Form of Performance Stock Units Grant Notice [2012]



 Exhibit 10.3 
 [FHN logo] 
 GRANT NOTICE 

 
 Performance Stock Units

 [Participant Name] 

You have been granted Performance Stock Units (PSUs) of First Horizon National Corporation as follows: 

 

							
	GRANT
DATE:	  	          
  , 2012        	  	GOVERNING PLAN:	  	2003 Equity Compensation 
Plan
	TARGET NUMBER OF
PSUS GRANTED:	  	 	  	PERFORMANCE PERIOD:	  	Three-year period 2012 thru 2014
	VESTING DATE OF
PSUS: 	  	To be selected by the Company in the first quarter of 2015, if
performance goals are met


 


 Your PSU award recognizes your leadership and performance within the organization. This
PSU award is granted under the Governing Plan specified above, and is governed by the terms and conditions of that Plan and by policies, practices, and procedures (“Procedures”) of the Compensation Committee (that administers the Plan)
that are in effect during the performance and vesting periods. Also, this award is subject to the terms and restrictions of FHNC’s stock ownership guidelines and Compensation Recovery Policy (“Policy”) as in effect during the vesting
period. 
 PSUs are not shares of stock and are not transferable. Each PSU that vests will result in one share of FHNC common
stock being issued to you, subject to withholding for taxes. Subject to provisions of the Governing Plan, the Committee may choose to pay all or a portion of vested PSUs in cash, based on the fair market value of vested shares on the vesting date.

 PSUs that have not been forfeited prior to the vesting date will be paid based on the extent to which the performance goal
for this award is achieved during the Performance Period, all as set forth in Exhibit A to this Notice. Performance for this award in Exhibit A is based on FHNC’s ranking of average annual return on equity (“ROE rank”) relative to
peers in the Performance Period. The target number of PSUs granted is the number that may be paid if ROE rank is achieved at the mid-level in Exhibit A; higher performance may result in a higher amount paid (up to 150% of target); a lesser number
may be paid if a lesser rank is achieved; and, all PSUs will forfeit if the minimum ROE rank in Exhibit A is not achieved. The Committee will make appropriate adjustments of accounting numbers so that results are comparable across periods and will
make final determinations of performance achievement, all as provided or permitted by Committee action and the Governing Plan. PSUs that do not vest as a result of a failure to achieve performance goals as determined by the Committee automatically
are forfeited. 
 This PSU award also is subject to possible reduction or forfeiture in advance of vesting in accordance with
the Governing Plan, the Procedures, and the Policy. As of the Grant Date, the Procedures provide (among other things) that: (a) forfeiture generally will occur immediately upon termination of employment — you must remain continuously
employed by FHNC or one of its subsidiaries through the close of business on the vesting date; but (b) if your termination of employment occurs because of your death, permanent disability, or normal or approved retirement, the PSUs will be
partially forfeited in proportion to the part of the Performance Period during which you are not employed, as determined by the Committee. The reduced PSUs will vest or not vest based on achievement of performance goals over the entire Performance
Period. Normal retirement occurs if you retire under our pension plan at or after age 65 with at least 5 years of service; early retirement does not qualify as ‘normal’ unless the Committee expressly approves normal retirement treatment
for this award. In addition, currently the Plan and Policy provide for forfeiture of PSUs or recovery of PSU proceeds if you engage in certain types of misconduct or if performance data is materially false or misleading and you are substantially
responsible for its accuracy. 


 Also, this PSU award will be forfeited, or if already vested you must pay in cash to FHNC
the gross pre-tax value of the award measured at vesting, if during the restriction period applicable to this award you, either on your own behalf or on behalf of any other person or entity, in any manner directly or indirectly solicit, hire, or
encourage any person who is then an employee or customer of FHNC or any and all of its subsidiaries or affiliates to leave the employment of, or to end, diminish, or move any of his, her, or its accounts or relationships with, FHNC or any and all of
its subsidiaries or affiliates. The restriction period for this award begins on the Grant Date and ends on the second anniversary of the vesting date. By accepting this PSU award, you acknowledge that FHNC may reduce or offset other amounts owed to
you, including but not limited to wages or commissions owed, among other things, to satisfy any repayment obligation. 
 Your
PSUs will accrue cash dividend equivalents, to the extent cash dividends are paid on common shares prior to vesting. From the grant date until the vesting date, dividend equivalents accumulate (without interest) as if each PSU were an outstanding
share. To the extent that PSUs vest, the accumulated dividend equivalents associated with vested PSUs will be paid in cash at vesting or in the next payroll cycle. Dividend equivalents associated with forfeited PSUs likewise are forfeited. Stock
splits and stock dividends will result in a proportionate adjustment to the number of PSUs as provided in the Plan and Procedures. 
 Vesting is a taxable event for you. Your withholding and other taxes will depend upon FHNC’s stock value on the vesting date and the amount of dividend equivalents paid to you. As of the Grant Date,
the Committee’s Procedures provide that FHNC will withhold shares and cash at vesting in the amount necessary to cover your required withholding taxes; however, the Procedures may be changed at any time. You are not permitted to make any
election in accordance with Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in your gross income for federal income tax purposes the value of the PSUs this year. If you make a Section 83(b) election, it will
result in the forfeiture of your PSUs. FHNC reserves the right to defer payment of PSUs if that payment would result in a loss of tax deductibility. 
 Questions about your PSU award? 
 Important information concerning the
Governing Plan and this PSU award is contained in a prospectus. Copies of the current prospectus (including all applicable supplements) are delivered separately, and you may request a copy of the Plan or prospectus at any time. If you have questions
about your PSU grant or need a copy of the Governing Plan, the related prospectus, or the Committee’s current administrative procedures, contact Fidelity Investment’s Executive Relationship Officer at
                                . For all your personal stock incentive information, you
may view your award and other information on Fidelity’s website at www.NetBenefits.com. 

 

  

  

	
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