EXHIBIT 10(o)
January 11, 2002
Xx. Xxxx X. Xxxxxx, Xx.
First Tennessee Bank
000 Xxxxxxx Xxx.
Memphis, TN 38101
Dear Xxxx,
This letter describes the components of the special separation package approved
by the Human Resources Committee of First Tennessee Bank, National Association
(the "Company"). This letter also contains a Non-Solicitation and Non-Compete
Agreement.
I. EMPLOYEE BENEFITS
Pension and Supplemental Retirement
Based on an election of the 50% Joint & Survivor (with 120 month
guarantee) Option for your early retirement benefit under the FTNC
Pension Plan, you will receive approximately $4100.(*) each month
beginning February 1, 2002.
In addition to the monthly pension benefit, you will receive a
supplemental retirement payment of approximately $250,944.(*) per year
which will be paid in bi-weekly payments of approximately $9,651.69(*)
beginning on February 8, 2002. These payment are also based on the 50%
Joint & Survivor (with 120 month guarantee) Option. The total monthly
payments from FTNC Pension and supplemental retirement will be equal to
$25,012.
All of these payments will be eligible for any cost of living increases
that may be provided in the future to retirees through the FTNC Pension
Plan.
(*) These numbers are estimates. These amounts will be finalized after
your retirement date (January 25, 2002). However, please note the
pension payment and supplemental payment combined will equal $25,012
per month.
Deferred Compensation
Your account in the Directors and Executives Deferral Plan will
continue to accrue interest at the Applicable Rate. The first payment
will be made on or about the January 31st following your 65th birthday
(i.e. January 31, 2009). The monthly payment, based on the current
Applicable Rate, will be $18,497.00 per month ($221,964 annually) for a
period of 180 months (or 15 years). A summary of your total projected
benefits under the Deferral Plan will be provided to you.
Restricted Stock
There are currently 29,479 shares of restricted FTNC stock in your
TARSAP 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 January 25, 2002.
Management Incentive Plan
The Committee has approved the payment of the incentive that you would
have earned for 2001. This share is dependent on the percentage
achievement of your personal performance plan and is subject to the
Corporate grid. It is estimated that your Personal Plan achievement is
approximately 90% and the Corporate grid is 100%.
Medical Insurance
You may continue your medical coverage, as an early retiree, provided
you make the necessary premium payments. At your death, your spouse
will have free coverage for two years and at the end of the two years,
she can continue coverage by paying the necessary premiums unless she
remarries or becomes covered by another group medical plan. As is the
case with all of our retirees, First Tennessee reserves the right to
change premiums, make plan revisions or terminate the plan at any time.
Executive Survivor Life Insurance
At your death, a survivor's income benefit will be paid under the
Company's Survivor Benefits Plan to your beneficiary. The benefit will
be equal to two times your final year's base salary (exclusive of
incentive or bonus compensation). This taxable survivor's benefit,
based on your final salary, will be $1,008,378. In the event of a
Change in Control, your benefit under the Plan cannot be reduced.
Group Life Insurance and Voluntary Group Life
You have $50,000 of group term life insurance that will cease as of
January 25, 2002. You have no voluntary group life insurance.
You may convert your group term life insurance coverage to a whole life
insurance policy within 31 days of your coverage ending. Please contact
us if you would like a conversion form.
These benefits extensions are in addition to other benefits to which you would
otherwise be entitled upon your Early Retirement.
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.
Nothing in the above paragraph amends any of the terms of the Indemnity
Agreement between you and First Tennessee National Corporation dated
January 20, 1998, which remains in full force and effect.
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 (2) 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 services business, or any affiliate thereof, which
is in competition with the Company and has a business location
within fifty (50) miles of Memphis or any of its affiliated
banking offices in Tennessee, unless you have received the
prior written consent of the Employee Services Division
Manager.
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 that have been approved by the Human Resources Committee are, of
course, conditioned on your acceptance of the terms of this letter, expressed by
your signature in the space provided below.
Sincerely,
/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/ Xxxx X. Xxxxxx, Xx. 1-11-02
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Xxxx X. Xxxxxx, Xx. Date
Witnessed by:
/s/ Xxxxxx X. Xxxxxxx 1-11-02
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Xxxxxx X. Xxxxxxx Date
