FIRST HORIZON CORP (Form: 8-K, Received: 08/03/2023 17:17:28)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 8-K

_____________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

August 3, 2023

Date of Report (date of earliest event reported)

(Exact name of registrant as specified in its charter)


TN	001-15185		62-0803242
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)

165 Madison Avenue	Memphis,	Tennessee	38103
(Address of Principal Executive Offices)			(Zip Code)

(Registrant's telephone number, including area code) (901) 523-4444

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Exchange on which Registered
$0.625 Par Value Common Capital Stock	FHN	New York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in	FHN PR B	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series B
Depositary Shares, each representing a 1/400th interest in	FHN PR C	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series C
Depositary Shares, each representing a 1/400th interest in	FHN PR D	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series D
Depositary Shares, each representing a 1/4,000th interest in	FHN PR E	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series E
Depositary Shares, each representing a 1/4,000th interest in	FHN PR F	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series F

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Entry into Employment Agreement with D. Bryan Jordan

On August 3, 2023, First Horizon Corporation (“FHN”) entered into an Employment Agreement with D. Bryan Jordan, FHN’s President, Chief Executive Officer, and Chairman of the Board. Key terms of the Employment Agreement are:

a.Mr. Jordan will continue to be employed as President and Chief Executive Officer of FHN for a five-year term expiring August 3, 2028. Mr. Jordan’s employment will terminate when that term expires unless the parties mutually agree later to extend the term. FHN’s mandatory retirement policy is waived during the Employment Agreement's term.

b.Mr. Jordan’s current annual base salary is raised approximately 6% to $1,125,000, effective immediately. Salary may be raised in the future by the Compensation Committee of FHN’s Board of Directors, but may not be lowered during the term of the Employment Agreement.

c.Mr. Jordan’s annual cash incentive (“bonus”) target amount during the term of the Employment Agreement is fixed at 150% of salary. That level is consistent with recent past practice of the Compensation Committee.

d.The target amount of Mr. Jordan’s annual long-term awards during the term of the Employment Agreement will increase from 400% to 450% of salary, starting with the 2024 grant cycle.

e.Mr. Jordan will receive a special equity award consisting of $3 million of performance stock units (“PSUs”) and $2 million of restricted (non-performance) stock units (“RSUs”). The PSU and RSU special equity awards have five year service vesting requirements, structured so that all service requirements are fulfilled on the last day of the Employment Agreement’s five-year term.

f.The performance measure for the PSUs will be FHN’s adjusted ROTCE (return on tangible common equity) averaged over the five-year period July 1, 2023 through June 30, 2028, ranked against average ROTCE reported by the banks in the KBW regional bank index (ticker KRX) over that same period, similar to FHN’s recent PSU practices. ROTCE performance above the threshold/minimum level will range from 50% to 150% of target. The ROTCE performance outcome will be adjusted by FHN’s TSR (total shareholder return) performance over five years ranked against the KRX banks, also similar to recent PSU practices. TSR performance will range from 75% to 125%. The fully-adjusted non-zero outcomes range from 187.5% (150% x 125%) down to 37.5% (50% x 75%).

g.Mr. Jordan has agreed to terminate his 2007 change in control severance agreement. He will participate in FHN’s Executive Change in Control Severance Plan at a benefit multiple of 3. That Plan benefit multiple is similar to the benefit level under his 2007 agreement. However, under his 2007 agreement, Mr. Jordan was entitled to a tax gross-up benefit if he had been subjected to a certain federal excise tax following a change in control event. Under the Plan, Mr. Jordan will not be entitled to a tax gross-up benefit.

h.After the Employment Agreement term ends, Mr. Jordan’s then-outstanding long-term awards, other than the special equity award mentioned above, generally will be treated as follows: all his outstanding long-term non-performance awards will accelerate, and all remaining service requirements of his outstanding long-term performance awards will be waived.

i.Under the Employment Agreement, FHN’s Board of Directors retains the right to discharge Mr. Jordan without Cause (as defined in the Agreement) before the end of the term. However, if that were to happen, Mr. Jordan would be entitled to: (i) be paid cash severance equal to two times his annual salary and bonus target at that time; (ii) have all his outstanding long-term non-performance awards accelerate (including the special equity RSUs mentioned above); (iii) have waived the service requirements of all his regular outstanding performance awards (other than the special equity PSUs mentioned above), without impacting or accelerating performance determinations that will continue to be made in the normal course; and (iv) have his special equity PSUs reduced in proportion to the part of the service vesting period that


			2			FORM 8-K CURRENT REPORT 8/3/2023

Mr. Jordan will not be employed, and have the remaining special equity PSUs accelerated and paid based on actual performance through the most recently completed calendar quarter. If Mr. Jordan resigns for Good Reason (as defined) during the term of the Employment Agreement, he likewise would be entitled to the benefits outlined above.

j.Mr. Jordan has agreed to a non-solicitation covenant in his Employment Agreement, applicable to FHN clients and to FHN associates, which applies during the term of the Agreement and for two years after his employment with FHN terminates. Mr. Jordan also has agreed to confidentiality, non-disparagement, and cooperation covenants.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. Similarly, the foregoing descriptions of the PSU and RSU special equity awards do not purport to be complete and are qualified in their entirety by reference to the forms of the applicable grant notices, which are attached hereto as Exhibits 10.2 and 10.3 and are incorporated by reference herein.

ITEM 9.01. Financial Statements and Exhibits

In many agreements filed as exhibits, each party makes representations and warranties to other parties. Those representations and warranties are made only to and for the benefit of those other parties in the context of a business contract. Exceptions to such representations and warranties may be partially or fully waived by such parties, or not enforced by such parties, in their discretion. No such representation or warranty may be relied upon by any other person for any purpose.

The following exhibits are filed herewith:


Exhibit #						Description

10.1						Conformed copy of Employment Agreement dated August 3, 2023 with D. Bryan Jordan
10.2						Form of Grant Notice for CEO Special Equity Performance Stock Units [2023]
10.3						Form of Grant Notice for CEO Special Equity Restricted Stock Units [2023]
104						Cover Page Interactive Data File, formatted in Inline XBRL


			3			FORM 8-K CURRENT REPORT 8/3/2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST HORIZON CORPORATION

(Registrant)

August 3, 2023

By:

/s/ Clyde A. Billings, Jr.

Clyde A. Billings, Jr.

Senior Vice President, Assistant General Counsel and Corporate Secretary


			4			FORM 8-K CURRENT REPORT 8/3/2023

Execution Version

EMPLOYMENT AGREEMENT

Employment Agreement (the “Agreement”), dated August 3, 2023, by and between First Horizon Corporation, a Tennessee corporation (together with its affiliates, the “Company”), and D. Bryan Jordan (“Executive”).

Recitals

WHEREAS, the Company and Executive desire to set forth the terms upon which Executive will continue Executive’s employment with the Company;

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth below, the parties hereby agree as follows:

Agreement

1.Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby accepts to continue such employment, on the terms and conditions hereinafter set forth.

2.Term. The term of Executive’s employment hereunder by the Company will commence on the date hereof (the “Effective Date”) and will automatically expire on the fifth anniversary of the Effective Date (the “Term”) unless Executive and Company mutually agree to extend the Term in accordance with Section 12(a). For the avoidance of doubt, any Company mandatory retirement age is hereby waived and will not be applicable to Executive during the Term.

3.Position and Duties.

(a) Executive Title and Duties. During the Term, Executive will continue to serve as President and Chief Executive Officer of the Company and will report directly and solely to the Board of Directors of the Company (the “Board”). Executive will have the authority, duties and responsibilities normally associated with the position of President and Chief Executive Officer and such authority, duties and responsibilities as may be prescribed by or at direction of the Board, provided that such other authority, duties and responsibilities are consistent with Executive’s position as President and Chief Executive Officer of the Company.

(b) Service on the Board. During the Term, the Company will use all reasonable efforts to cause Executive to be nominated for re-election to the Board each time Executive’s term as a director expires, and Executive will serve as Chairman of the Board (subject to Executive’s continued service as a member of the Board). Executive agrees to serve on the Board, as well as a member of any Board committee to which Executive may be appointed.

(c) Other Activities. During the Term, Executive will devote substantially all of Executive’s business time, attention and energies to the performance of his duties for the Company. Without the consent of the Board, during the Term, Executive will not serve on the board of directors, trustees or any similar governing body of any for-profit entity (with the exception of any entity which has been disclosed to the Company on a list provided to the Company by Executive coincident with the execution of this Agreement). Notwithstanding the above, Executive will be permitted, to the extent such activities do not interfere with the performance by Executive of his duties and responsibilities hereunder or violate Section 8(a),

(b), (c) or (d) of this Agreement, to (i) manage Executive’s (and his immediate family’s) personal, financial and legal affairs, and (ii) serve, with the prior approval of the Board, on civic or charitable boards or committees (it being expressly understood and agreed that Executive’s continuing to serve on the boards and/or committees on which Executive is serving, or with which Executive is otherwise associated, as of the Effective Date (each of which has been previously disclosed to the Company, will be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement).

4.Compensation and Related Matters.

(a) Base Salary. During the Term, the Company will pay Executive a base salary at the rate of not less than $1,125,000 per year (“Base Salary”). Executive’s Base Salary will be paid in approximately equal installments in accordance with the Company’s customary payroll practices. If Executive’s Base Salary is increased by the Company, such increased Base Salary will then constitute the Base Salary for all purposes of this Agreement.

(b) Annual Cash Incentive. During the Term, Executive will be eligible to participate in any annual cash incentive program generally made available to senior executives of the Company, with a target, for 2023 and subsequent years, of 150% of Executive’s Base Salary (“Annual Cash Incentive”), payable in cash. The actual amount of any Annual Cash Incentive paid to Executive can fluctuate based on individual performance and corporate results. The decision of whether or not to pay an Annual Cash Incentive, and the amount of the Annual Cash Incentive, if any, will be made by the Compensation Committee of the Board (the “Compensation Committee”) in its discretion, and this Agreement does not guarantee any minimum Annual Cash Incentive. Except as otherwise provided herein, in order to receive an Annual Cash Incentive, Executive must be employed by the Company at the time such bonuses are paid.

(c) Annual Long-Term Incentive Awards. During the Term, Executive will be eligible to participate in any long-term incentive compensation plan generally made available to senior executives of the Company, with a target, commencing with the 2024 award cycle and subsequent years, of 450% of Executive’s Base Salary. The decision of whether or not to grant any long-term incentive awards, and the amount, form, terms and conditions thereof, will be made by the Compensation Committee in its discretion, and this Agreement does not guarantee any minimum long-term incentive award grants (other than as set forth in Section 4(d)). Any such awards will be subject to actual grant to Executive by the Compensation Committee pursuant to the applicable plan documents and, subject to the terms of this Agreement, will be subject to terms and conditions established by the Compensation Committee that will be detailed in separate long-term incentive award agreements after any such award is actually made.

(d) Special Equity Award. On or as soon as reasonably practicable following the Effective Date, the Company will grant Executive a special equity award with an aggregate value of $5,000,000 (the “Special Equity Award”), comprised 40% in the form of restricted stock units (“RSUs”) and 60% in the form of performance stock units (“PSUs”). The Special Equity Award will vest, subject to satisfaction of the applicable performance conditions in the case of the PSUs, on the fifth anniversary of the Effective Date, subject to Executive’s continued employment through the relevant vesting date; provided, that upon an earlier termination of the Executive’s employment by the Company without Cause (as defined below) or by the Executive with Good Reason (as defined below) and subject to Executive’s execution of the Release (as

-2-

defined below), (i) the PSUs will vest pro-rata based on actual performance through the Date of Termination (as defined below) and (ii) the RSUs will vest in full as of the Date of Termination and be paid or delivered to the Executive within a reasonable period of time (and no later than the seventy-fifth (75th) day) following the Date of Termination. The performance vesting conditions for the PSUs will be based on the level of achievement of two metrics: the Company’s adjusted return on average tangible common equity over the performance period (commencing on July 1, 2023 and ending on June 30, 2028) and a TSR modifier, in each case ranked against the results of the KBW regional bank index. The Special Equity Award will be subject to the other terms and conditions set forth in the applicable award agreements, which are attached hereto as Exhibit A (in the case of the RSUs) and Exhibit B (in the case of the PSUs). Notwithstanding anything else in this Agreement, the vesting provisions set forth in this paragraph will apply to the Special Equity Award and for the avoidance of doubt, the Special Equity Award will not be eligible for any other accelerated vesting in the event of Executive’s retirement prior to the expiration of the Term.

(e) Benefits. During the Term, Executive will be entitled to participate in such employee retirement, welfare and benefit plans and programs of the Company as are made available to the Company’s senior level executives or to its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, health, medical, dental, long-term disability and life insurance plans. Executive will also be entitled to reasonable use of a private plane for safety and security reasons as may be modified from time to time by the Company.

(f) Expense Reimbursement. The Company will promptly reimburse Executive for all reasonable business expenses upon the presentation of reasonably itemized statements of such expenses in accordance with the Company’s policies and procedures now in force or as such policies and procedures may be modified with respect to all senior executive officers of the Company.

5.Reasons for Termination of Employment. Executive’s employment hereunder may be terminated during the Term under the following circumstances:

(a) Death. Executive’s employment hereunder will terminate upon his death.

(b) Disability. The Company may terminate Executive’s employment hereunder for “Disability”, as defined in the Company’s Executive Change in Control Severance Plan (the “Executive CIC Severance Plan”).

(i) Executive conviction of, or plea of guilty or nolo contendere (or similar plea) to, (A) a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting, or extortion, (B) a felony charge, or (C) an equivalent charge to those in clauses (A) and (B) in jurisdictions which do not use those designations;

(ii) Executive’s engagement in any conduct which constitutes, or which results in, employment or service disqualification, disbarment, or prohibition under applicable law or regulations (including under banking, financial industry, or securities laws or regulations);

-3-

(iii) Executive’s knowing violation of any securities or commodities laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or association of which the Company or any of its Subsidiaries or affiliates is a member;

(iv) Executive’s willful and continued failure to perform his material duties to the Company or its Subsidiaries (other than any such failure resulting from Executive’s incapacity due to disability) after a written demand for substantial performance has been delivered to Executive by the Secretary of the Board which specifically identifies the manner in which the Board believes Executive has not substantially performed his duties;

(v) Executive’s willful and material breach of any contract or agreement with the Company or its Subsidiaries, after a written demand to cure such breach has been delivered to Executive by the Secretary of the Board which specifically identifies the alleged breach and provides Executive with at least ten (10) days to cure;

(vi) Executive’s willful and material violation of any policy of the Company or its Subsidiaries concerning hedging, trading, or confidential or proprietary information, or Executive’s knowing and substantial violation of any other policy of the Company or of any of its Subsidiaries as in effect from time to time;

(vii) Executive’s willful and material unauthorized use, taking, mis-appropriation, conversion, or disclosure of material tangible or intangible property, including information, of the Company, any of its Subsidiaries, or of any Associate, director, customer, or client of the Company or any of its Subsidiaries;

(viii) Executive’s willful and deliberate engagement in any act or deliberate making of any statement which substantially and materially impairs, impugns, denigrates, disparages, or negatively reflects upon the name, reputation, or business interests of the Company or any of its Subsidiaries; or,

(ix) Executive’s willful and deliberate engagement in any misconduct materially detrimental to the Company or its Subsidiaries.

For purposes of this Agreement, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interests of the Company or its Subsidiaries. Any act, or failure to act, based on authority given pursuant to resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interest of the Company and its Subsidiaries. Notwithstanding the foregoing, in the case of clauses (ii) through (ix) of this section, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the Board (excluding Executive if he is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for him to be heard from the Board), finding in the good faith opinion of the Board that Executive has committed the conduct set forth above and specifying the details thereof. The Company must notify Executive of any event constituting Cause within 90 days following the Board’s knowledge (other than Executive) of its existence or such event shall not constitute Cause under this Agreement.

-4-

(d) Good Reason. Executive may terminate his employment for Good Reason. “Good Reason” means any of the following without the written consent of Executive:

(i) A material diminution in Executive’s authority, duties, or responsibilities;

(ii) A reduction by the Company in Executive’s Base Salary, target Annual Cash Incentive or target long-term incentive compensation eligibility;

(iii) The Company’s requiring Executive to be based at an office that is greater than 50 miles from where Executive’s office is currently located;

(iv) Any other material breach of this Agreement by the Company;

provided, however, that: no action or event shall constitute a Good Reason unless (1) Executive has given an objection notice to the Company in accordance with Section 10 not more than 90 days after the action first was taken or the event first occurred setting forth in reasonable detail the facts and circumstances claimed to constitute Good Reason, (2) the Company has not cured the action or event within 30 days of receipt of such notice and (3) Executive resigns for Good Reason not more than 90 days after the end of such cure period by providing a Notice of Termination (as defined in Section 6). Notwithstanding the foregoing, the Company placing Executive on a paid leave for up to 90 days, pending the determination of whether there is a basis to terminate Executive for Cause, will not constitute a “Good Reason” event.

(e) Without Cause. The Company may terminate Executive’s employment hereunder without Cause by providing Executive with a Notice of Termination. This means that, notwithstanding this Agreement, Executive’s employment with the Company will be “at will.”

(f) Without Good Reason. Executive may terminate Executive’s employment hereunder without Good Reason by providing the Company with a Notice of Termination.

(g) Expiration of the Term without Renewal. Executive’s employment will terminate upon the expiration of the Term without renewal.

6.Termination of Employment Procedure.

(a) Notice of Termination. Any termination of Executive’s employment by the Company or by Executive during the Term (other than termination pursuant to Section 5(a)) will be communicated by written Notice of Termination to the other party hereto in accordance with Section 10. For purposes of this Agreement, a “Notice of Termination” means a notice which will indicate the specific termination provision in this Agreement relied upon and will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated if the termination is based on Sections 5(b), (c) or (d).

(b) Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated by his death, the date of his death; (ii) if Executive’s employment is terminated pursuant to Section 5(b) (Disability), Section 5(c) (Cause) or Section 5(d) (Good Reason), the date of the Notice of Termination; and (iii) if Executive’s employment is terminated for any other reason, 90 days after the date on which a Notice of Termination is given; provided, however, that if such termination is due to a Notice of Termination by Executive, the Company will have the right to accelerate such notice and make the Date of Termination the date of the

-5-

Notice of Termination or such other date prior to Executive’s intended Date of Termination as the Company deems appropriate, which acceleration will in no event be deemed a termination by the Company without Cause or constitute Good Reason.

(c) Removal from the Boards and Other Positions. Upon the termination of Executive’s employment with the Company for any reason, Executive agrees that he voluntarily and automatically (without any further action by him) resigns (i) from the Board, the board of directors of any subsidiary of the Company and/or any other board to which he has been appointed or nominated by or on behalf of the Company, and (ii) from any position with the Company or any subsidiary of the Company, including, but not limited to, as an officer and director of the Company and any of its subsidiaries.

7.Compensation upon Termination of Employment. This Section provides the payments and benefits to be paid or provided to Executive as a result of his termination of employment during the Term. Except as provided in this Section 7, Executive will not be entitled to any payments or benefits from the Company as a result of the termination of his employment, regardless of the reason for such termination.

(a) Termination for Any Reason. Following the termination of Executive’s employment, regardless of the reason for such termination and including, without limitation, a termination of his employment by the Company for Cause or by Executive without Good Reason or upon expiration of the Term, the Company will:

(i) pay Executive (or his estate in the event of his death) as soon as practicable following the Date of Termination (A) any earned but unpaid Base Salary and (B) any accrued and unused vacation pay through the Date of Termination;

(ii) reimburse Executive as soon as practicable following the Date of Termination for any amounts due to Executive pursuant to Section 4(f) (unless such termination occurred as a result of misappropriation of funds); and

(iii) provide Executive with any compensation and/or benefits as may be due or payable to Executive in accordance with the terms and provisions of any employee benefit plans or programs of the Company.

Upon any termination of Executive’s employment hereunder, except as otherwise provided herein, Executive (or his beneficiary, legal representative or estate, as the case may be, in the event of his death) will be entitled to such rights in respect of any equity awards theretofore made to Executive, and to only such rights, as are provided by the plan or the award agreement pursuant to which such equity awards have been granted to Executive or other written agreement or arrangement between Executive and the Company.

(b) Death. If Executive’s employment is terminated by his death, Executive’s beneficiary, legal representative or estate, as the case may be, will be entitled to the payments and benefits provided in Section 7(a) hereof and, in addition, the Company will treat Executive’s outstanding unvested equity awards as set forth in the stock plan and applicable award agreements.

(c) Disability. In the event Executive’s employment is terminated for Disability pursuant to Section 5(b), Executive will be entitled to the payments and benefits provided in Section 7(a) and, in addition, the Company will treat Executive’s outstanding unvested equity awards as set forth in the stock plan and applicable award agreements.

-6-

(d) Termination by Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 7(a) hereof and, in addition, the Company will, subject to Section 7(g): (i) make a lump sum cash payment to Executive in an amount equal to two times the sum of Executive’s: (x) current Base Salary and (y) target Annual Cash Incentive; (ii) treat Executive’s outstanding unvested equity awards, other than the Special Equity Award, as an “approved retirement” under the Company’s applicable stock plan and award agreements and such outstanding equity awards will vest as set forth in the stock plan and applicable award agreements (without pro-ration); (iii) vest in full any outstanding and unvested equity awards at the Effective Date (other than the Special Equity Award) that do not provide for retirement treatment; and (iv) provide Executive with the Special Equity Award pursuant to the terms set forth in Section 4(d). The treatment of unvested equity awards in (ii) and (iii) of the prior sentence is referred to in this Agreement as “Retirement Vesting”. The Company may not amend the retirement treatment of its regularly granted equity awards in a manner that is material and adverse to Executive without Executive’s prior consent in accordance with Section 12(a).

(e) Change in Control Severance Event. As of the Effective Date, Executive will become a participant in the Company’s Executive CIC Severance Plan with a CIC Severance Multiplier (as defined in the Executive CIC Severance Plan) equal to three. In the event Executive experiences a CIC Severance Event (as defined in the Executive CIC Severance Plan), then the Executive CIC Severance Plan will govern Executive’s entitlements to any post-termination payments and benefits (including the treatment of outstanding equity awards), and Section 7(d) will not apply. The Company may not amend the terms of Executive’s CIC Severance entitlements under the Executive CIC Severance Plan or the Executive CIC Severance Plan itself in a manner that is material and adverse to Executive without Executive’s prior consent in accordance with Section 12(a). The parties hereby agree and acknowledge, however, that the definition of “Cause” provided for in this Agreement shall replace the definition of Cause as set forth in the Executive CIC Severance Plan and shall apply to the terms of such Executive CIC Severance Plan.

Executive acknowledges and agrees that effective as of the Effective Date, Executive’s current Change in Control Severance Agreement, dated as of May 8, 2007, between Executive and the Company is hereby cancelled and terminated and of no effect, and Executive further acknowledges and agrees that any prior entitlement he had to a gross-up under Section 280G or Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any other gross-up entitlement is terminated and of no further force and effect.

(f) Expiration of the Term. Upon the expiration of the Term without renewal, Executive’s outstanding unvested equity awards, other than the Special Equity Award, will, subject to Section 7(g), be provided Retirement Vesting.

(g) Condition to Payment. As a condition to the payments and other benefits set forth in Section 7(c), (d), and (f), Executive must execute a separation and general release agreement in substantially the form typically used by the Company in connection with severance pay modified to reflect the terms of this Agreement (the “Release”). Subject to Section 14 hereof, any lump sum payments provided pursuant to this Section 7 will be paid to Executive within 30 days after such Release becomes effective; provided, however, that if Executive’s Date of Termination occurs on or after November 1 of a given calendar year, such payment will, subject to Section 14 hereof, be paid in January of the immediately following calendar year.

-7-

8.Confidential Information, Removal of Documents; Non-Competition; Non-Solicitation.

(a) Confidential Information. Executive acknowledges and agrees that the confidentiality provisions set forth in Section 5(D) and 5(E) of the Executive CIC Severance Plan apply during the Term and thereafter.

(b) Non-Solicitation. During the Term, and for a two-year period after Executive’s employment is terminated by the Company or Executive for any reason, Executive will not, in any manner, directly or indirectly (without the prior written consent of the Company): (i) Solicit any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with the Company, (ii) transact business with any Client that would cause Executive to be a Competitive Enterprise, (iii) interfere with or damage any relationship between the Company and a Client or (iv) Solicit anyone who is then an employee of the Company (or who was an employee of the Company within the prior 12 months) to resign from the Company or to apply for or accept employment with any other business or enterprise.

For purposes of this Agreement, a “Client” means any client or prospective client of the Company to whom Executive provided services, or for whom Executive transacted business, or whose identity became known to Executive in connection with his relationship with or employment by the Company, and “Solicit” means any direct or indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any action. For purposes of this Agreement, “Competitive Enterprise” means any commercial banking business or any other financial services business that is competitive with any portion of the business conducted by the Company or any of its affiliates.

(c) Non-Disparagement. During the term of this Agreement and thereafter, (i) Executive will not, in any manner, directly or indirectly make or publish any statement (orally or in writing) that would libel, slander, disparage, denigrate, ridicule or criticize the Company, any of its affiliates or any of their employees, officers or directors and (ii) the Company agrees to instruct the executive officers of the Company not to, in any manner, directly or indirectly make or publish any statement (orally or in writing) that would libel, slander, disparage, denigrate, ridicule of criticize Executive.

(d) Cooperation. Executive acknowledges and agrees that the cooperation provisions set forth in Section 5(F) of the Executive CIC Severance Plan apply during the Term and thereafter.

(e) Validity. The terms and provisions of this Section 8 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement will thereby be affected. The parties acknowledge that the potential restrictions on Executive’s future employment imposed by this Section 8 are reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction will find any provisions of this Section 8 unreasonable in duration or geographic scope or otherwise, Executive and the Company agree that the restrictions and prohibitions contained herein will be effective to the fullest extent allowed under applicable law in such jurisdiction.

(f) Company Remedies for Violation of Section 8. If Executive violates or fails to comply with any subsection of this Section 8, the Company is entitled, in addition to any other rights and remedies available at law or equity, to cease making payments and providing benefits

-8-

to Executive. Because damages to the Company will be difficult to ascertain and because the Company’s remedies at law will be inadequate, among other reasons, Executive agrees that the Company will be irreparably damaged if Executive violates or fails to comply with this Section 8. Accordingly, in the event of a breach or threatened breach of the terms of this Section 8, the Company is, in addition to all other rights and remedies, entitled (without any bond or other security being required) to seek a temporary and/or permanent injunction, without showing any actual damage or that monetary damages would not provide an adequate remedy, and/or seek a decree for specific performance, in accordance with the provisions hereof.

(g) Continuing Operation. Except as specifically provided in this Section 8, the termination of Executive’s employment or of this Agreement will have no effect on the continuing operation of this Section 8.

9.Successors; Binding Agreement.

(a) Company’s Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred except that the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

(b) Executive’s Successors. No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. If Executive dies following his Date of Termination while any amounts would still be payable to him hereunder if he had continued to live, all such amounts unless otherwise provided herein will be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by Executive, or otherwise to his legal representatives or estate.

10.Notice. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement will be in writing and will be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:

Address on file with the Company

If to the Company:

First Horizon Corporation 165

Madison Avenue 23rd Floor

Memphis, Tennessee 38103

Attention: Executive Vice President – General Counsel

11.Resolution of Differences Over Breaches of Agreement.

(a) The parties will use good faith efforts to resolve any controversy or claim arising out of, or relating to this Agreement or the breach thereof, first in accordance with the Company’s internal review procedures, except that this requirement will not apply to any claim or dispute under or relating to Section 8 of this Agreement. If, despite their good faith efforts,

-9-

the parties are unable to resolve such controversy or claim through the Company’s internal review procedures, then such controversy or claim will be resolved by arbitration in Memphis, Tennessee, in accordance with the rules then applicable of the American Arbitration Association (provided, that the Company will pay the filing fee and all hearing fees, arbitrator expenses and compensation fees, and administrative and other fees associated with any such arbitration), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

(b) If any contest or dispute will arise between the Company and Executive regarding any provision of this Agreement, the Company will reimburse Executive for all legal fees and expenses reasonably incurred by Executive in connection with such contest or dispute, but only if (i) prior to a Change in Control (as defined in the Executive CIC Severance Plan), Executive is successful in respect of all of Executive’s claims brought and pursued in connection with such contest or dispute or (ii) if after a Change in Control (as defined in the Executive CIC Severance Plan), Executive is successful in respect of Executive’s claims brought and pursued in connection with such contest or dispute.

12.Miscellaneous.

(a) Amendments. No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.

(b) Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Tennessee without regard to its conflicts of law principles.

(c) Waiver of Jury Trial. To the extent permitted by law, Executive and the Company waive any and all rights to a jury trial with respect to any controversy or claim between Executive and the Company arising out of or relating to or concerning this Agreement.

(d) Federal Deposit Insurance Act Compliance. Any payment hereunder will be subject to the provisions set forth in Section 10(B) of the Executive CIC Severance Plan.

(e) Clawback. Executive acknowledges that Executive is subject to any clawback, recoupment or similar policy that may be adopted by the Board or a committee thereof from time to time.

13.Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, term sheets, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter. Any other prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled, other than any equity agreements or any compensatory plan or program in which Executive is a participant on the Effective Date. For the avoidance of doubt, the acknowledgements that specified

-10-

provisions of the Executive CIC Severance Plan apply to Executive are not intended to limit that application of other provisions in accordance with their terms.

14.Section 409A Compliance.

(a) This Agreement is intended to comply with the requirements of Section 409A of the Code (together with the applicable regulations thereunder, “Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified (with the mutual consent of the parties, which consent will not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Agreement will comply with Section 409A. For purposes of Section 409A, each payment made under this Agreement will be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of payment.

(b) All reimbursements provided under this Agreement will be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

(c) Executive further acknowledges that any tax liability incurred by Executive under Section 409A of the Code is solely the responsibility of Executive.

(d) Notwithstanding any provision of this Agreement to the contrary, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees” (as defined in Section 409A) any payment on account of Executive’s separation from service that would otherwise be due hereunder within six months after such separation will nonetheless be delayed until the first business day of the seventh month following Executive’s date of termination and the first such payment will include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction. Notwithstanding anything contained herein to the contrary, Executive will not be considered to have terminated employment with the Company for purposes of Section 7 hereof unless he would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A.

15.Representations. Executive represents and warrants to the Company that he is under no contractual or other binding legal restriction which would prohibit him from entering into and performing under this Agreement or that would limit the performance his duties under this Agreement.

16.Withholding Taxes. The Company may withhold from any amounts or benefits payable under this Agreement income taxes and payroll taxes that are required to be withheld pursuant to any applicable law or regulation.

17.Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, and all of which together will constitute one and the

-11-

same instrument. This Agreement will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of all of the parties reflected hereon as the signatories. Photographic, faxed or PDF copies of such signed counterparts may be used in lieu of the originals for any purpose.

[signature page follows]

-12-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


FIRST HORIZON CORPORATION						EXECUTIVE
By: /s/ Tanya L. Hart						/s/ D. Bryan Jordan
Tanya L. Hart Chief Human Resources Officer						D. Bryan Jordan

[CEO Employment Agreement Signature Page]


GRANT NOTICE
CEO Special Equity PSUs (2023)—ROTCE/TSR Rank

D. Bryan Jordan


Grant Date:	August 3, 2023	Governing Plan:	2021 Incentive Plan
Target Number of PSUs Granted:	___________*	ROTCE & TSR Performance Period:	July 1, 2023 through June 30, 2028
Service Vesting Date:	August 3, 2028	TSR Start Date:	July 1, 2023
Last Payment Date (after performance is determined):	Not later than September 30, 2028	TSR End Date:	June 30, 2028

*$3,000,000 divided by the closing market price of FH common stock on the Grant Date, rounded down to the nearest whole unit.

You have been granted Performance Stock Units (PSUs) of First Horizon Corporation (“FH”). This award of PSUs is granted under the Governing Plan specified above, and is governed by the terms and conditions of that Plan as in effect on the Grant Date and by administrative policies, practices, and procedures (“Procedures”) of the Compensation Committee of FH’s board of directors that are in effect during the performance and service vesting periods. Also, this award is subject to the terms and restrictions of FH’s stock ownership guidelines and Compensation Recovery Policy (“Policy”) as in effect on the Grant Date, provided, however, that, during the service vesting period of this award, amendments to the Policy, including the creation of separate policies requiring forfeiture or repayment of this award in certain circumstances, will apply to this award to the extent those amendments are required to apply to this award by any banking or financial industry regulator of FH, or by the primary stock exchange on which FH common stock is listed, or by the Securities and Exchange Commission. Lastly, your PSUs have been granted pursuant to your Employment Agreement dated August 3, 2023 (your “Employment Agreement”). Capitalized terms used but not defined in this Grant Notice have the meanings given in your Employment Agreement or, if not defined there, given in the Governing Plan.

No part of this award is earned until that part vests. PSUs that have not been forfeited prior to the Service Vesting Date will satisfy the performance requirement of this award based on the extent to which the performance goals are achieved during the ROTCE Performance Period, all as set forth in Exhibit A to this Notice. Performance for this award in Exhibit A is based on FH’s ranking of average return on tangible common equity (“A-ROTCE rank”), adjusted as provided in Exhibit A, relative to peers’ average return on tangible common equity in the ROTCE Performance Period, modified by FH’s ranking of its TSR (“TSR rank”) relative to peers’ TSR measured from the TSR Start Date to the TSR End Date. As provided in Exhibit A, FH’s TSR Start Value will be a 20-day average price ending on the TSR Start Date, and FH’s ending value also will be a 20-day average ending on the TSR End Date. The target number of PSUs granted is the number that would be paid if A-ROTCE rank and TSR rank both are achieved at the median rank. Higher rank would result in a higher amount paid; a lesser number would be paid if a lesser rank is

achieved; and, all PSUs would forfeit if the minimum A-ROTCE rank in Exhibit A (the bottom of the third quartile) is not achieved. The overall performance percentage is the product of the A-ROTCE and TSR outcomes expressed as percentages. The Committee will make appropriate adjustments of FH accounting numbers so that results are comparable across periods and will make final determinations of performance achievement and any final adjustments, all as provided or permitted by Committee action and the Governing Plan. PSUs that do not vest as a result of a failure to achieve A-ROTCE minimum performance level, as determined by the Committee, are forfeited automatically.

This award also is subject to possible reduction or forfeiture in advance of vesting in accordance with the Governing Plan, the Procedures, and the Policy. As of the Grant Date, the Procedures or your Employment Agreement provide (among other things) that: (a) forfeiture generally will occur immediately upon termination of employment—you must remain continuously employed by FH or one of its subsidiaries through the close of business on the Service Vesting Date; but (b) if your termination of employment occurs because of your death or Disability, forfeiture will be avoided and service vesting will be accelerated, and (c) if your employment is terminated as provided in the next paragraph, complete forfeiture will be avoided and service vesting will be accelerated pro-rata. In neither case (b) nor (c) will performance be accelerated. The Committee or its delegate will document death. Disability status will be determined consistently with the determination under your Employment Agreement. Payment of your award may be suspended pending any such determinations.

Upon termination of your employment by FH without Cause or by you with Good Reason prior to the Service Vesting Date, and subject to your execution and delivery of the Release as required by your Employment Agreement, a portion of this award, pro-rated based on the portion of the service vesting period that you will not be employed by FH, will forfeit as of your Date of Termination. For the remainder of this award: (a) the Service Vesting Date will be accelerated on your Date of Termination; (b) the Performance Period will be shortened to end on the last day of the calendar quarter most recently completed as of your Date of Termination; and (c) payment will be made after determination of performance based on the shortened Performance Period, but the Last


			1			2023 GRANT NOTICE CEO SP EQ PSUs (2023)

Payment Date will not be later than three months after the last day of that most recently completed calendar quarter.

Other forfeiture provisions apply to this PSU award. The Governing Plan and Policy provide for forfeiture of this award or recovery of amounts paid if you engage in certain types of misconduct or if performance data is materially false or misleading and you are substantially responsible for its accuracy. This award is subject to forfeiture or recovery to the extent required by applicable capital conservation rules or other regulatory requirements. Also, this award will be forfeited, or if already vested you must pay in cash to FH the gross pre-tax value of this award measured at vesting, if during the restriction period applicable to this award: (1) you are terminated for Cause as defined in your Employment Agreement; or (2) you, either on your own behalf or on behalf of any other person or entity, in any manner directly or indirectly solicit, hire, or encourage any person who is then an employee or customer of FH or any and all of its subsidiaries or affiliates to leave the employment of, or to end, diminish, or move any of his, her, or its accounts or relationships with, FH or any and all of its subsidiaries or affiliates. The restrictions in (2) apply only to employees who work in, and to customers which reside in or have a place of business in, one or more of the counties and parishes that comprise the “Territory” applicable to the year in which the Grant Date falls. A list of the counties and parishes that comprise the Territory for this award has been made available to you at the time you accept this award, and is available to you at any time on request (see the final paragraph of this notice). The restriction period for this award begins on the Grant Date and ends on the second anniversary of the Vesting Date. By accepting this PSU award, you acknowledge that FH may reduce or offset other amounts owed to you, including but not limited to wages, bonuses, or commissions owed, among other things, to satisfy any repayment obligation.

The Committee reserves the right, in its sole discretion, to waive forfeiture or accelerate vesting in whole or part. You have no right to any such discretionary waiver or acceleration. If a request for a waiver were granted, only the units not covered by the waiver would forfeit.This award is governed by the substantive laws of Tennessee, without regard to conflicts of laws principles. To the extent applicable to this award and to you, the forfeiture and recovery provisions of this award, and of the Policy and Procedures, may be limited by the laws of another state associated with where you live or work. If a court of competent jurisdiction determines that any of those provisions is unlawful or prohibited by law as applied to this particular award, then those provisions shall be deemed modified, reduced, or otherwise cut back to the minimum extent possible in order to preserve the original provision to the maximum extent possible, consistent with applicable state law as applied to this award and to you.

PSUs are not shares of stock, have no voting rights, and are not transferable. If explicitly permitted by the Committee and FH, you may make a beneficiary designation that will direct FH to treat your beneficiary as the owner of this award after you die. Any such designation, if permitted at all, will be effective only if done in compliance with the Procedures and

the rules of FH’s administrative vendor for stock awards in effect at the time of designation. Also, the effectiveness of designations will be subject to all conditions and limitations contained in the Procedures and in the rules of that vendor in effect at the time of your death.

Each PSU that vests will result in one share of FH common stock being issued to you, subject to withholding for taxes. Payment will be after performance is determined, but not later than the Last Payment Date. Subject to provisions of the Governing Plan, the Committee may choose to pay all or a portion of vested PSUs in cash, based on the fair market value of FH common stock on the Service Vesting Date.

Your PSUs will accrue cash dividend equivalents to the extent cash dividends are paid on common shares prior to vesting. From the Grant Date until the Service Vesting Date, dividend equivalents accumulate (without interest) as if each PSU were an outstanding share. To the extent that PSUs vest, the accumulated dividend equivalents associated with those PSUs will be paid in cash shortly after vesting. Dividend equivalents associated with forfeited PSUs likewise are forfeited.

The number of PSUs will be adjusted proportionately in the event of a stock split or a common stock dividend to avoid any enlargement or dilution of value. Subject to the Governing Plan and Procedures, in each such adjustment PSUs will be rounded down to the nearest whole unit; any fractional PSU will be disregarded.

If within two years after the Last Payment Date FH discovers an error in any amount vested or paid which, had it been known, would have resulted in a change in the amount of 5% or more: if the error favored FH, FH will pay you the difference in shares, subject to applicable taxes; or, if the error favored you, FH will reduce your shares and dividend equivalents by an amount equal to the pre-tax difference, or (if the award is already paid) will require you to repay the pre-tax difference to FH in cash.

This award is not fully vested until the performance and service requirements both are fulfilled. Performance vesting will occur when the Committee makes a final determination of the extent (measured as a percentage of Target) to which the combined performance goals of this award are achieved, as provided above and in Exhibit A. Service vesting—fulfillment of the requirement that you remain continuously employed with FH—will occur on the Service Vesting Date.

If a Change in Control occurs and you experience a Qualifying Termination (all as defined in the Governing Plan), then vesting and payment will be accelerated as provided in the Plan. The amount paid will be, without pro-rationing: (a) the Target number of PSUs, if the Change in Control occurs before the end of the Performance Period or the Committee is unable, for any other reason, to fairly determine actual performance results; or (b) the greater of the Target number of PSUs or the number determined by the Committee based partly on actual A-ROTCE performance results and partly by assuming TSR rank performance of 100%, if the Change in Control occurs after the end of the Performance Period and before the Service Vesting Date and


			2			2023 GRANT NOTICE CEO SP EQ PSUs (2023)

if the Committee determines that it can fairly determine actual performance results. In the case of (b), payment may be reasonably delayed to allow the Committee to obtain information necessary to make its determinations.

If a Change in Control (as defined in the Plan) occurs before the end of the Performance Period and there is no Qualifying Termination, then this award may be modified, converted, or canceled by the Committee or otherwise without your consent. The Committee is permitted to exercise discretion in a Change in Control situation in different ways for different persons, and in different ways for different awards; however, in all cases the Committee will seek in good faith to avoid any significant diminishment or enlargement of value measured at the time of the Change in Control. The following two Change in Control scenarios, (A) and (B), illustrate the Committee’s power in various situations. The scenarios illustrate possible outcomes; they do not limit the Committee’s authority. In these scenarios the “Deal Value” of an FH common share is, as applicable, the dollar value per FH share paid to FH shareholders in the Change in Control transaction or the dollar value per FH share of the consideration received by FH shareholders in the Change in Control transaction, measured at the time the Change in Control is consummated.

(A) If a Change in Control occurs before the end of the Performance Period, the Committee may cancel this award in exchange for the pro-rated dollar value at that time of the Target number of PSUs, with pro-rationing based on the portion of the Performance Period occurring prior to the Change in Control. If so cancelled, the performance goals would be waived with performance presumed at 100% of Target, and all vesting and payment would be accelerated. In that case the pro-rated number of FH shares would be paid or credited (subject to withholding taxes) to you shortly or immediately before consummation of the Change in Control transaction so that your award shares will be outstanding at the time of consummation or, alternatively, payment will be made to you in cash at the Deal Value of the pro-rated Target-level award shares.

(B) If a Change in Control occurs before the TSR End Date, if FH shares cease to be publicly traded as a result of the Change in Control, and if vesting of this award is not accelerated prior to cessation of public trading, then in that case FH agrees to do at least one of the following, in all cases as determined by the Committee in its discretion: (i) convert the potential FH shares covered by this award into shares of the acquiring or surviving company based on the conversion or exchange rate provided in the Change in Control transaction, and modify the A-ROTCE performance goal so as provide you with an opportunity to achieve performance based on A-ROTCE rank of the surviving or acquiring company or some other appropriate performance measure based on ROTCE, with TSR performance conclusively assumed to be 100%; or (ii) presume satisfaction of all performance goals at 100% of Target, and convert the FH shares which would have been paid at 100% performance into either (1) a dollar amount equal to the Deal Value of

those shares, which dollar amount would not accrue interest, or (2) a number of share units of the acquiring or surviving company based on the conversion or exchange rate provided in the Change in Control transaction. In either case under this scenario, this award would continue to require your service through the Service Vesting Date.

The discretion provided to the Committee in the foregoing provisions is subordinate to any requirement of the Plan applicable to this award. If, before or after the Grant Date, you and FH enter into a written contract explicitly providing for the treatment of this award in connection with your termination or a Change in Control, the provisions of this award are subordinate to those explicit contractual provisions.

This award, if paid, will result in taxable income for you. Your withholding and other taxes will depend upon FH’s stock value on the Payment Date and the amount of dividend equivalents paid to you. As of the Grant Date, the Committee’s Procedures provide that FH will withhold shares and cash at vesting in the amount necessary to cover your withholding taxes; however, the Procedures may be changed at any time.

You are not permitted to make any election under Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in your gross income for federal income tax purposes the value of the PSUs this year. If you make a Section 83(b) election, this award will forfeit.

FH reserves the right to defer payment of PSUs if payment would be non-deductible by FH and if deferral is reasonably expected to result in deductibility.

Questions about your PSU award?

Important information concerning the Governing Plan and this PSU award is contained in a prospectus. Copies of the current prospectus (including all applicable supplements) are delivered separately, and you may request a copy of the Governing Plan or prospectus at any time. If you have questions about your award or need a copy of the Governing Plan, related prospectus, or current Procedures, please contact Fidelity Investment’s Executive Relationship Officer at ___________. For all your personal stock incentive information, you may view your award and other information on Fidelity’s website at www.NetBenefits.com.


			3			2023 GRANT NOTICE CEO SP EQ PSUs (2023)


GRANT NOTICE
CEO Special Equity RSUs (2023)

D. Bryan Jordan


Amount of Award:	______* Restricted Stock Units	Grant Date:	August 3, 2023
Governing Plan:	2021 Incentive Plan	Vesting Date:	August 3, 2028

*$2,000,000 divided by the closing market price of FH common stock on the Grant Date, rounded down to the nearest whole unit.

You have been granted a restricted stock unit (“RSU”) award by First Horizon Corporation (“FH”). This award of RSUs is granted under the Governing Plan specified above, and is governed by the terms and conditions of that Plan as in effect on the Grant Date and by administrative policies, practices, and procedures (“Procedures”) of the Compensation Committee of FH’s board of directors that are in effect from time to time during the vesting period. Also, this award is subject to the terms and restrictions of FH’s stock ownership guidelines and Compensation Recovery Policy (“Policy”) as in effect on the Grant Date, provided, however, that, during the vesting period of this award, amendments to the Policy, including the creation of separate policies requiring forfeiture or repayment of this award in certain circumstances, will apply to this award to the extent those amendments are required to apply to this award by any banking or financial industry regulator of FH, or by the primary stock exchange on which FH common stock is listed, or by the Securities and Exchange Commission. Lastly, your RSUs have been granted pursuant to your Employment Agreement dated August 3, 2023 (your “Employment Agreement”). Capitalized terms used but not defined in this Grant Notice have the meanings given in your Employment Agreement or, if not defined there, given in the Governing Plan.

No part of this award is earned until that part vests. This award is subject to possible reduction or forfeiture in advance of vesting in accordance with the Governing Plan, the Procedures, and the Policy. As of the Grant Date, the Procedures or your Employment Agreement provide (among other things) that: (a) forfeiture generally will occur immediately upon termination of employment—you must remain continuously employed by FH or one of its subsidiaries through the close of business on the Vesting Date; but (b) if your termination of employment occurs because of your death or Disability, forfeiture will be avoided and vesting will be accelerated, and (c) if your employment is terminated as provided in the next paragraph, forfeiture likewise will be avoided and vesting will be accelerated. The Committee or its delegate will document death. Disability status will be determined consistently with the determination under your Employment Agreement. Payment of your award may be suspended pending any such determinations.

Upon termination of your employment by FH without Cause or by you with Good Reason prior to the Vesting Date, and subject to your execution and delivery of the Release as required by your Employment Agreement, this award will vest in full as of your Date of Termination and will be paid as provided in your Employment Agreement.

Other forfeiture provisions apply to this RSU award. The Governing Plan and Policy provide for forfeiture of this award or recovery of amounts paid if you engage in certain types of misconduct. This award is subject to forfeiture or recovery to the extent required by applicable capital conservation rules or other regulatory requirements. Also, this award will be forfeited, or if already vested you must pay in cash to FH the gross pre-tax value of this award measured at vesting, if during the restriction period applicable to this award: (1) you are terminated for Cause as defined in the Governing Plan; or (2) you, either on your own behalf or on behalf of any other person or entity, in any manner directly or indirectly solicit, hire, or encourage any person who is then an employee or customer of FH or any and all of its subsidiaries or affiliates to leave the employment of, or to end, diminish, or move any of his, her, or its accounts or relationships with, FH or any and all of its subsidiaries or affiliates. The restrictions in (2) apply only to employees who work in, and to customers which reside in or have a place of business in, one or more of the counties and parishes that comprise the “Territory” applicable to the year in which the Grant Date falls. A list of the counties and parishes that comprise the Territory for this award has been made available to you at the time you accept this award, and is available to you at any time on request (see the final paragraph of this notice). The restriction period for this award begins on the Grant Date and ends on the second anniversary of the Vesting Date. By accepting this RSU award, you acknowledge that FH may reduce or offset other amounts owed to you, including but not limited to wages, bonuses, or commissions owed, among other things, to satisfy any repayment obligation.


			1			2023 GRANT NOTICE CEO SP EQ RSUs (2023)

This award is governed by the substantive laws of Tennessee, without regard to conflicts of laws principles. To the extent applicable to this award and to you, the forfeiture and recovery provisions of this award, and of the Policy and Procedures, may be limited by the laws of another state associated with where you live or work. If a court of competent jurisdiction determines that any of those provisions is unlawful or prohibited by law as applied to this particular award, then those provisions shall be deemed modified, reduced, or otherwise cut back to the minimum extent possible in order to preserve the original provision to the maximum extent possible, consistent with applicable state law as applied to this award and to you.

RSUs are not shares of stock, have no voting rights, and are not transferable. If explicitly permitted by the Committee and FH, you may make a beneficiary designation that will direct FH to treat your beneficiary as the owner of this award after you die. Any such designation, if permitted at all, will be effective only if done in compliance with the Procedures and the rules of FH’s administrative vendor for stock awards in effect at the time of designation. Also, the effectiveness of designations will be subject to all conditions and limitations contained in the Procedures and in the rules of that vendor in effect at the time of your death.

Each RSU that vests will result in one share of FH common stock being issued to you, subject to withholding for taxes. Subject to provisions of the Governing Plan, FH may choose to pay all or a portion of vested RSUs in cash, based on the fair market value of FH common stock on the Vesting Date.

Your RSUs will accrue cash dividend equivalents to the extent cash dividends are paid on common shares prior to vesting. From the Grant Date until the Vesting Date, dividend equivalents accumulate (without interest) as if each RSU were an outstanding share. To the extent that RSUs vest, the accumulated dividend equivalents associated with vested RSUs will be paid in cash shortly after vesting. Dividend equivalents associated with forfeited RSUs likewise are forfeited.

The number of RSUs will be adjusted proportionately in the event of a stock split or a common stock dividend to avoid any enlargement or dilution of value. Subject to the Governing Plan and Procedures, in each such adjustment RSUs will be rounded down to the nearest whole unit; any fractional RSU will be disregarded.

This award, if paid, will result in taxable income for you. Your withholding and other taxes will depend upon FH’s stock value on the Vesting Date and the amount of dividend equivalents paid to you. As of the Grant Date, the Committee’s Procedures provide that FH will withhold shares and cash at vesting in the amount necessary to cover your withholding taxes; however, the Procedures may be changed at any time.

You are not permitted to make any election under Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in your gross income for federal income tax purposes the value of this award this year. If you make a Section 83(b) election, this award will forfeit.

Questions about your RSU award?

Important information concerning the Governing Plan and this RSU award is contained in a prospectus. Copies of the current prospectus (including all applicable supplements) are delivered separately, and you may request a copy of the Governing Plan or prospectus at any time. If you have questions about your RSU award or need a copy of the Governing Plan, related prospectus, or current Procedures, please contact Fidelity Investment’s Executive Relationship Officer at __________. For all your personal stock incentive information, you may view your award and other information on Fidelity’s website at www.NetBenefits.com.


			2			2023 GRANT NOTICE CEO SP EQ RSUs (2023)