Ex-10.U 1991 BANK ADVISORY DIRECTOR DEFERRAL PLAN



 



Exhibit 10(u)


FIRST TENNESSEE NATIONAL CORPORATION

BANK ADVISORY DIRECTOR DEFERRAL PLAN

(Adopted October 18, 1991)


     1.     Purpose. The First Tennessee National Corporation Bank Advisory Director
Deferral Plan (“Plan”) is designed to attract and retain advisory directors of
First Tennessee Bank National Association (“Bank”) of outstanding ability by
providing an attractive method to defer compensation by allow participants to
elect to receive stock options on shares of the common stock of Bank’s parent,
First Tennessee National Corporation (“Company”), in lieu of fees.


     2.     Effective Date and Duration of Plan. The Plan shall become effective when
approved by the Board of Directors of the Company (“Board of Directors”). No
options may be granted under the Plan after January 1, 1997. The term of
options granted on or before such date may, however, extend beyond that date.


     3.     Shares Subject to Plan. Subject to adjustment as provided in Section 9
herein, the shares issuable under the Plan upon the exercise of stock options
shall not exceed in the aggregate 80,000 shares of the common stock, par value
$2.50, of the Company. Such shares may be provided from shares purchased in
the open market or privately or by the issuance of previously authorized but
unissued shares. If any options previously granted under the Plan for any
reason lapse or are forfeited, the shares subject to such option shall be
restored to the total number available for grant.


     4.     Administration of Plan. The Plan shall be administered by a committee (the
“Committee”) whose members shall be appointed from time to time by, and shall
serve at the pleasure of, the Board of Directors. In addition, all members
shall be directors of the Company and (to the extent necessary for any plan of
the Company to comply with SEC Rule 16b-3 or any director to qualify as a
disinterested person) 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. Subject to the
provisions of the Plan, the Committee is granted the authority to interpret the
Plan, adopt such rules of procedure as it may deem proper, and make all other
determinations necessary or advisable for the administration of the Plan;
provided, however, the Committee shall have no discretion to make awards under
the Plan. The Plan provides for the automatic, non-discretionary, grant of
stock options to eligible Bank Advisory Directors (hereinafter defined) who
elect to participate in the Plan.


     5.     Participation in Plan. All advisory directors of Bank who are members of
Regional or Community Bank Advisory Boards who are not salaried employees of
the Company or any subsidiary of the Company and who are not directors of
Company or Bank (“Bank Advisory Directors”) are eligible to participate in the
Plan. Participation shall commence on the first day of the month (but not
before January 1, 1992) following receipt by the Committee or its designee of
an irrevocable election to receive stock options in lieu of all attendance fees
to be earned on and after such day and prior to January 1, 1997.


 






 


     6.     Non-statutory Stock Options. All options granted under the Plan shall be
non-statutory stock options not intended to qualify as incentive stock options
under Section 422A of the Internal Revenue Code of 1986, as amended.


     7.     Terms, Conditions, and Form of Options. Each option granted under the Plan
shall be evidenced by a written agreement in such form as the Committee shall
from time to time approve, which agreements shall comply with and be subject to
the following terms and conditions:


     (a)  Option Grant Dates. Options shall be granted automatically on the
first business day of each January and July subsequent to the first day of
participation to each eligible Bank Advisory Director who is participating in
the Plan.


     (b)  Option Formula. The number of shares subject to option granted to an
eligible Bank Advisory Director shall be equal to the nearest whole number of
shares computed in accordance with the following formula: Number of shares =
A/B, where


     A = Attendance fees earned during the two consecutive quarters preceding
the option grant date. (For the initial grant, only attendance fees earned on
or subsequent to the first day of participation shall be included in the
computation.)


     B = One half of the fair market value of one share of Company common stock
on the option grant date.


     (c)  Option Price. The option price per share to be paid by the Bank
Advisory Director to the Company upon the exercise of the option shall be 50
percent of the fair market value of a share on the option grant date. “Fair
Market Value” for purposes of the Plan shall be the mean between the high and
low sales prices at which shares of Company common stock were sold on the
valuation day as quoted by NASDAQ or, if there were no sales on that date, then
on the last day prior to the valuation day during which there were sales. In
the event that this method of valuation is practicable, then the Committee, in
its discretion, shall establish the method by which fair market value shall be
determined.


     (d)  Non-transferability. Each option granted under the Plan shall be
non-transferable other than by will or by the laws of descent and distribution,
subject to Section 7(k) hereof, and each option may be exercised during the
lifetime of the grantee only by him or by his guardian or legal representative.


     (e)  Option Grant. Each option granted under the Plan shall be
exercisable only during a term commencing on the option grant date and ending
(unless the option shall have terminated earlier under other provision of the
Plan) on the month and day in the 20th year following the year of grant
corresponding to the day before the month and day on which the option was
granted.


     (f)  Exercise of Options. Options shall be exercise by delivering the
Committee or is designee: (1) A notice, in the form prescribed by the
Committee, specifying the number of shares


 






 




to be purchased; (2) A check or
money order payable to the Company for the full option price. 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.


     (g)  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 option
agreement or any provision of the Plan 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 its Bank
advisory directors or officers, shall have any obligations 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.


     (h)  Certificates. The stock certificate or certificates to be delivered
under this Plan shall be issued in the name of the grantee unless the grantee
requests that the certificate(s) be issued in his name and the name of another
person as joint tenants with right of survivorship.


     (i)  Taxes. The Company may defer making payment or delivery of any
benefits under the Plan if any withholding tax is payable until the grantee
tenders the amount of the withholding tax due.


     (j)  Exercise of Option on Termination as a Bank Advisory Director. If
the grantee of an option shall cease, for a reason other than his death,
disability or retirement (defined for purposes hereof as any termination, not
caused by death or disability, after 10 years of service as a Bank Advisory
Director), to be a Bank Advisory Director, the option shall terminate one year
after termination as a Bank Advisory Director, unless it terminates earlier
under other provisions of the Plan. If a person to whom an option has been
granted shall retire or become disabled, the option shall terminate three years
after the date of retirement or disability, unless it terminates earlier under
the Plan. Such exercise shall be subject to all applicable conditions and
restrictions prescribed in Section 7 hereof.


     (k)  Exercise of Option After Death of Bank Advisory Director. If the
grantee of an option shall die while serving as a Bank Advisory Director or
within three months after termination as a Bank Advisory Director, and if the
option was in effect at the time of his death (whether or not its term had then
commenced), the option may, until the expiration of three 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. Such exercise
shall be subject to all applicable conditions and restrictions prescribed in
Section 7 hereof. “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 by bequest or inheritance or by reason
of the death of the grantee.



 






 


     8.     Limitation of Rights. No person shall have any rights as a shareholder by
virtue of a stock option granted to him except with respect to shares actually
issued to him, and issuance of shares shall confer no retroactive right to
dividends. Neither the Plan nor the grant of an option nor any other action
taken pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the bank will retain a Bank Advisory
Director for any period of time or for any particular compensation.


     9.     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 (1) 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, (2) in the number available for grant to any one person, and (3)
in the number subject to options then outstanding, and a
proportionate reduction shall be made in the per-share option price
as to any outstanding options 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 may thereafter be granted, 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.


     10.     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 (which terms do not include the
postponement of the exercise of an option) shall adversely affect any right
acquired by any grantee, or by an successor of a grantee, 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 than any adjustment for changes in capitalization as provided in
Section 10 does not adversely affect any such right.


     11.     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.


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