EXHIBIT 99.9
Form of
INCENTIVE STOCK OPTION AGREEMENT
under the
REGIONS FINANCIAL CORPORATION
1999 LONG-TERM INCENTIVE PLAN
Grant # _________
Optionee: _________
SS# _________
Number Shares Subject to Option: _________
Exercise Price per Share _________
Date of Grant _________
1. Grant of Option. Regions Financial Corporation (the "Company") hereby
grants to the Optionee named above (the "Optionee"), under the Regions Financial
Corporation 1999 Long-Term Incentive Plan (the "Plan"), an Incentive Stock
Option to purchase, on the terms and conditions set forth in this agreement
(this "Option Agreement"), the number of shares indicated above of the Company's
Common Stock (the "Stock"), at the exercise price per share set forth above (the
"Option"). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned such terms in the Plan.
2. Vesting of Option. Unless the exercisability of the Option is
accelerated in accordance with Article 13 of the Plan, the Option shall vest
(become exercisable) according to the following schedule:
shares on
shares on
shares on
3. Period of Option and Limitations on Right to Exercise. The Option will,
to the extent not previously exercised, lapse under the earliest of the
following circumstances; provided, however, that the Committee may, prior to the
lapse of the Option under the circumstances described in paragraphs (b), (c),
and (d) below, provide in writing that the Option will extend until a later
date, but if Option is exercised after the dates specified in paragraph (b),
(c), and (d) below, it will automatically become a Non-Qualified Stock Option:
(a) The Option shall lapse as of 5:00 p.m., Central Time, on the
seventh anniversary of the date of grant (the "Expiration Date").
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(b) The Option shall lapse three months after the Optionee's
termination of employment for any reason other than the Optionee's death
or Disability; provided, however, that if the Optionee's employment is
terminated by the Company for cause or by the Optionee without the consent
of the Company, the Option shall lapse immediately.
(c) If the Optionee's employment terminates by reason of Disability,
the Option shall lapse one year after the date of the Optionee's
termination of employment.
(d) If the Optionee dies while employed, or during the three month
period described in subsection (b) above or during the one year period
described in subsection (c) above and before the Option otherwise lapses,
the Option shall lapse one year after the date of the Optionee's death.
Upon the Optionee's death, the Option may be exercised by the Optionee's
beneficiary.
If the Optionee or his beneficiary exercises an Option after termination
of employment, the Option may be exercised only with respect to the shares that
were otherwise vested on the Optionee's termination of employment (including
vesting by acceleration in accordance with Article 13 of the Plan).
4. Exercise of Option. The Option shall be exercised by written notice
directed to the Corporate Personnel Department of the Company at its offices in
Birmingham, Alabama, in such form as the Committee may approve. Such written
notice shall be accompanied by full payment in cash, shares of Stock previously
acquired by the Optionee, or any combination thereof, for the number of shares
specified in such written notice; provided, however, that if shares of Stock are
used to pay the exercise price, such shares must have been held by the Optionee
for at least six months. The Fair Market Value of the surrendered Stock as of
the date of the exercise shall be determined in valuing Stock used in payment of
the exercise price. In the sole discretion of the Company, the Option may be
exercised through a broker in a so-called "cashless exercise" whereby the broker
advances the exercise price to the Company on behalf of the Optionee and sells a
sufficient portion of the Option shares to recover the advance; provided that in
all instances a cashless exercise must comply with all applicable laws and
regulations, including without limitation Regulation T of the Federal Reserve
Board, the Sarbanes-Oxley Act of 2002, and applicable securities laws and
regulations.
Subject to the terms of this Option Agreement, the Option may be exercised
at any time and without regard to any other option held by the Optionee to
purchase stock of the Company.
5. Limitation of Rights. The Option does not confer to the Optionee or the
Optionee's personal representative any rights of a shareholder of the Company
unless and until shares of Stock are in fact issued to such person in connection
with the exercise of the Option. Nothing in this Option Agreement shall
interfere with or limit in any way the right of the Company or any Subsidiary to
terminate the Optionee's employment at any time, nor confer upon the Optionee
any right to continue in the employ of the Company or any Subsidiary.
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6. Stock Reserve. The Company shall at all times during the term of this
Option Agreement reserve and keep available such number of shares of Stock as
will be sufficient to satisfy the requirements of this Option Agreement.
7. Optionee's Covenant. The Optionee hereby agrees to use his best efforts
to provide services to the Company in a workmanlike manner and to promote the
Company's interests.
8. Restrictions on Transfer and Pledge. The Option may not be pledged,
encumbered, or hypothecated to or in favor of any party other than the Company
or a Parent or Subsidiary, or be subject to any lien, obligation, or liability
of the Optionee to any other party other than the Company or a Parent or
Subsidiary. The Option is not assignable or transferable by the Optionee other
than by will or the laws of descent and distribution. The Option may be
exercised during the lifetime of the Optionee only by the Optionee.
9. Restrictions on Issuance of Shares. If at any time the Board shall
determine in its discretion, that listing, registration or qualification of the
shares of Stock covered by the Option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition to the exercise of the Option,
the Option may not be exercised in whole or in part unless and until such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Board.
10. Plan Controls. The terms contained in the Plan are incorporated into
and made a part of this Option Agreement and this Option Agreement shall be
governed by and construed in accordance with the Plan. In the event of any
actual or alleged conflict between the provisions of the Plan and the provisions
of this Option Agreement, the provisions of the Plan shall be controlling and
determinative.
11. Successors. This Option Agreement shall be binding upon any successor
of the Company, in accordance with the terms of this Option Agreement and the
Plan.
12. Severability. If any one or more of the provisions contained in this
Option Agreement are invalid, illegal or unenforceable, the other provisions of
this Option Agreement will be construed and enforced as if the invalid, illegal
or unenforceable provision had never been included.
13. Notice. Notices and communications under this Option Agreement must be
in writing and either personally delivered or sent by registered or certified
United States mail, return receipt requested, postage prepaid. Notices to the
Company must be addressed to:
Regions Financial Corporation
105 Vulcan Road
Second Floor
Birmingham, AL 35209
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or any other address designated by the Company in a written notice to the
Optionee. Notices to the Optionee will be directed to the address of the
Optionee then currently on file with the Company, or at any other address given
by the Optionee in a written notice to the Company.
14. Interpretation. It is the intent of the parties hereto that the
Option qualify for incentive stock option treatment pursuant to, and to the
extent permitted by, Section 422 of the Code. All provisions hereof are intended
to have, and shall be construed to have, such meanings as are set forth in
applicable provisions of the Code and Treasury Regulations to allow the Option
to so qualify.
IN WITNESS WHEREOF, Regions Financial Corporation, acting by and
through its duly authorized officers, has caused this Option Agreement to be
executed, and the Optionee has executed this Option Agreement, all as of the day
and year first above written.
REGIONS FINANCIAL CORPORATION
By:
--------------------------
Name: ________________________
Title: _______________________
OPTIONEE:
______________________________
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