Exhibit 10(o)
December 1, 2003
Mr. Ralph Horn
First Tennessee Bank
4385 Poplar OCC 2nd Floor
Memphis, TN 38117
Dear Ralph,
This letter describes the components of the special separation package approved
by the Human Resources Committee of First Tennessee National Corporation (the
"Company"). This letter also contains a Non-Solicitation and Non-Compete
Agreement.
I. Employee Benefits
Pension and Supplemental Retirement
Based on an election of the 50% Joint & Survivor Annuity Option for
your early retirement benefit under the FTNC Pension Plan, you will
receive approximately $6984 each month beginning in January 2004.
In addition to the monthly pension benefit, you will receive a
supplemental retirement payment of approximately $477,468 per year
which will be paid in bi-weekly payments of approximately $18,364
beginning in January 2004. These payments are also based on the 50%
Joint & Survivor Annuity Option. The total monthly payments from FTNC
Pension and supplemental retirement will be approximately $46,773*.
All of these payments will be eligible for any cost of living increases
that may be provided in the future to retirees through the FTNC Pension
Plan.
*These numbers are estimates. These amounts will be finalized after
your retirement date December 31, 2003. However, please note the
pension payment and supplemental payment combined will equal $561,276
per year.
Deferred Compensation
Your account in the Directors and Executives Deferral Plan will
continue to accrue interest at the Applicable Rate. The first payment
will be made on or about the January 31st following your 65th birthday
(i.e. January 31, 2007). The monthly payment, based on the current
Applicable Rate, will be $40,842.50 per month ($490,110 annually) for a
period of 180 months (or 15 years). A summary of your total projected
benefits under the Deferral Plan will be provided to you.
Restricted Stock
There are currently 49,258 shares of restricted FTNC stock in your
TARSAP account. Subject to remittance to the Company of all applicable
withholding taxes, the Committee has approved that the Company release
the restrictions on these shares that are currently not vested. These
restrictions will be released on January 2, 2004.
Medical Insurance
You may continue your medical coverage, as an early retiree, provided
you make the necessary premium payments. At your death, your spouse
will have free coverage for two years and at the end of the two years,
she can continue coverage by paying the necessary premiums unless she
remarries or becomes covered by another group medical plan. As is the
case with all of our retirees, First Tennessee reserves the right to
change premiums, make plan revisions or terminate the plan at any time.
Executive Survivor Life Insurance
At your death, a survivor's income benefit will be paid under the
Company's Survivor Benefits Plan to your beneficiary. The benefit will
be equal to two times your final year's base salary (exclusive of
incentive or bonus compensation). This taxable survivor's benefit,
based on your estimated final salary, will be $1,840,852. In the event
of a Change in Control, your benefit under the Plan cannot be reduced.
Group Life Insurance and Voluntary Group Life
You have $50,000 of group term life insurance that will cease as of
December 31, 2003. You have no voluntary group life insurance.
You may convert your group term life insurance coverage to a whole life
insurance policy within 31 days of your coverage ending. Please contact
us if you would like a conversion form.
Stock Options
All outstanding options will continue to vest as scheduled upon your
retirement. Unexercised management options will expire three years
after date of retirement and unexercised deferral options will expire
five years after date of retirement.
Office Space
You will be provided office space beginning January 2004 at a mutually
agreed upon location until you reach age 75.
Administrative Support
You will be offered administrative support paid for by the Company
until age 75.
Financial Counseling
You may use financial planning and tax preparation services at your
discretion, paid for by FTN. This benefit will be available to you
until age 75.
These benefits extensions are in addition to other benefits to which you would
otherwise be entitled upon your Early Retirement.
II. Release and Waiver
In consideration for the benefits described in paragraph I above, and
other good and valuable consideration, the receipt of which you
acknowledge by your signature in the space provided below, you do, for
yourself, your heirs, personal representatives, agents and assigns,
fully, absolutely, and unconditionally release, acquit and forever
discharge First Tennessee National Corporation, and any and all of
their predecessors, successors, assigns, subsidiaries, parents,
affiliates, and their respective directors, officers, employees and
agents, attorneys and representatives, both past, present, or future,
from any and all claims, losses, demands, liabilities, causes of
action, fees (including attorney's fees), compensation, back pay and/or
front pay, employment or re-employment and any other benefits,
obligation or liability of any kind, known or unknown, whether
heretofore asserted or unasserted, including but not limited to all
causes of action arising out of or in any way related to your
employment by the Bank, or your termination, whether arising out of or
related to Title VII of the Civil Rights Act of 1964, as amended
("Title VII"); the amendments to Title VII of the Civil Rights Act of
1991; The Federal Americans with Disabilities Act of 1990; and the AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, (the "ADEA"), the
Tennessee Human Rights Commission Act, Tennessee Code Annotated section
4-21-101 et seq., and Tennessee Code Annotated 8-50-103 (Employment of
the Handicapped), or any other federal or state, local, city statute,
code, ordinance, rule, regulation, or common law governing, controlling
or otherwise dealing with employment, employment discrimination or
equal employment opportunity, unemployment compensation, employment
termination, or otherwise all causes of action occurring from the
beginning of time to the date of this Agreement.
III. Acknowledgment of Compliance
Because this Agreement includes a release and waiver as to claims under
the AGE DISCRIMINATION IN EMPLOYMENT ACT, your signature below
acknowledges that it complies with the Older Workers Benefit Protection
Act ("OWBPA") of 1990
and further acknowledges that you confirm, understand and agree to the
terms and conditions of this Agreement; that these terms are written
in lay persons terms, and that you have been fully advised of your
right to seek the advice and assistance of consultants, including an
attorney, as well as tax advisors to review this Agreement.
Your signature below also acknowledges that you understand that you
have twenty-one (21) full days to consider whether to sign this
Agreement. By signing this Agreement on the date shown below, you
voluntarily elect to forego waiting twenty-one (21) full days to sign
this Agreement. You agree that any change, material or immaterial, to
the terms of this Agreement does not restart the running of the
twenty-one (21) day period.
IV. Right of Revocation
Your signature also acknowledges that, in Compliance with the OWBPA
mentioned above, you have been fully advised by the Company of your
right to revoke and nullify this release and Agreement, which right
must be exercised if at all, within seven (7) days of the date of your
signature. Any revocation of this must be in writing, addressed to the
Company, attention William J. Schwindt, and the Company must be
notified within the foregoing seven-day period. This Agreement will not
become effective or enforceable until the expiration of the seven-day
period. In no event shall payment be made by the Company on or before
the effective date.
V. Confidentiality and Non-Disclosure
In order to protect the legitimate interests of the Company, and its
subsidiaries, you agree that you will not disclose to others, whether
directly or indirectly, any proprietary information relating to the
Company's business plans or other confidential business information
and/or trade secrets of the Company which you received or to which you
were given access during your employment with the Company.
This obligation of confidentiality and non-disclosure shall also apply
to the content and substance of this letter, except, of course, it may
be disclosed to any attorney, financial or tax consultant from whom you
seek advice. If the confidentiality provisions of this Agreement are
violated by you, then you will be responsible for all costs and
enforcement costs including, but not limited to, attorney's fees.
Nothing in this Agreement, including the remedy provisions for breach,
limit in any way your right to challenge the validity of this Agreement
in a legal proceeding under OWPBA with respect to claims under the
ADEA.
VI. Non-Solicitation and Non-Compete
A. Non-Solicitation / Non-Hire - For a period of three (3) years
following the termination of your employment, and for such
additional period beyond the three years that you continue to
receive compensation from the Company, you agree that you will
not, either on your own behalf or on behalf of any other person
or entity, directly or indirectly, hire, solicit, or encourage to
leave the employment of the
Company any person who is then an employee of the Company or who
was an employee of the Company within six months of the date of
such hiring, soliciting, or encouragement to leave the Company.
B. Non-Compete - For a period of three (3) years following the
termination of your employment, and for such additional period
beyond the three years that you continue to receive compensation
from the Company, you agree not to compete with the Company or any
and all of its subsidiaries, parents or affiliates, by accepting
employment from or having any other relationship (including,
without limitation, through owning, managing, operating,
controlling or consulting) with a financial services business, or
any affiliate thereof, which is in competition with the Company
and has a business location within fifty (50) miles of Memphis or
any of its affiliated banking offices in Tennessee, unless you
have received the prior written consent of the Employee Services
Division Manager.
You acknowledge and agree that the restrictions set forth in
paragraphs V & VI hereof are reasonable and necessary for the
protection of the Company business and goodwill. You further agree
that if you breach or threaten to breach any of your obligations
in sections V and VI of this Agreement, the Company, in addition
to any other remedies available to it under the law, may obtain
specific performance and/or injunctive relief against you to
prevent such continued or threatened breach. You also acknowledge
and agree that the Company shall be reimbursed by you for all
attorney's fees and costs incurred by it in enforcing any of its
rights or remedies under sections V and VI of this Agreement.
VII. Return of Documents
By your signature, you acknowledge and confirm that you have returned
to the Company any and all documents belonging to it, as well as any
other property which belongs to it, and that no such documents or
materials or property have been retained by you.
VIII. Binding Effect
Upon your signing this Agreement, and after the expiration of seven (7)
days, it will become effective and is binding upon you and the Company
and its respective successors, assigns, heirs and personal
representatives, as is discussed in paragraph II above.
IX. Severability
A finding that any provision of this Agreement is void or unenforceable
shall not affect the validity or enforceability of any other provisions
of this Agreement.
X. Drafting
This Agreement is a product of negotiations between the parties and in
construing the provisions of this Agreement, no inference or
presumption shall be drawn against either party on the basis of which
party or their attorneys drafted this Agreement.
XI. Captions
The captions to the various paragraphs of this Agreement are for
convenience only and are not part of this Agreement.
XII. Sole Agreement
By your signature, you also confirm that the only consideration for
your signing this Agreement are the terms set forth within it, and that
no other promise or agreement of any kind has been made to you by the
Company or anyone acting by, for, or on its behalf.
YOU ALSO AFFIRM THAT YOU HAVE BEEN FREE TO DISCUSS THIS MATTER PRIVATELY AND
THOROUGHLY WITH AN ATTORNEY OF YOUR CHOICE AND THAT YOU FULLY UNDERSTAND THE
MEANING AND INTENT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ITS FINAL
AND BINDING EFFECT.
This Agreement is signed in duplicate originals at First Tennessee National
Corporation Memphis, Tennessee.
The benefits which have been approved by the Human Resources Committee are, of
course, conditioned on your acceptance of the terms of this letter, expressed by
your signature in the space provided below.
Sincerely,
/s/ Sarah L. Meyerrose
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Sarah L. Meyerrose
EVP Corporate & Employee Services
I HAVE READ, UNDERSTOOD AND KNOWINGLY AND VOLUNTARILY SIGNED AND ACCEPTED WITH
FULL KNOWLEDGE OF MY RIGHTS ON THE DATE SET FORTH BELOW.
/s/ Ralph Horn 12/10/03
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Ralph Horn Date
Witnessed by:
/s/ Debbie Golladay 12/10/03
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Date