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EXHIBIT 10(N)
UNION PLANTERS CORPORATION
AMENDED AND RESTATED
1992 STOCK INCENTIVE PLAN
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 Amended and Restated
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. The Committee shall consist of two or more
members of the Board. It is intended that the directors appointed to serve
on the Committee shall be "nonemployee directors" (within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended) and
"outside directors" (within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder). However,
the mere fact that a Committee member shall fail to qualify under either of
the foregoing requirements shall not invalidate any award made by the
Committee, which award is otherwise validly made under the Plan. 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
have the power to commit the Company or any Subsidiary to employ
or otherwise retain any Optionee;
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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 receive awards or grants
under the Plan during their tenure on the Committee unless approved by the
Board of Directors.
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 13,000,000 shares of Common Stock. If an
Option granted under the Plan expires or terminates for any reason without
having been fully exercised 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
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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 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
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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
Amended and Restated 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 minimum required withholding tax requirements
(but not more than such minimum). For withholding tax purposes, the shares
of Common Stock shall be valued on the date the withholding obligation is
incurred. Subject to the foregoing restrictions, 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.
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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.
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
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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
AMENDMENT NO. 2 APPROVAL:
Board of Directors -- February 18, 1999
Shareholders -- April 15, 1999
AMENDMENT NO. 3 APPROVAL:
Board of Directors -- July 15, 1999
Shareholders -- Not required
All of the above amendments are included herein in this Amended and Restated
1992 Stock Incentive Plan.
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