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EXECUTIVE COMPENSATION |
|
Summary
Compensation Table
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| (1) | Mr. Blanchard received no cash compensation from TSYS during 1999, other than director fees. |
| (2) | Amount consists of base salary and director fees for Messrs. Ussery and Tomlinson. |
| (3) | Bonus amount for 1999 includes a special recognition award of $1,000 for Messrs. Pruett, Woods and Lipham. |
| (4) | Perquisites and other personal benefits are excluded because the aggregate amount does not exceed the lesser of $50,000 or 10% of annual salary and bonus for the named executives. |
| (5) | Amount consists of market value of award on date of grant. As of December 31, 1999, Messrs. Ussery, Tomlinson, Pruett, Woods and Lipham held 19,006, 13,542, 5,104, 3,154 and 2,661 restricted shares, respectively, with a value of $377,744, $267,359, $101,447, $62,686 and $52,887, respectively. |
| (6) | The 1999 amount consists of contributions or other allocations to defined contribution plans of $30,448 for each executive; allocations pursuant to defined contribution excess benefit agreements of $107,757, $85,445, $41,171, $36,442 and $25,643 for each of Messrs. Ussery, Tomlinson, Pruett, Woods and Lipham, respectively; premiums paid for group term life insurance coverage of $542, $510, $491, $491 and $413 for each of Messrs. Ussery, Tomlinson, Pruett, Woods and Lipham, respectively; and the economic benefit of life insurance coverage related to split-dollar life insurance policies of $147 and $158 for Messrs. Ussery and Tomlinson, respectively. |
Stock
Option Exercises and Grants
The following tables provide certain information
regarding stock options granted and exercised in the last fiscal year
and the number and value of unexercised options at the end of the fiscal
year.
| (1) | The dollar gains under these columns result from calculations using the identified growth rates and are not intended to forecast future price appreciation of Synovus common stock. | |
| (2) | Options to purchase Synovus common stock granted on February 9, 1999 at fair market value. Options become exercisable on February 9, 2001 and are transferable to family members. | |
| (3) | Options to purchase Synovus common stock granted on July 20, 1999 at fair market value. Options become exercisable upon the earlier of: (a) July 20, 2002; or (b) the date the per share fair market value of Synovus common stock equals or exceeds $38.38. | |
| (1) | Market value of underlying securities at exercise or year-end, minus the exercise or base price. | |
| (2) | Options pertain to shares of Synovus common stock. | |
| (3) | Options pertain to shares of TSYS common stock. | |
Change
in Control Arrangements
Long-Term
Incentive Plans.
Under the terms of the TSYS 2000 Long-Term Incentive Plan and Synovus’
1992, 1994 and 2000 Long-Term Incentive Plans, all awards become automatically
vested in the event of a change of control. Awards under the Plans
may include stock options, restricted stock, stock appreciation and
performance awards. Messrs. Ussery, Tomlinson, Pruett, Lipham and
Woods each have restricted stock and stock options under the Synovus/TSYS
Long-Term Incentive Plans.
Change of Control Agreements. TSYS
has entered into Change of Control Agreements with Messrs. Ussery,
Tomlinson, Pruett, Lipham and Woods, and certain other officers. In
the event of a Change of Control, as defined below, an executive would
receive the following:
• For Messrs. Ussery and Tomlinson, three times their current base salary and bonus (bonus is defined as the average bonus over the past three years measured as a percentage multiplied by the executive’s current base salary). Messrs. Pruett, Lipham and Woods would receive two times their base salary and bonus, as defined above.
• Three years of medical, life, disability and other welfare benefits (two years for Messrs. Pruett, Lipham and Woods)
• A pro rata bonus through the date of termination for the separation year.
• A cash amount in lieu of a long-term incentive award for the year of separation equal to 1.5 times the normal market grant, if the executive received a long-term incentive award in the year of separation, or 2.5 times the market grant if not.
In order to receive these benefits, an executive
must be actually or constructively terminated within one year following
a Change of Control or the executive may voluntarily or involuntarily
terminate employment during the thirteenth month following a Change of
Control.
With respect to Synovus, a Change of Control
under these agreements is defined as (1) the acquisition of 20% or more
of the “beneficial ownership” of Synovus’ outstanding voting stock, with
certain exceptions for Turner family members, (2) the persons serving
as directors of Synovus as of January 1, 1996, and their replacements
or additions, ceasing to comprise at least two-thirds of the Board members,
(3) a merger, consolidation, reorganization or sale of Synovus’ assets
unless the prior owners of Synovus own more than two-thirds of the new
company, no person owns more than 20% of the new company, and two-thirds
of the company’s new Board members are prior Board members of Synovus,
or (4) a triggering event occurs as defined in the Synovus Rights Agreement.
With respect to TSYS, a Change of Control is generally defined the same
as a Change of Control of Synovus, except that (1) a spin-off of TSYS
stock to Synovus shareholders, and (2) any transaction in which Synovus
continues to own more than 50% of the outstanding stock of TSYS are specifically
excluded from the Change of Control definition. In the event an executive
is impacted by the Internal Revenue Service excise tax that applies to
certain Change of Control arrangements, the executive would receive additional
payments so that he or she would be in the same position as if the excise
tax did not apply. The Change of Control Agreements do not provide for
any retirement benefits or perquisites.
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Revised: March 10, 2000
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