EXHIBIT 99.11
Form of
REGIONS FINANCIAL CORPORATION
1999 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
THIS Agreement made and entered into as of _____________ by and between
Regions Financial Corporation, a Delaware corporation (the "Company") and
SS# 111-22-3333
W I T N E S S E T H :
In consideration of mutual promises and covenants made herein and the mutual
benefits to be derived herefrom, the parties hereto agree as follows:
1. Grant of Restricted Shares.
(a) Subject to the provisions of this Agreement and to the provisions of
the Regions Financial Corporation 1999 Long-Term Incentive Plan (the
"Plan"), the Company hereby grants to the Employee _______ shares of
Restricted Stock, par value $.625 per share ("Common Stock") of the
Company (the "Restricted Shares"). Capitalized terms used herein and
not defined shall have the meanings set forth in the Plan.
(b) Subject to Section 3, certificates evidencing the Restricted Shares
shall be issued by the Company and registered in the name of the
Employee on the stock transfer books of the Company. However,
certificates issued with respect to Restricted Shares shall be held
by the Company in escrow under the terms hereof. Such certificates
shall bear the legend set forth in subsection (d) below or such
other appropriate legend as the Committee shall determine, which
legend shall be removed only if and when the Restricted Shares vest
as provided herein, at which time the certificates shall be
delivered to the Employee. As a condition to the issuance of
Restricted Shares hereunder, the Employee shall deliver to the
Company such stock powers, duly endorsed in blank, as the Committee
may require. Upon the issuance of Restricted Shares hereunder, the
Employee shall be entitled to vote the Restricted Shares, and shall
be entitled to receive, free of all restrictions, all cash
dividends.
(c) In order to comply with any applicable securities laws, the Company
may require the Employee (i) to furnish evidence satisfactory to the
Company (including a written and signed representation letter) to
the effect that the Restricted Shares
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were acquired for investment only and not for resale or distribution
and (ii) to agree that the Restricted Shares shall only be sold by
the Employee following registration under the Securities Act of
1933, as amended, or pursuant to an exemption therefrom.
(d) Unless otherwise determined by the Committee, any certificate issued
in respect of the Restricted Shares prior to the lapse of any
outstanding restrictions relating thereto shall bear the following
legend:
This certificate and the shares of stock represented hereby
are subject to the terms and conditions, including the
forfeiture provisions and restrictions against transfer (the
"Restrictions"), contained in the Regions Financial
Corporation 1999 Long-Term Incentive Plan and an agreement
entered into between the registered owner and the Company. Any
attempt to dispose of these shares in contravention of the
applicable restrictions, including by way of sale, assignment,
transfer, pledge, hypothecation or otherwise, shall be null
and void and without effect.
2. Vesting.
(a) If Grantee remains in the continuous employment of the company
through the date or dates indicated, the Restricted Stock will
become non-forfeitable (i.e., "vest") to the extent indicated:
If Employment number of the Restricted
Continues through then Shares which vests is
_________ __________
_________ __________
_________ __________
Such vesting will be cumulative and will occur at the close of
business on the applicable date (or next business day) above.
3. Forfeiture.
If Grantee's employment with the Company is terminated for any reason
during the Restricted Period, all shares still subject to restriction will
be forfeited by the Grantee to the Company on the date of such
termination. If, however, Grantee's employment in involuntarily terminated
(other than for cause) as outlined in (Section 4 and Section 5), the
committee may, in its sole discretion, waive in whole or in part, any or
all remaining restrictions with respect to the Grantee's shares of
Restricted Stock.
If a performance goal, as outlined in (Section 13.12), during the
applicable restriction period is not met, all applicable shares shall be
forfeited and reacquired by the Company.
4. Full Acceleration of Benefits.
All Restricted Shares granted pursuant to this Agreement that are
non-vested shall become immediately vested and nonforfeitable upon the
occurrence of any one or more of the following:
(a) the Employee's death;
(b) the Employee's disability (as determined by the Committee); or,
(b) any event or the taking of any action (including, but not limited
to, events or actions under Article 13 of the Plan dealing with
Changes in Control) that results under the Plan in the elimination
or lapsing of restrictions on the Restricted Shares.
5. Partial Acceleration of Benefits
If the Employee takes normal or early retirement under the Company's
defined benefit pension plan prior to the third anniversary of the date of
the Award, a portion of the Employee's Restricted Shares, to the extent
not previously vested pursuant to any other provision of this Agreement or
the Plan, shall become immediately vested and nonforfeitable. The portion
that becomes vested and nonforfeitable shall equal the number of
Restricted Shares granted as of the Award Date times the ratio of (i) the
number of full months that have elapsed from the date of the Award to the
date of the Employee's retirement, to (ii), 36.
6. Nontransferability of Restricted Shares.
The Restricted Shares may not be pledged, encumbered, or hypothecated to
or in favor of any party other than the Company or a Parent or Subsidiary,
nor be subject to any lien, obligation, or liability of such Employee to
any other party other than the Company or a Parent or Subsidiary except as
otherwise permitted under the Plan.
7. No Right to Continued Employment.
Nothing in this Agreement of the plan shall confer upon the Employee any
right to continue in the employ of the Company or a Parent or Subsidiary
or interfere in any way with the right of the Company or Parent or
Subsidiary to terminate such employment at any time.
8. Withholding.
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The Employee shall pay to the Company promptly upon request, and in any
event at the time the Employee recognizes taxable income in respect of the
Restricted Shares, an amount equal to the taxes the Company determines it
is required to withhold under applicable tax laws with respect to the
Restricted Shares. Such payment shall be made in the form of cash, shares
of Common Stock already owned or otherwise issuable upon the lapse of
restrictions, or in a combination of such methods, as determined according
to the terms of the Plan. The Employee shall promptly notify the Company
of any election made pursuant of Section 83(b) of the Code.
9. Effect of Certain Changes.
The number of Restricted Shares covered by this Agreement shall be
proportionately adjusted by the Committee to the extent provided for in
Article 14 of the Plan.
10. Rights as a Stockholder.
Except as otherwise provided in this Agreement or in the Plan, the
Employee shall have all rights of a shareholder with respect to the
Employee's Restricted Shares (including the right to vote such shares, the
right to receive all cash dividends, and the right to exercise any rights
or warrants issued in respect of such shares).
11. Other Restrictions.
The vesting of each Restricted Share shall be subject to the requirement
that, if at any time the Committee shall determine that (i) the listing,
registration or qualification of the shares of Common Stock subject or
related thereto upon any securities exchange or under any state of federal
law, or (ii) the consent or approval of any government regulatory body, or
(iii) an agreement by the Employee with respect to the disposition of
shares of Common Stock, is necessary or desirable as a condition of, or in
connection with, such exercise or the delivery or purchase of shares
pursuant thereto, then in any such event, such vesting shall not be
effective unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee.
12. Notices.
Any notices to be given under the terms of this Agreement shall be in
writing and addressed to the Company at Regions Financial Corporation, 417
20th Street North 12th Floor Birmingham, AL 35203, Attention: General
Counsel, and to the Employee at the address set forth above, or at such
other address as either party may hereafter designate in writing to the
other.
13. Effect of Agreement.
Except as otherwise provided hereunder, this Agreement shall be binding
upon and shall inure to the benefit of any successor or successors of the
Company.
14. Laws Applicable to Construction.
This Agreement has been granted, executed and delivered in the State of
Alabama, and the interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Alabama, as
applied to contracts executed in and performed wholly within the State of
Alabama.
15. Conflicts and Interpretation.
If there is any conflict between this Agreement and the Plan, or if there
is any ambiguity in this agreement, any term which is not defined in this
Agreement, or any matter as to which this Agreement is silent, in any such
case the Plan shall govern including, without limitation, the provisions
thereof pursuant to which the Committee has the power, among others, to
(i) interpret the Plan, (ii) prescribe, amend and rescind rules and
regulations relating to the Plan, and (iii), make all other determinations
deemed necessary or advisable for the administration of the Plan.
16. Headings.
The headings of paragraphs herein are included solely for convenience or
reference and shall not affect the meaning or interpretation of any of the
provisions of this Agreement.
17. Amendment.
This Agreement may not be modified, amended or waived in any manner except
by an instrument or writing signed by both parties hereto. The waiver by
either party of compliance with any provision of this Agreement shall not
operate or be continued as a waiver of any other provision of this
Agreement, or of any subsequent breach by such party of a provision of
this Agreement.
18. No Liability for Good Faith Business Acts or Omissions.
Employee recognizes and agrees that the Committee, the Board of Directors
of the Company, or the officers, agents or employees of the Company, in
their oversight and conduct of the business and affairs of the Company,
may in good faith cause the Company to act, or to omit to act, in a manner
that may, directly or indirectly, prevent the Restricted Shares from
vesting. No provision of this Agreement will be interpreted or construed
to impose any liability upon the Company, the Committee, any member of the
Board of Directors of the Company or any officer, agent or employee of the
Company, for any forfeiture
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of Restricted Stock that may result, directly or indirectly, from any such
action or omission.
19. Complete Agreement.
This instrument sets forth the entire agreement of the parties relating to
the subject matter of this Agreement and supersedes and replaces all prior
agreements and understandings with respect to such subject matter. The
parties hereto have made no agreements, representations or warranties
relating to the subject matter of this Agreement which are not set forth
herein
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf by a duly authorized officer and the Employee has hereunto set this hand.
REGIONS FINANCIAL CORPORATION
By:
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Name: __________________________
Title: _________________________
OPTIONEE:
________________________________