<PAGE> 1
As filed with the Securities and Exchange Commission on October 26, 1999.
File No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
UNION PLANTERS CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 62-0859007
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)
7130 GOODLETT FARMS PARKWAY, MEMPHIS, TENNESSEE 38018
(Address, including zip code, of Principal Executive Offices)
UNION PLANTERS CORPORATION 1998 STOCK INCENTIVE PLAN FOR OFFICERS AND EMPLOYEES
(AS AMENDED)
(Full Title of the Plan)
E. James House, Jr. Copy To:
Secretary and Manager of the Legal Department Cynthia W. Young
Union Planters Corporation Wyatt, Tarrant & Combs
7130 Goodlett Farms Parkway 2800 Citizens Plaza
Memphis, Tennessee 38018 Louisville, Kentucky 40202
(901) 580-6596 (502) 589-5235
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
Proposed
Title of securities to be Amount to be Proposed maximum of- maximum aggregate Amount of
registered registered fering price per unit <F1> offering price <F1> registration fee
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $5.00 1,500,000 <F2> $41.375 $62,062,500 $17,263.38
par value (and associ
ated Preferred Share
Rights)
</TABLE>
<F1> Determined in accordance with Rule 457(h), the registration fee
calculation is based on the average of the high and low prices of the
Registrant's Common Stock reported on the New York Stock Exchange on
October 25, 1999.
<F2> Includes preferred share purchase rights. Prior to the occurrence of
certain events, these rights will not be exercisable or evidenced
separately from the Common Stock. The amount of Common Stock to be
registered hereby includes 1,500,000 shares of Common Stock to be
issued pursuant to the exercise of options granted to officers and
employees under the Union Planters Corporation 1998 Stock Incentive
Plan for Officers and Employees, as amended; plus such additional
shares as may be issued pursuant to the anti-dilution provisions
thereof to reflect stock splits, stock dividends or similar
transactions pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the "Securities Act").
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is for the registration of additional shares of
Common Stock (and associated preferred share purchase rights) for issuance under
the Union Planters Corporation 1998 Stock Incentive Plan for Officers and
Employees, as amended October 21, 1999 (the "Plan"). These securities are in
addition to the securities registered on the Registration Statement on Form S-8
(SEC No. 333-67301) previously filed by the Registrant on November 13, 1998, and
as to which a filing fee of $46,035.06 was paid. At that time, 3,500,000 shares
of Common Stock were registered for issuance under the Plan. An additional
1,500,000 shares of Common Stock were authorized for issuance under the Plan as
amended October 21, 1999, and these additional shares represent the shares of
Common Stock being registered hereby. Therefore, pursuant to General Instruction
E on Form S-8, the contents of the earlier registration statement relating to
the Plan (SEC No. 333-6701) are incorporated by reference into this Registration
Statement, subject to the following.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I of this Registration Statement will
be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Union Planters Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference and deemed to be a part
hereof from the date of the filing of such documents:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 (provided that any information included or incorporated
by reference in response to Items 402(a)(8), (i), (k), or (l) of Regulation S-K
of the Securities and Exchange Commission shall not be deemed to be incorporated
herein and is not part of the Registration Statement);
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999 and June 30, 1999 (filed May 11, 1999 and August
10, 1999, respectively);
3. The Registrant's Current Reports on Form 8-K dated January
21, 1999 (filed January 22, 1999), dated April 15, 1999 (filed April 15, 1999),
and dated July 15, 1999 (filed July 15, 1999);
4. The description of the current management and Board of
Directors of the Registrant contained in the Proxy Statement of the Registrant
filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 for the
Registrant's Annual Meeting of Shareholders held on April 15, 1999;
5. The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement under Section 12(b) of the Securities
Exchange Act of 1934 and any amendment or report filed for the purpose of
updating such description; and
6. The description of the Registrant's Preferred Share
Purchase Rights set forth in the Registrant's Registration Statement on Form 8-A
dated and filed January 22, 1999 (SEC File No. 001-10160).
<PAGE> 3
`
All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of the Registrant's Common Stock
offered pursuant to the Registration Statement will be passed upon by E. James
House, Jr., Secretary and Manager of the Legal Department of the Registrant. E.
James House, Jr. is an officer of and receives compensation from the Registrant,
and owns shares and holds options to acquire shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Charter of the Registrant provides as follows:
TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:
To the fullest extent permitted by Tennessee law, the
Corporation may indemnify or purchase and maintain insurance
to indemnify any of its directors, officers, employees or
agents and any persons who may serve at the request of the
Corporation as directors, officers, employees, trustees or
agents of any other corporation, firm, association, national
banking association, state-chartered bank, trust company,
business trust, organization or any other type of entity
whether or not the Corporation shall have any ownership
interest in such entity. Such indemnification(s) may be
provided for in the Bylaws, or by resolution of the Board of
Directors or by appropriate contract with the person
involved.
Article V, INDEMNIFICATION, of the Registrant's Amended and Restated Bylaws
provides as follows:
The Corporation does hereby indemnify its directors and
officers to the fullest extent permitted by the laws of the
State of Tennessee and by ARTICLE TWELFTH of its Charter.
The Corporation may indemnify any other person to the extent
permitted by the Charter and by applicable law.
Indemnification of corporate directors and officers is
governed by Sections 48-18-501 through 48-18-509 of the
Tennessee Business Corporation Act (the "Act"). Under the
Act, a person may be indemnified by a corporation against
judgments, fines, amounts paid in
<PAGE> 4
settlement and reasonable expenses (including attorneys'
fees) actually and necessarily incurred by him in connection
with any threatened or pending suit or proceeding or any
appeal thereof (other than an action by or in the right of
the corporation), whether civil or criminal, by reason of
the fact that he is or was a director or officer of the
corporation or is or was serving at the request of the
corporation as a director or officer, employee or agent of
another corporation of any type or kind, domestic or
foreign, if such director or officer acted in good faith for
a purpose which he reasonably believed to be in the best
interest of the corporation and, in criminal actions or
proceedings only, in addition, had no reasonable cause to
believe that his conduct was unlawful. A Tennessee
corporation may indemnify a director or officer thereof in a
suit by or in the right of the corporation against amounts
paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred as a
result of such suit unless such director or officer did not
act in good faith or with the degree of diligence, care and
skill which ordinary prudent men exercise under similar
circumstances and in like positions.
A person who has been wholly successful, on the merits or
otherwise, in the defense of any of the foregoing types of
suits or proceedings is entitled to indemnification for the
foregoing amounts. A person who has not been wholly
successful in any such suit or proceeding may be indemnified
only upon the order of a court or a finding that the
director or officer met the required statutory standard of
conduct by (i) a majority vote of a disinterested quorum of
the Board of Directors, (ii) the Board of Directors based
upon the written opinion of independent legal counsel to
such effect, or (iii) a vote of the shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index, which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10
(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
<PAGE> 5
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
being offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee, on the 21st day of
October, 1999.
UNION PLANTERS CORPORATION
By: /s/ BENJAMIN W. RAWLINS, JR.
Benjamin W. Rawlins, Jr.
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints E. James House, Jr. and M. Kirk
Walters, and each of them, with the power to act without the other, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her, and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed below by the following
persons as of the 21st day of October, 1999 in the capacities indicated.
NAME CAPACITY DATE
/s/BENJAMIN W. RAWLINGS, JR.Chairman of the Board, Chief October 21, 1999
Benjamin W. Rawlins, Jr. Executive Officer and Director
(Principal Executive Officer)
/s/ JACKSON W. MOORE President, Chief Operating Officer October 21, 1999
Jackson W. Moore Chief Operating Officer and Director
/s/ JOHN W. PARKER Executive Vice President and October 21, 1999
John W. Parker Chief Financial Officer
(Principal Financial Officer)
/s/ M. KIRK WALTERS Senior Vice President, Treasurer October 21, 1999
M. Kirk Walters and Chief Accounting Officer
/s/ ALBERT M. AUSTIN Director October 21, 1999
Albert M. Austin
<PAGE> 7
/s/ GEORGE W. BRYAN Director October 21, 1999
George W. Bryan
/s/ JAMES E. HARWOOD Director October 21, 1999
James E. Harwood
/s/ C.E. HEILIGENSTEIN Director October 21, 1999
C.E. Heiligenstein
/s/ CARL G. HOGAN Director October 21, 1999
Carl G. Hogan
/s/ S. LEE KLING Director October 21, 1999
S. Lee Kling
/s/ PARNELL S. LEWIS, JR. Director October 21, 1999
Parnell S. Lewis, Jr.
/s/ C.J. LOWRANCE, III Director October 21, 1999
C.J. Lowrance, III
/s/ V. LANE RAWLINS Director October 21, 1999
V. Lane Rawlins
/s/ DONALD F. SCHUPPE Director October 21, 1999
Donald F. Schuppe
/s/ DAVID M. THOMAS Director October 21, 1999
David M. Thomas
/s/ RICHARD A. TIPPEER, JR. Director October 21, 1999
Richard A. Tippeer, Jr.
/s/ SPENCE L. WILSON Director October 21, 1999
Spence L. Wilson
<PAGE> 8
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
4.1 Amended and Restated Charter of Union Planters Corporation.
(Incorporated by reference to Exhibit 3 to the Registrant's
Registration Statement on Form 8-A dated and filed January 22,
1999 (SEC File No. 001-10160)
4.2 Amended and Restated Bylaws of Union Planters Corporation.
(Incorporated by reference to Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996 (File No. 0-10160)
4.3 Rights Agreement, dated January 19, 1999, by and between Union
Planters Corporation and Union Planters National Bank.
(Incorporated by reference to Exhibit 2 to the Registrant's
Registration Statement on Form 8-A dated and filed January 22,
1999 (SEC File No. 001- 10160)
5.1 Opinion of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation, as to the
validity of the shares of the Common Stock of Union Planters
Corporation.
23.1 Consent of E. James House, Jr., Secretary and Manager of the
Legal Department of Union Planters Corporation (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page)
99.1 Union Planters Corporation 1998 Stock Incentive Plan for
Officers and Employees (as amended October 21, 1999)
<PAGE> 9
Exhibit 5.1
Opinion of Counsel
<PAGE> 10
[Letterhead of Union Planters Corporation]
October 26, 1999
Union Planters Corporation
7130 Goodlett Farms Parkway
Memphis, Tennessee 38018
Re: 1,500,000 Shares of the Common Stock, $5.00 Par Value Per Share of
Union Planters Corporation, a Tennessee Corporation ("UPC")
Gentlemen:
The undersigned has participated in the preparation of a
registration statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission in respect to not more than
1,500,000 shares of UPC's Common Stock, $5.00 par value per share, ("UPC Common
Stock") which may be issued by UPC pursuant to the Union Planters Corporation
1998 Stock Incentive Plan for Officers and Employees, as amended (the "Plan").
For purposes of rendering the opinion expressed herein, the
undersigned has examined UPC's corporate charter and all amendments thereto;
UPC's bylaws and amendments thereto; and such of UPC's corporate records as the
undersigned has deemed necessary and material to rendering the undersigned's
opinion. The undersigned has relied upon certificates of public officials and
representations of UPC officials, and has assumed that all documents examined by
the undersigned as originals are authentic, that all documents submitted to the
undersigned as photocopies are exact duplicates of original documents, and that
all signatures on all documents are genuine.
Further, the undersigned is familiar with and has supervised
all corporate action taken in connection with the authorization of the issuance
and offering of the subject securities.
Based upon and subject to the foregoing and subsequent
assumptions, qualifications and exceptions, it is the undersigned's opinion
that:
1. UPC is a duly organized and validly existing corporation in good
standing under the laws of the State of Tennessee and has all requisite
power and authority to issue, sell and deliver the subject securities,
and to carry on its business and own its property; and
2. The shares of UPC Common Stock to be issued by UPC pursuant to the Plan
will be duly authorized and when issued by UPC in accordance therewith,
such shares of UPC Common Stock will be fully paid and nonassessable.
The opinion expressed above is limited by the following
assumptions, qualifications and exceptions:
(a) The undersigned is licensed to practice law only in the State
of Tennessee and expresses no opinion with respect to the laws
other than those of the State of Tennessee and of the United
States of America.
<PAGE> 11
(b) The opinion stated herein is based upon statutes, regulations,
rules, court decisions and other authorities existing and
effective as of the date of this opinion, and the undersigned
undertakes no responsibility to update or supplement said
opinion in the event of or in response to any subsequent
changes in the law or said authorities, or upon the occurrence
after the date hereof of events or circumstances that, if
occurring prior to the date hereof, might have resulted in a
different opinion.
(c) This opinion is limited to the legal matters expressly set
forth herein, and no opinion is to be implied or inferred
beyond the legal matters expressly so addressed.
The undersigned hereby consents to the filing of this opinion
with the Securities and Exchange Commission as well as all state regulatory
bodies and jurisdictions where qualification is sought for the sale of the
subject securities.
The undersigned is an Officer of, and receives compensation
from UPC and therefore, is not independent from UPC.
Yours very truly,
UNION PLANTERS CORPORATION
By: /s/ E. JAMES HOUSE, JR.
E. James House, Jr.
Manager, Legal Division
<PAGE> 12
Exhibit 23.2
Consent of PricewaterhouseCoopers LLP
<PAGE> 13
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 21,
1999, except as to Note 2 which is as of March 5, 1999, relating to
the financial statements, which appears on page 37 in the 1998 Annual
Report to Shareholders of Union Planters Corporation, which is
incorporated by reference in Union Planters Corporation's Annual
Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Memphis, Tennessee
October 26, 1999
<PAGE> 14
Exhibit 99.1
Union Planters Corporation 1998 Stock Incentive Plan for Officers and Employees
(as amended October 21, 1999)
UNION PLANTERS CORPORATION
1998 STOCK INCENTIVE PLAN
FOR OFFICERS AND EMPLOYEES,
AS AMENDED
1. DEFINITIONS. In this Plan, except where the context otherwise
indicates, the following definitions apply:
1.1 "Agreement" means the Notice of Grant of Stock Options and
Option Agreement.
1.2 "Board" means the Board of Directors of the Company.
1.3 "Change in Control" shall mean the occurrence of any of the
following events:
1.3.1 The acquisition by any individual, entity, or group
(within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of
1934, as amended) of 25% or more of either (a) the
then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or
(b) the combined voting power of the then outstanding
voting securities of the Company entitled to vote
generally in the election of directors (the
"Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection 1.3.1,
the following acquisitions shall not constitute a
Change in Control: (w) any acquisition directly from
the Company, (x) any acquisition by the Company, (y)
any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, or (z)
any acquisition by any Person pursuant to a
transaction which complies with clauses 1.3.3.3,
1.3.3.2, and 1.3.3.3 of subsection 1.3.3 of this
Section; or
1.3.2 Individuals who, as of the date hereof, constitute
the Board of Directors of the Company (the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any
individual becoming a director subsequent to the date
hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising
the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result
of an actual or threatened election contest with
respect to the election or removal of directors or
other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the
Board; or
1
<PAGE> 15
1.3.3 Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a
"Business Combination"), in each case, unless,
following such Business Combination,
1.3.3.1 all or substantially all of the individuals
and entities who were the beneficial owners,
respectively, of the Outstanding Company
Common Stock and outstanding Company Voting
Securities immediately prior to such
Business Combination beneficially own,
directly or indirectly, more than 65% of,
respectively, the then outstanding shares of
common stock and the combined voting power
of the then outstanding voting securities
entitled to vote generally in the election
of directors, as the case may be, of the
corporation resulting from such Business
Combination (including, without limitation,
a corporation which as a result of such
transaction owns the Company or all or
substantially all of the Company's assets
either directly or through one or more
subsidiaries) in substantially the same
proportions as their ownership, immediately
prior to such Business Combination of the
Outstanding Company Common Stock and
Outstanding Company Voting Securities, as
the case may be, and
1.3.3.2 no Person (excluding any corporation
resulting from such Business Combination or
any employee benefit plan (or related trust)
of the Company or such corporation resulting
from such Business Combination) beneficially
owns directly or indirectly, 25% or more of,
respectively, the then outstanding shares of
common stock of the corporation resulting
from such Business Combination or the
combined voting power of the then
outstanding voting securities of such
corporation except to the extent that such
ownership existed prior to the Business
Combination, and
1.3.3.3 at least a majority of the members of the
board of directors of the corporation
resulting from such Business Combination
were members of the Incumbent Board at the
time of the execution of the initial
agreement, or of the action of the Board,
providing for such Business Combination.
1.4 "Code" means the Internal Revenue Code of 1986, as amended.
1.5 "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.
1.6 "Common Stock" means the authorized but unissued common stock,
par value $5, of the Company.
2
<PAGE> 16
1.7 "Company" means Union Planters Corporation.
1.8 "Date of Exercise" means the date on which the Company
receives notice pursuant to Section 8 of the exercise of an
Option.
1.9 "Date of Grant" means the date on which an Option is granted
or awarded by the action of the Committee.
1.10 "Disability" shall mean a mental or physical disability as
determined by the Committee in accordance with standards and
procedures similar to those under the Company's employee
long-term disability plan, if any. At any time that the
Company does not maintain such a long-term disability plan,
Disability shall mean the inability of an Optionee, as
determined by the Committee, to substantially perform such
Optionee's regular duties and responsibilities due to a
medically determinable physical or mental illness which has
lasted (or can reasonably be expected to last) for a period of
six (6) consecutive months.
1.11 "Employee" means any person determined by the Committee to be
an employee of the Company or any Subsidiary.
1.12 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
1.13 "Fair Market Value" of a share of Common Stock as of any date
means the amount equal to the closing price on such date for a
share of Common Stock on the New York Stock Exchange as
reported in The Wall Street Journal or, in the absence of
reported sales on such date, the closing price on the
immediately preceding date on which sales were reported, 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.
1.14 "Nonstatutory Stock Option" means an Option which is not an
Incentive Stock Option as defined under Section 422 of the
Code.
1.15 "Normal Retirement Age" means retirement at age 60 with at
least 20 years of service (i.e., 20 calendar years of
employment each with 1000 hours or more of service).
1.16 "Officer" means any person who is an officer of the Company or
any Subsidiary.
1.17 "Option" means the right to purchase from the Company a
specified number of shares of Common Stock, which right shall
be designated as a Nonstatutory Stock Option.
3
<PAGE> 17
1.18 "Option Date of Expiration" means the date on which the Option
shall expire, which shall be the earliest of the following
events:
1.18.1 upon termination of the Optionee's employment (at any
time) by reason of involuntary termination other than
a Termination Due to a Reduction in Workforce;
1.18.2 thirty days following (a) a voluntary termination of
the Optionee's employment, (b) a termination of
employment due to retirement at Normal Retirement
Age, or (c) a Termination Due to a Reduction in
Workforce; or
1.18.3 ninety days after termination of the Optionee's
employment by reason of death or disability.
1.19 "Optionee" means an Employee or Officer to whom an Option
has been granted or awarded (as identified in the Agreement).
1.20 "Option Period" means the term of the Option as established
by the Committee and set forth in the Agreement.
1.21 "Option Price" means the price per share at which an Option
may be exercised (as indicated in United States dollar amount
per share of Common Stock in the Agreement).
1.22 "Option Shares" means the shares of Common Stock subject to
the Option set forth in the Agreement.
1.23 "Plan" means the Union Planters Corporation 1998 Stock
Incentive Plan for Officers and Employees, as amended.
1.24 "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.
1.25 "Termination Due to a Reduction in Workforce" shall mean a
termination of the Optionee's employment pursuant to a
corporate downsizing or reengineering program approved by the
executive management of the Company that occurs subsequent to
180 days from the date of grant.
1.26 "Voting Stock" shall mean that class (or classes) of common
stock of the Company entitled to vote in the election of the
Company's directors.
2. PURPOSE. The purpose of the Plan is to provide a means to attract able
persons to remain in or to enter the employ of the Company or a Subsidiary and
to provide a means whereby the officers and employees can acquire and maintain
stock ownership, thereby strengthening their concern for the long-term welfare
of the Company.
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3. ADMINISTRATION. The Plan shall be administered by the Committee, which shall
be appointed by the Board and consist of two or more members of the Board. It is
intended that the directors appointed to serve on the Committee shall be
"non-employee directors" (within the meaning of Rule 16b-3 promulgated under the
Exchange Act) and "outside directors" (within the meaning of Code Section 162(m)
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 Option granted by the Committee which Option is otherwise validly
granted 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:
3.1 subject to the provisions of Sections 4, 6, 7, and 8, to
determine in its sole discretion the Employees and Officers to
whom Options shall be granted or awarded under the Plan, the
number of shares which shall be subject to each Option, the
terms upon which, the times at which, and the periods within
which such Options may be acquired and exercised;
3.2 to grant Options to Employees and Officers selected by the
Committee in its sole discretion;
3.3 to determine all other terms and provisions of each Agreement,
which need not be identical;
3.4 to construe and interpret the Agreements and the Plan;
3.5 to require, whether or not provided for in the pertinent
Agreement, of any person acquiring or exercising an Option, 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
3.6 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 Officers (except executive
officers as designated for proxy statement purposes) and full time or part time
Employees in good standing on the date of grant.
5. STOCK SUBJECT TO THE PLAN. There is hereby reserved for issuance upon the
exercise of Options granted under the Plan an aggregate of 5,000,000 shares of
Common Stock. If an Option granted under the Plan expires or terminates for any
reason without having been fully exercised, the unpurchased shares of Common
Stock which had been subject to such Option at the time of
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its expiration or termination shall become available for awards by the Committee
of other Options 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
available for grant.
6. GRANT OF OPTION. Pursuant to and subject to the terms of this Plan, the
Company hereby grants to the Optionee, the Option to purchase from the Company
that number of shares identified as the Option Shares in the Agreement,
exercisable at the Option Price as provided in the Agreement.
7. OPTION TERMS. Each Option grant shall be evidenced by an Agreement, which
shall indicate the Option Price and number of Options subject to the grant and
the applicable vesting schedule.
7.1 TYPE OF OPTION. Each Option grant is intended to be a
Nonstatutory Stock Option.
7.2 OPTION PRICE. The Option Price shall be determined by the
Committee and stated in the Agreement. 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.
7.3 OPTION PERIOD. Except as provided in Sections 7.4 and 11, the
option expiration and vesting periods shall be determined by
the Committee and specifically set forth in the Agreement;
provided, however, that an Option shall not be exercisable
after ten years from the Date of Grant.
7.4 VESTING IN CERTAIN EVENTS. Notwithstanding any other provision
herein to the contrary, in the event of a Change in Control of
the Company all Options granted under the Plan shall be fully
vested. In the event of death, disability, or Normal
Retirement of an Optionee; or the Termination Due a Reduction
in Workforce, all Options granted to such Optionee shall be
fully vested.
8. EXERCISE OF OPTIONS. An Option shall be exercised by the delivery to the
Company of a written notice of the exercise, in such form as the Committee may
prescribe, accompanied by full payment of the Option Price with respect to the
shares for which the Option is exercised. At the time of exercise, all vested
Options must be exercised. A partial exercise of vested Options will not be
allowed. The Company will make every effort to complete the exercise in a timely
manner; however, the Company will be allowed five business days to initiate the
transaction and ten business days to complete the transaction. This period will
begin on the date of receipt of written notice by the Company's designated
option administrators. Until the Committee notifies the Optionee to the
contrary, the form attached to the Agreement as Exhibit A shall be used to
exercise the Option.
9. PAYMENT OF THE OPTION PRICE. The Optionee, upon exercise of the Option, shall
pay the Option Price in United States Dollars.
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10. NONTRANSFERABILITY. The Option shall only be assignable or transferable by
the Optionee with written consent of the Committee. In the event of the
assignment or transfer of the Option, the assignee or transferee shall be
subject to the terms and conditions of the Option as evidenced by this Plan
which would otherwise apply to the Optionee. The Option shall not be assignable
or transferable by such assignee or transferee other than by will or by the laws
of descent and distribution, and is exercisable during such individual's
lifetime only by such individual.
11. DEATH OF OPTIONEE. Upon the death of an Optionee, any Option held by the
Optionee 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 ninety days
following date of death and within the remaining term of the Option. The
provisions of this Section shall apply notwithstanding the fact that the
Optionee's employment may have terminated prior to death.
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 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 at Fair Market Value as of the date of
exercise.
13. CAPITAL ADJUSTMENTS. The number of unexercised Option Shares and the Option
Price shall be subject to an equitable adjustment, as determined by the
Committee, to reflect any stock dividend, stock split, or share combination, and
shall be subject to such adjustment as the Committee may deem appropriate to
reflect any exchange of shares, recapitalization, merger, consolidation,
separation, reorganization, liquidation, or the like, of or by the Company. Any
adjustment determined to be appropriate by the Committee pursuant to this
Section 13 shall be conclusive and shall be binding upon the Optionee.
14. TERMINATION OR AMENDMENT. The Board shall have the power to terminate the
Plan and to amend it in any respect. Unless required by applicable law or
governmental regulations, no termination or amendment of the Plan shall
adversely affect the rights or obligations of any Optionee without his consent.
15. RIGHTS AS STOCKHOLDER. The Optionee shall have no rights as a stockholder
with respect to any shares of Common Stock subject to the Option until and
unless a certificate or certificates representing such shares are issued to the
Optionee pursuant to the Agreement. Except as provided under Section 13, no
adjustment shall be made for dividends or other rights for which the record date
is prior to the issuance of such certificate or certificates.
16. SUBJECT TO PLAN. Any Option granted under the Plan and the exercise thereof
shall be subject to the terms and conditions of the Plan. In addition, any such
Option shall be subject to any rules and regulations promulgated by the
Committee.
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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 may be granted after termination. The termination of the
Plan shall not terminate or otherwise affect the validity of any Option
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 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.
19.1 The establishment of the Plan shall not confer upon any
Employee or Officer any legal or equitable right against the
Company or the Committee except as expressly provided in the
Plan.
19.2 The Plan does not constitute inducement or consideration for
the employment of any Employee or Officer, nor is it a
contract between the Company and any Employee or Officer.
Participation in the Plan shall not give any Employee or
Officer any right to be retained in the employ of the Company.
The Company retains the right to hire and discharge any
Employee or Officer at any time, with or without cause, as if
the Plan had never been adopted.
19.3 The interests of any Employee or Officer under the Plan are
not subject to the claims of creditors and may not in any way
be assigned, alienated, or encumbered.
19.4 The Plan shall be governed, construed, and administered in
accordance with the laws of the state of Tennessee.
19.5 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.
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ORIGINAL PLAN APPROVAL: Approved by Salary and Benefits Committee on October 14,
1998; ratified by Board of Directors on October 15, 1998
AMENDED PLAN APPROVAL: Approved by Board of Directors on October 21, 1999, and
by the Salary and Benefits Committee on October 26, 1999
