APPENDIX B
SYNOVUS FINANCIAL CORP.
EXECUTIVE BONUS PLAN
ARTICLE I
OBJECTIVE OF THE PLAN
The purposes of this Synovus Financial Corp. Executive Bonus Plan
("Plan") to reward selected officers of Synovus Financial Corp. (the "Company")
and certain of its subsidiaries ("Subsidiaries") for superior corporate
performance measured by achievement of financial performance and strategic
corporate objectives and to attract and retain top quality officers.
ARTICLE II
PLAN ADMINISTRATION
This Plan is administered by the Compensation Committee (the
"Committee") of the Company's Board of Directors (the "Board"), with the
approval, as to matters involving employees of any publicly-traded Subsidiary of
the Company, of the compensation committee of such publicly-traded Subsidiary.
The Committee (and the compensation committee of any publicly-traded Subsidiary
of the Company) shall be composed of two or more outside directors as defined in
Section 162(m) of the Internal Revenue Code of 1986, as amended ("Code").
ARTICLE III
PARTICIPANTS
Participation is limited to the Chief Executive Officer and the four
highest compensated officers of the Company and any publicly-traded Subsidiary
of the Company as selected from year-to-year by the members of the Committee
("Participants").
ARTICLE IV
PERFORMANCE OBJECTIVES
Each fiscal year, the Committee shall establish
(i) performance objectives for such and/or the succeeding
fiscal year for the Company, any Subsidiary, or any
business segment or business unit of the Company or
any Subsidiary, based upon such criteria as may be
from time to time considered by the Committee, which
criteria may include, not to the exclusion of other
criteria, criteria that has been approved by the
shareholders of the Company or the shareholders of
any publicly-traded Subsidiary of the Company; and
(ii) a system which equates the attainment of various
performance objectives by the Company and
Subsidiaries for such and/or the succeeding fiscal
year into various percentages of the base salaries of
eligible officers of the Company and Subsidiaries for
such and/or the succeeding fiscal year which may be
awarded to such Employees who are selected to be
Participants in the Plan as bonuses.
The maximum award under this Plan to any participant shall be 150% of
base salary, provided, however, that no participant may receive an award for any
performance period in excess of $1,500,000.
ARTICLE V
AWARD OF BONUSES
As soon as practicable after each fiscal year for which performance
objectives have, pursuant to Article IV, been established, the Committee shall
determine whether the Company and each Subsidiary attained the
previously-established performance objectives. Assuming such performance
objectives shall be attained, the Committee shall determine, in its sole and
exclusive discretion, whether any bonuses shall be awarded for such fiscal year.
Such bonuses shall be awarded as soon as practicable thereafter and the officers
who are determined to be entitled to receive such bonuses shall be promptly
notified of the award thereof.
ARTICLE VI
PAYMENT OF BONUSES
Any bonus or any portion of any bonus awarded to a Participant shall,
at the election of such Participant, be deferred and made subsequently payable
to such Participant and/or his beneficiary, as provided in Article VIII hereof.
In order to properly provide for timely elections as to the deferral of
receipt of bonuses, each eligible officer of the Company or Subsidiary eligible
to become a Participant in the Plan may elect by an instrument in writing, the
form for said written election being attached hereto and marked Exhibit "A" and
entitled "Election Regarding Deferral of Executive Bonus Awarded Pursuant to
Synovus Financial Corp. Executive Bonus Plan" on or before the 31st day of
December of the year preceding the fiscal year for which such bonus is to be
awarded, to have any percentage of any bonus which may be awarded to him for
such fiscal year paid to him in cash on the distribution date for such fiscal
year, with the balance being deferred and payable to him as provided in Article
VIII hereof. Said written forms of election shall be filed with the Committee.
ARTICLE VII
DEFERRED EXECUTIVE BONUS ACCOUNTS
There shall be established for each Participant who elects to defer
receipt of any portion of any bonus awarded to him an account to be designated
as such Participant's Deferred Executive Bonus Account to which amounts so
elected to be deferred shall be allocated. Interest, at a rate equal to the
average annual short-term prime rate as established by Columbus Bank and Trust
Company for each fiscal year and applied to the average balance in said Account
for said fiscal year, shall be credited to such Participants' Deferred Executive
Bonus Accounts on December 31st of each fiscal year until all amounts allocated
thereto have been distributed to such Participants or their beneficiaries as
provided in Article VIII hereof.
ARTICLE VIII
DISTRIBUTION AFTER PARTICIPANT'S DEFERRAL TERMINATION DATE
When a Participant's employment termination date shall occur, the
balance in such Participant's Deferred Executive Bonus Account shall be
distributed to such Participant or his beneficiary as provided hereinbelow:
(A) Distribution shall be made in one lump sum or in up
to 120 approximately equal and consecutive monthly
installments. The method of payment, lump sum or
installment, and, in the event the distribution is
determined to be made by installments, the number of
installments in which such distribution is to be
made, for each Participant shall be determined solely
and exclusively by the Committee.
(B) If a Participant's termination of employment occurs
by reason of his death (except by suicide) or total
disability, the lump sum payment or the first monthly
installment, provided for in paragraph (A)
hereinabove, shall be paid within 30 days after the
last day of the month in which the Participant's
termination of employment occurs.
(C) If a Participant's termination of employment with the
Company and/or Subsidiary is for a reason other than
death (except by suicide) or disability, the
distributions made pursuant to paragraph (A)
hereinabove shall commence at such time as shall be
determined by the Committee; PROVIDED, HOWEVER, that
in no event shall such distributions begin later than
the date upon which such Participant attains age
70 1/2, and PROVIDED FURTHER, HOWEVER, that if such
Participant dies or becomes totally disabled prior to
his attaining age 70 1/2, the distributions
to which such Participant would have been entitled to
receive under this paragraph shall commence to be
made within thirty (30) days after the last day of
the month in which such Participant's death or total
disability occurred.
(D) If a Participant shall cease to be an Employee of the
Company by reason of his death or if he shall die
after his employment termination date but prior to
his receipt of all distributions provided for herein,
all cash distributable hereunder, or the
undistributed balance thereof, shall be distributed
to such beneficiary or beneficiaries as he shall have
designated by an instrument in writing, the form for
said written designation being attached hereto and
marked Exhibit "B" and entitled "Beneficiary
Designation," filed with the Committee in the same
manner and at the same intervals as they would have
been made to the Participant had he continued to
live, or, in the absence of an effective Beneficiary
Designation, in a lump sum to the Participant's
estate.
ARTICLE IX
DISTRIBUTION IN THE EVENT OF SEVERE FINANCIAL HARDSHIP
In the event a Participant or any beneficiary of a Participant incurs
"severe financial hardship," the Committee may authorize the acceleration of the
payment of benefits hereunder to, and only to, the extent reasonably necessary
to eliminate such "severe financial hardship." The Committee possesses the sole
discretion as to the determination of the existence, in a particular factual
setting, of "severe financial hardship;" PROVIDED, HOWEVER, in the exercise of
such discretion, the Committee is charged with the responsibility of exercising
its discretion in a fair, reasonable and nondiscriminatory manner and
determinations of "severe financial hardship" shall be limited solely to factual
situations caused by accident, illness or other event beyond the control of the
Participant or his beneficiary, which shall not have been an event that such
Participant or his beneficiary would voluntarily incur.
ARTICLE X
NO ENTITLEMENT TO BONUS
Participants are entitled to a distribution under this Plan only upon
the approval of the award by the Committee and no Participant shall be entitled
to a bonus under the Plan due to the attainment of performance objectives. In
addition, any Participant not employed by the Company or a Subsidiary on
December 31 of any fiscal year will not be entitled to a bonus unless otherwise
---
determined by the Committee.
ARTICLE XI
TERMINATION OF PLAN
The Company Board of Directors may amend or terminate the Plan at any
time. Upon termination of the Plan, distributions in respect of credits to
Participants' Deferred Executive Bonus Accounts as of the date of termination
shall be made in the manner and at the time prescribed in Article VIII hereof.
ARTICLE XII
PARTICIPANT'S RIGHT OF ASSIGNABILITY
Except as provided in subsection (D) of Article VIII hereof, regarding
beneficiary designation, amounts credited to Deferred Executive Bonus Accounts
of Participants shall not be subject to assignment, pledge or other disposition,
nor shall such amounts be subject to garnishment, attachment, transfer by
operation of law, or any legal process.
ARTICLE XIII
GOVERNING LAW
The validity, construction, performance and effect of the Plan shall be
governed by Georgia law.
EXHIBIT "A"
ELECTION REGARDING DEFERRAL OF
BONUS AWARDED PURSUANT TO THE
SYNOVUS FINANCIAL CORP. EXECUTIVE BONUS PLAN
__________________("Employee"), in the event Employee is awarded a bonus
under the Synovus Financial Corp. Executive Bonus Plan (the "Plan") for the
period commencing January 1, 199_____, and ending December 31, 199_____, hereby
makes the following elections.
I. Employee elects to have____________percent of the bonus awarded to
him for the above elected period of participation in the Plan paid
in cash to him on the distribution date provided for under the
Plan.
II. Employee further elects to defer receipt of the balance of the
bonus awarded to him for the above elected period of
participation in the Plan, said balance to be payable to
Employee or his Beneficiary pursuant to the terms of Article
VIII of this Plan.
IN WITNESS WHEREOF, Employee has affixed his hand and seal, all as of
the_______day of ______________ , 199____ .
_________________________________(L.S.)
"EMPLOYEE"
Received and accepted as of the ________day of________ , 199_____ .
COMPENSATION COMMITTEE
By:________________________________
Secretary
EXHIBIT "B"
BENEFICIARY DESIGNATION
________________________("Participant") hereby designates the following
persons as beneficiaries entitled, upon the death of Participant, to any
payments in accordance with the terms and provisions of the Synovus Financial
Corp. Executive Bonus Plan ("Plan"), this beneficiary designation being made by
Participant pursuant to Article VIII of the Plan:
Primary Beneficiary:
Name:__________________________________________________________________
Address:_______________________________________________________________
It is understood and agreed that in the event of the death of the
above-named Primary Beneficiary, the Contingent Beneficiary (or Beneficiaries)
shall be entitled to receive the payments under the Plan the Primary Beneficiary
was receiving or would have received. In the event more than one Contingent
Beneficiary is designated, said Contingent Beneficiaries shall be entitled to
receive payments made pursuant to the Plan per capita:
Names: ____________________________________________________________
____________________________________________________________
Addresses: ____________________________________________________________
____________________________________________________________
This beneficiary designation supersedes all beneficiary designations,
if any, previously made by Participant and may be amended at any time by filing
another such beneficiary designation with the Compensation Committee.
IN WITNESS WHEREOF, Participant has affixed his hand and seal,
this _______ day of_________, 199______ .
____________________________(L.S.)
"PARTICIPANT"
Received this day of ___________day of__________ , 199________.
COMPENSATION COMMITTEE
By:_______________________________
Secretary