SYNOVUS FINANCIAL CORP.
2002 LONG-TERM INCENTIVE PLAN
SECTION 1. General Purpose of Plan
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The name of this plan is the Synovus Financial Corp. 2002 Long-Term Incentive
Plan (the "Plan"). The purpose of the Plan is to enable Synovus Financial Corp.
(the "Corporation") and its Subsidiaries to attract, retain, motivate, and
reward employees and non-employee directors who make a significant contribution
to the Corporation's long-term success, and to enable such employees and
non-employee directors to acquire and maintain an equity interest in Synovus
Financial Corp.
SECTION 2. Definitions
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For purposes of the Plan, the following terms shall be defined as set forth
below:
a. "Award" means any award of Stock Options, Stock Appreciation Rights,
Restricted Stock, or Performance Awards, whether in cash or stock or
a combination thereof, authorized by the Committee under this Plan.
b. "Board" means the Board of Directors of the Corporation or the
Executive Committee of the Board of Directors of the Corporation.
c. "Cause" means a felony conviction of a Participant or the failure of
a Participant to contest prosecution for a felony, or a
Participant's willful misconduct, dishonesty, embezzlement, fraud,
deceit or civil rights violations, any of which acts cause the
Corporation or any Subsidiary liability or loss, as determined by
the Board.
d. "Code" means the Internal Revenue Code of 1986, as amended, or
any successor thereto.
e. "Committee" means the Compensation Committee, or any other committee
of the Board appointed for the purpose of administering the Plan,
which committee shall consist exclusively of two or more
Disinterested Persons, at least two of whom are directors of both
the Corporation and of TSYS. In the context of Awards made to
employees of TSYS, the term "Committee" shall mean only those
members of the Committee who are directors of both the Corporation
and of TSYS.
f. "Commission" means the Securities and Exchange Commission.
g. "Corporation" means Synovus Financial Corp.
h. "Disability" means total and permanent physical or mental disability
or incapacity of an employee to fulfill at any time or from time to
time his normal duties as an employee, as certified in writing by
two competent physicians, one of which shall be selected by the
Committee and the other of which shall be selected by the employee
or his duly appointed guardian or legal or personal representative.
In addition, for purposes of determining Disability as it applies to
any Incentive Stock Option, the term "Disability" shall be
interpreted consistently with Code Sections 421-424.
i. "Disinterested Person" is a person who meets both (i) the definition
of "disinterested person" as set forth in Rule 16b-3 as promulgated
by the Commission under the Exchange Act, or any successor
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definition adopted by the Commission, and (ii) the definition of
"outside director" as set forth in Code Section 162(m), as amended
from time to time.
j. "Early Retirement" means retirement from active employment with the
Corporation or any Subsidiary pursuant to the early retirement
provisions of the applicable Corporation or Subsidiary pension plan.
k. "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor thereto.
l. "Fair Market Value" means, as of any given date, the closing price
of the Stock on such date (or if no transactions were reported on
such date on the next preceding date on which transactions were so
reported) in the principal market in which such Stock is traded on
such date as reported in The Wall Street Journal (or any other
publication designated by the Committee) except that, with respect
to grants of Restricted Stock, "Fair Market Value" for Restricted
Stock on the date of grant shall be determined as of the time and
date of the Restricted Stock grant by the Compensation Committee.
m. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of
Section 422 of the Code.
n. "Non-Employee Director" means a member of the Board who is
not an employee of the Corporation or its Subsidiaries.
o. "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
p. "Normal Retirement" means retirement from active employment with the
Corporation or any Subsidiary on or after the normal retirement date
specified in the applicable Corporation or Subsidiary pension plan.
q. "Participant" means any employee of the Corporation and its
Subsidiaries or Non-Employee Director designated by the Committee
to receive an Award under the Plan.
r. "Performance Award" means an award of shares of Stock or cash to a
Participant pursuant to Section 9 contingent upon achieving certain
performance goals.
s. "Plan" means this Synovus Financial Corp. 2002 Long-Term Incentive
Plan.
t. "Restricted Stock" means an award of shares of Stock that are
subject to restrictions under Section 8.
u. "Retirement" means Normal or Early Retirement under the applicable
Corporation or Subsidiary pension plan.
v. "Stock" means the common stock of the Corporation or any successor
corporation.
w. "Stock Appreciation Right" means a right granted under Section 7,
which entitles the holder to receive a cash payment or an award of
Stock or, if applicable, as a credit against the purchase price of a
related Stock Option, in an amount equal to the difference between
(i) the Fair Market Value of the Stock covered by such right at the
date the right is granted and (ii) the Fair Market Value
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of the Stock covered by such right at the date the right is
exercised, unless otherwise determined by the Committee pursuant to
Section 7, multiplied by the number of shares covered by the right.
x. "Stock Option" means any option to purchase shares of Stock granted
to Participants pursuant to Section 6.
y. "Subsidiary" means any corporation (other than Synovus Financial
Corp.) in an unbroken chain of corporations beginning with the
Corporation if each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one of
the other corporations in the chain.
z. "TSYS" means Total System Services, Inc., a Subsidiary of the
Corporation of which approximately 19% of the stock is publicly
held.
SECTION 3. Administration
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The Plan shall be administered by the Committee, at least two of whom are
directors of both the Corporation and of TSYS, which Committee shall at all
times consist of not less than two Disinterested Persons,. Whenever under this
Plan, any act or decision is to be made with respect to Awards made to employees
of TSYS, including without limitation the selection of TSYS employees for the
grant of Awards and the establishment, administration and certification of
attainment of relevant performance goals, if any, such act or decision shall be
made by, and the term "Committee" in that context shall mean, only those members
of the Committee who are directors of both the Corporation and of TSYS.
The Committee shall have the power and authority to grant to eligible
Participants, pursuant to the terms of the Plan: (i) Stock Options; (ii) Stock
Appreciation Rights; (iii) Restricted Stock; or (iv) Performance Awards.
In particular, the Committee shall have the authority:
(i) to select the employees of the Corporation and its Subsidiaries
and Non-Employee Directors to whom Stock Options, Stock
Appreciation Rights, Restricted Stock, or Performance Awards or
a combination of the foregoing from time to time will be
granted hereunder;
(ii) to grant Incentive Stock Options, Non-Qualified Stock Options,
Stock Appreciation Rights, Restricted Stock, or Performance
Awards, or a combination of the foregoing, hereunder;
(iii) to determine the number of shares of Stock to be covered by
each such Award granted hereunder;
(iv) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Award granted hereunder
including, but not limited to, any restriction on any Award
and/or the shares of Stock relating thereto based on
performance and/or such other factors as the Committee may
determine, in its sole discretion, and any vesting acceleration
features based on performance and/or such other factors as the
Committee may determine, in its sole discretion;
(v) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with respect to
an Award under this Plan shall be deferred either automatically
or at
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the election of a Participant, including providing for
and determining the amount (if any) of deemed earnings on any
deferred amount during any deferral period.
Subject to Section 10, the Committee shall have the authority to adopt, alter
and repeal such administrative rules, guidelines and practices governing the
Plan as it shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any Award issued under the Plan (and any agreements
relating thereto); and to otherwise supervise the administration of the Plan.
All decisions made by the Committee pursuant to the provisions of the Plan shall
be final and binding on all persons, including the Corporation and all Plan
Participants.
SECTION 4. Stock Subject to Plan
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The total number of shares of Stock reserved and available for distribution
under the Plan shall be 14,000,000. Such shares may consist, in whole or in
part, of authorized and unissued shares or treasury shares.
If any shares of Stock that have been subject to option cease to be subject to
option without having been exercised, or if any shares subject to any Restricted
Stock, Stock Appreciation Rights, or Performance Awards granted hereunder are
forfeited or such Awards are otherwise terminated without having been exercised,
such shares shall again be available for distribution in connection with future
Awards under the Plan in each case to the full extent available pursuant to the
rules and interpretations of the Securities and Exchange Commission under
Section 16 of the Exchange Act. In the event that prior to the Award's
cancellation, termination, expiration, or lapse, the holder of the Award at any
time received one or more "benefits of ownership" pursuant to such Award (as
defined by the Securities and Exchange Commission, pursuant to any rule or
interpretation promulgated under Section 16 of the Exchange Act), the Stock
subject to such Award shall not be available for regrant under the Plan.
In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, or other change in corporate structure affecting the Stock, a
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Stock Options granted under the Plan and in the number of
shares subject to Stock Appreciation Rights, Restricted Stock or Performance
Awards granted under the Plan as may be determined to be appropriate by the
Committee, in its sole discretion, in order to preserve each Participant's
rights substantially proportionate to the Participant's rights existing prior to
such event, provided that the number of shares subject to any Award shall always
be a whole number. Such adjusted option price shall also be used to determine
the amount payable by the Corporation upon the exercise of any Stock
Appreciation Rights associated with any Stock Option the price of which is
adjusted.
Notwithstanding any provision in the Plan to the contrary, the maximum number of
shares of Stock with respect to one or more Awards that may be granted to any
one Participant in any calendar year shall be 2,000,000.
SECTION 5. Eligibility
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Any employee of the Corporation or any of its Subsidiaries or any Non-Employee
Director is eligible to be granted Stock Options, Stock Appreciation Rights,
Restricted Stock or Performance Awards. The Participants under the Plan shall be
selected from time to time by the Committee, in its sole discretion, from among
those
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eligible, and the Committee shall determine, in its sole discretion, the
number of shares covered by each Award or grant.
SECTION 6. Stock Options
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Stock Options may be granted either alone or in addition to other Awards granted
under the Plan. Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve, and the provisions of Stock Option
Awards need not be the same with respect to each optionee.
The Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options (subject to the provisions of Section 15 of the Plan) and (ii)
Non-Qualified Stock Options.
The Committee shall have the authority to grant any optionee Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options (in each
case with or without Option Price Adjustment Rights or Stock Appreciation
Rights); provided, however, that Non-Employee Directors shall be eligible to
receive only Non-Qualified Stock Options, and shall not be eligible to receive
Incentive Stock Options. To the extent that any Stock Option does not qualify as
an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock
Option.
Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify either the Plan or any Incentive Stock Option under Section 422
of the Code.
Stock Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:
(a) Option Price. The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of
grant. The option price per share of Stock may be equal to or more or
less than the Fair Market Value of the Stock on the date of grant,
except that the option price for any Incentive Stock Option shall be
not less than 100% of the Fair Market Value of the Stock on the date
of the grant of the Stock Option (determined without regard to any
Stock Appreciation Rights). If the option is an Incentive Stock Option
and if the employee to whom the Incentive Stock Option is granted owns
directly or indirectly more than 10% of the total combined voting
power of all classes of Stock immediately before the grant of the
option, then the option price per share of Stock must be at least 110%
of the Fair Market Value of the Stock on the date of grant.
(b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten
years after the date such Stock Option is granted. If the option is an
Incentive Stock Option and if the employee to whom the Incentive Stock
Option is granted owns directly or indirectly more than 10% of the
total combined voting power of all classes of Stock immediately before
the grant of the option, then the term of the option may not exceed
five years.
(c) Exercisability. Subject to paragraph (j) of this Section 6 with
respect to Incentive Stock Options, Stock Options shall be exercisable
at such time or times and subject to such terms and conditions as
shall be determined by the Committee at grant, provided, however, that
except as provided in paragraphs (f) and (g) of Section 6, unless a
longer vesting period is otherwise determined by the
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Committee at grant, no Stock Option shall be exercisable for a period
of six months after the date of the grant of the option. If the
Committee provides, in its discretion, that any Stock Option is
exercisable only in installments, the Committee may waive such
installment exercise provision at any time in whole or in part based
on performance and/or such other factors as the Committee may
determine in its sole discretion.
(d) Method of Exercise. Stock Options may be exercised in whole or in part
at any time during the exercise period described in Section 6(c) by
giving written notice of exercise to the Corporation specifying the
number of shares to be purchased, accompanied by payment in full of
the purchase price, in cash, by check or such other instrument as may
be acceptable to the Committee. If approved and as determined by the
Committee, in its sole discretion, at or after grant, payment in full
or in part may also be made in the form of unrestricted Stock owned by
the optionee (based on the Fair Market Value of the Stock on the date
the option is exercised, as determined by the Committee). Payment of
the exercise price of a Stock Option and any withholding tax due at
exercise also may be made through any program or procedure (including
but not limited to a broker-dealer cashless exercise program) if
approved by the Committee. No shares of Stock resulting from the
exercise of a Stock Option shall be issued until full payment therefor
has been made. An optionee shall have the rights to dividends or other
rights of a stockholder with respect to shares subject to the option
when the optionee has given written notice of exercise and has paid in
full for such shares.
(e) Transferability of Options.
(1) Incentive Stock Options. No Incentive Stock Option shall be
transferable by the optionee, otherwise than by will or by the
laws of descent and distribution, or be subject to attachment,
execution or similar process. All Incentive Stock Options shall
be exercisable, during the optionee's lifetime, only by the
optionee.
(2) Non-Qualified Stock Options. Non-Qualified Stock Options shall
likewise be non-transferable by the optionee, otherwise than by
will or by the laws of descent and distribution, and not subject
to attachment, execution or similar process; provided, however,
that the Committee may by resolution or after grant designate
existing or future Non-Qualified Stock Options as "transferable,"
meaning that the optionee may sign an agreement which transfers
all or a portion of such Non-Qualified Stock Option (either
exercisable or non-exercisable) to (A) a member of the optionee's
Immediate Family, (B) any trust or trusts in which members of the
optionee's Immediate Family have more than a fifty percent (50%)
beneficial interest, (C) any entity in which optionee and/or
members of the optionee's Immediate Family own more than fifty
percent (50%) of the voting interests, or (D) any foundation in
which optionee and/or optionee's Immediate Family members control
the management of the foundation's assets, subject to such terms
and conditions as the Committee may establish. The form of
agreement pursuant to which such options are transferred must be
approved by the Committee and executed by the optionee,
transferee and the Company. Following transfer, any such options
shall continue to be subject to the same terms and conditions as
were applicable immediately prior to transfer, except that the
term "optionee" shall be deemed to refer to the transferee
subject to any terms and conditions established by the Committee.
Subsequent transfers of such transferred options shall be
prohibited, except by will or the laws of descent and
distribution. For purposes of this Subsection, "Immediate Family"
means the optionee's child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling,
mother-in-law, father-in-law,
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son-in-law, daughter-in-law, brother-in-law, sister-in-law,
nephew or niece of the optionee (including by adoption), and any
person sharing the optionee's household (other than a tenant or
employee).
(f) Termination by Death (other than by suicide). Unless otherwise
determined by the Committee at or after grant, if: (i) any optionee
who is an employee terminates employment with the Corporation or any
Subsidiary by reason of death (other than by suicide), or (ii) any
optionee who is a Non-Employee Director terminates service on the
Board by reason of death (other than by suicide), then any Stock
Option held by such optionee may thereafter be immediately exercised,
to the extent then exercisable (or on such accelerated basis as the
Committee shall determine at or after grant), by the legal
representative of the estate or by the legatee of the optionee under
the will of the optionee until the expiration of the stated term of
such Stock Option.
(g) Termination by Reason of Disability. Unless otherwise determined by
the Committee at or after grant, if: (i) any optionee who is an
employee terminates employment with the Corporation or any Subsidiary
by reason of Disability, or (ii) any optionee who is a Non-Employee
Director terminates service on the Board by reason of Disability, then
any Stock Option held by such optionee may thereafter be exercised, to
the extent it was exercisable at the time of termination due to
Disability (or on such accelerated basis as the Committee shall
determine at or after grant), until the expiration of the stated term
of such Stock Option. In the event of termination of employment by
reason of Disability, if an Incentive Stock Option is exercised after
the expiration of the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be treated
as a Non-Qualified Stock Option.
(h) Termination by Reason of Retirement. Unless otherwise determined by
the Committee at or after grant, if: (i) any optionee who is an
employee terminates employment with the Corporation or any Subsidiary
by reason of Normal or Early Retirement, or (ii) any optionee who is a
Non-Employee Director retires from the Board pursuant to the
provisions of the Corporation's By-laws, then any Stock Option held by
such optionee may thereafter be exercised to the extent it was
exercisable at the time of such Retirement (or on such accelerated
basis as the Committee shall determine at or after grant), but may not
be exercised after the expiration of the stated term of such Stock
Option; and, provided that if the optionee dies within such period any
unexercised Stock Option held by such optionee shall thereafter be
exercisable, to the extent to which it was exercisable at the time of
death (or on such accelerated basis as the Committee shall determine
at or after grant), for the remainder of the stated term of the Stock
Option. In the event of termination of employment of an optionee who
is an employee by reason of Retirement, if an Incentive Stock Option
is exercised after the exercise periods that apply for purposes of
Section 422 of the Code, such Stock Option will thereafter be treated
as a Non-Qualified Stock Option.
(i) Other Termination. Unless otherwise determined by the Committee at or
after grant, if: (i) an optionee who is an employee terminates
employment with the Corporation or any Subsidiary for Cause or for
death by reason of suicide or for any reason other than Disability or
Normal or Early Retirement or death other than by suicide, or (ii) any
optionee who is a Non-Employee Director terminates service with the
Board for any reason other than death (excluding suicide), Disability
or retirement pursuant to the provisions of the Corporation's By-laws,
then any Stock Option held by such optionee shall thereupon terminate,
except that such Stock Option held by an employee optionee may be
exercised to the extent such Stock Option could have been exercised on
the date of cessation of employment for the lesser of three months
from the date of termination or the balance of such Stock Option's
term if the optionee's employment with the Corporation or any
Subsidiary is involuntarily terminated by the optionee's employer
without Cause.
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(j) Limit on Value of Incentive Stock Options First Exercisable Annually.
The aggregate Fair Market Value (determined at the time of grant) of
the Stock for which "incentive stock options" within the meaning of
Section 422 of the Code are exercisable for the first time by an
optionee during any calendar year under the Plan (and/or any other
stock option plans of the Corporation or any Subsidiary) shall not
exceed $100,000.
SECTION 7. Stock Appreciation Rights
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(a) Grant and Exercise When Granted in Conjunction With Stock Options.
Stock Appreciation Rights may be granted alone or in conjunction with
all or part of any Stock Option granted under the Plan and may contain
terms and conditions different from those of the related Stock Option,
except as otherwise provided below. In the case of a Non-Qualified
Stock Option, such rights may be granted either at or after the time
of the grant of such Non-Qualified Stock Option. In the case of an
Incentive Stock Option, such rights may be granted only at the time of
the grant of such Incentive Stock Option.
A Stock Appreciation Right or applicable portion thereof granted
with respect to a given Stock Option shall terminate and no longer
be exercisable upon the termination or exercise of the related
Stock Option, except that, unless otherwise provided by the
Committee at the time of grant, a Stock Appreciation Right granted
with respect to less than the full number of shares covered by a
related Stock Option shall only be reduced if and to the extent
that the number of shares covered by the exercise or termination
of the related Stock Option exceeds the number of shares not
covered by the Stock Appreciation Right.
A Stock Appreciation Right may be exercised by an optionee, in
accordance with paragraph (c) of this Section 7, by surrendering
the applicable portion of the related Stock Option. Upon such
exercise and surrender, the optionee shall be entitled to receive
an amount determined in the manner prescribed in paragraph (c) of
this Section 7. Stock Options which have been so surrendered, in
whole or in part, shall no longer be exercisable to the extent the
related Stock Appreciation Rights have been exercised.
(b) Grant and Exercise When Granted Alone. Stock Appreciation Rights may
be granted at the discretion of the Committee in a manner not related
to an award of a Stock Option. The Committee shall have the discretion
to determine the terms and conditions of any Stock Appreciation Rights
not related to a Stock Option Award. A Stock Appreciation Right
granted under this Section 7(b) is not exercisable for a period of six
months from the date of grant, unless a longer period is otherwise
determined by the Committee. The Stock Appreciation Right, granted
under Section 7(b), shall be exercisable in accordance with Section
7(c) over a period not to exceed ten years. Any Stock Appreciation
Right which is outstanding on the last day of the exercisable period
shall be automatically exercised on such date for cash or Common
Stock, as determined by the Committee, without any action by the
holder if, on that date, the Fair Market Value of the Stock exceeds
the exercise price of the Stock Appreciation Right.
(c) Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the
Plan, as shall be determined from time to time by the
Committee, including the following:
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(i) Stock Appreciation Rights granted pursuant to Section 7(a) shall
be exercisable only at such time or times and to the extent that
the Stock Options to which the Stock Appreciation Rights relate
shall be exercisable in accordance with the provisions of Section
6 and this Section 7 of the Plan; provided, however, that any
Stock Appreciation Right granted subsequent to the grant of the
related Stock Option shall not be exercisable during the first
six months of the term of the Stock Appreciation Right, except
that this additional limitation shall not apply in the event of
death other than by suicide or Disability of the optionee prior
to the expiration of the six-month period.
(ii) Upon the exercise of a Stock Appreciation Right granted pursuant
to Section 7(a), an optionee shall be entitled to receive an
amount in cash or shares of Stock equal in value to the excess of
the Fair Market Value of one share of Stock over the option price
per share specified in the related Stock Option, multiplied by
the number of shares in respect of which the Stock Appreciation
Right shall have been exercised, with the Committee having the
right to determine the form of payment. Upon the exercise of a
Stock Appreciation Right granted pursuant to Section 7(b), the
holder shall be entitled to receive an amount in cash or shares
of Stock equal in value to the excess of the Fair Market Value of
one share of Stock over the Fair Market Value of one share of
Stock at the date the Stock Appreciation Right was granted
multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Committee
having the right to determine the form of payment.
(iii)No Stock Appreciation Right shall be transferable by the holder,
other than by will or the laws of descent and distribution, or be
subject to attachment, execution or similar process. All Stock
Appreciation Rights shall be exercisable, during the holder's
lifetime, only by the holder.
(iv) Upon the exercise of a Stock Appreciation Right granted pursuant
to Section 7(a), the Stock Option or part thereof to which such
Stock Appreciation Right is related shall be deemed to have been
exercised for the purpose of the limitation set forth in Section
4 of the Plan on the number of shares of Stock to be issued under
the Plan.
(v) A Stock Appreciation Right granted in connection with an
Incentive Stock Option pursuant to Section 7(a), may be exercised
only if and when the market price of the Stock subject to the
Incentive Stock Option exceeds the exercise price of such Stock
Option.
(vi) In its sole discretion, the Committee may provide, at the time of
grant of a Stock Appreciation Right under this Section 7, that
such Stock Appreciation Right can be exercised only in the event
of a "Change of Control" (as defined in Section 12 below).
Furthermore, the Committee may provide, at the time of grant of
any Stock Appreciation Right, that such Stock Appreciation Right
can be exercised only upon the attainment of specified
performance goals or other such criteria as the Committee may
determine in its sole discretion.
(vii)In the discretion of the Committee, if the Plan is approved by
the shareholders of the Corporation in accordance with Section 15
of the Plan, a Stock Appreciation Right may provide that any
exercise by a Participant of all or a portion of a Stock
Appreciation Right for cash, may only be made during the period
beginning on the
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third business day following the date of the Corporation's
release of its quarterly or annual summary statements of earnings
to the public and ending on the twelfth business day following
such date; provided, however, that the foregoing shall not apply
to any exercise by a Participant of a Stock Appreciation Right
for cash where the date of exercise is automatic or fixed in
advance under the Plan and is outside the control of the
Participant.
SECTION 8. Restricted Stock
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(a) Administration. Shares of Restricted Stock may be issued either alone
or in addition to other Awards granted under the Plan. The Committee
shall determine the employees of the Corporation and its Subsidiaries
and Non-Employee Directors to whom, and the time or times at which,
grants of Restricted Stock will be made, the number of shares to be
awarded, the price, if any, to be paid by the recipient of Restricted
Stock (subject to Section 8(b) hereof), the time or times within which
such Awards may be subject to forfeiture, the nature of the
restrictions, including any performance requirements, the
circumstances under which restrictions will lapse and all other
conditions of the Awards. The Committee may also condition the grant
of Restricted Stock upon the attainment of specified performance
goals, or such other criteria as the Committee may determine, in its
sole discretion. The provisions of Restricted Stock Awards need not be
the same with respect to each recipient.
(b) Awards and Certificates. The prospective recipient of an Award of
shares of Restricted Stock shall not have any rights with respect to
such Award, unless and until such recipient has executed an agreement
evidencing the Award (a "Restricted Stock Award Agreement") and has
delivered a fully executed copy thereof to the Corporation, and has
otherwise complied with the then applicable terms and conditions.
(i) Awards of Restricted Stock must be accepted within a period of
thirty days (or such shorter period as the Committee may specify)
after the Award date by executing a Restricted Stock Award
Agreement and paying whatever price, if any, is required.
(ii) Each Participant who is awarded Restricted Stock shall be issued
a stock certificate in respect of such shares of Restricted Stock
to be held in escrow as described below.
Such certificate shall be registered in the name of the
Participant, and shall bear an appropriate legend
referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the
following form:
"The transferability of this certificate and the
shares of stock represented hereby are subject to
the terms and conditions (including forfeiture)
of the Synovus Financial Corp. 2002 Long-Term
Incentive Plan and a Restricted Stock Award
Agreement entered into between the registered
owner and Synovus Financial Corp. Copies of such
Plan and Agreement are on file in the offices of
Synovus Financial Corp., One Arsenal Place, 901
Front Avenue, Suite 301, Columbus, Georgia, 31901."
(iii)The Committee shall require that the stock certificate
evidencing such shares be held in escrow by Synovus Trust Company
("STC"), or any other escrow agent designated by the Committee
until the restrictions thereon shall have lapsed, and that, as a
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condition of any Restricted Stock Award, the Participant shall
have delivered a stock power, endorsed in blank, relating to the
Stock covered by such Award. In the event the Participant has
obtained a loan to purchase the Restricted Stock or to pay any
taxes due with respect to the Restricted Stock, STC or other
escrow agent shall have the right to require that the shares
continue to be held in escrow until such loan is repaid.
(c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 8 shall be subject to the following
restrictions and conditions:
(i) Subject to the provisions of this Plan and Restricted Stock Award
Agreements, during the period of six months after the Award or
such longer period as may be set by the Committee commencing on
the grant date (the "Restriction Period"), the Participant shall
not be permitted to sell, transfer, pledge or assign shares of
Restricted Stock awarded under the Plan. Within these limits, the
Committee may, in its sole discretion, provide for the lapse of
such restrictions in installments and may accelerate or waive
such restrictions in whole or in part based on performance and/or
such other factors as the Committee may determine, in its sole
discretion. Notwithstanding the foregoing, the minimum
Restriction Period for the lapse of all restrictions on
Restricted Stock shall be three (3) years.
(ii) Except as provided in paragraph (c)(i) of this Section 8, the
Participant shall have, with respect to the shares of Restricted
Stock, all of the rights of a stockholder of the Corporation,
including the right to receive any dividends, unless the
Committee shall declare otherwise at the time of the Award.
Dividends paid in cash with respect to shares of
Restricted Stock shall not be subject to any
restrictions or subject to forfeiture. Dividends paid
in Stock of the Corporation or Stock received in
connection with a stock split with respect to
Restricted Stock shall be subject to the same
restrictions as on such Restricted Stock. Certificates
for shares of unrestricted Stock shall be delivered to
the Participant promptly after, and only after, the
period of forfeiture shall expire without forfeiture in
respect of such shares of Restricted Stock and the
repayment of any loans obtained to purchase the
Restricted Stock or to pay any taxes due with respect
to the Restricted Stock.
(iii)Subject to the provisions of the Restricted Stock Award Agreement
and this Section 8, upon termination of employment for any reason
during the Restriction Period, all shares still subject to
restriction (together with any price paid for such shares by the
Participant) shall be forfeited by the Participant, unless
otherwise determined by the Committee.
(iv) The Committee may, in its sole discretion, waive in whole or in
part any or all restrictions with respect to any Participant's
shares of Restricted Stock, such as in the event of the
Participant's Retirement, Disability or Death or in the other
extraordinary, nonrecurring situations.
SECTION 9. Performance Awards
- ------------------------------
(a) Administration. Shares of Stock and/or a payment in cash may be
distributed under the Plan to an employee upon the attainment of
performance objectives, as a Performance Award. The
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Committee shall determine the employees of the Corporation and its
Subsidiaries and Non-Employee Directors to whom Performance Awards are
granted, the terms and conditions of the performance objectives, the
term of the performance period (the minimum performance period term
shall be one year), and the value and form of the payment of the
Performance Award.
(b) Performance Objectives. The Committee, in its sole discretion may
establish, under this Section 9, performance objectives either in
terms of Corporation-wide objectives or in terms of objectives that
are related to the specific performance of an employee or a bank, a
group, division, department, or Subsidiary within the Corporation in
which a Participant who is an employee is employed. A minimum level of
performance, at the discretion of the Committee, may be established.
If, at the end of the performance period, the specified objectives
have been attained, the Participant is deemed to have fully earned
the Performance Award. If such performance objectives are only
partially attained, the Participant may be deemed by the Committee
to have partly earned the Performance Award and would become
eligible to receive a portion of the total Award, as determined by
the Committee. If a required minimum level of achievement has not
been met, as determined by the Committee, the Participant is
entitled to no portion of the Performance Award. If, at the end of
the performance period, performance exceeds the target, the
Participant, at the Committee's discretion, may receive a multiple
of the Performance Award. The Committee may adjust the payment of
Awards or the performance objectives if events occur or
circumstances arise which would cause a particular payment or set
of performance objectives to be inappropriate as a measure of
performance.
(c) Terms and Conditions. A Participant to whom a Performance Award has
been granted is given performance objectives to be reached over a
specified period, the "performance period." Generally this period
shall be not less than one year.
Any Participant granted a Performance Award pursuant to this
Section 9 who by reason of death (other than by suicide),
Disability or Retirement (or, in the case of a Non-Employee
Director, retires from the Board pursuant to the provisions of the
Corporation's By-laws) either terminates employment or ceases
service as a member of the Board before the end of the performance
period is entitled to receive a portion of any earned Performance
Award. The Committee, in its discretion, will determine the amount
of the Performance Award earned, if any, and the time at which
payment will be made.
A Participant who terminates employment for any other reason,
including death by suicide, forfeits all rights under the
Performance Award.
SECTION 10. Amendments and Termination
- ---------------------------------------
The Board may amend, alter, or discontinue the Plan at any time, but no
amendment, alteration, or discontinuation shall be made which affects an
existing Award under the Plan without the optionee's or Participant's consent.
If stockholder approval of this Plan is obtained, no amendment, alteration or
discontinuation shall be made by the Board which, without the approval of the
stockholders, would:
(a) increase the total number of shares reserved for the purpose of the
Plan, except as provided for in accordance with Section 4 of the Plan;
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(b) decrease the option price of any Stock Option to less than 100% of the
Fair Market Value on the date of the granting of the option, except as
provided for in accordance with Section 4 of the Plan;
(c) change the Participants or class of Participants eligible to
participate in the Plan;
(d) extend the maximum option period under paragraph (b) of Section 6 of
the Plan; or
(e) materially increase in any other way the benefits accruing to
Participants.
The Committee may amend the terms of any Award or option theretofore granted,
prospectively or retroactively, but no such amendment shall affect an existing
Award under the Plan without the Participant's consent. In addition, no such
amendment shall have the effect of repricing previously granted Stock Options by
lowering the exercise price of any previously granted Stock Options, or
cancelling outstanding Stock Options with subsequent replacements or regrant of
Stock Options with lower exercise prices.
SECTION 11. Change of Control
- ------------------------------
The following provisions shall apply in the event of a "Change of Control," as
defined in this Section 11:
(a) Unless otherwise determined by the Committee at grant, in the event of
a "Change of Control" as defined in paragraph (c) of this Section 11,
the vesting of any outstanding Stock Options, Stock Appreciation
Rights, Restricted Stock or Performance Awards shall be accelerated so
that all Awards not previously exercisable and vested are fully
exercisable and vested.
(b) Unless otherwise determined by the Committee at grant, if a
Participant who is an employee terminates employment for any reason
following a Change of Control, any outstanding Stock Options, Stock
Appreciation Rights, Restricted Stock or Performance Awards granted to
the Participant that are not fully exercisable and vested shall become
fully exercisable and vested as of the date of such termination of
employment and any obligations to pay amounts to the Corporation or
any Subsidiary in connection with an Award shall be terminated as of
the date of such termination of employment.
(c) For purposes of this Section 11, a "Change of Control" means the
happening of any of the following:
(i) when any "person," as such term is used in Section 13(d) and
14(d) of the Exchange Act (other than the Corporation or a
Subsidiary or any Corporation employee benefit plan (including
its trustee)), is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly of
securities of the Corporation representing 20% or more of the
combined voting power of the Corporation's then outstanding
securities;
(ii) the occurrence of a transaction requiring stockholder approval
for the acquisition of the Corporation by an entity other than
the Corporation or a Subsidiary through purchase of assets, or by
merger, or otherwise;
(iii)the filing of an application with any regulatory authority
having jurisdiction over the ownership of the Corporation by any
"person," as defined in the preceding paragraph,
13
to acquire 20% or more of the combined voting power of the
Corporation's then outstanding securities; or
(iv) the occurrence of a "Triggering Event" as such term is defined in
the Rights Agreement dated April 28, 1999, by and between the
Corporation and Trust Company Bank, the provisions of which are
incorporated herein by this reference.
(d) For purposes of this Section 11, a "Change of Control" shall not
result from any transaction precipitated by the Corporation's
insolvency, appointment of a conservator, or determination by a
regulatory agency that the Corporation is insolvent, nor from any
transaction initiated by the Corporation in regard to creating a
holding company of which the Corporation would be a primary entity,
nor from any transaction initiated by the Corporation in regard to
converting from a publicly traded company to a privately held company.
SECTION 12. General Provisions
- -------------------------------
(a) All certificates for shares of Stock delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Commission, any stock exchange upon which the
Stock is then listed, and any applicable Federal or state securities
or other laws, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions.
(b) Nothing set forth in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases. The
Corporation and its Subsidiaries specifically reserve the right to
terminate (whether by dismissal, discharge, retirement or otherwise)
any Participant's employment with the Company or a Subsidiary at any
time at will. Neither the granting of an Award nor the adoption of the
Plan shall confer upon any employee of the Corporation or its
Subsidiaries any right to continued employment with the Corporation or
a Subsidiary, as the case may be, nor shall it interfere in any way
with the right of the Corporation or a Subsidiary to terminate the
employment of any of its employees at any time.
(c) Each Participant shall, no later than the date as of which the value
of an Award first becomes includable in the gross income of the
Participant for Federal income tax purposes, pay to the Corporation,
or make arrangements satisfactory to the Committee regarding payment
of, any Federal, state, or local taxes of any kind required by law to
be withheld with respect to the Award. The obligations of the
Corporation under the Plan shall be conditional on such payment or
arrangements and the Corporation (and, where applicable, its
Subsidiaries), shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise due to
the Participant. A Participant may irrevocably elect to have the
withholding tax obligations or, in the case of all Awards hereunder
except Stock Options which have related Option Price Adjustment Rights
or Stock Appreciation Rights, if the Committee so determines, any
additional tax obligation with respect to any Awards hereunder
satisfied by (a) having the Corporation withhold shares of Stock
otherwise deliverable to the Participant with respect to the Award or
(b) delivering to the Corporation shares of unrestricted Stock;
provided, however, that if the Participant is an "officer" of the
Corporation within the meaning of Section 16 of the Exchange Act, no
such election shall be made (i) unless the Plan has been approved by
shareholders in
14
accordance with Section 15 of the Plan and (ii) such election is made
either (a) during one of the "window" periods described in section
(c)(3)(iii) of Rule 16b-3 promulgated under the Exchange Act, or (b)
at least six months prior to the date income is recognized with
respect to the Award.
(d) No members of the Board or the Committee, nor any officer or employee
of the Corporation acting on behalf of the Board or the Committee,
shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan,
and all members of the Board or the Committee and each and any officer
or employee of the Corporation acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by the
Corporation in respect of any such action, determination or
interpretation provided such individual first gives the Corporation an
opportunity, at its own expense, to handle and defend any legal action
before such individual undertakes to handle and defend such legal
action.
(e) The existence of Stock Options, Stock Appreciation Rights, Restricted
Stock and Performance Awards shall not affect the right or power of
the Corporation and its shareholders to make adjustments,
recapitalizations, reorganizations, or other changes to the
Corporation's capital structure or its business; issue bonds,
debentures, preferred or prior preference stocks affecting the
Corporation's Common Stock or the rights thereof; dissolve or
liquidate the Corporation, or sell or transfer any part of its assets
or business; or any other corporate act, whether of a similar
character or otherwise.
(f) The validity, interpretation, and administration of the Plan and of
any rules, regulations, determinations, or decisions made thereunder,
and the rights of any and all persons having or claiming to have any
interest therein or thereunder, shall be determined exclusively in
accordance with the laws of the State of Georgia, except where those
laws may be superseded by the laws of the United States of America.
Without limiting the generality of the foregoing, the period within
which any action in connection with the Plan must be commenced shall
be governed by the laws of the State of Georgia.
(g) The obligation of the Corporation to make payment of Awards in Stock
shall be subject to all applicable laws, rules and regulations, and to
such approvals by government agencies as may be required. The
Corporation shall be under no obligation to register under the
Securities Act of 1933, as amended from time to time ("1993 Act"), any
of the shares of Stock paid under the Plan. If the Stock paid under
the Plan may in certain circumstances be exempt from registration
under the 1933 Act, the Corporation may restrict the transfer of such
Stock in such manner as it deems advisable to ensure the availability
of any such exemption.
SECTION 13. Cash Awards and Loans
- ----------------------------------
The Committee, in its sole discretion, at any time may authorize special cash
Awards to Participants to enable them to fund the exercise price of a Stock
Option or any taxes that must be paid or withheld upon the exercise of a Stock
Option or Stock Appreciation Right to fund the purchase price (if any) of
Restricted Stock or any taxes that must be paid or withheld with respect to
Restricted Stock, or to fund any taxes that must be paid or withheld with
respect to any Performance Award. The Committee in its sole discretion, at any
time, may assist a Participant in obtaining a loan for any funds required in
connection with any aspect of the Plan, including without limitation the
exercise or purchase price of any Award and any taxes that must be paid or
withheld in connection with any Award.
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SECTION 14. Accounting
- -----------------------
It is the intent of the Board that the accounting expenses for any Awards under
this Plan to employees of Subsidiaries be charged to the Subsidiaries employing
such employees and not to the Corporation. The Board of Directors and the
Committee shall have the right to adopt any policies and procedures required in
order to carry out this intent.
SECTION 15. Effective Date of Plan
- -----------------------------------
The Plan shall become effective upon the earlier of its adoption by the Board of
Directors or by the Executive Committee of the Board of Directors; provided,
however, that Incentive Stock Options awarded hereunder shall be automatically
converted into Non-Qualified Stock Options if shareholder approval of the Plan
is not obtained within twelve months of the Plan's effective date.
SECTION 16. Term of Plan
- -------------------------
No Stock Option, Stock Appreciation Right, Restricted Stock or Performance Award
shall be granted pursuant to the Plan on or after the tenth anniversary of the
effective date of the Plan, but Awards theretofore granted may extend beyond
that date.
SECTION 17. Execution
- ----------------------
IN WITNESS WHEREOF, the Corporation has caused this Plan to be signed by its
duly authorized officers effective as of this 1st day of March, 2002.
SYNOVUS FINANCIAL CORP.
By:/s/G. Sanders Griffith, III
Title: Senior Executive Vice President
General Counsel and Secretary
16