EXHIBIT 99.4
CAREER AWARD AGREEMENT
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 62,268 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 retires prior to age 65, the restricted stock will revert
to the Company.
B. The restriction will lapse immediately upon death, disability,
retirement at or after age 65 or 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. Provided Executive is still employed by the Company,
the Company will grant Executive long term incentive awards in the
discretion of the compensation committee.
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 exerciseable.
3. Employment Agreement. For purposes of Executive's employment agreement
with the Company and solely with reference to the "change of control" that
resulted from the combination of Union Planters Corporation and former
Regions Financial Corporation, Executive and the Company stipulate and
agree that the provisions of the employment agreement applicable to
termination for "good reason" (including without limitation the provisions
of section 6(a)) are waived and deemed inoperative, except that:
A. Any termination by Executive as a result of a reduction of annual
base salary and bonus remains subject to the employment agreement
in full.
B. Any termination by Executive as a result of a 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 remain subject to the employment agreement in
full.
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. Retirement. The Company agrees that Executive is currently eligible for
full retirement. If Executive retires, Executive will be eligible for
retirement benefits in accordance with the terms of all applicable plans.
In addition, to the extent retirement occurs at or after age 65:
A. Any unvested stock options will vest and become exercisable on the
retirement date, and all stock options will remain exercisable for
the full period of their original term, except for any stock options
identified by Executive in writing prior to attaining age 65, which
will remain exercisable within ninety (90) days after retirement.
B. Executive will retain all unvested restricted stock and any similar
equity awards, which will vest on the retirement date.
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: /s/ Xxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Its: Authorized Officer
Xxxxxxx X. Xxxxxxx
----------------------------
Print or Type Name of Executive
Date: December 20, 2005 Date: December 20, 2005
2
