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Exhibit 10(L)
FIRST TENNESSEE NATIONAL CORPORATION
1995 EMPLOYEE STOCK OPTION PLAN
1. Purpose. The 1995 Employee Stock Option Plan (the "Plan") of First
Tennessee National Corporation (the "Company") is designed to enable employees
of the Company and its subsidiaries to obtain a proprietary interest in the
Company, and thus to share in the future success of the Company's business.
Accordingly, the Plan is intended as a further means not only of attracting and
retaining outstanding personnel, but also of promoting a closer identity of
interest between employees and shareholders.
2. DEFINITIONS. As used in the Plan, the following terms shall have the
respective meanings set forth below:
(a) "Change in Control" means the occurrence of (and shall be
deemed to have occurred on the date of the earliest to occur of) any
of the following events:
(i) The shareholders of the Company approve a definitive agreement
or plan to merge, reorganize, exchange shares or consolidate (a
"Business Combination") or the issuance of voting securities of the
Company pursuant to a Business Combination, other than a Business
Combination which will result in the voting securities of the Company
outstanding immediately prior to such Business Combination continuing
to represent (either by remaining outstanding or by being converted
into voting securities of the surviving or acquiring entity) more than
50 percent of the voting power of the voting securities of the Company
or such surviving or acquiring entity outstanding immediately after
such Business Combination; or
(ii) The shareholders of the Company approve a definitive agreement
or plan to dissolve and/or liquidate the Company or to sell, lease,
exchange, or otherwise dispose of, all or substantially of the
Company's property and assets (a "transaction") to any other
corporation or any other legal person, other than a transaction which
will result in the voting securities of the Company outstanding
immediately prior to such transaction continuing to represent more
than 50 percent of the voting power of the voting securities of such
other corporation or other legal person outstanding immediately after
such transaction; or
(iii) A report is filed or required to be filed on Schedule 13D or
Schedule 14D-1 (or any successor schedule, form or report), each as
promulgated pursuant to the Securities Exchange Act of 1934, as
amended ("1934 Act"), disclosing that any person (as such term is
used in Section 13(d) or Section 14(d) of the 1934 Act) ("Person"),
other than the Company, an entity in which the Company directly or
indirectly beneficially own more than 50
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percent of the voting securities (a "majority-owned subsidiary"), or
any employee stock ownership or other employee benefit plans sponsored
by the Company or a majority-owned subsidiary, is or has become the
beneficial owner (as such term is defined in Rule 13d-3 promulgated
under the 1934 Act, or any successor rule or regulation) of securities
representing 20 percent or more of the voting power of the then
outstanding voting securities of the Company: or
(iv) Individuals who are Continuing Directors (as defined below) of
the Company cease for any reason to constitute at least a majority of
the Board of Directors of the Company.
Computations required by subsections (i) and (ii) 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. Computations required by subsection (iii) shall be made
on and as of the earlier of the date a report is filed or is required
to be filed and shall be based on reasonable assumptions that will
result in the highest percentage obtainable. For purposes of
determining voting power pursuant to subsections (i), (ii), and (iii),
all voting securities of a corporation (whether the Company or another
entity) shall be considered as a single class. For purposes of
subsection (iv), a "Continuing Director" means (a) any director of the
Company who was a director of the Company on December 15, 1992 and (b)
any other director of the Company whose nomination for election or
election as a director was approved by a vote of at least a majority
of the directors of the Company who at the time of such vote were
Continuing Directors pursuant to clause (a) or (b) hereof.
Notwithstanding the prior sentence, there shall be excluded from the
definition of "Continuing Director" any director whose initial
nomination for election or election occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors of the Company or an other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the
Continuing Directors, and a threatened election contest or
solicitation shall be conclusively presumed to have existed if the
Continuing Directors have made such a determination by the time of
such director's election.
(b) "Committee" means the Stock Option Committee or any successor
committee designate by the Board of Directors to administer
the Stock Option Plan, as provided in Section 5(a) hereof.
(c) "Early Retirement" means termination of employment after an
employee has fulfilled all service requirements for an early
pension, and before his or her Normal Retirement Date, under
the terms of the First Tennessee National Corporation Pension
Plan, as amended from time to time.
(d) "Quota" means the portion of the total number of shares
subject to an option which the grantee of the option may
purchase during
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several periods of the term of the option (if the option is
subject to quotas), as provided in Section 8(b) hereof. SAR's
are granted, if at all, at the time of granting a stock
option. If a stock option is subject to quotas, the related
SAR is subject to the same quotas.
(e) "Retirement" means termination of employment after an employee
has fulfilled all service requirements for a pension under the
terms of the First Tennessee National Corporation Pension
Plan, as amended from time to time.
(f) "Subsidiary" means a subsidiary corporation as defined in
Section 425 of the Internal Revenue Code.
(g) "Successor" means the legal representative of the estate of a
deceased grantee or the person or persons who shall acquire
the right to exercise an option or related SAR by bequest or
inheritance or by reason of the death of the grantee, as
provided in Section 10 hereof.
(h) "Term of the Option" means the period during which a
particular option or related SAR may be exercised in Section
8(a) hereof.
(i) "Three months after cessation of employment" means a period of
time beginning at 12:01 A.M. on the day following the date
notice of termination of employment was given and ending at
11:59 P.M. on the date in the third following month
corresponding numerically with the date notice of termination
of employment was given (or in the event that the third
following month does not have a date so corresponding, then
the last day of the third following month).
(j) "Five years after (an event occurring on day x)" and "five
years from (an event occurring on day x)" means a period of
time beginning at 12:01 A.M. on the day following day x and
ending at 11:59 P.M. on the date in the fifth following year
corresponding numerically with day x (or in the event that the
fifth following year does not have a date so corresponding,
then the last day of the sixtieth following month).
(k) "Voluntary Resignation" means any termination of employment
that is not involuntary and that is not the result of the
employee's death, disability, early retirement or retirement.
3. EFFECTIVE DATE OF PLAN. The Plan shall become effective when approved
at a shareholder's meeting by the holders of a majority of the shares of
Company common stock present or represented at the meeting and entitled to vote
on the Plan. No options or related SAR's may be granted under the Plan after
the month and day in the year 2005 corresponding to the day before the month
and day on which the Plan becomes effective. The term of option granted on or
before such date may, however, extend beyond that date, but no incentive stock
options may be granted which are exercisable after the expiration of ten (10)
years after the date of the grant.
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4. SHARES SUBJECT TO THE PLAN.
(a) The Company may grant options and related SAR's under the Plan
authorizing the issuance of no more than 1,500,000 shares of
its $2.50 par value common stock, which will be provided from
shares purchased in the open market or privately (that became
authorized but unissued shares under state corporation law) or
by the issuance of previously authorized but unissued shares.
(b) When an option is granted under the Plan, the Committee in its
sole discretion may include the grant of a SAR permitting the
grantee to elect to receive stock or cash or a combination
thereof in exchange for the surrender the unexercised related
option or portion thereof. Solely with respect to grantees
subject to the reporting and short- swing profits provisions
of Section 16 of the Securities Exchange Act of 1934 ("Section
16 grantees"), the Committee shall have the sole discretion to
consent to or disapprove the election of the grantee to
receive cash in full or partial settlement of the SAR. With
respect to all other grantees, the election is final without
any action by the Committee.
(c) Shares as to which options and related SAR's previously
granted under this Plan shall for any reason lapse shall be
restored to the total number available for grant of options.
Shares subject to options surrendered in exchange for the
exercise of a SAR shall not be restored to the total number
available for the grant of options or related SAR's.
5. PLAN ADMINISTRATION.
(a) The Plan shall be administered by a Stock Option Committee
(the "Committee") whose members shall be appointed from time
to time by, and shall serve at the pleasure of, the Board of
Directors of the Company. In addition, all members shall be
directors and shall meet the definitional requirements for
"disinterested person" (with any exceptions therein permitted)
contained in the then current SEC Rule 16b-3 or any successor
provision.
(b) The Committee shall adopt such rules of procedure as it may
deem proper.
(c) The powers of the Committee shall include plenary authority to
interpret the Plan, and subject to the provisions hereof, to
determine the persons to whom options and related SAR's shall
be granted, the number of shares subject to each option and
related SAR, the term of option and related SAR, and the date
on which options and related SAR's shall be granted.
6. ELIGIBILITY.
(a) Options and related SAR's may be granted under the Plan to
employees of the Company or any subsidiary selected by the
Committee. Determination by the Committee of the employees to
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whom options and related SAR's shall be granted shall be
conclusive.
(b) An individual may receive more than one option and related
SAR, subject, however, to the following limitations: (i) in
the case of an incentive stock option (as described in Section
422A of the Internal Revenue Code of 1986), the aggregate fair
market value (determined at the time the options are granted)
of the Company's common stock with respect to which incentive
stock options are exercisable for the first time during any
calendar year by any individual employee (under this Plan and
all other similar plans of the Company and its subsidiaries)
shall not exceed $100,000 and (ii) the maximum number of
shares with respect to which options or SAR's are granted to
an individual during the term of the Plan, as defined in
Section 3 hereof, shall not exceed 100,000 shares. Incentive
stock options granted hereunder shall be clearly identified as
such at the time of grant.
7. OPTION PRICE. The option price per share to be paid by the grantee to
the Company upon exercise of the option shall be determined by the Committee,
but shall not be less than 100% of the fair market value of the share at the
time the option is granted, nor shall the price per share be less than the par
value of the share. Notwithstanding the prior sentence, the option price per
share may be less than 100% of the fair market value of the share at the time
the option is granted if:
(a) The grantee of the option has entered into an agreement with
the Company pursuant to which the grant of the option is in
lieu of the payment of compensation; and
(b) The amount of such compensation when added to the cash
exercise price of the option equals at least 100% of the fair
market value (at the time the option is granted) of the shares
subject to option.
"Fair market value" for purposes of the Plan shall be the mean between the high
and low sales prices at which shares of the Company were sold on the valuation
day as quoted by the Nasdaq Stock Market or, if there were no sales on that
day, then on the last day prior to the valuation day during which there were
sales. In the event that this method of valuation is not practicable, then the
Committee, in its discretion, shall establish the method by which fair market
value shall be determined.
8. TERMS OR QUOTAS OF OPTIONS AND RELATED SAR'S:
(a) TERM. Each option and related SAR granted under the Plan
shall be exercisable only during a term (the "Term of the
Option") commencing one year, or such other period of time
(which may be less than or more than one year) as is
determined to be appropriate by the Committee, after the date
when the option or related SAR was granted and ending (unless
the option and related SAR shall have terminated earlier under
other provisions of the Plan) on a date to be fixed by the
Committee. Notwithstanding the foregoing, each option and
related SAR granted under the Plan shall become exercisable in
full immediately upon a Change in Control.
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(b) QUOTAS. The Committee shall have authority to grant options
and related SAR's exercisable in full at any time during their
term, or exercisable in quotas. Quotas or portions thereof
not purchased in earlier periods shall be cumulated and be
available for purchase in later periods. In exercising his or
her option or related SAR, the grantee may purchase less than
the full quota available to him or her.
(c) EXERCISE OF STOCK OPTIONS. Stock options shall be exercised
by delivering, mailing, or transmitting to the Committee or
its designee the following items:
(i) A notice, in the form, by the method, and at times
prescribed by the Committee, specifying the number of shares
to be purchased; and
(ii) A check or money order payable to the Company for the
full option price.
In addition, the Committee in its sole discretion may
determine that it is an appropriate method of payment for
grantees to pay, or make partial payment of, the option price
with shares of Company common stock, $2.50 par value, in lieu
of cash. In addition, in its sole discretion the Committee
may determine that it is an appropriate method of payment for
grantees to pay for any shares subject to an option by
delivering a properly executed exercise notice together with a
copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to
pay the purchase price. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures
with one or more brokerage firms. The value of Company common
stock surrendered in payment of the exercise price shall be
its fair market value, determined pursuant to Section 7, on
the date of exercise. Upon receipt of such notice of exercise
of a stock option and upon payment of the option price, the
Company shall promptly deliver to the grantee a certificate or
certificates for the shares purchased, without charge to him
or her for issue or transfer tax.
(d) EXERCISE OF SAR'S. Except as required by subsection 8(e), a
SAR shall be exercised by delivering, mailing, or transmitting
to the Committee or its designee a notice in the form, by the
method, and at times prescribed by the Committee, specifying
the grantee's election, in accordance with Subsection 4(b), to
receive cash, stock, or a combination thereof in full or
partial settlement of the SAR, or a portion thereof.
(e) CASH SETTLEMENTS OF SAR'S BY SECTION 16 GRANTEES.
Notwithstanding subsection 8(d), solely with respect to
Section 16 grantees, an election to receive cash in full or
partial settlement of a SAR or a portion thereof and the
actual exercise of such SAR shall be made by delivering,
mailing, or transmitting, to the Committee or its designee
during the period beginning on the third business day
following the release for
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publication of the Company's quarterly or annual sales and
earnings and ending on the twelfth business day following such
date a notice, in the form and by the method prescribed by the
Committee, specifying the grantee's election to receive cash in
full or partial settlement of the SAR, or a portion thereof.
Such notice shall constitute both the grantee's election to
receive cash and the actual exercise of the SAR for a cash
settlement.
(f) SAR PAYMENTS. Upon the exercise of a SAR in accordance with
subsection 8(d), the Company shall promptly deliver to the
grantee stock or cash or a combination thereof, in such
proportion as has been elected by the grantee pursuant to
subsection 8(d), equal to:
(i) The fair market value, as determined in Section 7, of one
share of Company common stock on the date of exercise of the
SAR: minus
(ii) The option price of the related option; multiplied by
(iii) The number of shares subject to option which are being
surrendered in exercise of the SAR, or portion thereof.
Provided, however, solely for the purpose of exercising an
SAR, the per share gain to the grantee as measured by the
difference between the fair market value, as described in (i),
and the option price, as described in (ii), shall not exceed
200% of the option price. For example, if the option price is
$12 per share, the gain may not exceed $24 per share or, in
this example, be based on a fair market value at the time of
exercise in excess of $36.
(g) SAR PAYMENTS TO SECTION 16 GRANTEES. Upon the exercise of a
SAR in accordance with subsection 9(e), the Company shall
promptly deliver to the grantee cash or the combination of
stock and cash, in such proportion as has been elected by the
grantee and consented to by the Committee pursuant to
subsections 4(b) and 8(e), equal to:
(i) The highest fair market value, as determined in Section
7, of one share of Company common stock occurring during ten
business day period specified in subsection 8(e) during which
the grantee makes his election and exercises the SAR; minus
(ii) The option price of the related option; multiplied by
(iii) The number of shares subject to option which are being
surrendered in exercise of the SAR, or portion thereof.
Provided, however, solely for the purpose of exercising an
SAR, the per share gain to the grantee as measured by the
difference between the fair market value, as described in (i),
and the option price, as described in (ii), shall not exceed
200% of the option price. For example, if the option price is
$12 per share, the gain may not exceed $24 per share or, in
this example, be
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based on a fair market value at the time of exercise in excess
of $36.
(h) POSTPONEMENTS. The Committee may postpone any exercise of an
option or related SAR for such period of time as the Committee
in its discretion reasonably believes necessary to prevent any
acts or omissions that the Committee reasonably believes will
be or will result in the violation of any state or federal
law; and the Company shall not be obligated by virtue of any
provision of the Plan or the terms of any prior grant of an
option or related SAR to recognize the exercise of an option
or related SAR or to sell or issue shares during the period of
such postponement. Any such postponement shall automatically
extend the time within which the option or related SAR may be
exercised, as follows: The exercise period shall be extended
for a period of time equal to the number of days of the
postponement, but in no event shall the exercise period be
extended beyond the last day of the postponement for more days
than there were remaining in the option or related SAR's
exercise period on the first day of the postponement. Neither
the Company, nor its directors of officers, shall have any
obligation or liability to the grantee of an option or related
SAR or to a successor with respect to any shares as to which
the option or related SAR shall lapse because of such
postponement.
(i) NON-TRANSFERABILITY. All options and related SAR's granted
under the Plan shall be non-transferable other than by will or
by the laws of descent and distribution, subject to Section 10
hereof, and an option or related SAR may be exercised during
the lifetime of the grantee only by him or her or by his/her
guardian or legal representative. Also, if required by the
then current Rule 16b-3, or any successor provision, and
solely with respect to Section 16 grantees, common stock
acquired upon the exercise of an option or related SAR may not
be sold for at least six months after acquisition, except in
the case of such grantee's death or disability. Also, if
required by the then current Rule 16b-3, or any successor
provision, and solely with respect to Section 16 grantees,
then notwithstanding anything hereunto the contrary, options
and SAR's are not exercisable for at least six months after
grant except in the case of death or disability.
(j) CERTIFICATES. The stock certificate or certificates to be
delivered under this Plan may, at the request of the grantee,
be issued in his or her name or, with the consent of the
Company, the name of another person as specified by the
grantee.
(k) RESTRICTIONS. This subsection (k) shall be void and of no
legal effect in the event of a Change of Control.
Notwithstanding anything in any other section or subsection
herein to the contrary, the following provisions shall apply
to all options and related SAR's, exercises and grantees. An
amount equal to the spread realized in connection with the
exercise of an option or SAR within six months prior to a
grantee's voluntary resignation shall be paid to the Company
by the grantee in the event that the
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grantee, within six months following voluntary resignation,
engages, directly or indirectly, in any activity determined by
the Committee to be competitive with any activity of the
Company or any of its subsidiaries.
(l) TAXES. The Company shall be entitled to withhold the amount
of any tax attributable to amounts payable or shares
deliverable under the Plan, and the Company may defer making
payment or delivery of any benefits under the Plan if any tax
is payable until indemnified to its satisfaction. The
Committee may, in its discretion and subject to such rules
which it may adopt, permit a grantee to satisfy, in whole or
in part, any federal, state and local withholding tax
obligation which may arise in connection with the exercise of
a stock option or SAR, by electing either:
(i) To have the Company withhold shares of Company common
stock from the shares to be issued upon the exercise of the
option or SAR;
(ii) To permit a grantee to tender back shares of Company
common stock issued upon the exercise of an option or SAR; or
(iii) To deliver to the Company previously owned shares of
Company common stock having a fair market value equal to the
amount of the federal, state, and local withholding tax
associated with the exercise of the option or SAR.
(m) ADDITIONAL PROVISIONS APPLICABLE TO OPTION AGREEMENTS IN LIEU
OF COMPENSATION. If the Committee, in its discretion permits
participants to enter into agreements as contemplated by
Section 7 herein, then such agreements must be irrevocable and
cannot be changed by the participant once made, and such
agreements must be made at least prior to the performance of
any services with respect to which an option may be granted.
Also, solely with respect to Section 16 grantees, the date of
the grant of any option pursuant to an agreement contemplated
by Section 7 herein must be at least six months after the date
on which a participant enters into such agreement, and the
exercise price must be determined by reference to the fair
market value of the Company's shares on the date of grant. If
any participant who enters into such an agreement terminates
employment prior to the grant of the option, then the option
will not be granted and all compensation which would have been
covered by the option will be paid to the participant in cash.
9. EXERCISE OF OPTION BY GRANTEE ON CESSATION OF EMPLOYMENT. If a person
to whom an option has been granted shall cease, for a reason other than his or
her death, disability, early retirement, retirement, or voluntary resignation,
to be employed by the Company or a subsidiary, the option and related SAR shall
terminate three months after the cessation of employment, unless it terminates
earlier under other provisions of the Plan. Until the option or related SAR
terminates, it may be exercised by the grantee for all or a portion of the
shares as to which the right to purchase had accrued under the Plan at the time
of cessation of employment, subject to
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all applicable conditions and restrictions provided in Section 8 hereof. If a
person to whom an option or related SAR has been granted shall retire or become
disabled, the option and related SAR shall terminate five years after the date
of early retirement, retirement or disability, unless it terminates earlier
under the Plan. Although such exercise by a retiree or disabled grantee is not
limited to the exercise rights which had accrued at the date of early
retirement, retirement or disability, such exercise shall be subject to all
applicable conditions and restrictions prescribed in Section 8 hereof. If a
person shall voluntarily resign, his option and related SAR to the extent not
previously exercised shall terminate at once.
10. EXERCISE OF OPTION OR RELATED SAR AFTER DEATH OF GRANTEE. If the
grantee of an option and related SAR shall die while in the employ of the
Company or within three months after ceasing to be an employee, and if the
option and related SAR was in effect at the time of his or her death (whether
or not its term had then commenced), the option and related SAR may, until the
expiration of five years from the date of death of the grantee or until the
earlier expiration of the term of the option and related SAR, be exercised by
the successor of the deceased grantee. Although such exercise is not limited
to the exercise rights which had accrued at the date of death of the grantee,
such exercise shall be subject to all applicable conditions and restrictions
prescribed in Section 8 hereof.
11. PYRAMIDING OF OPTIONS. The Committee in its sole discretion may from
time to time permit the method of exercising options known as pyramiding (the
automatic application of shares received upon the exercise of a portion of a
stock option to satisfy the exercise price for additional portions of the
option).
12. SHAREHOLDER RIGHTS. No person shall have any rights of a shareholder
by virtue of a stock option and related SAR except with respect to shares
actually issued to him or her, and issuance of shares shall confer no
retroactive right to dividends.
13. ADJUSTMENT FOR CHANGES IN CAPITALIZATION. Any increase in the number
of outstanding shares of common stock of the Company occurring through stock
splits or stock dividends after the adoption of the Plan shall be reflected
proportionately:
(a) In an increase in the aggregate number of shares then
available for the grant of options and related SAR's under the
Plan, or becoming available through the termination of options
and related SAR's previously granted but unexercised;
(b) In the number available to grant to any one person;
(c) In the number subject to options and related SAR's then
outstanding; and
(d) In the quotas remaining available for exercise under
outstanding options and related SAR's,
and a proportionate reduction shall be made in the per-share option price
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as to any outstanding options and related SAR's or portions thereof not yet
exercised. Any fractional shares resulting from such adjustments shall be
eliminated. If changes in capitalization other than those considered above
shall occur, the Board of Directors shall make such adjustments in the number
and class of shares for which options and related SAR's may thereafter be
granted, and in the number and class of shares remaining subject to options and
related SAR's previously granted and in the per-share option price as the Board
in its discretion may consider appropriate, and all such adjustments shall be
conclusive; provided, however, that the Board shall not make any adjustments
with respect to the number of shares subject to previously granted incentive
stock options or available for grant as options if such adjustment would
constitute the adoption of a new plan requiring shareholder approval before
further incentive stock options could be granted.
14. TERMINATION, SUSPENSION, OR MODIFICATION OF PLAN. The Board of
Directors may at any time terminate, suspend, or modify the Plan, except that
the Board of Directors shall not amend the Plan in violation of law and shall
not, without shareholder approval, make any amendment to the Plan (other than
amendments pursuant to Section 13 herein) that would:
(a) Increase the number of shares specified in Section 4(a);
(b) Extend the duration of the Plan specified in Section 3; or
(c) Modify the class of employees eligible to receive options and
related SAR's under the Plan.
No termination, suspension, or modification of the Plan shall adversely affect
any right acquired by any grantee, or by any successor of a grantee (as
provided in Section 10 hereof), under the terms of an option and related SAR's
granted before the date of such termination, suspension, or modification,
unless such grantee or successor shall consent, but it shall be conclusively
presumed that any adjustment for changes in capitalization as provided in
Section 13 does not adversely affect any such right.
15. APPLICATION OF PROCEEDS. The proceeds received by the Company from
the sale of its shares under the Plan will be used for general corporate
purposes.
16. NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the
granting of any stock option or SAR shall confer upon the grantee any right to
continue in the employ of the Company or any of its subsidiaries or interfere
in any way with the right of the Company or the subsidiary to terminate such
employment at any time.
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