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EXHIBIT 10(AA)
SALARY CONTINUATION AGREEMENT
AGREEMENT made as of the fifth day of May 1998, ("the Effective Date") by
and between Union Planters Corporation ("UPC") and Xxxxx XxXxxx ("XxXxxx").
WHEREAS, XxXxxx and UPC entered into a Salary Continuation Agreement dated
January 1, 1998, which they now desire to replace and supersede in its entirety
with this Salary Continuation Agreement, and
WHEREAS, UPC desires to assure continued payment of XxXxxx'x base salary
and annual bonus and provide for other compensation and benefits under certain
circumstances; and
WHEREAS, XxXxxx wishes to continue in the employment of UPC and receipt
of his compensation; and
WHEREAS, except as otherwise specifically set forth herein, the parties
acknowledge that this is not a contract of employment for any fixed period of
time at any agreed upon compensation, and XxXxxx is an employee-at-will.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement and for other good and valuable consideration, the
parties hereby agree as follows:
1. Replacement of Previous Agreement. The Salary Continuation
Agreement dated January 1, 1998 between XxXxxx and UPC is hereby replaced
and superseded in its entirety by this Salary Continuation
Agreement("Agreement").
2. Base Salary and Bonus. Effective June 1, 1998, XxXxxx'x base
salary shall be $200,000.00 per annum. XxXxxx shall continue to be
eligible for an annual cash bonus and stock options to the same extent as
other UPC officers of similar position.
3. Grant of Right to Stock. There shall be a recommendation made to
the Salary and Benefits Committee at its meeting next following the
execution of this Agreement that there be granted to XxXxxx twelve
thousand (12,000) shares of restricted UPC common stock ("Restricted
Stock") in accordance with UPC's standard terms and conditions regarding
the granting of rights in such stock. Such recommendation shall provide
that the Restricted Stock shall vest in XxXxxx according to the following
schedule: 1,000 shares on October 18, 1998, and 1,000 shares on October 18
of each of the next eleven years.
4. Change in Control. For the purposes of this Agreement, "Change in
Control" of UPC means the acquisition of UPC by another entity, which
shall be defined herein as the merger of UPC with or into an acquiring
entity, with UPC not surviving the merger.
5. Entitlement Following a Change in Control. Upon a Change in
Control:
(a) all shares of Restricted Stock not yet vested in XxXxxx
shall immediately vest; and
(b) UPC and XxXxxx shall be deemed to have entered into a
contract of employment for a period of one year, at XxXxxx'x then
current base compensation. At any time during such one year term,
should XxXxxx resign, he shall receive:
(i) a lump-sum payment, payable in cash within thirty (30)
days of the effective date of XxXxxx'x resignation (less
applicable federal and state taxes) equal to (A) his current base
salary multiplied by two (2), plus (B) an amount equal to the
highest of the preceding two years' cash bonuses paid to XxXxxx
multiplied by two(2); and
(ii) continued medical coverage for the lesser of (A) two
years or (B) until XxXxxx shall be reemployed. Upon XxXxxx'x
resignation, such contract of employment shall terminate.
6. Termination without a Change in Control. Should XxXxxx be
terminated without cause prior to December 31, 2001 by UPC without a
Change in Control having occurred, XxXxxx shall be entitled to:
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(a) a lump sum payment, payable in cash within thirty (30) days of
the effective date of XxXxxx'x termination (less applicable federal and
state taxes) equal to(A) his current base salary multiplied by two(2)
plus(B) an amount equal to the highest of the preceding two years' cash
bonuses paid to XxXxxx multiplied by two (2); and
(b) continued medical coverage for the lesser of (A) two years or (B)
until XxXxxx shall be reemployed.
7. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State
of Tennessee.
8. Modification, Waiver or Discharge. No provision of this Agreement
may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by XxXxxx and an authorized
officer of UPC. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall he
deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not expressly set forth in
this Agreement; provided, however, that this Agreement shall not supersede
or in any way limit the right, duties or obligations that XxXxxx or UPC
may have under any other written agreement between such parties, under any
employee pension benefit plan or employee welfare benefit plan as defined
under the Employee Retirement Income Security Act of 1974, as amended, and
maintained by UPC, or under any established personnel practice or policy
applicable to XxXxxx.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
UNION PLANTERS CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Title: President and CEO
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/s/ Xxxxx XxXxxx
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Xxxxx XxXxxx
