FIRST COMMERCE CORPORATION
$hareMax CORPORATE INCENTIVE PLAN
Effective January 1, 1994, First Commerce Corporation (which
is referred to elsewhere in this document as the "Employer"),
established a Corporate wide incentive plan, known as $hareMax,
based on meeting the goals of certain performance key indicators
to be determined for each plan year by the management of First
Commerce Corporation.
DEFINITIONS
1. Administration Committee means the committee appointed
by the Director of Human Resources to administer the Plan.
2. Allocation means the percentages of the incentive pool
to be set aside to pay incentives to the participants in the
Plan.
3. Base Compensation means an Employee's basic salary or
wages (excluding bonuses and overtime) paid by the Employer
during the Plan year.
4. Beneficiary means the person or persons to whom a
deceased Participant's accrued incentive awards are payable.
5. Chief Executive Officer means the President and Chief
Executive officer of First Commerce Corporation.
6. Deferred Account means the account maintained for a
Participant which is funded with Deferred awards made on his or
her behalf by the Employer.
7. Disabled or Disability means unable to engage in any
substantial gainful activity due to any medically determinable
physical or mental impairment which can be expected to result in
death or be of long-continued and indefinite duration.
8. Employee means any person employed by the Employer who
is scheduled to work or works more than one thousand hours of
service each Plan Year; provided, however, that the term
Employee shall not include leased employees.
9. Employer means First Commerce Corporation (or a
successor) and any subsidiary thereof which currently
participates in the Plan or subsequently adopts the Plan.
10. Initial Entry Date means the first day of the month
following the later of (a) an Employee's commencement of
employment with an Employer or (b) the effective date of the
Employer's adoption of the Plan.
11. Investment Committee means the committee appointed by
the Chief Executive Officer to review the investment performance
of the Trustee.
12. Leased Employee means an individual who is not employed
by the Employer, but who performs services for the Employer
pursuant to an oral or written agreement between the Employer and
any leasing organization, including such individual.
13. Participant means an Employee eligible to participate
in the Plan.
14. Plan means First Commerce Corporation's incentive plan
also known as $hareMax.
15. Plan Administrator means the Administration Committee
appointed by the Director of Human Resources.
16. Plan Year means the calendar year.
17. Re-Entry Date means the first day of any month
following the Participant's return to work after a bona fide
leave of absence or long term disability.
18. Trust means the assets comprising the deferred amounts
under the Plan.
19. Trust Agreement means the written agreement entered
into between First Commerce Corporation and the Trustee, which
agreement provides for the fiduciary administration of the Trust.
20. Trustee means First National Bank of Commerce, New
Orleans, Louisiana, or a successor appointed by the Board of
Directors.
PARTICIPATION
1. Participation Standards. Each Employee shall be
eligible to participate in the Plan as of his or her Initial
Entry Date or any Re-Entry Date.
2. Participation After Reemployment. If an Employee
terminates his or her employment with all Employers after being
eligible to participate, and is later reemployed by an Employer,
he or she will be treated as a new Employee for purposes of
determining eligibility to participate in the Plan.
3. Participation After Leave of Absence or Disability. If
an Employee is qualified to return to active work, he or she
shall be entitled to participate in the Plan as of any Re-Entry
Date following the date on which such Participant first performs
an Hour of Service for the Employer after reemployment.
MISCELLANEOUS PROVISIONS
1. Deferment of all or part of the amounts accrued or
earned under the Plan will be determined, for each specified
group of Participants for a Plan Year, by the Plan Administrator.
2. Forfeitures of accrued or deferred amounts shall revert
to the Employer and be applied to reduce the expenses of First
Commerce Corporation.
3. Termination from the Plan and forfeiture of any accrued
or deferred amount will occur when termination from employment
takes place for cause or because of voluntary resignation.
INVESTMENTS
1. Trust Fund. First Commerce Corporation and the Trustee
have entered into a Trust Agreement, which agreement provides for
the establishment of a single Trust for the purpose of holding
and administering the assets comprising the deferred amounts
under the Plan.
2. Separate Accounts. The account of each Participant
shall be maintained separately by the Trustee or recordkeeping
agent appointed by the Plan Administrator.
3. Investment of Deferred Amounts. The Trustee shall
invest deferred amounts allocated to each Participant's account
in accordance with the instructions of the Investment Committee.
ADMINISTRATION
1. Administration. The Director of Human Resources shall
appoint an Administration Committee comprised of not less than
three individuals to administer the Plan. The individuals
appointed to the Administration Committee shall serve at the
discretion of the Senior Vice President of Human Resources. Any
individual may resign from the Committee by delivering his or her
written resignation to the Director of Human Resources.
2. Powers. The Administration Committee (which is referred
to elsewhere in this document as the "Plan Administrator") shall
have the power to administer the Plan; such power shall include,
but is not limited to:
a. The power to interpret and construe the
provisions of the Plan.
b. The power to determine all questions of
eligibility to participate, eligibility for payment of Plan
payouts, the allocation of deferred amounts, and the status and
rights of Participants and their Beneficiaries.
c. The power to determine and decide any dispute
arising under the Plan.
d. The power to direct the Trustee concerning all
payments which shall be made out of the Trust in accordance with
the provisions of the Plan.
e. The power to establish procedures for the
withholding of federal income tax from distributions.
3. Investment Committee. The Chief Executive Officer shall
appoint an Investment Committee comprised of not less than three
individuals to review the performance of the Trustee and the
investment policies of the Plan. The individuals serving on the
Investment Committee shall serve at the discretion of the Chief
Executive Officer. Any such individual may resign from the
Committee by delivering his or her written resignation to the
Director of Human Resources.
The powers of the Investment Committee shall include,
but are not limited to:
a. The power to direct the Trustee to acquire
investment instruments on behalf of the participants in the Plan.
b. The power to authorize additional investment
alternatives.
c. The power to review the investment performance
of the Trustee.
d. The power to direct the Trustee as to the
exercise of any conversion privilege or subscription right
available with respect to property held in the Trust.
4. Actions. Any action taken by the Plan Administrator or
the Investment Committee on matters within its discretion shall
be final and binding on the parties and on all Participants,
Beneficiaries or other persons claiming any right or benefit
under the Plan, in the Trust, or in the administration of the
Plan.
5. Compensation. No person employed by an Employer and
serving on the Administration Committee or the Investment
Committee shall receive compensation for the performance of his
or her duties as such.
7. Expenses. All expenses of administration shall be paid
from the Trust unless paid directly by the Employer. The
Employer may reimburse the Trust for any administrative expense
paid by the Trust.
AMENDMENT AND TERMINATION
1. Amendment. The Employer reserves the right at any time
to amend the Plan; provided, however, that no such amendment:
a. Shall authorize or permit any portion of the
Participants' accounts as established under the Plan to be used
for or diverted to purposes other than for the exclusive benefit
of the Employees or the Employees' Beneficiaries.
b. Shall deprive a Participant of his or her
nonforfeitable right to benefits accrued as the date of such
amendment. If the vesting schedule of the Plan is amended in
such a way that a Participant might in any Plan Year have less
vesting credit under the new schedule than under the schedule
prior to the amendment, each Participant with at least four Plan
Years of Service may elect to have his or her nonforfeitable
percentage computed without regard to such amendment. The period
during which such election may be made shall commence with the
date the amendment is adopted and shall end sixty days after the
Employee or Participant is provided with written notice of the
amendment.
Each employee and the Trustee shall be notified in
writing of any amendment within a reasonable time.
2. Merger. The Plan may be merged or consolidated with, or
its assets and liabilities may be transferred to any other plan
only if the benefits which would be received by a Participant in
the event of a termination of the Plan immediately after such
transfer, merger or consolidation are at least equal to the
benefit such Participant would have received if the Plan had
terminated immediately prior to the transfer, merger or
consolidation.
3. Termination. The Employer shall have the right, at any
time, to terminate the Plan, in whole or in part, by delivering
written notice of such termination to the Participants and
Trustee. A complete discontinuance of the Employer's
contributions to the Plan shall be deemed to constitute a
termination.
Upon any termination (whether full or partial) or a
complete discontinuance of contributions, all amounts credited to
the affected Participants' accounts shall become fully vested and
nonforfeitable. Upon such termination, the Plan Administrator
shall direct the Trustee to distribute the assets held in the
Trust to the Participants.