EXHIBIT 10 (p)
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT, dated as of the 22nd day of January, 2004, by and between
Regions Financial Corporation, a Delaware corporation ("Regions"), and Union
Planters Corporation, a Tennessee corporation "Union Planters") and Xxxxxxx X.
Xxxxx ("Officer"), amends the Employment Agreement between Officer and Union
Planters Amended and Restated as of April 17, 1997, and as amended as of
September 26, 2000 (the "Employment Agreement"). Prior to the Effective Date,
Union Planters and Regions shall cause Newco (as defined in the Merger
Agreement) (the "Company") to become a party hereto for all purposes hereof by
executing and delivering a supplement hereto.
The parties hereto have determined that it is in the best interests of the
Company, Regions, Union Planters and their shareholders to assure that the
Company and Union Planters will have the continued dedication of Officer pending
and following the transactions (collectively, the "Merger") contemplated by the
Agreement and Plan of Merger, dated as of January 22, 2004, between the Company,
Regions and Union Planters (the "Merger Agreement"). Therefore, in order to
accomplish these objectives, Officer, Union Planters and Regions desire to enter
into this Amendment which will amend the terms of the Employment Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Effective Date. The parties hereto agree that the effective date of
this Amendment (which shall be defined as the "Effective Date" under
the Employment Agreement) shall mean the date on which the "Effective
Time" (as defined in the Merger Agreement) occurs. In the event that
the Effective Time shall not occur for any reason, this Amendment shall
be null and void ab initio and shall be of no force and effect.
2. Change in Control. The parties hereto agree and acknowledge that,
solely for purposes of the Employment Agreement, and except as
otherwise specifically set forth in this Amendment, a "Change in
Control" as defined in Section 1.2(b) of the Employment Agreement shall
be deemed not to have occurred as a result of the Merger (the parties
hereto agree that this shall have no effect on any other plans and
agreements of Union Planters, and/or on the stock options, restricted
stock and other equity holdings of Officer, pursuant to which a change
in control as defined under the relevant plans and agreements will have
occurred as of the Effective Date).
3. Immediate Effectiveness of 280G Gross-Up Provisions. Notwithstanding
Section 2 of this Amendment, and in recognition that a change in the
ownership or effective control of Union Planters as defined in Section
280G of the Internal Revenue Code of 1986, as amended, is presently
contemplated by reason of the Merger, the provisions of Sections 1.2(f)
and 1.2(g) of the Employment Agreement will be immediately applicable
to Officer as of the Effective Date.
4. Parties. References to "Union Planters" shall be substituted with "the
Company" as defined in the introductory paragraph of this Amendment,
throughout the Employment Agreement.
5. Position and Duties. Sections 2.1 and 2.2 of the Employment Agreement
are hereby deleted, and shall be replaced with the following:
"2.1 General Duties. Officer's employment under this Agreement after
the Effective Date shall be divided into three periods, the "Initial
Period," the "Second Period" and the "Third Period." The Initial Period
shall commence on the Effective Date and end on the date on which the
Chief Executive Officer of the Company as of the Effective Date (the
"Initial CEO") ceases for any reason to serve as Chief Executive
Officer of the Company, but in no event later than June 30, 2005. The
Second Period shall begin at the end of the Initial Period and end on
the date on which the Chairman of the Board of Directors as of the end
of the Initial Period ceases for any reason to serve as Chairman of the
Board of Directors, but in no event later than June 30, 2006. The Third
Period shall begin at the end of the Second Period. During the Initial
Period, Officer shall serve as the President of the Company; during the
Second Period, Officer shall serve as the Chief Executive Officer and
President of the Company; and during the Third Period, Officer shall
serve as the Chairman of the Board of Directors, and Chief Executive
Officer of the Company, in each case, with such duties and
responsibilities as are customary with respect to such positions.
During the Initial Period, Officer shall report directly to the Initial
CEO. The Board of Directors shall appoint Officer to the positions
specified above at the times specified above. Officer shall be
appointed to the Board of Directors and shall serve on the Board of
Directors throughout the period of Officer's employment with the
Company, subject to election by the shareholders of the Company,
without additional consideration."
"2.2 Extent of Services. During Officer's employment under this
Agreement, and excluding any periods of vacation and sick leave to
which Officer is entitled, Officer agrees to devote substantially all
of his business attention and time to the business and affairs of the
Company and, to the extent necessary to discharge the responsibilities
assigned to Officer hereunder, to use Officer's reasonable best efforts
to perform faithfully and efficiently such responsibilities. The
Company recognizes that Officer serves on several civic and corporate
boards and that such service, as well as the management of Officer's
personal investments, does not conflict with the duties outlined
above."
6. Location of Services. The first sentence of Section 2.4 of the
Employment Agreement is hereby deleted, and shall be replaced with the
following:
"The duties of Officer under this Agreement shall be required to be
performed in the reasonable vicinity of either Memphis, Tennessee or
Birmingham, Alabama."
7. Level of Benefits After the Effective Date. There shall be added a new
Section 3.8 to the Employment Agreement, as follows:
"3.8 Level of Benefits After the Effective Date. Without limiting any
other provision of this Agreement, after the Effective Date, Officer
and/or Officer's family, as the case may be, shall be eligible for
participation in, and shall receive, pension and welfare benefits
(including without limitation supplemental and deferred benefits), and
fringe benefits and perquisites and all other benefits, on a basis, at
a level and in an amount that, on a benefit-for-benefit basis, is no
less favorable than the pension and welfare (including supplemental and
deferred benefits), and fringe, perquisite and other benefits that were
provided or made available to Officer and/or Officer's family on
January 22, 2004, whether pursuant to this Agreement or otherwise. For
purposes of all benefit plans, programs and policies of the Company,
all service credited to Officer by Union Planters up to the Effective
Date shall be credited by the Company for purposes of each such
corresponding plan, program and policy, provided, however, that such
credit shall not result in a duplication of benefits with respect to
the same period of service."
8. Right to Payments and Benefits Under Section 1.2(c) under Certain
Circumstances. There shall be added to the end of Section 1.2(c) of the
Employment Agreement a new paragraph, as follows:
"After the Effective Date, this Section 1.2(c) shall apply to Officer,
and Officer shall become entitled to receive payments and benefits
hereunder, only in the following circumstances: (i) if there occurs a
Change in Control of the Company other than the Merger, or (ii) if,
other than as a result of termination of Officer's employment by the
Company for Cause as defined under Section 4.1 or due to Officer's
death or Disability as defined under Section 4.2(c) or Officer's
termination of his employment as contemplated by Section 4.4, (A) the
Company fails to appoint Officer to the position of Chief Executive
Officer of the Company upon the expiration of the Initial Period, (B)
the Company removes Officer from the position of Chief Executive
Officer before commencement of the Third Period, or (C) Officer fails
to become the Chairman of the Board of Directors and Chief Executive
Officer upon the expiration of the Second Period (with respect to
clause (ii) hereof, the date of the "Change in Control" hereunder shall
be deemed to be the date Officer receives notice of either such failure
or removal)."
9. Treatment of Termination Without Cause or Removal. There shall be added
to the end of Section 1.2(d) of the Employment Agreement a new
sentence, as follows:
"The parties hereto acknowledge and agree that any termination by the
Company of Officer's employment hereunder, and/or any removal by the
Company of Officer from the position of Chief Executive Officer of the
Company after commencement of the Third Period (in each case, other
than as a result of termination of Officer's employment by the Company
for Cause, Officer's death or Disability or Officer's termination of
his employment as contemplated by Section 4.4), shall be deemed to be
an immediate election by the Company not to extend Officer's employment
hereunder pursuant to this Section 1.2(d) and, in the case of any such
termination shall be deemed an immediate election by Officer, and in
the case of such removal, shall, at the sole option of Officer, be
deemed an immediate election by Officer, to terminate this agreement
and receive the payments and benefits provided for in this Section
1.2(d), in each case as of the date Officer receives notice of either
such termination or removal (for purposes of clarity, this sentence
shall have no impact on the
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ability of Officer (or his estate or beneficiaries, as the case may be)
to receive the payments and benefits set forth in Section 4.2(c) in the
event of Officer's death or Disability)."
10. Notices. All notices and other communications to the Company pursuant
to Section 8.9 of the Employment Agreement shall be addressed as
provided in Section 8.8 of the Merger Agreement, provided that any
notices to Executive shall be follows:
Xxxxxxx X. Xxxxx
c/o Union Planters Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
or such other address as Executive shall provide to Union Planters,
Regions or the Company.
The terms of the Employment Agreement not hereby amended shall be and remain in
full force and effect, and are not affected by this Amendment.
IN WITNESS WHEREOF, Officer has hereunto set Officer's hand and, pursuant to
the due authorization, the Company and Union Planters have caused these presents
to be executed in their respective names on their behalf, all as of the day and
year first above written.
XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
-----------------------------
UNION PLANTERS CORPORATION
By /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
REGIONS FINANCIAL CORPORATION
By /s/ Xxxx X. Xxxxx, Xx.
---------------------------
Name: Xxxx X. Xxxxx, Xx.
Title: Chief Executive Officer
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