EXHIBIT 10.3(a)
FORM OF PERFORMANCE-ACCELERATED RESTRICTED STOCK AGREEMENT
UNDER 1992 RESTRICTED STOCK INCENTIVE PLAN
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RESTRICTED STOCK AGREEMENT
Date:
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Participant:
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Number of Shares:
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Restricted Stock Agreement ("Agreement") made as of the date specified
above by and between First Tennessee National Corporation (the "Company"),
acting with the prior approval of the Human Resources Committee (the
"Committee") of the Board of Directors and the employee whose name is specified
above, who is an employee of the Company, or one or more of its subsidiaries,
(the "Participant").
In consideration of the covenants hereinafter set forth, the Company and
the Participant agree as follows:
1. Award. Pursuant to the terms of the First Tennessee National Corporation
1992 Restricted Stock Incentive Plan (the "Plan"), the Company hereby grants to
the Participant the number of shares specified above (the "Shares") of common
stock of the Company, par value $0.625 per share (the "Common Stock"), subject
to the Restrictions and other conditions hereinafter set forth. So long as any
Shares are subject to the Restrictions set forth in Section 4 hereof, such
Shares shall be deemed to be, and shall be referred to herein as, Restricted
Shares.
2. Certificates. Each certificate evidencing Restricted Shares shall be
deposited with the Treasurer of the Company, accompanied by a stock power in
blank executed by the Participant, and shall bear the following legend:
"This certificate and the shares of stock represented hereby are subject to
the terms and conditions (including the risk of forfeiture and restrictions on
transfer) contained in the First Tennessee National Corporation 1992 Restricted
Stock Incentive Plan and a Restricted Stock Agreement entered into between the
registered owner and First Tennessee National Corporation. Release from such
terms and conditions shall occur only in accordance with the provisions of such
Plan and Agreement, a copy of each of which is filed with the Secretary of First
Tennessee National Corporation."
3. Adjustments in Restricted Shares. In the event of any change in the
outstanding Common Stock by reason of a stock dividend or distribution,
recapitalization, merger, consolidation, split-up, combination, exchange of
shares or the like, the Committee shall make equitable adjustments in the
Restricted Shares corresponding to adjustments made by the Committee in the
number and class of shares of Common Stock which may be issued under the Plan.
Any new, additional or different shares to which the Participant shall be
entitled in respect of Restricted Shares by reason of such adjustment shall be
deemed to be Restricted Shares and shall be subject to the same terms,
conditions, and restrictions as the Restricted Shares so adjusted.
4. Restrictions. During applicable periods of restriction determined in
accordance with Section 6 of this Agreement, Restricted Shares, and the right to
vote such Shares and to receive dividends thereon, may not be sold, assigned,
transferred, exchanged, pledged, hypothecated or otherwise encumbered, and shall
be subject to the risk of forfeiture contained in Section 5 of this Agreement
(such limitations on transferability and risk of forfeiture being collectively
called the "Restrictions"), but the Participant shall have all other rights of a
stockholder, including, but not limited to, the right to vote and receive
dividends on Restricted Shares.
5. Forfeiture of Restricted Shares. In the event that the Participant (a)
voluntarily terminates his employment with the Company (including its
subsidiaries), (b) is discharged from employment with the Company (including its
subsidiaries) as a result of his failure (not caused by death or disability) to
perform the duties of his position faithfully and to the best of his ability, or
(c) is reassigned to a position which, in the opinion of the Committee, reduces
the Participant's opportunity to make an impact upon the profitability of the
Company through his/her decisions, actions and counsel (the events described in
the foregoing clauses (a), (b), and (c) being called herein "Events of
Forfeiture"), all Shares which at the time are Restricted Shares shall be
forfeited by the Participant to the Company without payment of any consideration
by the Company, and neither the Participant, nor any successor, heir, assign or
personal representative of the Participant, shall have any further right to or
interest in such Restricted Shares or the certificate or certificates evidencing
them. Notwithstanding anything herein to the contrary, if a Change in Control
(as defined in Section 9) occurs and if, prior to the date on which the Change
in Control occurs, the Participant's employment with the Company is terminated
or the Participant is reassigned to a position within the meaning of Section
5(c) and if it is reasonably demonstrated by the Participant that such
termination of employment or reassignment of position (i) was at the request of
a third party who has taken steps reasonably calculated to effect a Change in
Control or (ii) otherwise arose in connection with or in anticipation of a
Change in Control, then for all purposes of this Agreement no Shares which at
the time are Restricted Shares shall be forfeited by the Participant to the
Company upon such termination or reassignment, and all Restrictions with respect
to such Shares shall lapse upon the Change in Control.
6. Lapse of Restrictions.
(a) Subject to clauses (b) and (c) of this Section 6, the Restrictions
shall lapse with respect to Restricted Shares in accordance with the following
schedule:
Date Number of Shares
- ---- ----------------
[tenth anniversary of grant date] All Shares
(b) If the Participant's employment with the Company (including its
subsidiaries) ends as a result of any event other than an Event of Forfeiture,
all Restrictions shall forthwith lapse as to all Restricted Shares.
(c) Notwithstanding the provisions of clause (a), but subject to clause (b)
of this Section 6, the Restrictions shall lapse with respect to the Restricted
Shares in accordance with the following schedule if the performance criteria
established by the Committee for the performance period at the beginning of such
period (or on the date hereof for the initial performance period) are achieved:
Performance Period Number of Shares Date of Lapse
- ------------------ ---------------- -------------
[three calendar years beginning year of grant] ____________ [April of year following perf. period]
[three calendar years beginning 1st year after grant] ____________ [April of year following perf. period]
[three calendar years beginning 2nd year after grant] ____________ [April of year following perf. period]
Each lapse of Restrictions provided for in this clause (c) is noncumulative. In
other words, if performance criteria for any performance period are not
achieved, Restrictions with respect to the indicated Restricted Shares shall not
lapse until the date specified in clause (a).
(d) Upon lapse of the Restrictions in accordance with this Section 6 or
Section 9, new certificates evidencing the Shares with respect to which the
Restrictions have lapsed, without the foregoing restrictive legend, shall be
issued to the Participant or his legal representative, against cancellation of
the legended certificates. Each such new certificate shall bear a legend
reflecting any restrictions upon the transferability of such Shares imposed by
law, such as the Securities Act of 1933.
7. Valuation of shares. For purposes of this Agreement, the fair market
value of the Shares on any date (a "Valuation Date") shall be deemed to be the
mean between the highest and lowest selling prices of the Common Stock on
Valuation Date as quoted by NASDAQ's national list of over-the-counter
securities as reported in The Wall Street Journal over-the-counter markets, or
other authorized sources, or, in the event the common stock is not traded on a
Valuation Date, the average of the mean between such highest and lowest prices
on the last trading day preceding, and the first trading day following, the
Valuation Date. Provided, however, if the Common Stock is listed on a national
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securities exchange the fair market value of the Shares shall be deemed to be
the mean between the highest and lowest selling prices of the Common Stock on
the exchange on the Valuation Date, or, in the event the Common Stock is not
traded on a Valuation Date, the average of the mean between such highest and
lowest selling prices of the Common Stock on such exchange on the last trading
day preceding, and the first trading day following, the Valuation Date.
8. Withholding Requirements. Whenever payments hereunder are to be made in
cash, or Restrictions lapse with respect to Restricted Shares, the Company shall
have the right to withhold from sums due to the Participant (or to require the
Participant to remit to the Company) an amount sufficient to satisfy any
federal, state or local withholding tax requirements prior to making such
payments or delivering any certificate evidencing such Shares.
9. Change in Control. Notwithstanding anything herein to the contrary, all
Restrictions with respect to the Restricted Shares imposed by the Plan or this
Agreement shall lapse immediately upon a Change in Control (as defined in the
following sentence). A "Change in Control" means the occurrence of any one of
the following events:
(I) individuals who, on January 21, 1997, constitute the Board (the
"Incumbent Directors") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director
subsequent to January 21, 1997, whose election or nomination for election
was approved by a vote of at least three-fourths (3/4) of the Incumbent
Directors then on the Board (either by a specific vote or by approval of
the proxy statement of the Company in which such person is named as a
nominee for director, without written objection to such nomination) shall
be an Incumbent Director; provided, however, that no individual elected or
nominated as a director of the Company initially as a result of an actual
or threatened election contest with respect to directors or as a result of
any other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board shall be deemed to be an
Incumbent Director;
(ii) any "Person" (as defined under Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and as used in
Section 13(d) or Section 14(d) of the Exchange Act) is or becomes a
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then outstanding
securities eligible to vote for the election of the Board (the "Company
Voting Securities"); provided, however, that the event described in this
paragraph (ii) shall not be deemed to be a change in control by virtue of
any of the following acquisitions: (A) by the Company or any entity in
which the Company directly or indirectly beneficially owns more than 50% of
the voting securities or interests (a "Subsidiary"), (B) by an employee
stock ownership or employee benefit plan or trust sponsored or maintained
by the Company or any Subsidiary, (C) by any underwriter temporarily
holding securities pursuant to an offering of such securities, or (D)
pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii));
(iii) the shareholders of the Company approve a merger, consolidation,
share exchange or similar form of corporate transaction involving the
Company or any of its Subsidiaries that requires the approval of the
Company's shareholders, whether for such transaction or the issuance of
securities in the transaction (a "Business Combination"), unless
immediately following such Business Combination: (A) more than 50% of the
total voting power of (x) the corporation resulting from such Business
Combination (the "Surviving Corporation"), or (y) if applicable, the
ultimate parent corporation that directly or indirectly has beneficial
ownership of 100% of the voting securities eligible to elect directors of
the Surviving Corporation (the "Parent Corporation"), is represented by
Company Voting Securities that were outstanding immediately prior to the
consummation of such Business Combination (or, if applicable, is
represented by shares into which such Company Voting Securities were
converted pursuant to such Business Combination), and such voting power
among the holders thereof is in substantially the same proportion as the
voting power of such Company Voting Securities among the holders thereof
immediately prior to the Business Combination, (B) no person (other than
any employee benefit plan sponsored or maintained by the Surviving
Corporation or the Parent Corporation), is or becomes the beneficial owner,
directly or indirectly, of 20% or more of the total voting power of the
outstanding voting securities eligible to elect directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) and (C) at least a majority of the members of the board of
directors of the Parent Corporation (or, if there is no Parent Corporation,
the Surviving Corporation) were Incumbent Directors at the time of the
Board's approval of the execution of the initial agreement providing for
such Business Combination (any Business Combination which satisfies all of
the criteria specified in (A), (B) and (C) above shall be deemed to be a
"Non-Qualifying Transaction"); or
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(iv) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or a sale of all or substantially
all of the Company's assets.
Computations required by paragraph (iii) shall be made on and as of the
date of shareholder approval and shall be based on reasonable assumptions
that will result in the lowest percentage obtainable.
Notwithstanding the foregoing, a Change in Control of the Company shall not
be deemed to occur solely because any person acquires beneficial ownership of
more than 20% of the Company Voting Securities as a result of the acquisition of
Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition by the
Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a change in control of the Company
shall then occur.
10. Tax Elections. The Participant agrees not to make an election in
accordance with Section 83(b) of the Internal Revenue Code of 1986, as amended,
to include in his gross income for federal income tax purposes the value of the
Restricted Shares in the year in which this Agreement is made.
11. Deferrals. Section 16 of the Plan permits certain participants, whose
Agreement so provides, to make deferral elections with respect to an award under
the Plan. Participant is eligible to make a deferral election pursuant to
Section 16 of the Plan with respect to one or more deferral periods by complying
with the provisions of Section 16.
12. Effect on Employment. Nothing contained in this Agreement shall confer
upon the participant the right to continue in the employment of the Company
(including its subsidiaries) or affect any right which the Company (including
its subsidiaries) may have to terminate the employment of the Participant.
13. Amendment. This Agreement may not be amended except with the consent of
the Committee and by a written instrument duly executed by the Participant and
the Company.
14. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their heirs, personal representatives,
successors and assigns.
IN WITNESS WHEREOF, each of the Company and the Participant has executed
and delivered this Agreement as of the day and year first above written.
ATTEST FIRST TENNESSEE NATIONAL CORPORATION
By: By:
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, Secretary [Name of Authorized Officer]
- -------------------- [Title of Authorized Officer]
- --------------------------------------
Participant
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