EXHIBIT 10.5(d)
AGREEMENT TO EXCHANGE SHARES FOR RSU's AND
DEFER RECEIPT OF SHARES
Fill in all of the following blanks with respect to your election to exchange
shares of restricted stock for restricted stock units ("RSU's") (as defined
below) and thereby defer receipt of shares under the 1992 Restricted Stock
Incentive Plan, as amended. Please print. Complete a separate Agreement for each
amount of shares covered by a performance period that is subject to accelerated
vesting for which you elect to defer.
Date: ________________
Performance Period Ending: ____________________
To be completed by Personnel Division:
Effective Date: ___________________
Number of Restricted Shares Covered by this
Deferral Election: ______________ (See Paragraph 8 below.)
Date of Distribution:_______________________________________________________
(See Paragraph 6 below for instructions.)
Beneficiary designation:_____________________________________________________
(See Paragraphs 13 and 14 below.)
Dividend equivalents:________________________________________________________
(Insert "Pay Now" [See Paragraph 16 below]
or "Defer" [See Paragraph 11 below].)
This Agreement is made and entered into as of the date stated above by
and between the individual named above (the "Participant") and First Tennessee
National Corporation (the "Corporation").
WITNESSETH
WHEREAS, the Corporation has established a deferral program (the
"Program") for certain employees of the Corporation and its subsidiaries who are
participants in the Corporation's 1992 Restricted Stock Incentive Plan, as
amended (the "Plan"), pursuant to which the grantee of an award under the Plan
who meets the eligibility requirements of the Program and who complies with the
terms and conditions of the Program is permitted to elect to exchange shares of
restricted stock for restricted stock units and thereby defer receipt of shares
and defer recognition of income for federal income tax purposes; and
WHEREAS, Participant desires to make a deferral election under the
Program;
NOW, THEREFORE, in consideration of the promises made herein,
Participant and the Corporation do agree as follows:
1. Subject to the terms and conditions of the Program described below,
Participant hereby irrevocably elects to exchange the number of
shares of restricted stock identified above for
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restricted stock units ("RSU's") and hereby defer receipt of
shares for the period of time specified, and the Corporation
agrees to deliver to Participant at the time specified the shares
whose receipt has been deferred (adjusted to reflect any stock
splits and stock dividends as described below) and an amount of
cash equivalent to the dividends that would have been paid after
the Effective Date (defined below) and prior to the Date of
Distribution (defined below) had Participant not made a deferral
election and continued to own the shares during the period
specified plus interest on such dividend equivalents at a 10-year
Treasury rate of interest, all as described below.
2. Participant must meet one of the following requirements: (a)
Participant must have received an award under Section 5 of the Plan,
at least some of the restrictions on which had not lapsed as of
December 15, 1998 or (b) Participant must have received an award
under Section 5 of the Plan after December 15, 1998 and
Participant's restricted stock agreement ("Restricted Stock
Agreement") provides that Participant may elect to defer under the
Plan with respect to such award.
3. The Effective Date of this Agreement must occur before restrictions
are scheduled to lapse on the Restricted Shares specified above and
must be at least any minimum number of days before restrictions are
scheduled to lapse that is required by the Committee.
4. Participants must tender certificates for the shares of restricted
stock with respect to which this Agreement is being entered into at
the time the Agreement is tendered, if the shares are not held in
book-entry format by the Corporation's transfer agent. Participant
agrees to execute any form that may be required by the transfer
agent with respect to book-entry or certificated shares.
5. The Effective Date of the deferral election is the close of business
on the business day on which the Manager of the Personnel Division,
or her designee, receives the deferral election and, if the shares
of restricted stock are not held in book-entry format, certificates
for the shares of restricted stock with any properly completed and
executed stock powers that may be requested by the Personnel
Division.
6. Participant must select a deferral period, at the end of which
shares whose receipt has been deferred and earnings thereon will be
paid to Participant, subject to Paragraph 13 herein. The payment
date is referred to herein as the "Date of Distribution."
Participant may specify any future date, not to exceed actual
retirement plus five years, as the Date of Distribution.
Alternatively, Participant may specify payment to be made "on
retirement" or "on retirement plus __ years and __ months." Under
this alternative, the payment date may not exceed actual retirement
plus five years. For all purposes hereof, the term "retirement"
includes any retirement, whether it is a normal or an early
retirement. If the Date of Distribution is not a business day,
payment will be made on the next day that is a business day.
7. Until the accelerated lapse date approved by the Committee, or if
accelerated performance criteria are not met, until the date
specified in the participant's Restricted Stock Agreement as the
date on which restrictions on the Restricted Shares will lapse,
RSU's will remain subject to forfeiture in the same manner as
Restricted Shares would have remained subject to forfeiture under
the provisions of the Plan and related Restricted Stock Agreement,
except as is provided below in the event of death, disability,
retirement, other termination of employment, or Change in Control.
In other words, RSU's will be subject to restrictions identical to
the restrictions on Restricted Shares, and restrictions on RSU's
will lapse, if at
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all, at the same time that restrictions on Restricted Shares
would have lapsed had Participant not made a deferral election.
If accelerated performance criteria have been met, then RSU's
will be fully vested and not subject to forfeiture.
8. Participant's deferral election must be for 100% percent of the
shares of restricted stock with respect to which restrictions are
scheduled to lapse if performance criteria are met for a performance
period (generally 1/3 of the shares originally awarded). Participant
may make a separate election for each of the three different
accelerated performance criteria performance periods applicable to
an award under the Plan, but any election must be for 100 percent of
the shares with respect to which restrictions may lapse if
performance criteria are met.
9. Upon the Effective Date, a deferral account will be established by
the Corporation, consisting of a subaccount reflecting RSU's and,
unless Participant has elected to receive earnings attributable to
RSU's currently, and not on a deferred basis, pursuant to Paragraph
16, a subaccount representing cash equal to the earnings credited to
the account with respect to dividend equivalents and interest
thereon. Participant's RSU subaccount will be credited with RSU's,
based on the number of shares of restricted stock covered by this
deferral election, with each RSU being equivalent to one share of
the Corporation's common stock. Additional RSU's will be credited to
participant's RSU subaccount at the time of payment of any stock
split or stock dividend on the Corporation's common stock, in
accordance with Paragraph 10 herein.
10. Any stock split and stock dividend that is declared with respect to
the Corporation's common stock having a payment date that occurs on
or after the Effective Date and before the deferral period has
terminated will result in a corresponding stock split or stock
dividend being made with respect to the RSU's in Participant's
deferral account with the result that Participant will be issued
that number of shares of the Corporation's common stock at the
termination of the deferral period that Participant would have owned
had he or she received shares of restricted stock, without
restriction, at the time of the lapsing of restrictions on the
restricted stock had Participant not entered into this Agreement and
had Participant then maintained ownership of such common stock
through the payment date of the stock dividend or stock split.
11. Earnings will be credited to Participant's cash subaccount and
accrued on the RSU's as follows: on each date on which the
Corporation pays a dividend on its shares of common stock, an amount
equal to such dividend will be credited to Participant's account
with respect to each RSU. Then, as of January 1st of each year, an
additional amount will be credited to Participant's account to
reflect earnings on the dividend equivalents from the time they were
credited to the account for the prior plan year. The rate of
earnings credited for the year will be the rate disclosed under the
caption "Annualized Ten Year Treasury Rate" in the Federal Reserve
Statistical Release in January of the year following the year with
respect to which earnings are to be credited, and the amount will be
computed by multiplying the dividend equivalent by the rate by a
factor representing the fraction of the year (e.g., 100% for a
January 1st dividend equivalent, 75% for an April 1st dividend
equivalent, 50% for a July 1st dividend equivalent, and 25% for a
October 1 dividend equivalent) remaining after the dividend
equivalent was credited to Participant's account. Interest will
compound as follows: for any cash credited to the account that
existed on the first day of the prior plan year (excluding any
dividend equivalent that is credited to the account on such day),
earnings will be credited in an amount equal to the amount of such
cash multiplied by the applicable ten year treasury rate factor. For
the portion of the year in which a distribution from the deferral
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account is made to Participant, earnings will be credited on any
cash credited to the account during such year from the time such
cash is credited through the date of distribution at the rate
employed for the previous year.
12. Payment from Participant's deferral account will be made in a
single lump sum, computed as follows: with respect to Participant's
RSU subaccount, one share of the Corporation's common stock will be
paid to Participant for each RSU credited to such subaccount, and
with respect to Participant's cash subaccount, cash in the amount
credited to the subaccount will be paid to Participant.
13. Payment from Participant's deferral account will be made to
Participant (or, in the event of Participant's death, his or her
beneficiary) only at the following times: (1) if restrictions on the
RSU's have already lapsed at the time payment is scheduled to be
made, then on the earliest to occur of the following dates: the date
selected by Participant, the date of a Change in Control as defined
in the Plan, or a date selected by the Corporation following
Participant's death, disability, or termination of employment for
any reason other than normal or early retirement that is no later
than the last day of the month following the month in which there
occurs the death, disability, or termination of employment of
Participant for any reason other than normal or early retirement, or
(2) if restrictions on the RSU's have not lapsed at the time payment
is otherwise scheduled to be made and subject to the last two
sentences of this Paragraph 13, then on the earliest to occur of the
following dates: (i) the later of the date selected by Participant
or the date restrictions on the RSU's lapse, if the shares have not
been forfeited before such lapse date, (ii) the date of a Change in
Control as defined in the Plan, or (iii) a date selected by the
Corporation following Participant's death, or if the Committee
approves, the participant's retirement or disability that is no
later than the last day of the month following the month in which
there occurs the death or, if the Committee has approved, the
disability or retirement of Participant. The RSU's and any right to
receive Restricted Shares without restrictions will be forfeited by
Participant if there occurs a termination of the participant's
employment prior to the lapsing of restrictions on RSU's or if
Participant becomes disabled or retires prior to a lapsing of
restrictions on RSU's and the Committee has not acted to approve
payment to Participant in the event of disability or retirement.
Notwithstanding a forfeiture of RSU's, the balance in Participant's
cash subaccount within Participant's deferral account will be paid
to Participant immediately following the occurrence of such a
forfeiture.
14. For any and all purposes of this Agreement and the Plan,
Participant designates the person specified above as his/her
beneficiary under the Plan.
15. The Human Resources Committee is authorized to interpret and
administer the Program and the terms and provisions of this
Agreement.
16. Participant is permitted to elect to receive earnings attributable
to Participant's RSU subaccount currently, and not on a deferred
basis, by indicating such an election on Participant's irrevocable
deferred agreement. If such an election is made, Participant will
receive in cash on each date on which the Corporation pays a
dividend on its shares of common stock an amount equal to such
dividend with respect to each RSU in Participant's RSU account. Such
payment will be made in lieu of crediting any amount to
Participant's cash subaccount pursuant to Paragraph 11 and
Participant's cash subaccount will be deemed to be "zero" for all
purposes of the Plan and this Agreement.
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IN WITNESS WHEREOF, Participant has executed and the Corporation has
caused its duly authorized officer to execute this Agreement, each as of the day
and year first above written.
FIRST TENNESSEE NATIONAL CORPORATION
By:__________________________________ _________________________
Executive Vice President, Participant
Division Manager Personnel,
or other authorized signatory
Risk Statement:
If the fair market value of Corporation common stock drops below the fair market
value on the Effective Date and does not recover before the end of the deferral
period, a portion of the value of such shares will be lost. Thereafter, the
value of such shares may increase or decrease further.
If Participant's employment terminates for a reason other than death, or if the
Committee approves, disability or retirement, before the restrictions on the
RSU's lapse, the right to receive shares at the end of the deferral period will
be forfeited by Participant and canceled by the Corporation.
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