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Executive Severance Agreement For Certain Executiv

This is an actual contract by Amsouth Bancorporation.

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Sectors: Banking
Effective Date: January 01, 1995
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AmSouth Bancorporation

CONTENTS - --------------------------------------------------------------------------------


Article 1. Definitions 2

Article 2. Severance Benefits 7

Article 3. Form and Timing of Severance Benefits 10

Article 4. Excise Tax Gross-Up 10

Article 5. The Company's Payment Obligations 12

Article 6. Term of Agreement 13

Article 7. Legal Remedies 13

Article 8. Successors 13

Article 9. Miscellaneous 14


THIS AGREEMENT is made and entered into as of this ___ day of _____, ____, by and between AmSouth Bancorporation, a Delaware corporation (hereinafter referred to as the "Company") and _______ (hereinafter referred to as the "Executive").

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company has approved the Company entering into severance agreements with certain key executives of the Company and its subsidiaries;

WHEREAS, the Executive is a key executive of the Company or of its subsidiary;

WHEREAS, should the possibility of a Change in Control of the Company arise, the Board believes it imperative that the Company and the Board should be able to rely upon the Executive to continue in his position, and that the Company should be able to receive and rely upon the Executive's advice, if requested, as to the best interests of the Company and its shareholders without concern that the Executive might be distracted by the personal uncertainties and risks created by the possibility of a Change in Control; and

WHEREAS, should the possibility of a Change in Control arise, in addition to his regular duties, the Executive may be called upon to assist in the assessment of such possible Change in Control, advise management and the Board as to whether such Change in Control would be in the best interests of the Company and its shareholders, and to take such other actions as the Board might determine to be appropriate.


NOW THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat, or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive agree as follows:


Whenever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

(a) "Agreement" means this Executive Severance Agreement.

(b) "Base Salary" means the salary of record paid to the Executive as
annual salary, excluding amounts received under incentive or other
bonus plans, whether or not deferred.

(c) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange

(d) "Beneficiary" means the persons or entities designated or deemed
designated by the Executive pursuant to Section 9.2 herein.

(e) "Board" means the Board of Directors of the Company.

(f) "Cause" shall be determined by the Committee, in exercise of good
faith and reasonable judgment, and shall mean the occurrence of any
one or more of the following:

(i) The willful and continued failure by the Executive to
substantially perform his duties (other than any such failure
resulting from the Executive's Disability), after a written
demand for substantial performance is delivered by the
Committee to the Executive that specifically identifies the
manner in which the Committee believes that the Executive has
not substantially performed his duties, and the Executive has
failed to remedy the situation within thirty (30) calendar
days of receiving such notice; or

(ii) The Executive's conviction for committing an act of fraud,
embezzlement, theft, or other act constituting a felony; or


(iii) The willful engaging by the Executive in gross misconduct
materially and demonstrably injurious to the Company, as
determined by the Committee. However, no act or failure to
act, on the Executive's part shall be considered "willful"
unless done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that his action or
omission was in the best interest of the Company.

(g) "Change in Control" of the Company shall be deemed to have occurred
as of the first day that any one or more of the following
conditions shall have been satisfied:

(i) Any Person (other than those Persons in control of the
Company as of the Effective Date, or other than a trustee or
other fiduciary holding securities under an employee benefit
plan of the Company, or a corporation owned directly or
indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of
stock of the Company), who becomes the Beneficial Owner,
directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the combined
voting power of the Company's then outstanding securities; or

(ii) During any period of two (2) consecutive years (not including
any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute
the Board (and any new Director, whose election by the
Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the Directors then still in office who
either were Directors at the beginning of the period or whose
election or nomination for election was so approved), cease
for any reason to constitute at least sixty percent (60%)
thereof; or

(iii) The stockholders of the Company approve: (A) a plan of
complete liquidation of the Company; or (B) an agreement for
the sale or disposition of all or substantially all the
Company's assets; or (C) a merger, consolidation, or
reorganization of the Company with or involving any other
corporation, other than a merger, consolidation, or
reorganization that would result in the voting securities of
the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), at
least sixty percent (60%) of the combined voting power of the
voting securities of the Company (or such surviving entity)
outstanding immediately after such merger, consolidation, or


However, in no event shall a Change in Control be deemed to have
occurred, with respect to the Executive, if the Executive is part
of a purchasing group which consummates the Change-in-Control
transaction. The Executive shall be deemed "part of a purchasing
group" for purposes of the preceding sentence if the Executive is
an equity participant in the purchasing company or group (except
for: (i) passive ownership of less than three percent (3%) of the
stock of the purchasing company; or (ii) ownership of equity
participation in the purchasing company or group which is otherwise
not significant, as determined prior to the Change in Control by a
majority of the nonemployee Directors who were Directors prior to
the transaction, and who continue as Directors following the

(h) "Code" means the United States Internal Revenue Code of 1986, as

(i) "Committee" means the Executive Compensation and Benefits Committee
of the Board, or any other committee appointed by the Board to
perform the functions of the Executive Compensation and Benefits

(j) "Company" means AmSouth Bancorporation, a Delaware corporation
(including any and all subsidiaries), or any successor thereto as
provided in Article 8 herein.

(k) "Disability" means permanent and total disability, within the
meaning of Code Section 22(e)(3), as determined by the Committee in
the exercise of good faith and reasonable judgment, upon receipt of
and in reliance on sufficient competent medical advice from one or
more individuals, selected by the Committee, who are qualified to
give professional medical advice.

(l) "Effective Date" is _______.

(m) "Effective Date of Termination" means the date on which a
Qualifying Termination occurs which triggers the payment of
Severance Benefits hereunder.

(n) "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.

(o) "Executive" means _______.


(p) "Good Reason" means, without the Executive's express written
consent, the occurrence after a Change in Control of the Company of
any one or more of the following:

(i) The assignment of the Executive to duties materially
inconsistent with the Executive's authorities, duties,
responsibilities, and status (including titles and reporting
requirements) as an officer of the Company, or a material
reduction or alteration in the nature or status of the
Executive's authorities, duties, or responsibilities from
those in effect as of ninety (90) days prior to the Change in
Control, other than an insubstantial and inadvertent act that
is remedied by the Company promptly after receipt of notice
thereof given by the Executive;

(ii) The Company's requiring the Executive to be based at a
location in excess of thirty-five (35) miles from the
location of the Executive's principal job location or office
immediately prior to the Change in Control; except for
required travel on the Company's business to an extent
substantially consistent with the Executive's present
business obligations;

(iii) A reduction by the Company of the Executive's Base Salary as
in effect on the Effective Date, or as the same shall be
increased from time to time;

(iv) An intentional, material reduction by the Company of the
Executive's aggregate incentive opportunities under the
Company's short- and long-term incentive programs, as such
opportunities exist on the Effective Date, or as such
opportunities may be increased after the Effective Date. For
this purpose, a reduction in the Executive's incentive
opportunities shall be deemed to have occurred in the event
his annualized base bonus and targeted long-term incentive
award opportunities and/or the degree of probability of
attainment of such annualized award opportunities, are
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