EXHIBIT 10.5(b)
RESTRICTED STOCK AGREEMENT
Date: April 17, 2003
Participant: J. Xxxxxxx Xxxxx
Number of Shares: 50,000
Restricted Stock Agreement made as of the 15th day of April, 2003, by and
between J. Xxxxxxx Xxxxx (the "Participant") and First Tennessee National
Corporation (the "Company"), acting with the prior approval of the Board of
Directors upon the recommendation of its Human Resources Committee (the
"Committee").
In consideration of the covenants hereinafter set forth, the Company and
the Participant agree as follows:
1. Award. Pursuant to the terms of the First Tennessee National Corporation
2003 Equity Compensation Plan (the "Plan"), the Company hereby grants to the
Participant 50,000 shares (the "Shares") of common stock of the company, par
value $0.625 per share (the "Common Stock"), subject to the Restrictions and
other conditions hereinafter set forth. So long as any Shares are subject to the
Restrictions set forth in Section 3 hereof, such Shares shall be deemed to be,
and shall be referred to herein as, Restricted Shares.
2. Certificates. Each certificate evidencing Restricted Shares shall be
deposited with the Treasurer of the Company, accompanied by a stock power in
blank executed by the Participant, or shall be held in book-entry form at the
Company's transfer agent, and shall bear the following legend:
"This certificate and the shares of stock represented hereby are subject to
the terms and conditions (including the risk of forfeiture and restrictions on
transfer) contained in the First Tennessee National Corporation 2003 Equity
Compensation Plan and a Restricted Stock Agreement entered into between the
registered owner and First Tennessee National Corporation. Release from such
terms and conditions shall occur only in accordance with the provisions of such
Plan and Agreement, a copy of each of which is filed with the Secretary of First
Tennessee National Corporation."
3. Restrictions. During the applicable period of restriction determined in
accordance with Section 5 of this Agreement, Restricted Shares, and the right to
vote such Shares and to receive dividends thereon, may not be sold, assigned,
transferred, exchanged, pledged, hypothecated or otherwise encumbered, and shall
be subject to the risk of forfeiture contained in Section 4 of this Agreement
(such limitations on transferability and risk of forfeiture being collectively
called the "Restrictions"), but the Participant shall have all other rights of a
stockholder, including, but not limited to, the right to vote and receive
dividends on Restricted
Shares.
4. Forfeiture of Restricted Shares. In the event that the Participant (a)
voluntarily terminates his employment with the Company (including its
subsidiaries), (b) is discharged from employment with the Company (including its
subsidiaries) as a result of his failure (not caused by death or disability) to
perform the duties of his position faithfully and to the best of his ability or
(c) is reassigned to a position which, in the opinion of the Committee, reduces
the Participant's opportunity to make an impact upon the profitability of the
Company through his/her decisions, actions and counsel (the events described in
the foregoing clauses (a), (b), and (c) being called herein "Events of
Forfeiture"), all Shares which at the time are Restricted Shares shall be
forfeited by the Participant to the Company without payment of any consideration
by the Company, and neither the Participant, nor any successor, heir, assign or
personal representative of the Participant, shall have any further right to or
interest in such Restricted Shares or the certificate or certificates evidencing
them. Notwithstanding anything herein to the contrary, if a Change in Control
(as defined in the Plan) occurs and if, prior to the date on which the Change in
Control occurs, the Participant's employment with the Company is terminated or
the Participant is reassigned to a position within the meaning of Section 4(c)
and if it is reasonably demonstrated by the Participant that such termination of
employment or reassignment of position (I) was at the request of a third party
who has taken steps reasonably calculated to effect a Change in Control or (ii)
otherwise arose in connection with or in anticipation of a Change in Control,
then for all purposes of this Agreement such termination or reassignment shall
not be deemed an Event of Forfeiture, no Shares which at the time are Restricted
Shares shall be forfeited by the Participant to the Company upon such
termination or reassignment, and all Restrictions with respect to such Shares
shall lapse upon the Change in Control.
5. Lapse of Restrictions.
(a) Subject to clause (b) of this Section 5, the Restrictions shall lapse
with respect to Restricted Shares in accordance with the following schedule:
--------------------------------
Date Number of Shares
--------------------------------
July 17, 2007 25,000
--------------------------------
July 21, 2009 25,000
--------------------------------
(b) If the Participant's employment with the Company ends as a result of
any event other than an Event of Forfeiture, all Restrictions shall forthwith
lapse as to all Restricted Shares.
(c) Notwithstanding anything herein to the contrary, all Restrictions with
respect to the Restricted Shares imposed by the Plan or this Agreement shall
lapse immediately upon a Change in Control (as defined in the Plan).
Upon lapse of the Restrictions in accordance with this Section 5, new
certificates
evidencing the Shares with respect to which the Restrictions have lapsed without
the foregoing restrictive legend shall be issued to the Participant or his legal
representative against cancellation of the legended certificates, or, if
applicable, the Company's transfer agent shall be directed to remove the legend
from Shares held in book-entry form. Each such new certificate, and any Shares
held in book-entry form, shall, if applicable, bear a legend reflecting any
restrictions upon the transferability of such Shares imposed by law, such as the
Securities Act of 1933.
6. Withholding Requirements. Whenever payments hereunder are to be made in
cash, or Restrictions lapse with respect to Restricted Shares, the Company shall
have the right to withhold from sums due to the Participant (or to require the
Participant to remit to the Company) an amount sufficient to satisfy any
federal, state or local withholding tax requirements prior to making such
payments or delivering any certificate evidencing such Shares.
7. Tax Elections. The Participant agrees not to make an election in
accordance with Section 83(b) of the Internal Revenue Code of 1986, as amended,
to include in his gross income for federal income tax purposes the value of the
Restricted Shares in the year in which this Agreement is made.
8. Effect on Employment. Nothing contained in this Agreement shall confer
upon the Participant the right to continue in the employment of the Company or
affect any right which the Company may have to terminate the employment of the
Participant.
9. Amendment. This agreement may not be amended except with the consent of
the Committee and by a written instrument duly executed by the Participant and
the Company.
10. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their heirs, personal representatives,
successors and assigns.
IN WITNESS WHEREOF, each of the Company and the Participant has executed
and delivered this Agreement as of the day and year first above written.
ATTEST FIRST TENNESSEE NATIONAL CORPORATION
By: By:
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Xxxxx X. Xxxxxxxx Xx. Xxxxxxx X. Xxxxxxxx
Senior Vice President, Compensation and
Benefits
PARTICIPANT:
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J. Xxxxxxx Xxxxx
President and Chief Executive Officer
