GERALD L. BAKER RETIREMENT AGREEMENT
EXHIBIT
10.7(t)
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This
Agreement is made by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇. ▇▇▇▇▇" or "you") and
First Horizon National Corporation, its predecessors, successors, assigns,
subsidiaries, parents, affiliates, and their respective directors, officers,
employees and agents, attorneys and representatives, both past, present, or
future ("the Company"). This arrangement is offered in recognition of your years
of service with the Company and is accompanied with the Company's hope that it
will assist you during the transition period that follows.
You
acknowledge that you have had more than 21 days to evaluate this Agreement.
After signing this Agreement, you have seven days during which you may revoke
your decision.
The elements
of the retirement agreement are these:
1. Agreement:
Your
signature at the conclusion of this document represents your knowing and
voluntary acceptance of this Agreement. You acknowledge that you have not been
pressured in any way to sign this Agreement and that you have executed it of
your own free will. This Agreement should be returned to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, after you have fully
executed it. By its execution of this Agreement, the Company
acknowledges and confirms that the appropriate committee of its Board of
Directors or other administrative body has approved of your normal retirement as
of December 31, 2008 for purposes of applying the benefits you are otherwise
entitled to under applicable plans (including those referenced in Sections 2 and
6 of this Agreement) and that nothing herein shall be considered in a manner
which adversely affects any benefits, or the amount thereof, to which you are or
may otherwise be entitled under applicable plans.
2. Consideration:
In
consideration of your release as set forth below and your retirement on December
31, 2008, the Company will provide you with the following. You acknowledge that
you are not otherwise entitled to the consideration listed in this
Section. In the event of your death prior to the payment of any of
the amounts set forth in this Section, your entitlement to such consideration
will not be adversely affected and any payments for which a beneficiary has not
already been designated will be paid to your estate.
(i) Restricted
Stock
36,797 shares of restricted
stock will vest on your retirement date of December 31, 2008. Shares
will be withheld for taxes unless prohibited by plan
requirements.
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(ii) 2008
Performance Restricted Stock Grant
The 115,000
shares of performance restricted stock granted in February, 2008 will vest on an
un-prorated basis following your retirement, but only if the earnings per share
performance target previously established by the Compensation Committee is
achieved during the performance period.
3. 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 at any time in the future,
whether directly or indirectly, any 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; provided,
however, the obligations set forth in this sentence will expire on
December 31, 2010. If such information is required to be produced by
law, court order or governmental authority, you must promptly notify the Company
of that obligation. You may not produce or disclose any such
information until the Company has (a) requested protection from the court or
other legal or governmental authority issuing the process and the request has
been denied or pending action on the request you subsequently have been ordered
to produce or disclose such information, (b) consented in writing to such
production or disclosure, or (c) taken no action to protect its interest within
ten (10) business days (or such shorter period required by order of a court or
other legal or governmental authority) after receipt of your
notice.
If
any part of this Agreement is knowingly violated by you in any material respect,
then you will be responsible for repayment of all sums paid to you pursuant to
paragraph 2 of this agreement, in addition to all enforcement costs including,
but not limited to reasonable attorney's fees.
4. Release
and Waiver:
In
consideration for the payments and benefits described in paragraph 2 above, and
other good and valuable consideration, the receipt of which you acknowledge by
your signature in the space provided below, but subject to the provisions of
paragraph 6 of the Agreement, you do, for yourself, your heirs, personal
representatives, agents and assigns, fully, absolutely, and unconditionally
release, acquit and forever discharge the Company, and any and all of its
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 Company,
or your separation, whether arising out of or related to Title VII of the Civil
Rights Act of 1964, as amended ("Title VII"); the Civil Rights Act of 1991; the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; the Americans with Disabilities Act of 1990; the Age
Discrimination in Employment Act of 1967, as amended, (the "ADEA"), the Family
and Medical Leave Act ("FMLA"), the Fair Labor Standards Act ("FLSA"), the
Tennessee Human Rights Act, Tennessee Code Annotated section 4-21-101 et seq,
and Tennessee Code Annotated 8-50-103 (Employment of the Handicapped), and any
other federal or state, local, or 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.
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Notwithstanding
the foregoing or anything to the contrary contained in this Agreement, nothing
herein is intended to affect any obligation the Company may have to indemnify
you, hold you harmless or advance to you or pay expenses in accordance with the
Company’s Bylaws or any individual indemnity agreement in place at the time
of this Agreement, and it is agreed that nothing in this Agreement will be
construed as a waiver by you of any such rights.
5. Acknowledgment
of OWBPA 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 of an
attorney, as well as tax advisors to review this Agreement. You acknowledge
receiving not less than twenty one (21) calendar days in which to consider this
Agreement to ensure that your execution of this Agreement is knowing and
voluntary. In signing below, you expressly acknowledge that you have been
afforded at least twenty-one (21) days to consider this Agreement and that your
execution of same is with full knowledge of the consequences thereof and is of
your own free will. By signing on the date below, if less than twenty-one (21)
days, you voluntarily elect to forgo waiting twenty-one (21) full days. You
agree that any change, material or immaterial, to the terms of this Agreement
does not restart the running of the twenty-one (21) day period.
6. Other
Benefits:
Your
right to benefits under all other plans of the Company is not affected by your
signature to this Agreement. This includes your qualified pension
benefit, Pension Restoration Plan benefit, 401k benefit, executive survivor
benefit, post-retirement medical benefits and any deferred compensation
arrangements. Your first non-qualified pension benefit will begin on
the first pay period beginning 6 months following your retirement date. You will
be eligible for an annual bonus for the 2008 plan year in the same amount that
you would have received if you had not retired. You will also be
eligible for a pro-rata payment of the Performance Stock Units (PSUs) that you
received in 2007, paid at the same time that other participants in the plan
receive their payments. You will continue to be eligible for financial
counseling through the end of 2009 and tax preparation for the 2009 tax year. As
provided under the plan, your management stock options will expire the earlier
of the original expiration date or the third anniversary of your retirement
date. Deferral stock options will expire the earlier of the original
expiration date or the fifth anniversary of your retirement date.
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7. Non-Competition,
Non-Solicitation, Non-Disparagement and Non-Interference
For a period
of two (2) years following the termination of your employment with the Company,
you agree that:
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A.
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Non-Competition:
You will not directly or indirectly engage as an owner, employer,
employee, director principal agent or otherwise, with any company engaged
in a similar line of business in competition with the
Company.
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B.
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Non-Solicitation: You
will not, without the express written approval of the Company, directly or
indirectly, on behalf of yourself or for others, solicit or contact in any
manner (with the intent of providing any service or product competitive
with any service or product which is provided at the time of such contact
by the Company) any customer of the Company with whom you had actual
contact while employed by the
Company.
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C.
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Non-Disparagement: The
Company and you jointly agree that neither will participate in,
assist in, nor encourage any activity or efforts to damage the business or
personal reputations of the other, and that neither will attempt to
adversely affect the other’s relationships with employees, customers,
business partners, or other individuals or
entities.
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D.
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Non-Interference: You
will not directly or indirectly induce or
encourage:
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| (i) any employee or contractor of the Company to leave his/her position to seek employment or association with any person or entity other than the Company; or | ||
| (ii) any dealer, supplier or customer of the Company to modify or terminate any relationship, whether or not evidenced by a written contract, with the Company. |
You
acknowledge and agree that the restrictions set forth in paragraph 7 hereof are
reasonable and necessary for the protection of Company business and
goodwill. You further agree that if you breach or threaten to breach
any of your obligations in 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 attorneys’ fees and costs incurred by it in enforcing
any of its right or remedies under this section or any other provision of the
Agreement.
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8. 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 agreement must be in writing, addressed to First Tennessee Bank, attention
▇▇▇▇ ▇▇▇▇▇▇, Employee Services Division, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. 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 the event the company enters a
merger or other change-in-control agreement after you sign this release and
Agreement, you will not be eligible for change-in-control severance benefits
under your current change-in-control agreement.
9. Return
of Documents:
By
your signature, you acknowledge and confirm that you will return 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 will be
retained by you.
10. 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 their respective
successors, assigns, heirs and personal representatives, as is discussed in
paragraph 4 above.
11. 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.
12. 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.
13. Captions:
The
captions to the various paragraphs of this Agreement are for convenience only
and are not part of this Agreement.
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14. 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 A FINANCIAL COUNSELOR AND 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 covers in detail each and every element of the retirement agreement
agreed upon between you and the Company. Your signature in the space provided
below will confirm that you have had an unhurried opportunity to carefully read
and review this Agreement and seek advice with respect to its content, and that
you fully understand its meaning in all respects.
This
Agreement may be enforced by the parties in any state or federal court of
competent jurisdiction.
This
Agreement is signed in duplicate originals at First Tennessee Bank in Memphis,
Tennessee.
I HAVE READ
THE FOREGOING AGREEMENT, HAVE HAD A REASONABLE AND ADEQUATE OPPORTUNITY TO
REVIEW IT, AND FULLY UNDERSTAND AND VOLUNTARILY SIGN THE SAME.
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July
31, 2008
Date
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Witnessed
by:
/s/ ▇▇▇
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Notary
of the State of Tennessee
First
Horizon National Corporation
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My
Commission Expires: January 10, 2012
[text
of notary seal set forth below]
▇▇▇
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STATE
OF TENNESSEE NOTARY PUBLIC
SHELBY
COUNTY
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By: /s/
▇▇▇▇ ▇▇▇▇▇▇
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Executive
Vice President and
Human
Resources Manager
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8-1-2008
Date
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