This excerpt taken from the TSFG 8-K filed Aug 20, 2007.
Board shall mean the Board of Directors of the Company.
Bonus shall mean a cash award payable to a Participant pursuant to the terms of the Plan, including an Incentive Award.
Code shall mean the Internal Revenue Code of 1986, as amended.
Committee shall mean the Compensation Committee of the Board.
Company shall mean The South Financial Group, a South Carolina corporation, and its subsidiaries.
Covered Employees shall mean Participants designated by the Committee who are or are expected to be covered employees within the meaning of Section 162(m)(3) of the Code for the Measurement Period in which a Bonus hereunder is payable and for whom the Committee intends that amounts payable hereunder constitute Excluded Income.
Disinterested Person shall mean a member of the Board who qualifies as an outside director for purposes of Section 162(m) of the Code.
Incentive Award shall have the meaning set forth in Article IX hereof.
Individual Agreement shall mean an employment, consulting or similar agreement between a Participant and the Company or one of its Subsidiaries or Affiliates.
Measurement Period shall have the meaning set forth in Article IX hereof.
Participant shall have the meaning set forth in Article IV hereof.
Payment Date shall mean the date following the conclusion of a particular Measurement Period on which the Committee certifies that applicable Performance Goals have been satisfied and authorizes payment of corresponding Bonuses. Notwithstanding any other provision of this Plan, the Payment Date shall be no later than March 15 following the last day of the Measurement Period on which the Bonus is based.
Performance Goals shall have the meaning set forth in Article IX hereof.
Target Bonus shall mean the amount determined by multiplying a Participants base salary as of the last day of the applicable Measurement Period by a percentage designated by the Committee in its sole discretion at the time the award is granted, which percentage need not be the same for each Participant. Notwithstanding the foregoing, in the case of a Participant who is a Covered Employee, such Target Bonus shall be determined based upon the Participants base salary as of the day immediately preceding the commencement of the applicable Measurement Period. The maximum Bonus payable to a Participant for any Measurement Period shall be 250 percent of such Participants annual base salary (as determined above) appropriately adjusted to reflect the length of such Measurement Period.
This excerpt taken from the TSFG 8-K filed Mar 26, 2007.
Whenever used in this Agreement, the following words and phrases shall have the meanings specified:
1.1 "Affiliated Company" means any company controlled by, controlling or under common control with the Company.
1.2 "Benefit Basis" means the average of the highest three fiscal years of annual Compensation earned by the Executive during the ten fiscal years of the Executive's employment prior to the Termination of Employment, or for such lesser number of fiscal years that the Executive was employed by the Company prior to the Termination of Employment, including the year in which Termination of Employment occurs.
1.3 "Board" means the Board of Directors of The South Financial Group, Inc.
1.4 "Cause" means (i) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or any Affiliated Company (other than any such failure resulting from incapacity due to physical or mental illness or following the Executive's Involuntary Termination), after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer that specifically identifies the manner in which the Chief Executive Officer of the Company believes that the Executive has not substantially performed the Executive's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct, in each case, that is materially and demonstrably injurious to the Company. For purposes of this definition, no act, or failure to act, on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, or upon instructions of the Chief Executive Officer or senior officer, or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in clause (i) or (ii) of this definition, and specifying the particulars thereof in detail.
1.5 "Change in Control" means:
(i) when any Person or Persons acting as a "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the "Exchange Act" and within the meaning of Code Section 409A and applicable regulations thereunder) acquires directly or indirectly, securities of the Company representing an aggregate of more than 50% of the combined voting power of the Company's then outstanding voting securities other than an acquisition by:
(A) any employee plan established by the Company;
(B) the Company or any of its affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act);
(C) an underwriter temporarily holding securities pursuant to an offering of such securities;
(D) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company; or
(E) except as provided in clause (iii) below, merger or consolidation of the Company with any other corporation which is duly approved by the stockholders of the Company; or
(ii) when a majority of the board of directors of the Company is replaced during any 12-month period and such new appointments are not approved by a majority of the members of the current board prior to the date of appointment or election; or
(iii) The stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than (A) a merger or consolidation 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 or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of any Company, at least a majority of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner (as defined in clause (i) above), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company) representing a majority of the combined voting power of the Company's then outstanding voting securities; or (C) a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.
1.6 "Code" means the Internal Revenue Code of 1986, as amended.
1.7 "Company" means Carolina First Bank and where the context permits, shall include the Company, its parent corporation and any and all of its subsidiaries; provided, however, for purposes of application of the "Change in Control" definition and related provisions, Company shall mean and be limited to TSFG.
1.8 "Compensation" means the Executive's annual base salary and annual bonus under the Company's Management Incentive Compensation Plan, or any comparable bonus under any predecessor or successor plan, including any bonus or portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the Executive was employed for less than 12 full months) for the relevant fiscal year. If the Termination of Employment occurs prior to the end of the fiscal year, the bonus amount for such fiscal year shall be equal to the highest of the bonuses earned by the Executive in the prior three fiscal years (or for such lesser number of fiscal years prior to the Termination of Employment for which the Executive was eligible to earn such a bonus, and annualized in the case of any bonus earned for a partial fiscal year).
1.9 "Disability" means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months which results in, (i) the Executive being unable to engage in any substantial gainful activity or (ii) the Executive receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company. In addition, the Executive will be deemed disabled if determined to be totally disabled by the Social Security Administration, or if determined to be disabled in accordance with a disability insurance program provided the definition of disability applied under such disability insurance program complies with the requirements of the preceding sentence.
1.10 "Early Retirement Age" means the date that the Executive has attained age 55 and completed seven Years of Service.
1.11 "Early Retirement Date" means the date that is the later of the Early Retirement Age or the Termination of Employment, but is before the Normal Retirement Date.
1.12 "Early Termination" means the Termination of Employment before Early Retirement Age for reasons other than (i) death, (ii) Disability, (iii) by the Company for Cause, (iv) by the Company without Cause during the two year period following a Change in Control, or (v) Involuntary Termination.
1.13 "Early Termination Date" means the month, day and year in which Early Termination occurs.
1.14 "Effective Date" means March 16, 2007.
1.15 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
1.16 "Involuntary Termination" means a Termination of Employment by the Executive following a Change in Control which, in the sole judgment of the Executive, is due to (i) a change of the Executive's responsibilities, position (including the Executive's office, title, reporting relationships or working conditions), authority or duties (including changes resulting from the assignment to the Executive of any duties inconsistent with his positions, duties or responsibilities as in effect immediately prior to the Change in Control); or (ii) a reduction in the Executive's annual base salary or annual bonus opportunity under the Company's Management Incentive Compensation Plan, or any comparable bonus under any predecessor or successor plan, including any bonus or portion thereof that has been earned but deferred, or benefits; or (iii) a forced relocation of the Executive outside the Greenville, South Carolina metropolitan area; or (iv) a significant increase in the Executive' travel requirements (collectively "Status Changes"); provided, however, Executive must elect to terminate Executive's employment within two (2) years of the Status Change on which Executive bases Executive's employment termination.
1.17 "Normal Retirement Age" means Executive's 65th birthday.
1.18 "Normal Retirement Date" means the later of the Normal Retirement Age or Termination of Employment.
1.19 "Person" means any individual, corporation, bank, partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity.
1.20 "Rate" means the Moody's Aa corporate bond rate as reported by the Society of Actuaries as of the Effective Date and updated on each December 31st thereafter.
1.21 "Termination of Employment" means the termination of the Executive's employment with the Company and all of its subsidiaries or affiliates that are considered a single employer within the meaning of Code Sections 414(b) and 414(c). If the Executive is employed by such a subsidiary or affiliate, the Executive will be deemed to incur a Termination of Employment if the subsidiary or affiliate ceases to be such a subsidiary or an affiliate, as the case may be, and the Executive does not immediately thereafter become an employee of the Company or another such subsidiary or affiliate. Temporary absences from employment while the Executive is on military leave, sick leave, or other bona fide leave of absence will not be considered a Termination of Employment if the period of such leave does not exceed six months, or if longer, so long as the Executive's right to reemployment with the Company is provided either by statute or by contract. However, if the period of leave exceeds six months and the Executive's right to reemployment is not provided either by statute or by contract, a Termination of Employment is deemed to occur on the first day immediately following such six-month period.
1.22 "Vesting Percentage" is the percentage of the accrual balance in which the Executive is vested as determined in accordance with Schedule A.
1.23 "Vesting Start Date" shall be March 16, 2007.
1.24 "Year of Service" means a twelve-month continuous period of employment or a portion of such period, including periods of authorized vacation, authorized leave of absence and short-term disability leave, with the Company or any of its affiliates or their predecessors or successors rounded up to the nearest whole number commencing on the Vesting Start Date.