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EXHIBIT 10.2(d)




FIRST TENNESSEE NATIONAL CORPORATION

1997 EMPLOYEE STOCK OPTION PLAN

(Adopted 10-22-96; As Restated for Amendments through 12-15-08)



1. Purpose. The 1997 Employee Stock Option Plan (the “Plan”) of First Tennessee National
Corporation and any successor thereto, (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 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



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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




     (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.




	 	(b)	 	“Committee” means the Stock Option Committee or any successor committee
designated 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 the several periods of the term of
the option (if the option is subject to quotas), as provided in Section 8(b) hereof.
	 
	 	(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 may be
exercised, as provided 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).




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	 	(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.
	 
	 	(l)	 	“Workforce reduction” means any termination of employment of one or more
employees of the Company or one or more of its subsidiaries as a result of the
discontinuation by the Company of a business or line of business or a realignment of
the Company, or a part thereof, or any other similar type of event; provided, however,
in the case of any such event (whether the termination of employment was a result of a
discontinuation, a realignment, or another event), that the Committee or the Board of
Directors has designated the event as a “workforce reduction” for purposes of this
Plan.




3. Effective Date of Plan. The Plan shall become effective upon approval by the Board of Director
of the Company. No options may be granted under the Plan after the month and day in the year 2006
corresponding to the day before the month and day on which the Plan becomes effective. The term of
options granted on or before such date may, however, extend beyond that date.




4. Shares Subject to the Plan.





	 	(a)	 	The Company may grant options under the Plan authorizing the issuance of no
more than 27,950,000 shares of its $0.625 par value (adjusted for any stock splits)
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)	 	Shares as to which options previously granted under this Plan shall for any
reason lapse shall be restored to the total number available for grant of options.





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 “non-employee director” (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
shall be granted, the number of shares subject to each option, the term of the option,
and the date on which options shall be granted.





6. Eligibility.





	 	(a)	 	Options 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 whom options shall be granted shall be conclusive.
	 
	 	(b)	 	An individual may receive more than one option.




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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:





	 	(a)	 	Term. Each option 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 was granted and ending (unless the option
shall have terminated earlier under other provisions of the Plan) on a date to be fixed
by the Committee. Notwithstanding the foregoing, each option granted under the Plan
shall become exercisable in full immediately upon a Change in Control.
	 
	 	(b)	 	Quotas. The Committee shall have authority to grant options 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, 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 (for all purposes under the
Plan, in the absence of an express designation by the Committee, the Company’s
Personnel Division Manager is deemed to be the Committee’s 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 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 (a “cashless exercise”). 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 by a method other than a cashless exercise, the



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Company shall promptly deliver to the grantee (or, in the event the grantee has
executed a deferral agreement, the Company shall deliver to the grantee at the time
specified in such deferral agreement) a certificate or certificates for the shares
purchased, without charge to him or her for issue or transfer tax.




	 	(d)	 	Postponements. The Committee may postpone any exercise of an option 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 to recognize the exercise of an option or to sell or issue shares during the
period of such postponement. Any such postponement shall automatically extend the time
within which the option 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 exercise period on the first day
of the postponement. Neither the Company nor any subsidiary of the Company, nor any of
their respective directors or officers shall have any obligation or liability to the
grantee of an option or to a successor with respect to any shares as to which the
option shall lapse because of such postponement.
	 
	 	(e)	 	Non-Transferability. All options 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 may be exercised during the lifetime of the grantee
only by him or her or by his/her guardian or legal representative.
	 
	 	(f)	 	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.
	 
	 	(g)	 	Restrictions. This subsection (g) 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
(except options designated by the Committee as FirstShare options), exercises and
grantees. An amount equal to the spread realized in connection with the exercise of an
option within six months prior to a grantee’s voluntary resignation shall be paid to
the Company by the grantee in the event that the 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.
	 
	 	(h)	 	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, 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;




(ii) to permit a grantee to tender back shares of Company common stock issued upon
the exercise of an option; or




(iii) to deliver to the Company previously owned shares of Company common stock,
having, in the case of (i), (ii), or (iii), a fair market value equal to the amount
of the federal, state, and local withholding tax associated with the exercise of the
option.



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	 	(i)	 	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. 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, workforce reduction, or voluntary resignation, to be employed by the Company or a
subsidiary, the option shall terminate three months after the cessation of employment, unless it
terminates earlier under other provisions of the Plan. Until the option 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 all applicable conditions
and restrictions provided in Section 8 hereof. If a person to whom an option has been granted
shall retire or become disabled, the option shall terminate five years after the date of early
retirement, retirement or disability, unless it terminates earlier under other provisions of 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 to the extent not previously exercised shall
terminate at once. In the event that the sale of certain assets and assumption of certain
liabilities (referred to herein as “the sale of the Division”) of the HomeBanc Mortgage Corporation
division (the “Division”) of First Horizon Home Loan Corporation occurs, then notwithstanding
anything herein to the contrary, if the grantee of one or more stock options described in the
second sentence of Section 7 of the Plan is employed by the Division immediately prior to the
closing of the sale of the Division and is not an employee of the Equibanc department of the
Division and if the employment of the grantee of such option or options terminates at the time of
the closing of the sale of the Division, then each of such stock options shall terminate at 5:00
p.m. Memphis time on the fifth anniversary of the closing of the sale of the Division (or if such
date is not a business day, then on the immediately preceding business day), unless it terminates
earlier under the Plan. The exercise of each of such options is subject to all applicable
conditions and restrictions provided in Section 8 hereof. If the grantee of one or more stock
options described in the second sentence of Section 7 of the Plan or as to which the number of
shares awarded was based on a formula which included a percentage of the grantee’s annual
bonus or target bonus or participation in a bonus plan shall cease to be employed as a result of a
workforce reduction, then each of such stock options shall terminate on the date specified by the
Committee, not to exceed five years after the date of termination, unless it terminates earlier
under other provisions of the Plan. Although such exercise is not limited to the exercise rights
which had accrued at the date of termination, such exercise shall be subject to all applicable
conditions and restrictions prescribed in Section 8 hereof. If the grantee of one or more stock
options not described in the prior two sentences of this paragraph shall cease to be employed as a
result of a workforce reduction, then each of such stock options shall terminate on the date
specified by the Committee, not to exceed three years after the date of termination, unless it
terminates earlier under other provisions of the Plan. Although such exercise is not limited to
exercise rights which had accrued at the date of termination, such exercise shall be subject to all
applicable conditions and restrictions prescribed in Section 8 hereof.



10. Exercise of Option After Death of Grantee. If the grantee of an option shall die while in the
employ of the Company or within three months after ceasing to be an employee, and if the option
was in effect at the time of his or her death (whether or not its term had then commenced), the
option 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, 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).




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12. Shareholder Rights. No person shall have any rights of a shareholder by virtue of a stock
option 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 under the Plan, or becoming available through the termination or forfeiture
of options previously granted but unexercised;
	 
	 	(b)	 	in the number subject to options then outstanding; and
	 
	 	(c)	 	in the quotas remaining available for exercise under outstanding options,




and a proportionate reduction shall be made in the per-share option price as to any outstanding
options or portions thereof not yet exercised. After any adjustment made pursuant to this Section,
the number of shares subject to each outstanding option may be rounded down to the nearest whole
number of shares or to the nearest fraction of a whole share specified by the Committee, all as the
Committee may determine from time to time. The Committee may approve different rounding methods for
different tranches of options or for options of different sizes within any single tranche. 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 may thereafter be
granted, and in the number and class of shares remaining subject to options 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.
Notwithstanding any other provision of this Section, in the case of any stock dividend paid or
payable at a rate of 10% or less:





	 	(i)	 	The Company may implement any required adjustment of an option by either of the
following alternative methods applicable to that option, in lieu of the method provided
above.






	 	(a)	 	The Company may defer making any formal adjustment to individual options until
such time as it is deemed administratively practicable and convenient. If the Company
expects a series of quarterly or other periodic stock dividends to occur, the Company
may make a single adjustment that would have the same cumulative effect as having made
adjustments for all such stock dividends, except that the Company may make a single
final rounding down adjustment for any fractional shares rather than having to account
for rounding at the time of each such stock dividend.
	 
	 	(b)	 	Prior to making any such formal adjustment(s) to such individual option or in
lieu of making any such formal adjustment(s), the Company may make one or more informal
adjustments to such individual option at the time that the holder exercises such option
(in whole or in part) in accordance with its original terms as if no adjustment had
been made for any such stock dividends. In that case, as soon as administratively
practicable thereafter, the Company shall issue to the option holder for no additional
consideration such whole number of additional shares to which the option holder would
have been entitled if formal adjustments to the holder’s option had been made for each
such stock dividend (except for a single final rounding down adjustment for any
fractional shares). In any case under this alternative: (1) the Company may impose such
limitations on the issuance of such additional shares, including the forfeiture of such
additional shares, if it is not administratively practicable for the Company to issue
such additional shares after any exercise of a stock option within such period of time
as may, in the discretion of the Company, be appropriate to best preserve the status of
such options under Section 409A as Grandfathered Options or Excepted Options, as
hereinafter defined; and (2) if approved by the Committee, the Company may withhold the
issuance of additional shares in such amount as may be appropriate to defray applicable
withholding and other taxes with respect to the




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	 	 	 	additional shares or may make other arrangements to defray applicable withholding and
other taxes from other sources.






	 	(ii)	 	The Committee may delegate to the executive officer of the Company in charge of human
resources the task of establishing and implementing appropriate policies, procedures, and
methods to implement any such alternative adjustment methods within parameters approved by
the Committee.
	 
	 	(iii)	 	Regardless of whether formal adjustments to individual options are deferred or whether
only informal adjustments are made to individual options, the number of shares available
for the issuance of options under the Plan shall be deemed to be increased as if formal
adjustments were made at the time of each such stock dividend.
	 
	 	(iv)	 	Notwithstanding any provision herein to the contrary, neither this section nor any
policies or procedures adopted hereunder shall be deemed to authorize any feature for the
deferral of compensation other than the deferral of recognition of income until the later
of (a) the exercise or disposition of the options under Treasury Regulation §1.83-7 or (b)
the time any shares acquired pursuant to the exercise of the options first become
substantially vested as defined in Treasury Regulation §1.83-3(b). In the event of any
partial exercise or disposition of an option or any partial vesting and delivery of shares
under an option, the foregoing provisions in this (iv) shall be applied to the options in
the same proportions.
	 
	 	(v)	 	For purposes of this section, the term “Grandfathered Options” shall mean options that
were both issued and exercisable prior to January 1, 2005 and thus grandfathered from being
subject to Section 409A of the Internal Revenue Code, and the term “Excepted Options” shall
mean stock options with an exercise price which may never be less than the fair market
value of the stock on the date of grant and thus qualify for the exception in Treas. Reg.
§1.409A-1(b)(5)(i)(A). It is not intended that any adjustment will constitute either a
material modification of a Grandfathered Option within the meaning of Treasury Regulation
§1.409A-6(a)(4) or a modification of an Excepted Option within the meaning of Treasury
Regulation §1.409A-1(b)(5)(v). This section shall be interpreted in accordance with such
intention, and all policies and procedures adopted hereunder shall be in accordance with
such intention.




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. 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 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
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.



17 Governing Law. The Plan and all determinations thereunder shall be governed by and construed in
accordance with the laws of the State of Tennessee.



18. Successors. This Plan shall bind any successor of the Company, its assets or its businesses
(whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner
and to the same extent that the Company would be obligated under this Plan if no succession had
taken place. In the case of any transaction in which a successor would not by the foregoing
provision or by operation of law be bound by this Plan, the Company shall require such successor
expressly and unconditionally to assume and agree to perform the Company’s obligations under this
Plan, in the same manner and to the same extent that the Company would be required to perform if no
such succession had taken place. The term “Company,” as used in the Plan, shall mean the Company
as hereinbefore defined and any successor or assignee to the business or assets which by reason
hereof becomes bound by this Plan.




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