Common use of Agreement to Provide Services; Right to Terminate Clause in Contracts

Agreement to Provide Services; Right to Terminate. (i) Except as otherwise provided in paragraph (ii) below, the Company or you may terminate your employment at any time, subject to the Company's providing the benefits hereinafter specified in accordance with the terms hereof. (ii) In the event a tender offer or exchange offer is made by a Person (as hereinafter defined) for more than 20 percent (20%) of the combined voting power of the Company's outstanding securities ordinarily having the right to vote at elections of directors, including shares of the common capital stock of First Tennessee National Corporation, par value $1.25 per share (the "Company Voting Securities"), you agree that you will not leave the employ of the Company (other than as a result of Disability, Retirement, or upon an event which would constitute Good Reason if such event occurred after a change in control of the Company, as such terms are hereinafter defined) and will render the services contemplated in the recitals to this Agreement until such tender offer or exchange offer has been abandoned or terminated or a change in control of the Company, as defined in Section 3 hereof, has occurred; provided, however, that such obligation shall not extend for a period exceeding one hundred and eighty (180) days from the initial event resulting in the obligation under this paragraph (ii). For purposes of this Agreement, the term "Person" shall mean and include any individual, corporation, partnership, group, association or other "person", as such term is defined in 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, other than the Company, an entity in which the Company directly or indirectly beneficially owns more than 50% of the voting securities or interests (a "Subsidiary"), or any employee stock ownership or other employee benefit plan or trust sponsored by the Company or a Subsidiary.

Agreement to Provide Services; Right to Terminate. (i) Except as otherwise provided in paragraph (ii) below, the Company or you may terminate your employment at any time, subject to the Company's providing the benefits hereinafter specified in accordance with the terms hereof.. 1 (ii) In the event a tender offer or exchange offer is made by a Person (as hereinafter defined) for more than 20 percent (20%) of the combined voting power of the Company's outstanding securities ordinarily having the right to vote at elections of directors, including shares of the common capital stock of First Tennessee Horizon National Corporation, par value $1.25 0.625 per share (the "Company Voting Securities"), you agree that you will not leave the employ of the Company (other than as a result of Disability, Retirement, or upon an event which would constitute Good Reason if such event occurred after a change in control of the Company, as such terms are hereinafter defined) and will render the services contemplated in the recitals to this Agreement until such tender offer or exchange offer has been abandoned or terminated or a change in control of the Company, as defined in Section 3 hereof, has occurred; provided, however, that such obligation shall not extend for a period exceeding one hundred and eighty (180) days from the initial event resulting in the obligation under this paragraph (ii). For purposes of this Agreement, the term "Person" shall mean and include any individual, corporation, partnership, group, association or other "person", as such term is defined in 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, other than the Company, an entity in which the Company directly or indirectly beneficially owns more than 50% of the voting securities or interests (a "Subsidiary"), or any employee stock ownership or other employee benefit plan or trust sponsored by the Company or a Subsidiary.