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EXHIBIT 10 (C)
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UNION PLANTERS CORPORATION
1992 STOCK INCENTIVE PLAN
AS AMENDED OCTOBER 17, 1996
1. Definitions. In this Plan, except where the context otherwise
indicates, the following definitions apply:
a) "Agreement" means the written agreement implementing a grant
of an Option or an Award of Restricted Stock under the Plan.
b) "Board" means the Board of Directors of the Company.
c) "Code" means the Internal Revenue Code of 1986, as amended.
d) "Committee" means the committee referred to in Section 3.
Unless otherwise determined by the Board, the Stock Option
Committee of the Board shall be the Committee.
e) "Common Stock" means the authorized but unissued common
stock, par value $5, of the Company.
f) "Company" means Union Planters Corporation.
g) "Date of Exercise" means the date on which the Company
receives notice pursuant to Section 7 of the exercise of an
Option.
h) "Date of Grant" means the date on which an Option or
Restricted Stock is granted or awarded by the action of the
Committee.
i) "Director" means any person who is a director of the Company
or any Subsidiary.
j) "Director-Employee" means an Employee who is also a Director.
k) "Employee" means any person determined by the Committee to be
an employee of the Company or any Subsidiary, including
officers, Directors, and Director-Employees.
l) "Fair Market Value" of a share of Common Stock means the
amount equal to the closing price for a share of Common Stock
on the New York Stock Exchange as reported in THE WALL STREET
JOURNAL or, if the Common Stock is not traded on the New York
Stock Exchange, then the Fair Market Value of such Common
Stock as determined by the Committee pursuant to a reasonable
method adopted in good faith for such purpose.
m) "Incentive Stock Option" means an Option that qualifies as an
Incentive Stock Option under Section 422 of the Code.
n) "Nonstatutory Stock Option" means an Option which is not an
Incentive Stock Option.
o) "Officer" means any person who is an officer of the Company
or any Subsidiary.
p) "Option" means the right to purchase from the Company a
specified number of shares of Common Stock, which right shall
be designated as either an Incentive Stock Option or a
Nonstatutory Stock Option.
q) "Optionee" means an Employee to whom an Option or Restricted
Stock has been granted or awarded.
r) "Option Period" means the period during which an Option may
be exercised.
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s) "Option Price" means the price per share at which an Option
may be exercised.
t) "Plan" means the Union Planters Corporation 1992 Stock
Incentive Plan.
u) "Reload Option" means an Option granted to an Optionee upon
the surrender of shares of Common Stock in payment of an
Option Price upon the exercise of an Option. The Option Price
for any Reload Option shall be the Fair Market Value at the
date the Common Stock is surrendered as payment pursuant to
Section 3(d) (iv). Other terms of the Reload Option shall be
the same as contained in the Option Agreement relating to the
Option exercised.
v) "Restricted Stock" means shares of Common Stock awarded
pursuant to the provisions of Section 11.
w) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
x) "Subsidiary" means a corporation of which at least 50 percent
of the total combined voting power of all classes of stock is
held by the Company, either directly or through one or more
other Subsidiaries.
2. PURPOSE. The purposes of the Plan are: (1) to encourage stock
ownership by management and other key Employees in order to closely
associate their interests with the Company's shareholders by
reinforcing the relationship between Plan participants' rewards and
shareholder gains; (2) to maintain competitive compensation levels in
order to continue to attract highly talented persons; and (3) to
provide an incentive to management and other key Employees for
continuous employment with the Company or its Subsidiaries.
3. ADMINISTRATION The Plan shall be administered by the Committee, which
shall be appointed by the Board and consist of no fewer than three
disinterested members of the Board who (i) for at least one year prior
to serving on the Committee have not received, and who shall not
during their tenure on the Committee receive, any grant of stock
options or rights pursuant to the Plan or any other plan of the
Company, except as may be permitted for disinterested administrator
status under Exchange Act Rule 16b-3, and (ii) is not a current
employee of the Company, is not a former employee who receives
compensation for prior services (other than under a tax-qualified
retirement plan), has not been an officer of the Company, and does not
receive remuneration from the Company in any capacity other than as a
director in accordance with the requirements of Section 162(m) of the
Code. The Board shall have the power to fill vacancies on the
Committee or to replace members of the Committee with other members of
the Board at any time. In addition to any other powers granted to the
Committee, it shall have the following powers subject to the express
provisions of the Plan:
a) subject to the provisions of Sections 4, 6, and 11, to
determine in its sole discretion the Employees to whom
Options or Restricted Stock shall be granted or awarded under
the Plan, the number of shares which shall be subject to each
Option or Restricted Stock grant, the terms upon which, the
times at which, and the periods within which such Options may
be acquired and exercised, and the terms and conditions of
Restricted Stock awards;
b) to grant Options to, and to award Restricted Stock to,
Employees selected by the Committee in its sole discretion;
c) to determine all other terms and provisions of each
Agreement, which need not be identical;
d) without limiting the foregoing, to provide in its sole
discretion in an Agreement:
i) for an agreement by the Optionee to render services
to the Company or a Subsidiary upon such terms and
conditions as are specified in the Agreement,
provided that the Committee shall not
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have the power to commit the Company or any
Subsidiary to employ or otherwise retain any
Optionee;
ii) for restrictions on the transfer, sale, or other
disposition of Common Stock issued to the Optionee
upon the exercise of an Option or for other
restrictions permitted by Section 11 with respect to
Restricted Stock;
iii) for an agreement by the Optionee to resell to the
Company, under specified conditions, Common Stock
issued upon the exercise of his Option or awarded
as Restricted Stock; and
iv) for the payment of the Option Price upon the
exercise of an Option otherwise than in cash,
including without limitation by delivery (including
constructive delivery) of shares of Common Stock
(other than Restricted Stock) valued at Fair Market
Value on the Date of Exercise of the Option, or by a
combination of cash and shares of Common Stock;
v) for the automatic issuance of a Reload Option for
the same number of shares delivered as payment (or
partial payment) of the Option Price as provided in
Section 3(d)(iv) above and, to the extent authorized
by the Committee, for the number of shares used to
satisfy any tax withholding requirement incident to
the exercise of an Option as provided for in Section
12. The number of shares covered by a Reload Option
shall not exceed (1) the number of shares, if any,
surrendered as payment or (2) the number of shares
remaining available for granting under the Plan,
whichever shall be less. No Reload Options shall
issue to an Optionee who exercises any Option
pursuant to the terms of this Plan following
termination of his employment.
e) to construe and interpret the Agreements and the Plan;
f) to require, whether or not provided for in the pertinent
Agreement, of any person acquiring or exercising an Option or
acquiring Restricted Stock, at the time of such exercise or
acquisition, the making of any representations or agreements
which the Committee may deem necessary or advisable in order
to comply with the securities and tax laws of the United
States or of any state; and
g) to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan.
Any determinations or actions made or taken by the Committee
pursuant to this Section shall be binding and final.
4. ELIGIBILITY. Participants in the Plan shall be selected by the
Committee from key Employees occupying responsible managerial or
professional positions and who have the ability to make a substantial
contribution to the success of the Company. In making this selection
and in determining the form and amount of grants and awards, the
Committee shall consider any factors deemed relevant, including the
individual's functions, responsibilities, value of services to the
Company or to its Subsidiaries, and past and potential contributions
to the Company's profitability and sound growth. Members of the
Committee shall not be eligible to receive awards or grants under the
Plan during their tenure on the Committee.
Options and Restricted Stock may be granted only to
Employees; provided, however, that Directors who are not also
full-time employees shall not be eligible to receive Incentive Stock
Options. An Employee who has been granted an Option or Restricted
Stock may be granted additional Options and Restricted Stock.
5. STOCK SUBJECT TO THE PLAN. There is hereby reserved for issuance upon
the exercise of Options granted under the Plan or the award of
Restricted Stock under the Plan an aggregate of 6,000,000 shares of
Common Stock. If an Option granted under the Plan expires or
terminates for any reason without having been fully exercised
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or if shares of Restricted Stock granted under the Plan are forfeited,
the unpurchased shares of Common Stock which had been subject to such
Option at the time of its expiration or termination or the forfeited
shares of Restricted Stock, as the case may be, shall become available
for awards by the Committee of other Options or Restricted Stock under
the Plan. The total number of shares of Common Stock available to
grant to any one Optionee will not exceed 20% of the total shares
subject to grant.
6. OPTIONS.
a) Each Option grant shall be evidenced by an Agreement, which
shall indicate whether the Option is intended to be a
Nonstatutory Stock Option or an Incentive Stock Option.
b) The Option Price shall be determined by the Committee, but in
no event shall the Option Price be less than the greater of
the Fair Market Value of the Common Stock determined as of
the Date of Grant or the par value of the Common Stock.
c) The Option Period shall be determined by the Committee and
specifically set forth in the Agreement; provided, however,
than an Option shall not be exercisable after ten years from
the Date of Grant.
d) To the extent that the aggregate fair market value
(determined on the date the Option is granted) of Common
Stock with respect to which an Incentive Stock Option is
exercisable for the first time by any Optionee during any
calendar year exceeds $100,000, such Option shall be treated
as a Nonstatutory Stock Option.
e) All Incentive Stock Options granted under the Plan shall
comply with the provisions of the Code governing incentive
stock options, and with all other applicable rules and
regulations.
f) The Committee may permit the Optionee to defer the issue or
transfer of Common Stock which would otherwise be issued or
transferred to such Optionee upon exercise of the Option.
Such deferral shall be at a time, in an amount, and in a
manner that is in accordance with the terms and conditions
established by the Committee.
7. EXERCISE OF OPTIONS. An Option shall, subject to the provisions of the
Agreement under which it was granted, be exercised in whole or in part
by the delivery to the Company of written notice of the exercise, in
such form as the Committee may prescribe, accompanied by full payment
for the Common Stock with respect to which the Option is exercised.
8. NONTRANSFERABILITY. Incentive Stock Options granted under the Plan
shall not be transferable otherwise than by will or the laws of
descent and distribution. Nonstatutory Stock Options granted under the
Plan shall not be transferable otherwise than by will or the laws of
descent and distribution, except as provided by the Committee and
specified in the Agreement.
9. DEATH OF OPTIONEE. Upon the death of an Optionee, any Option
exercisable on the date of death may be exercised by the Optionee's
estate or by a person who acquires the legal right to exercise such
Option by bequest or inheritance or otherwise, provided that such
exercise occurs within one year following date of death and within the
remaining Option Period. The provisions of this Section shall apply
notwithstanding the fact that the Optionee's employment may have
terminated prior to death, but only to the extent of any Options
exercisable on the date of death.
10. RETIREMENT, DISABILITY, AND OTHER TERMINATION. Notwithstanding the
designation of an Option in an Agreement as an Incentive Stock Option,
the tax treatment available pursuant to Section 422 of the Code upon
the exercise of an Incentive Stock Option is not available to an
Optionee who exercises any Incentive
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Option more than (i) 12 months after the date of termination of
employment due to permanent disability or (ii) three months after the
date of termination of employment due to retirement or for other
reasons.
11. RESTRICTED STOCK AWARDS. Restricted Stock awards under the Plan shall
consist of shares of Common Stock granted to an Employee that are
restricted against transfer, subject to forfeiture, and subject to
other terms and conditions intended to further the purpose of the Plan
as determined by the Committee. Restricted Stock awards shall be
evidenced by Agreements containing provisions setting forth the terms
and conditions governing such awards. Each such Agreement must contain
the following:
a) prohibitions against the sale, assignment, transfer,
exchange, pledge, hypothecation, or other encumbrance of (i)
the shares awarded as Restricted Stock, (ii) the right to
vote such shares, and (iii) the right to receive dividends
thereon during the restriction period applicable to such
shares; provided, however, that the Optionee shall have all
the other rights of a stockholder including, but not limited
to, the right to receive dividends and the right to vote such
shares;
b) at least one term, condition, or restriction constituting a
"substantial risk of forfeitures" as defined in Section 83(c)
of the Code;
c) such other terms, conditions, and restrictions as the
Committee in its discretion chooses to apply to the stock
(including, without limitation) provisions creating
additional substantial risks of forfeiture);
d) a requirement that each certificate representing shares of
Restricted Stock shall be deposited with the Company, or its
designee, and shall bear the following legend:
This certificate and shares of stock represented
hereby are subject to the terms and conditions
(including forfeiture and restrictions against
transfer) contained in the Union Planters
Corporation 1992 Stock Incentive Plan and an
Agreement entered into between the registered owner
and Union Planters Corporation. Release from such
terms and conditions shall be made only in
accordance with the provisions of the Plan and the
Agreement, a copy of each of which is on file in the
office of the Treasurer of Union Planters
Corporation.
e) the applicable period or periods of any terms, conditions, or
restrictions applicable to the Restricted Stock; provided,
however, that the Committee in its discretion may accelerate
the expiration of the applicable restriction period with
respect to any part or all of the shares awarded to an
Optionee; and
f) the terms and conditions upon which any restrictions upon
shares of Restricted Stock awarded shall lapse and new
certificates free of the foregoing legend shall be issued to
the Optionee or his legal representative.
The Committee may include in an Agreement that in
the event of an Optionee's termination of employment for any
reason prior to the lapse of restrictions, all shares of
Restricted Stock shall be forfeited by such Optionee to the
Company without payment of any consideration by the Company,
and neither the Optionee nor any successors, heirs, assigns,
or personal representatives of such Optionee shall thereafter
have any further rights or interest in such shares or
certificates.
12. WITHHOLDING TAXES. Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the Company
shall have the right to require the Optionee to remit to the Company
cash or Common Stock in an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements prior to the delivery
of any certificate or certificates for such shares. Alternatively, the
Company may issue or transfer such shares of Common Stock net of the
number of shares sufficient to satisfy the withholding tax
requirements. For withholding tax purposes, the shares of Common Stock
shall be valued on
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the date the withholding obligation is incurred. All Optionees shall
have the right under the Plan to elect to pay withholding taxes in
cash, to have shares of Common Stock withheld, or to deliver
previously owned shares to satisfy withholding tax requirements upon
the exercise of an Option granted under the Plan or upon the
acquisition of Restricted Stock free of prior restrictions.
13. CAPITAL ADJUSTMENTS. The number and class of shares subject to each
outstanding Option or Restricted Stock grant, the Option Price, and
the aggregate number and class of shares for which awards thereafter
may be made shall be subject to such adjustment, if any, as the
Committee in its discretion deems appropriate to reflect such events
as stock dividends, stock splits, recapitalizations, mergers,
consolidations, or reorganizations of or by the Company; provided,
however, that any such adjustment shall not materially increase the
benefits accruing to Plan participants.
14. TERMINATION OR AMENDMENT. The Board shall have the power to terminate
the Plan and to amend it in any respect, provided, however, that after
the Plan has been approved by the stockholders of the Company, no
amendment of the Plan shall be made by the Board without approval of
the Company's stockholders to the extent stockholder approval of such
amendment is required by applicable law or regulation or the
requirements of the principal exchange or interdealer quotation system
on which the Common Stock is then listed or quoted. Unless required by
applicable law or governmental regulations, no termination or
amendment of the Plan shall adversely affect the rights or obligations
of the holder of any Option or Restricted Stock granted under the Plan
without his consent.
15. MODIFICATION, EXTENSION, RENEWAL AND SUBSTITUTION OF OPTIONS. Subject
to the terms and conditions and within the limitations of the Plan,
the Committee may modify, extend, or renew outstanding Options granted
under the Plan. Notwithstanding the foregoing, however, no
modification of an Option under the Plan shall, without the consent of
the Optionee, alter or impair any of such Optionee's rights or
obligations, unless required by applicable law or governmental
regulations. Anything contained herein to the contrary
notwithstanding, Options may, at the discretion of the Committee, be
granted under this Plan in substitution for options to purchase shares
of capital stock of another corporation which is merged into,
consolidated with, or all or a substantial portion of the property or
stock of which is acquired by, the Company or a Subsidiary. The terms
and conditions of the substitute options so granted may vary from the
terms and conditions set forth in this Plan to such extent as the
Committee may deem appropriate in order to conform, in whole or in
part, to the provisions of the options in substitution for which such
Options are granted. Such Options shall not be counted toward the
(20%) share limit set forth in the last sentence in Section 5, except
to the extent it is determined by the Committee that counting such
Options is required in order for the grants of such Options hereunder
to be eligible to qualify as "performance-based compensation" within
the meaning of Section 162(m) of the Code and the rules and
regulations thereunder.
16. EFFECTIVENESS OF THE PLAN. Following adoption by the Board, the Plan
shall take effect on the date approved by the stockholders of the
Company. Notwithstanding any provision to the contrary, all Options
and Restricted Stock shall be without force or effect unless the Plan
shall have been approved by the stockholders of the Company. Any Plan
amendments which require stockholder approval pursuant to Section 14
are subject to approval by vote of the stockholders of the Company
within 12 months after their adoption by the Board. Subject to such
approval, any such amendments shall be effective on the date on which
they are adopted by the Board. Options and Restricted Stock which are
dependent upon stockholder approval of a Plan amendment may be granted
prior to such approval, but shall be subject to such approval. The
date on which any Option or Restricted Stock grant dependent upon
stockholder approval of a Plan amendment is effective shall be the
Date of Grant for all purposes as if the Option or Restricted Stock
grant had not been subject to such approval; however, no Option or
Restricted Stock granted may be exercised prior to such stockholder
approval.
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17. TERM OF THE PLAN. Unless sooner terminated by the Board pursuant to
Section 14, the Plan shall terminate on the date ten years after its
adoption by the Board, and no Options or Restricted Stock may be
granted after termination. The termination shall not affect the
validity of any Option or Restricted Stock outstanding on the date of
termination.
18. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
indemnification as they may have as Directors or as members of the
Committee, the members of the Committee shall be indemnified by the
Company against the reasonable expenses, including attorneys' fees,
actually and reasonably incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein,
to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any
Option or Restricted Stock granted or awarded hereunder, and against
all amounts reasonably paid by them in settlement thereof or paid by
them in satisfaction of a judgment in any such action, suit or
proceeding, if such members acted in good faith and in a manner which
they believed to be in, and not opposed to, the best interests of the
Company.
19. GENERAL PROVISIONS.
a) The establishment of the Plan shall not confer upon any
Employee any legal or equitable right against the Company or
the Committee except as expressly provided in the Plan.
b) The Plan does not constitute inducement or consideration for
the employment of any Employee, nor is it a contract between
the Company and any Employee. Participation in the Plan shall
not give any Employee any right to be retained in the employ
of the Company. The Company retains the right to hire and
discharge any Employee at any time, with or without cause, as
if the Plan had never been adopted.
c) The interests of any Employee under the Plan are not subject
to the claims of creditors and may not in any way be
assigned, alienated, or encumbered.
d) The Plan shall be governed, construed, and administered in
accordance with the laws of the state of Tennessee and in
accordance with the intention of the Company that Incentive
Stock Options granted under the Plan qualify as such under
Section 422 of the Code, and that Options granted under the
Plan to Officers and Directors who are subject to Section 16
of the Exchange Act qualify as exempt transactions under
Exchange Act Rule 16b-3.
e) Each award under the Plan shall be subject to the requirement
that, if at any time the Committee shall determine that (i)
the listing, registration or qualification of the shares of
Common Stock subject or related thereto upon any securities
exchange or under any state or federal law, or (ii) the
consent or approval of any government regulatory body, or
(iii) an agreement by the Optionee with respect to the
disposition of shares of Common Stock is necessary or
desirable as a condition of, or in connection with, the
granting of such award or the issue or purchase of shares of
Common Stock thereunder, such award may not be consummated in
whole or in part unless such listing, registration,
qualification, consent, approval, or agreement shall have
been effected or obtained free of any conditions not
acceptable to the Committee.
ORIGINAL PLAN APPROVAL: AMENDMENT NO. 1 APPROVAL:
Board of Directors - February 20, 1992 Board of Directors - October 17, 1996
Shareholders - April 23, 1992 Shareholders - April 17, 1997
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