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EXHIBIT 10.15
BANCTENN CORP.
DIRECTORS FEE DEFERRAL PLAN
1. PURPOSE OF THE PLAN.
The purpose of this BancTenn Corp. Directors Fee Deferral
Plan (the "Plan") is to advance the interests of the Company by providing
Directors of the Company and the Bank with the opportunity to defer receipt of
their directors fees in a manner which suits each individual director's
individual circumstances and preferences. By making this Plan available, the
Company seeks to provide each Director with a degree of flexibility in planning
his or her personal financial matters.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Bank" shall mean Bank of Tennessee.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Change in Control" shall mean, with respect to the
Corporation or Bank, the happening of any of the following: (i) if any person
or entity, including a "group" as defined in the Securities Exchange Act of
1934 (other than (x) the Corporation or a wholly-owned subsidiary thereof, or
(y) any employee benefit plan of the Corporation or any of its subsidiaries, or
(z) William B. Greene, Jr. and his Related Interests) becomes the beneficial
owner of securities of the Corporation or the Bank having 50% or more of the
combined voting power of the then outstanding securities of the Corporation or
the Bank that may be cast in the election of directors of the Corporation or
the Bank (other than as a result of an issuance of securities initiated by the
Corporation or Bank in the ordinary course of business); (ii) if, as a result
of or in connection with any cash tender or exchange offer, merger or other
business combination, sale of assets or contested election, or any combination
of the foregoing, less than a majority of the securities of the Corporation or
the Bank, entitled to vote in the election of directors, are held by the
holders of the Corporation's or Bank's securities holding a majority of the
outstanding securities prior to such transaction; (iii) if, during any period
of two (2) consecutive years, the majority composition of the Board of
Directors of the Corporation or the Bank changes unless the election of each
new director was approved by 2/3 of the directors of the Corporation or the
Bank, as the case may be, then still in office who were directors of the
Corporation or Bank at the beginning of such period; or (iv) if William B.
Greene, Jr. and his Related Interests cease to own at least 25% of the
outstanding Common Stock of the Corporation unless William B. Greene, Jr. and
his Related Interests remain the Corporation's largest stockholder.
(d) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(e) "Continuous Service" shall mean the absence of any
interruption or termination of service as a Director of the Company or the
Bank. Continuous Service shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the
Company or in the case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor.
(f) "Company" shall mean BancTenn Corp.
(g) "Deferral Account" shall mean the account
established at the Bank to hold the deferred fees of the Directors who elect to
participate in the Plan.
(h) "Director" shall mean any member of the Board of
Directors of the Company or the Board of Directors of the Bank.
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(i) "Effective Date" shall mean the date specified in
Paragraph 8 hereof.
(j) "Employee" shall mean any person employed by the
Company or the Bank.
(k) "Interest Rate" shall mean an annual rate of
interest equal to (i) the interest rate yield on United States Treasury Bill
obligations having a maturity of one (1) year, quoted as of the first business
day of January of each calendar year, plus (ii) 250 basis points. The Interest
Rate, as so determined on the first business day of each January, shall be
fixed for the entire calendar year.
(l) "Plan" shall mean the BancTenn Corp. Directors Fee
Deferral Plan.
(m) "William B. Greene, Jr. and his Related Interests"
shall mean William B. Greene, Jr. and, Greene Investment Corporation, any trust
of which Mr. Greene is a trustee, co-trustee, or beneficiary, and any
partnership, corporation or limited liability company of which Mr. Greene is an
officer, director, stockholder, member or equity owner.
3. TERM OF THE PLAN.
The Plan shall continue in effect for a term of five
(5) years from the Effective Date, unless sooner terminated pursuant to
Paragraph 9 hereof: provided, however, the Board of Directors of the Company
shall be entitled to terminate the Plan effective at the end of each calendar
year upon a vote of not less than two-thirds of the Directors then holding
office.
4. ADMINISTRATION OF THE PLAN.
(a) Procedure for Election. Not later than December 1 of
each calendar year, each Director shall be entitled to make a Deferral Election
for the next succeeding calendar year, the effect of which is that the Director
waives his right to receive his Director fees in cash on a current basis during
such next succeeding calendar year. Such Deferral Election shall remain in
effect until revoked in writing by such Director. If a Director does not make
an affirmative Deferral Election, then he or she shall receive his or her
Director fees in cash payments according to the customary payment schedule.
(b) Interest. Funds held in the Deferral Account shall
bear interest at the Interest Rate, compounded annually, until withdrawn.
(c) General Rule. The Plan shall be administered by the
Board, provided that the Board may appoint a committee of Directors to make any
determinations required pursuant to the Plan.
(d) Powers. Except as limited by the express provisions
of the Plan, the Board shall have sole and complete authority and discretion
(i) to interpret the Plan, (ii) to prescribe, amend and rescind rules and
regulations relating to the Plan, and (iii) to make other determinations
necessary or advisable for the administration of the Plan.
(e) Effect of the Board's Decisions. All decisions,
determinations, and interpretations of the Board shall be final and conclusive
on all persons affected thereby.
(f) Indemnification. In addition to such other rights of
indemnification as they may have, the members of the Board shall be indemnified
by the Company in connection with any claim, action, suit or proceeding
relating to any action taken or failure to act under or in connection with the
Plan, granted hereunder to the full extent provided for under the Company's
governing instruments with respect to the indemnification of Directors.
5. WITHDRAWAL OF FUNDS.
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(a) Procedure. Deferred fees, together with the
allocable interest earned thereon, may be withdrawn from time to time by the
Director's written notice of withdrawal. Each such notice shall be delivered,
or mailed by prepaid registered or certified mail, addressed to the Treasurer
of the Company at the Company's executive offices. A Director who exercises his
right of withdrawal shall provide the Company satisfactory evidence as to the
proper handling of all applicable federal, state and local income and
employment taxes withholding obligations.
(b) Heirs and Successors. Withdrawal rights created
hereunder may be exercised only while the Participant is a Director of the
Company or the Bank, or within one (1) year after termination of the
Participant's Continuous Service as a Director. In the event of such Director's
death during the term of his directorship, the withdrawal rights granted herein
may be exercised within one (1) year from the date of his death by the personal
representatives of his estate or by the person or persons to whom his rights
under such rights shall have passed by will or by laws of descent and
distribution.
(c) Forfeiture. A Director's right to withdraw Deferred
Fes shall be automatically and completely forfeited in the event a Director is
removed from the Board of the Company or the Bank for "cause". As used herein,
"cause" shall include indictment on any criminal felony, conviction of any
criminal felony, engaging in any act of moral turpitude, failure to satisfy
attendance requirements as established by the Board or the applicable
regulatory authorities from time to time, the removal of the Director at any
shareholders meeting specifically called to consider termination or removal of
the Participant as a Director, and any other act which the Board of the
Company, in its sole discretion, determines to be materially harmful or
injurious to the reputation and standing of the Company or the Bank.
6. CHANGE IN CONTROL.
Upon the occurrence of a Change of Control, the Company, and
its successors, shall have the right to terminate this Plan and require each
participant to withdraw all deferred fees, and all allocable interest thereon.
7. NON-TRANSFERABILITY.
Neither the Directors Fees deferred under this Plan, nor the
interest earned thereon, may be pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution, or pursuant to the terms of a "qualified domestic relations
order" (within the meaning of Section 414(p) of the Code and the regulations
and rulings thereunder).
8. EFFECTIVE DATE.
The Plan shall become effective as of January 1, 2001 (the
"Effective Date"); provided, however, the first election to be made by the
Directors under the Plan shall be no later than December 1, 2000.
9. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend, suspend or terminate
the Plan; provided that no provision hereof may be amended more than once every
six months (other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder),
and provided further that any amendment that is "material" within the meaning
of Rule 16b-3 of the Securities Exchange Commission shall be subject to
stockholder approval. No amendment, suspension or termination of the Plan
shall, without the consent of any affected then-participating Director, alter
or impair any deferral theretofore created.
10. WITHHOLDING TAX.
The Company's obligation to deliver Deferred Fees and the
interest earnings thereon shall be subject to the Participant's satisfaction of
all applicable federal, state and local income and employment tax withholding
obligations.
11. NO EMPLOYMENT OR OTHER RIGHTS.
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In no event shall a Director's eligibility to participate or
participation in the Plan create or be deemed to create any legal or equitable
right of the Director, or any other party to continue service with the Company
or the Bank in any capacity. Without limiting the foregoing, neither a
Director's eligibility to participate in the Plan, nor the election to so
participate, shall be construed to guarantee or assure any Director of
continued service as a Director or reelection as a Director at any time.
12. GOVERNING LAW.
The Plan shall be governed by and construed in accordance
with the laws of the State of Tennessee, except to the extent that federal law
shall be deemed to apply.
Argabrite/Bank of Tennessee
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