EXHIBIT 10-v
EXECUTIVE SEVERANCE AGREEMENT
FOR
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AmSouth Bancorporation
CONTENTS
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PAGE
Article 1. Definitions 2
Article 2. Severance Benefits 7
Article 3. Form and Timing of Severance Benefits 10
Article 4. Excise Tax Gross-Up 10
Article 5. The Company's Payment Obligations 12
Article 6. Term of Agreement 13
Article 7. Legal Remedies 13
Article 8. Successors 13
Article 9. Miscellaneous 14
AMSOUTH BANCORPORATION
EXECUTIVE SEVERANCE AGREEMENT
THIS AGREEMENT is made and entered into as of this ___ day of _____,
____, by and between AmSouth Bancorporation, a Delaware corporation (hereinafter
referred to as the "Company") and _______ (hereinafter referred to as the
"Executive").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company has approved the Company
entering into severance agreements with certain key executives of the Company
and its subsidiaries;
WHEREAS, the Executive is a key executive of the Company or of its
subsidiary;
WHEREAS, should the possibility of a Change in Control of the Company
arise, the Board believes it imperative that the Company and the Board should
be able to rely upon the Executive to continue in his position, and that the
Company should be able to receive and rely upon the Executive's advice, if
requested, as to the best interests of the Company and its shareholders without
concern that the Executive might be distracted by the personal uncertainties
and risks created by the possibility of a Change in Control; and
WHEREAS, should the possibility of a Change in Control arise, in
addition to his regular duties, the Executive may be called upon to assist in
the assessment of such possible Change in Control, advise management and the
Board as to whether such Change in Control would be in the best interests of the
Company and its shareholders, and to take such other actions as the Board might
determine to be appropriate.
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NOW THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of his advice and counsel
notwithstanding the possibility, threat, or occurrence of a Change in Control
of the Company, and to induce the Executive to remain in the employ of the
Company, and for other good and valuable consideration, the Company and the
Executive agree as follows:
ARTICLE 1. DEFINITIONS
Whenever used in this Agreement, the following terms shall have the
meanings set forth below and, when the meaning is intended, the initial letter
of the word is capitalized:
(a) "Agreement" means this Executive Severance Agreement.
(b) "Base Salary" means the salary of record paid to the Executive as
annual salary, excluding amounts received under incentive or other
bonus plans, whether or not deferred.
(c) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange
Act.
(d) "Beneficiary" means the persons or entities designated or deemed
designated by the Executive pursuant to Section 9.2 herein.
(e) "Board" means the Board of Directors of the Company.
(f) "Cause" shall be determined by the Committee, in exercise of good
faith and reasonable judgment, and shall mean the occurrence of any
one or more of the following:
(i) The willful and continued failure by the Executive to
substantially perform his duties (other than any such failure
resulting from the Executive's Disability), after a written
demand for substantial performance is delivered by the
Committee to the Executive that specifically identifies the
manner in which the Committee believes that the Executive has
not substantially performed his duties, and the Executive has
failed to remedy the situation within thirty (30) calendar
days of receiving such notice; or
(ii) The Executive's conviction for committing an act of fraud,
embezzlement, theft, or other act constituting a felony; or
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(iii) The willful engaging by the Executive in gross misconduct
materially and demonstrably injurious to the Company, as
determined by the Committee. However, no act or failure to
act, on the Executive's part shall be considered "willful"
unless done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that his action or
omission was in the best interest of the Company.
(g) "Change in Control" of the Company shall be deemed to have occurred
as of the first day that any one or more of the following
conditions shall have been satisfied:
(i) Any Person (other than those Persons in control of the
Company as of the Effective Date, or other than a trustee or
other fiduciary holding securities under an employee benefit
plan of the Company, or a corporation owned directly or
indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of
stock of the Company), who becomes the Beneficial Owner,
directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the combined
voting power of the Company's then outstanding securities; or
(ii) During any period of two (2) consecutive years (not including
any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute
the Board (and any new Director, whose election by the
Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the Directors then still in office who
either were Directors at the beginning of the period or whose
election or nomination for election was so approved), cease
for any reason to constitute at least sixty percent (60%)
thereof; or
(iii) The stockholders of the Company approve: (A) a plan of
complete liquidation of the Company; or (B) an agreement for
the sale or disposition of all or substantially all the
Company's assets; or (C) a merger, consolidation, or
reorganization of the Company with or involving any other
corporation, other than a merger, consolidation, or
reorganization that would result in the voting securities of
the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), at
least sixty percent (60%) of the combined voting power of the
voting securities of the Company (or such surviving entity)
outstanding immediately after such merger, consolidation, or
reorganization.
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However, in no event shall a Change in Control be deemed to have
occurred, with respect to the Executive, if the Executive is part
of a purchasing group which consummates the Change-in-Control
transaction. The Executive shall be deemed "part of a purchasing
group" for purposes of the preceding sentence if the Executive is
an equity participant in the purchasing company or group (except
for: (i) passive ownership of less than three percent (3%) of the
stock of the purchasing company; or (ii) ownership of equity
participation in the purchasing company or group which is otherwise
not significant, as determined prior to the Change in Control by a
majority of the nonemployee Directors who were Directors prior to
the transaction, and who continue as Directors following the
transaction).
(h) "Code" means the United States Internal Revenue Code of 1986, as
amended.
(i) "Committee" means the Executive Compensation and Benefits Committee
of the Board, or any other committee appointed by the Board to
perform the functions of the Executive Compensation and Benefits
Committee.
(j) "Company" means AmSouth Bancorporation, a Delaware corporation
(including any and all subsidiaries), or any successor thereto as
provided in Article 8 herein.
(k) "Disability" means permanent and total disability, within the
meaning of Code Section 22(e)(3), as determined by the Committee in
the exercise of good faith and reasonable judgment, upon receipt of
and in reliance on sufficient competent medical advice from one or
more individuals, selected by the Committee, who are qualified to
give professional medical advice.
(l) "Effective Date" is _______.
(m) "Effective Date of Termination" means the date on which a
Qualifying Termination occurs which triggers the payment of
Severance Benefits hereunder.
(n) "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.
(o) "Executive" means _______.
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(p) "Good Reason" means, without the Executive's express written
consent, the occurrence after a Change in Control of the Company of
any one or more of the following:
(i) The assignment of the Executive to duties materially
inconsistent with the Executive's authorities, duties,
responsibilities, and status (including titles and reporting
requirements) as an officer of the Company, or a material
reduction or alteration in the nature or status of the
Executive's authorities, duties, or responsibilities from
those in effect as of ninety (90) days prior to the Change in
Control, other than an insubstantial and inadvertent act that
is remedied by the Company promptly after receipt of notice
thereof given by the Executive;
(ii) The Company's requiring the Executive to be based at a
location in excess of thirty-five (35) miles from the
location of the Executive's principal job location or office
immediately prior to the Change in Control; except for
required travel on the Company's business to an extent
substantially consistent with the Executive's present
business obligations;
(iii) A reduction by the Company of the Executive's Base Salary as
in effect on the Effective Date, or as the same shall be
increased from time to time;
(iv) An intentional, material reduction by the Company of the
Executive's aggregate incentive opportunities under the
Company's short- and long-term incentive programs, as such
opportunities exist on the Effective Date, or as such
opportunities may be increased after the Effective Date. For
this purpose, a reduction in the Executive's incentive
opportunities shall be deemed to have occurred in the event
his annualized base bonus and targeted long-term incentive
award opportunities and/or the degree of probability of
attainment of such annualized award opportunities, are
materially diminished from the levels and probability of
attainment that existed as of the Effective Date;
(v) The failure of the Company to maintain the Executive's
relative level of coverage under the Company's employee
benefit or retirement plans, policies, practices, or
arrangements in which the Executive participates as of the
Effective Date, both in terms of the amount of benefits
provided and the relative level of the executive's
participation. For this purpose, the Company may eliminate
and/or modify existing programs
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and coverage levels; provided, however, that the Executive's
level of coverage under all such programs must be at least as
great as is such coverage provided to executives who have the
same or lesser levels of reporting responsibilities within
the Company's organization;
(vi) The failure of the Company to obtain a satisfactory agreement
from any successor to the Company to assume and agree to
perform the Company's obligations under this Agreement, as
contemplated in Article 8 herein; and
(vii) Any purported termination by the Company of the Executive's
employment that is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 2.8
herein, and for purposes of this Agreement, no such purported
termination shall be effective.
The Executive's right to terminate employment for Good Reason shall
not be affected by the Executive's incapacity due to physical or
mental illness. The Executive's continued employment shall not
constitute consent to, or a waiver of rights with respect to, any
circumstance constituting Good Reason herein.
(q) "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d).
(r) "Qualifying Termination" means any of the events described in
Section 2.3 herein, the occurrence of which triggers the payment of
Severance Benefits hereunder.
(s) "Severance Benefits" means the payment of severance compensation as
provided in Section 2.4 herein.
(t) "Severance Multiplier" means the lesser of: (i) _________
(________); or (ii) a fraction, the numerator of which is the
number of full months between the effective date of the Executive's
Qualifying Termination and the Executive's sixty-fifth (65th)
birthday, and the denominator of which is twelve (12). For this
purpose, the Severance Multiplier following the attainment of age
sixty-five (65) shall be zero (0) in all cases.
(u) "Total Payments" means the sum of the Executive's Severance
Benefits and all other payments and benefits provided to the
Executive by the Company which constitute "excess parachute
payments" within the meaning of Code Section 280G(b)(1). Without
limiting the generality of the foregoing, Total Payments shall
include any and all excess parachute payments associated with
outstanding long-term incentive grants (to include, but not be
limited to, early vesting of stock options or restricted stock).
(v) "Window Period" means the time period commencing upon a Change in
Control, as defined in Section (g) of this Article 1, and ending
twenty-four months after the latter to occur of: (i) any of the
events defined as a Change in Control in Section 1(g); or
(ii) final consummation of the liquidation, sale or disposition of
assets, or the merger, consolidation or reorganization of the
Company as described in Section 1(g)(iii).
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ARTICLE 2. SEVERANCE BENEFITS
2.1. RIGHT TO SEVERANCE BENEFITS. The Executive shall be entitled to
receive from the Company Severance Benefits as described in Section 2.4 herein,
if there has been a Change in Control of the Company and if, within the Window
Period, the Executive's employment with the Company shall end for any reason
specified in Section 2.3 herein.
The Executive shall not be entitled to receive Severance Benefits if he
is terminated for Cause, or if his employment with the Company ends due to
death, Disability, retirement on or after early retirement age (as defined under
the then established rules of the Company's tax-qualified retirement plan
applicable to the Executive), or due to a voluntary termination of employment by
the Executive without Good Reason.
2.2. SERVICES DURING CERTAIN EVENTS. In the event a Person begins a
tender or exchange offer, circulates a proxy to shareholders of the Company, or
takes other steps seeking to effect a Change in Control, the Executive agrees
that he will not voluntarily leave the employ of the Company and will render
services until such Person has abandoned or terminated his or its efforts to
effect a Change in Control, or until six (6) months after a Change in Control
has occurred; provided, however, that the Company may terminate the Executive
for Cause at any time, and the Executive may terminate his employment any time
after the Change in Control for Good Reason.
2.3. QUALIFYING TERMINATION. The occurrence of any one or more of the
following events within the Window Period shall trigger the payment of
Severance Benefits to the Executive under this Agreement:
(a) An involuntary termination of the Executive's employment by
the Company for reasons other than Cause;
(b) A voluntary termination of employment by the Executive for
Good Reason;
(c) A successor company fails or refuses to assume the Company's
obligations under this Agreement, as required by Article 8
herein; or
(d) The Company or any successor company breaches any of the
provisions of this Agreement.
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2.4. DESCRIPTION OF SEVERANCE BENEFITS. In the event that the
Executive becomes entitled to receive Severance Benefits, as provided in
Sections 2.1 and 2.3 herein, the Company shall pay to the Executive and provide
him with the following:
(a) An amount equal to the Severance Multiplier times the highest
rate of the Executive's annual Base Salary in effect at any
time up to and including the Effective Date of Termination.
(b) An amount equal to the Severance Multiplier times the greater
of: (i) the Executive's average annual bonus earned over the
three (3) full fiscal years prior to the Effective Date of
Termination; or (ii) the Executive's base bonus opportunity
established under the AmSouth Bancorporation _______ Incentive
Plan or its successor, for the bonus plan year in which the
Executive's Effective Date of Termination occurs.
(c) An amount equal to the Severance Multiplier times the sum of:
(i) the Executive's annual club dues bonus; plus (ii) the
Executive's annual automobile allowance, for the year in which
the Executive's Effective Date of Termination occurs.
(d) An amount equal to the Executive's unpaid Base Salary, a pro
rata portion of the Executive's base bonus opportunity for the
bonus plan year in which termination occurs (to be determined
at the discretion of the Compensation Committee), and accrued
vacation pay through the Effective Date of Termination.
(e) A continuation of all benefits pursuant to any and all welfare
benefit plans under which the Executive and/or the Executive's
family is eligible to receive benefits and/or coverage as of
the effective date of the Change in Control, including, but
not limited to, group life insurance, hospitalization,
disability, medical and dental plans. Such benefits shall be
provided to the Executive at the same premium cost, and at the
same coverage level, as in effect as of the Executive's
Effective Date of Termination.
The welfare benefits described in this Subsection 2.4(e) shall
continue following the Effective Date of Termination for the
number of years equal to the Severance Multiplier; provided,
however, that such benefits shall be discontinued prior to the
end of such period in the event the Executive receives
substantially similar benefits from a subsequent employer, as
determined by the Committee.
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(f) A lump sum cash payment of the actuarial present value
equivalent of the aggregate benefits accrued by the Executive
as of the Effective Date of Termination under the terms of the
Supplemental Retirement Plan. For this purpose, the
Executive's interest under the Supplemental Retirement plan
shall be fully vested as of the effective date of the Change
in Control and such benefits shall be calculated under the
assumption that the Executive's employment continued following
the Effective Date of Termination for the number of years
equal to the Severance Multiplier (i.e., additional years of
service credits shall be added), provided, however, that for
purposes of determining "final average pay" under the benefit
calculation, the Executive's actual pay history as of the
Effective Date of Termination shall be used.
(g) A lump sum cash payment of the aggregate benefits accrued by
the Executive as of the Effective Date of Termination under
the terms of the Supplemental Thrift Plan. The payment
provided under this Subsection 2.4(g) shall be made in lieu
of, and shall completely supersede and replace the Executive's
benefits payable under the AmSouth Bancorporation Supplemental
Thrift Plan.
(h) A lump sum cash payment of the entire balance of the
Executive's compensation which has been deferred under the
AmSouth Bancorporation _______ Incentive Plan or its successor
together with all interest that has been credited with respect
to such deferred compensation balance.
(i) A lump sum cash payment of any relocation benefits accrued by
the Executive under the relocation policy of the Company or
its successor as are available to employees in the same class
or category as the Executive immediately prior to the Change
in Control.
2.5. TERMINATION FOR TOTAL AND PERMANENT DISABILITY. Following a
Change in Control of the Company, if the Executive's employment is terminated
due to Disability, the Executive shall receive his Base Salary through the
Effective Date of Termination, at which point in time the Executive's benefits
shall be determined in accordance with the Company's retirement, insurance, and
other applicable plans and programs then in effect.
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2.6. TERMINATION FOR RETIREMENT OR DEATH. Following a Change in Control
of the Company, if the Executive's employment is terminated by reason of his
retirement (as defined under the then-established rules of the Company's tax-
qualified retirement plan), or death, the Executive's benefits shall be
determined in accordance with the Company's retirement, survivor's benefits,
insurance, and other applicable programs of the Company then in effect.
2.7. TERMINATION FOR CAUSE OR BY THE EXECUTIVE OTHER THAN FOR GOOD
REASON. Following a Change in Control of the Company, if the Executive's
employment is terminated either: (i) by the Company for Cause; or (ii) by the
Executive other than for Good Reason, the Company shall pay the Executive his
full Base Salary and accrued vacation through the Effective Date of Termination,
at the rate then in effect, plus all other amounts to which the Executive is
entitled under any compensation plans of the Company, at the time such payments
are due, and the Company shall have no further obligations to the Executive
under this Agreement.
2.8. NOTICE OF TERMINATION. Any termination by the Company for Cause
or by the Executive for Good Reason shall be communicated by Notice of
Termination to the other party. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate the specific
termination provision in this Agreement relied upon, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.
ARTICLE 3. FORM AND TIMING OF SEVERANCE BENEFITS
3.1. FORM AND TIMING OF SEVERANCE BENEFITS. The Severance Benefits
described in Sections 2.4(a), 2.4(b), 2.4(c), 2.4(d), 2.4(f), 2.4(g), 2.4(h),
and 2.4(i) herein shall be paid in cash to the Executive in a single lump sum as
soon as practicable following the Effective Date of Termination, but in no event
beyond thirty (30) days from such date.
3.2. WITHHOLDING OF TAXES. The Company shall be entitled to withhold
from any amounts payable under this Agreement all taxes as legally shall be
required (including, without limitation, any United States Federal taxes, and
any other state, city, or local taxes).
ARTICLE 4. EXCISE TAX GROSS-UP
4.1 EQUALIZATION PAYMENT. In the event that the Executive becomes
entitled to Severance Benefits, if any of the Executive's Total Payments will be
subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or
any similar tax that may hereafter be imposed), the Company shall pay to the
Executive in cash an additional amount (the "Gross-up Payment") such that the
net amount retained by the Executive after deduction of any Excise Tax on the
Total Payments and any federal, state, and local income tax and Excise Tax upon
the Gross-up Payment provided for by this Section 4.1, shall be equal to the
Total Payments. Such payment shall be made by the Company to the Executive as
soon as practicable following the Effective Date of Termination, but in no event
beyond thirty (30) days from such date.
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4.2 TAX COMPUTATION. For purposes of determining whether any of the
Total Payments will be subject to the Excise Tax and the amounts of such
Excise Tax:
(a) Any other payments or benefits received or to be received by
the Executive in connection with a Change in Control of the
Company or the Executive's termination of employment (whether
pursuant to the terms of this Plan or any other plan,
arrangement, or agreement with the Company, or with any Person
whose actions result in a Change in Control of the Company or
any Person affiliated with the Company or such Persons) shall
be treated as "parachute payments" within in the meaning of
Section 280G(b)(2) of the Code, and all "excess parachute
payments" within the meaning of Section 280G(b)(1) shall be
treated as subject to the excise tax, unless in the opinion of
tax counsel selected by the Company's independent auditors and
acceptable to the Executive, such other payments or benefits
(in whole or in part) do not constitute parachute payments, or
unless such excess parachute payments (in whole or in part)
represent reasonable compensation for services actually
rendered within the meaning of Section 280G(b)(4) of the Code
in excess of the base amount within the meaning of Section
280G(b)(3) of the Code, or are otherwise not subject to the
excise tax;
(b) The amount of the Total Payments which shall be treated as
subject to the Excise Tax shall be equal to the lesser of: (i)
the total amount of the Total Payments; or (ii) the amount
of excess parachute payments within the meaning of Section
280G(b)(1) (after applying clause (a) above); and
(c) The value of any noncash benefits or any deferred payment or
benefit shall be determined by the Company's independent
auditors in accordance with the principles of Sections
280G(d)(3) and (4) of the Code.
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For purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay Federal income taxes at the highest marginal
rate of Federal income taxation in the calendar year in which the Gross-Up
Payment is to be made, and state and local income taxes at the highest marginal
rate of taxation in the state and locality of the Executive's residence on the
Effective Date of Termination, net of the maximum reduction in Federal income
taxes which could be obtained from deduction of such state and local taxes.
4.3 SUBSEQUENT RECALCULATION. In the event the Internal Revenue
Service adjusts the computation of the Company under Section 4.2 herein, so that
the Executive did not receive the greatest net benefit, the Company shall
reimburse the Executive for the full amount necessary to make the Executive
whole, plus an appropriate market rate of interest, as determined by the
Company's independent auditors.
ARTICLE 5. THE COMPANY'S PAYMENT OBLIGATION
5.1 PAYMENT OBLIGATIONS ABSOLUTE. The Company's obligation to make
the payments and the arrangements provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right which the Company may have against the Executive or anyone else. All
amounts payable by the Company hereunder shall be paid without notice or demand.
Each and every payment made hereunder by the Company shall be final, and the
Company shall not seek to recover all or any part of such payment from the
Executive or from whomsoever may be entitled thereto, for any reasons
whatsoever.
The Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision of
this Agreement, and the obtaining of any such other employment shall in no event
effect any reduction of the Company's obligations to make the payments and
arrangements required to be made under this Agreement, except to the extent
provided in Section 2.4(e) herein.
5.2 CONTRACTUAL RIGHTS TO BENEFITS. This Agreement establishes and
vests in the Executive a contractual right to the benefits to which he is
entitled hereunder. However, nothing herein contained shall require or be deemed
to require, or prohibit or be deemed to prohibit, the Company to segregate,
earmark, or otherwise set aside any funds or other assets, in trust or
otherwise, to provide for any payments to be made or required hereunder.
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ARTICLE 6. TERM OF AGREEMENT
This Agreement will commence on the Effective Date and shall terminate
on ________; provided however that this Agreement shall be extended
automatically for one (1) additional year at the end of this initial term and at
the end of each additional year thereafter, unless the Committee delivers
written notice twelve (12) months prior to the end of such term, or extended
term, to the Executive, that the Agreement will not be extended. In such case,
the Agreement will terminate at the end of the term, or extended term, then in
progress.
However, in the event a Change in Control occurs during the original or
any extended term, this Agreement will remain in effect for the longer of:
(i) the duration of the Window Period; or (ii) until all obligations of the
Company hereunder have been fulfilled, and until all benefits required hereunder
have been paid to the Executive.
ARTICLE 7. LEGAL REMEDIES
7.1 PAYMENT OF LEGAL FEES. To the extent permitted by law, the
Company shall pay all legal fees, costs of litigation, prejudgment interest, and
other expenses incurred in good faith by the Executive as a result of the
Company's refusal to provide the Severance Benefits to which the Executive
becomes entitled under this Agreement, or as a result of the Company's
contesting the validity, enforceability, or interpretation of this Agreement, or
as a result of any conflict between the parties pertaining to this Agreement.
7.2 ARBITRATION. The Executive shall have the right and option to
elect (in lieu of litigation) to have any dispute or controversy arising under
or in connection with this Agreement settled by arbitration, conducted before a
panel of three (3) arbitrators sitting in a location selected by the Executive
within fifty (50) miles from the location of his job with the Company, in
accordance with the rules of the American Arbitration Association then in
effect.
Judgment may be entered on the award of the arbitrator in any court
having proper jurisdiction. All expenses of such arbitration, including the fees
and expenses of the counsel for the Executive, shall be borne by the Company.
ARTICLE 8. SUCCESSORS
The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) of all or substantially all of
the business and/or assets of the Company or of any division or subsidiary
thereof to expressly assume and agree to perform the Company's obligations under
this Agreement in the same manner and to the same extent that the Company would
be required to perform them if no such succession had taken place. Failure of
the Company to obtain such assumption and agreement prior to the effective date
of any such succession shall be a breach of this
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Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as he would be entitled to hereunder if he
had terminated his employment with the Company voluntarily for Good Reason. The
date on which any such succession becomes effective shall be deemed the
Effective Date of Termination.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees, and legatees. If the Executive should
die while any amount would still be payable to him hereunder had he continued to
live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement, to the Executive's Beneficiary. If
the Executive has not named a Beneficiary, then such amounts shall be paid to
the Executive's devisee, legatee, or other designee, or if there is no such
designee, to the Executive's estate.
ARTICLE 9. MISCELLANEOUS
9.1 EMPLOYMENT STATUS. The Executive and the Company acknowledge
that, except as may be provided under any other agreement between the Executive
and the Company, the employment of the Executive by the Company is "at will,"
and, prior to the effective date of a Change in Control, may be terminated by
either the Executive or the Company at any time, subject to applicable law. Upon
a termination of the Executive's employment prior to the effective date of a
Change in Control, there shall be no further rights under this Agreement;
provided, however, that if such an employment termination shall arise in
connection with, or in anticipation of, a Change in Control, then the
Executive's rights shall be the same as if the termination had occurred within
two (2) years following a Change in Control.
9.2 BENEFICIARIES. The Executive may designate one or more persons
or entities as the primary and/or contingent Beneficiaries of any Severance
Benefits owing to the Executive under this Agreement. Such designation must be
in the form of a signed writing acceptable to the Committee. The Executive may
make or change such designation at any time.
9.3 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the Company and the Executive with respect to the subject
matter hereof.
9.4 GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular, and the singular shall include the plural.
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9.5 SEVERABILITY. In the event any provision of this Agreement shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Agreement, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included. Further, the captions of this Agreement are not part of the provisions
hereof and shall have no force and effect.
9.6 MODIFICATION. No provision of this Agreement may be modified,
waived, or discharged unless such modification, waiver, or discharge is agreed
to in writing and signed by the Executive and by an authorized member of the
Committee, or by the respective parties' legal representatives and successors.
9.7 APPLICABLE LAW. To the extent not preempted by the laws of the
United States, the laws of the state of Alabama shall be the controlling law in
all matters relating to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on this
________ day of _________, 1995.
AMSOUTH BANCORPORATION EXECUTIVE
By:____________________________ _________________________
XXXX X. XXXXX
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
Attest:________________________
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