Exhibit 10.7(a3)
_____________________________
[
Description : Form of Amendment to pre-2007
form of change-in-control severance agreement between the
registrant and its executive officers. This is an amendment to
exhibit 10.7(a1) to the registrant’s annual report on
Form 10-K for the year ended December 31, 2006.]
_______________________________
AMENDMENT TO CHANGE IN CONTROL AGREEMENT
WHEREAS ,
the parties entered into a letter change in control
agreement between First Horizon National Corporation (the
“Corporation”) and _______ (“you”),
dated ____ __, 200_ (the
“Agreement”);
WHEREAS
the parties desire to amend the
Agreement in order to comply with Section 409A of the
Internal Revenue Code, as amended (the “Code”) as
set forth herein.
NOW,
THEREFORE , in consideration of the mutual
representations, warranties, covenants and agreements
contained in the Agreement, as amended, and for other good
and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
1. Section
4(iv) of the Agreement is hereby deleted and replaced with
the following:
“
Good Reason . Termination of your
employment by you for "Good Reason" shall mean termination
based upon the occurrence after a change in control of the
Company of any of the following events, without your written
consent specifically acknowledging that any such event shall
not give rise to Good Reason under this
Agreement:
(A) a
material adverse change in your authority, duties or
responsibilities with the Company as in effect immediately
prior to the change in control, including, without limitation,
the assignment to you of any duties or responsibilities which
are inconsistent with such status, title(s), or position(s) as
in effect immediately prior to the change in control, or any
removal of you from, or any failure to reappoint or reelect
you to, such position(s) (except in connection with the
termination of your employment for Cause, Disability or
Retirement or as a result of your death or by you other than
for Good Reason);
(B) a
material reduction by the Company in your aggregate base
salary or annual target bonus opportunity (including any
material adverse change in the formula for such annual bonus
target) as in effect immediately prior to the change in
control or as the same may be increased from time to time
thereafter;
(C) the
failure by the Company to provide you with Plans that provide
you with equivalent benefits in the aggregate to the Plans as
in effect immediately prior to the change in control (at
substantially equivalent cost with respect to welfare benefit
plans), in each case which would materially adversely affect
you;
(D) the
Company's requiring you to be based at an office that is
greater than 25 miles from where your office is located
immediately prior to the change in control;
(E) the
failure by the Company to obtain from any Successor (as
hereinafter defined) the assent to this Agreement contemplated
by Section 6 hereof; or
(F) any
purported termination by the Company of your employment which
is not effected pursuant to a Notice of Termination satisfying
the
