EXHIBIT 99.3
Form of
Career Award Agreement
[As separately executed by Xxxxxxx X. Xxxxx, D. Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx,
Xxxxxx X. Xxxxxxxx, Xx., and Xxxxx X. Xxxxxx]
THIS CAREER AWARD AGREEMENT (the "Agreement") is made by and between
Regions Financial Corporation (the "Company") and the Executive named herein,
effective as of the 20th day of December, 2005.
WHEREAS, Executive is an important member of the Company's management
team, and the Company desires to retain the services of Executive to assist the
Company as it pursues growth and enhanced profitability; and
WHEREAS, the Company desires to provide certain benefits to Executive as
an inducement to encourage Executive to remain employed by the Company; and
WHEREAS, the Company and Executive desire to restructure severance and
change of control arrangements to provide for simplified change of control
arrangements and enhanced severance benefits that are independent of change of
control features.
NOW, THEREFORE, in consideration of the mutual undertakings and agreements
of the parties set forth herein, it is hereby agreed as follows:
1. Restricted Stock Award. On or before January 31, 2006, the Company will
grant to Executive _______ [ conformed in Note 1 below] shares of
restricted stock under and subject to one of the Company's long term
incentive plans, having the following additional features:
A. The restriction will lapse five (5) years from the date of grant, at
which time unrestricted ownership will vest in Executive. If
Executive voluntarily resigns employment during the restriction
period, the restricted stock will revert to the Company.
B. The restriction will lapse immediately upon death, disability,
retirement at or after age 65 or retirement with written consent of
the Company, or termination of employment by the Company without
cause.
C. The Company will pay to Executive all dividends payable on the
restricted stock during the restriction period so long as Executive
remains employed with the Company.
The above grant of restricted stock is in addition to any equity and bonus
awards to Executive pursuant to plans in which Executive now or in the
future participates.
2. Acceleration of Unvested Stock Options. Upon the effective date of this
Agreement, all unvested nonqualified stock options previously granted to
Executive will be deemed vested and immediately exercisable.
3. Enhanced Severance Benefit.
A. If Executive's employment hereafter is terminated by the Company
without cause, and if Executive is not otherwise entitled to payment
under the change of control agreement, the Company will pay to
Executive, in addition to accrued
salary and benefits, a lump sum severance payment equal to two times
Executive's annual base salary in effect on the date of termination.
B. During the 5 year restricted period identified in paragraph 1.A
hereof, any termination by Executive as a result of a reduction of
base salary or the required relocation of the Executive's principal
employment location to a location more than thirty-five (35) miles
from the Executive's principal employment location on the effective
date of this Agreement shall be considered a termination of
employment by the Company without cause for purposes of this
Agreement.
C. In the event the Company determines, in good faith, (1) that any
payment or benefit under this Section 3 is subject to Section
409A(a)(2)(B)(i) of the Internal Revenue Code, and (2) that
Executive is a "specified employee" (as defined in Section 409A of
the Internal Revenue Code, with an identification date of December
31), any such payment or benefit shall be paid no earlier than six
months after Executive's separation from service with the Company.
4. Change of Control Modification. The Company and Executive acknowledge and
agree that the prior employment agreement between them is being replaced
and superseded by a change of control agreement executed at the same time
as this Agreement. Upon execution of the new change of control agreement,
the parties will have no rights or obligations under the prior employment
agreement. Without limiting the generality of the foregoing, Executive and
the Company stipulate and agree that, for purposes of Executive's prior
employment agreement with the Company and notwithstanding the definition
of "change of control" therein, the combination of Union Planters
Corporation and former Regions Financial Corporation shall be deemed not
to have constituted a "change of control."
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the date first above stated.
REGIONS FINANCIAL CORPORATION EXECUTIVE
By:____________________________ _____________________________
Its: Authorized Officer
Print or Type Name of Executive
Date: December 20, 2005 Date: _______________________
[Note 1
Xxxxxxx X. Xxxxx -- 26,279 shares of restricted stock
D. Xxxxx Xxxxxx -- 28,299 shares of restricted stock
Xxxxxx X. Xxxxxx -- 24,009 shares of restricted stock
Xxxxxx X. Xxxxxxxx, Xx. -- 32,867 shares of restricted stock
Xxxxx X. Xxxxxx -- 9,568 shares of restricted stock]
2
