EXHIBIT 10(P)
LETTER-AGREEMENT
November 19, 2001
Xx. Xxxxx Xxxx
0000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
This letter describes the components of the special separation package approved
by the Human Resources Committee (the "Committee").
I. EMPLOYEE BENEFITS
Pension Supplement
The Company is providing you with a taxable lump-sum payment of $84,100
which represents the present value of five additional years of service.
Executive Survivor Life Insurance
Your final base salary is $252,095. "Retired" employees at the Vice
President level and above are provided survivor benefits in the amount
of two times final base salary. This benefit, automatically provided to
"retired" employees, may also be provided to anyone else terminating
from the Company subject to the approval of the Committee. The
Committee has approved that the Company make a single premium payment
to pay up the policy and assign the policy and its benefits to you.
Restricted Stock (TARSAP)
There are 14, 462 shares of restricted stock in your account. Subject
to remittance to the Company of all applicable withholding taxes, the
Committee has approved that the Company release the restrictions on
these shares that are currently not vested. These restrictions will be
released on the date of your separation from the Company.
Management Incentive Plan (MIP)
The Committee has approved the payment of a pro-rata share of the
incentive that you would have earned through the date of your
separation in 2001. This share is dependent on the percentage
achievement of your personal performance plan and subject to the
corporate grid. It has been determined that your Personal Plan
achievement is 90% and the Corporate Grid is 100%.
Directors and Executives Deferred Compensation Plan
The Committee has approved that your account accrue interest at the
Applicable Rate and that the balance of your account ($483,406) be paid
to you in a lump sum at the time of your separation from the Company.
The Committee has also approved a lump sum payment to you of $847,062
which represents the Present Value of the future cash flows to which
you would have been entitled under the plan if you had remained with
the Company. A Discount Rate of 7.75% was used to determine the Present
Value. This is the same Discount Rate used by the First Tennessee
Pension Plan in the most recent year.
These benefits extensions are above the other benefits to which you would
otherwise be entitled upon your voluntary resignation.
II. RELEASE AND WAIVER
In consideration for the benefits described in paragraph I above, and
other good and valuable consideration, the receipt of which you
acknowledge by your signature in the space provided below, you do, for
yourself, your heirs, personal representatives, agents and assigns,
fully, absolutely, and unconditionally release, acquit and forever
discharge the Company, and its parent, First Tennessee National
Corporation, and any and all of their predecessors, successors,
assigns, subsidiaries, parents, affiliates, and their respective
directors, officers, employees and agents, attorneys and
representatives, both past, present, or future, from any and all
claims, losses, demands, liabilities, causes of action, fees (including
attorney's fees), compensation, back pay and/or front pay, employment
or re-employment and any other benefits, obligation or liability of any
kind, known or unknown, whether heretofore asserted or unasserted,
including but not limited to all causes of action arising out of or in
any way related to your employment by the Bank, or your termination,
whether arising out of or related to Title VII of the Civil Rights Act
of 1964, as amended ("Title VII"); the amendments to Title VII of the
Civil Rights Act of 1991; The Federal Americans with Disabilities Act
of 1990; and the AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS
AMENDED, (the "ADEA"), the Tennessee Human Rights Commission Act,
Tennessee Code Annotated section 4-21-101 et seq., and Tennessee Code
Annotated 8-50-103 (Employment of the Handicapped), or any other
federal or state, local, city statute, code, ordinance, rule,
regulation, or common law governing, controlling or otherwise dealing
with employment, employment discrimination or equal employment
opportunity, unemployment compensation,
employment termination, or otherwise all causes of action occurring
from the beginning of time to the date of this Agreement.
III. ACKNOWLEDGMENT OF COMPLIANCE
Because this Agreement includes a release and waiver as to claims under
the AGE DISCRIMINATION IN EMPLOYMENT ACT, your signature below
acknowledges that it complies with the Older Workers Benefit Protection
Act ("OWBPA") of 1990 and further acknowledges that you confirm,
understand and agree to the terms and conditions of this Agreement;
that these terms are written in lay persons terms, and that you have
been fully advised of your right to seek the advice and assistance of
consultants, including an attorney, as well as tax advisors to review
this Agreement.
Your signature below also acknowledges that you understand that you
have twenty-one (21) full days to consider whether to sign this
Agreement. By signing this Agreement on the date shown below, you
voluntarily elect to forego waiting twenty-one (21) full days to sign
this Agreement.
IV. RIGHT OF REVOCATION
Your signature also acknowledges that, in Compliance with the OWBPA
mentioned above, you have been fully advised by the Company of your
right to revoke and nullify this release and Agreement, which right
must be exercised if at all, within seven (7) days of the date of your
signature. Any revocation of this must be in writing, addressed to the
Company, attention Xxxx Xxxxxxxx, and the Company must be notified
within the foregoing seven-day period. This Agreement will not become
effective or enforceable until the expiration of the seven-day period.
In no event shall payment be made by the Company on or before the
effective date.
V. CONFIDENTIALITY AND NON-DISCLOSURE
In order to protect the legitimate interests of the Company, and its
subsidiaries, you agree that you will not disclose to others, whether
directly or indirectly, any proprietary information relating to the
Company's business plans or other confidential business information
and/or trade secrets of the Company which you received or to which you
were given access during your employment with the Company.
This obligation of confidentiality and non-disclosure shall also apply
to the content and substance of this letter, except, of course, it may
be disclosed to any attorney, financial or tax consultant from whom you
seek advice. If the confidentiality provisions of this Agreement are
violated by you, then you will be responsible for all costs and
enforcement costs including, but not limited to, attorney's fees.
VI. NON-SOLICITATION AND NON-COMPETE
A. Non-Solicitation / Non-Hire - For a period of two years
following the termination of your employment, you agree that
you will not, either on your own behalf or on behalf of any
other person or entity, directly or indirectly, hire, solicit,
or encourage to leave the employment of the Company any person
who is then an employee of the Company or who was an employee
of the Company within six months of the date of such hiring,
soliciting, or encouragement to leave the Company.
B. Non-Compete - For a period of two years following the
termination of your employment, you agree not to compete with
the Company or any and all of its subsidiaries, parents or
affiliates, by accepting employment from or having any other
relationship (including, without limitation, through owning,
managing, operating, controlling or consulting) with a
financial institution, or any affiliate thereof, that
individually or when aggregated with all of its affiliates,
has deposits greater than $5,000,000,000 in the state of
Tennessee as disclosed in the latest edition of Sheshunoff
BranchSource, FDIC Summary of Deposits.
You acknowledge and agree that the restrictions set forth in
paragraphs V & VI hereof are reasonable and necessary for the
protection of the Company business and goodwill. You further
agree that if you breach or threaten to breach any of your
obligations in sections V and VI of this Agreement, the
Company, in addition to any other remedies available to it
under the law, may obtain specific performance and/or
injunctive relief against you to prevent such continued or
threatened breach. You also acknowledge and agree that the
Company shall be reimbursed by you for all attorney's fees and
costs incurred by it in enforcing any of its rights or
remedies under sections V and VI of this Agreement.
VII. RETURN OF DOCUMENTS
By your signature, you acknowledge and confirm that you have returned
to the Company any and all documents belonging to it, as well as any
other property which belongs to it, and that no such documents or
materials or property have been retained by you.
VIII. BINDING EFFECT
Upon your signing this Agreement, and after the expiration of seven (7)
days, it will become effective and is binding upon you and the Company
and its respective successors, assigns, heirs and personal
representatives, as is discussed in paragraph II above.
IX. SEVERABILITY
A finding that any provision of this Agreement is void or unenforceable
shall not affect the validity or enforceability of any other provisions
of this Agreement.
X. DRAFTING
This Agreement is a product of negotiations between the parties and in
construing the provisions of this Agreement, no inference or
presumption shall be drawn against either party on the basis of which
party or their attorneys drafted this Agreement.
XI. CAPTIONS
The captions to the various paragraphs of this Agreement are for
convenience only and are not part of this Agreement.
XII. SOLE AGREEMENT
By your signature, you also confirm that the only consideration for
your signing this Agreement are the terms set forth within it, and that
no other promise or agreement of any kind has been made to you by the
Company or anyone acting by, for, or on its behalf.
YOU ALSO AFFIRM THAT YOU HAVE BEEN FREE TO DISCUSS THIS MATTER PRIVATELY AND
THOROUGHLY WITH AN ATTORNEY OF YOUR CHOICE AND THAT YOU FULLY UNDERSTAND THE
MEANING AND INTENT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ITS FINAL
AND BINDING EFFECT.
This Agreement is signed in duplicate originals at First Tennessee Bank National
Association, Memphis, Tennessee.
The benefits which have been approved by the Human Resource Committee are, of
course, conditioned on your acceptance of the terms of this letter, expressed by
your signature in the space provided below.
With best wishes, I am,
Yours very truly,
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
EVP Manager, Employee Services
I HAVE READ, UNDERSTOOD AND KNOWINGLY AND VOLUNTARILY SIGNED AND ACCEPTED WITH
FULL KNOWLEDGE OF MY RIGHTS ON THE DATE SET FORTH BELOW.
/s/ Xxxxx Xxxx 11-19-01
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Xxxxx Xxxx Date
Witnessed by:
/s/ Xxxxxxx X. Xxxxxxxx 11-19-01
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Xxxxxxx X. Xxxxxxxx Date
