UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 24, 2012

 

 

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

DELAWARE   000-50831   63-0589368

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1900 FIFTH AVENUE NORTH

BIRMINGHAM, ALABAMA 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (205) 944-1300

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 24, 2012, the Compensation Committee (the “Committee”) of the Board of Directors of Regions Financial Corporation (“Regions”) approved 2012 annual bonus opportunities under Regions’ Amended and Restated Management Incentive Plan for certain of its officers and key employees, subject to achievement of certain corporate and/or business unit performance goals and individual performance ratings. The bonus opportunity for Regions’ named executive officers was pro-rated for the portion of Regions’ 2012 fiscal year following its repurchase of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, issued to the U.S. Treasury under the Troubled Asset Relief Program’s Capital Purchase Program. The Amended and Restated Management Incentive Plan is included as Exhibit 10.1 of this Current Report on Form 8-K.

On May 24, 2012, the Committee also approved the form of long-term incentive award agreements and grant of those awards to certain of its officers and key employees. The long-term incentive awards, which are expected to be granted on June 1, 2012, will be made under the Regions Financial Corporation 2010 Long Term Incentive Plan and are structured in the form of restricted stock units, performance stock units and performance units. The vesting of each of these long-term incentive awards is generally contingent on the award recipient remaining employed with Regions through the third anniversary of the date of grant. The vesting and amount of payout under the performance stock unit and performance unit awards is further subject to achievement by Regions of earnings per share (“EPS”) growth and return on tangible equity (“ROTE”) on both an absolute basis and relative to the EPS growth and ROTE of the companies set forth in the award agreement over the three-year performance period for the awards (2012-2014).

The forms of each of the Restricted Stock Unit Award Agreement, Performance Stock Unit Award Agreement and Performance Unit Award Agreement are included as Exhibits 10.2, 10.3 and 10.4 of this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Exhibit

10.1    Regions Financial Corporation Amended and Restated Management Incentive Plan
10.2    Form of Notice and Form of Restricted Stock Unit Award Agreement
10.3    Form of Notice and Form of Performance Stock Unit Award Agreement
10.4    Form of Notice and Form of Performance Unit Award Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    REGIONS FINANCIAL CORPORATION
Date: May 25, 2012     By:   /s/ Fournier J. Gale, III
    Name:   Fournier J. Gale, III
    Title:   Senior Executive Vice President,
      General Counsel and Corporate
      Secretary

Exhibit 10.1

REGIONS FINANCIAL CORPORATION

AMENDED AND RESTATED

MANAGEMENT INCENTIVE PLAN

ARTICLE I

ESTABLISHMENT AND PURPOSES

 

1.1 By this document Regions Financial Corporation (further referenced as “Regions” or the “Corporation”) restates, effective for Plan Years beginning on or after January 1, 2012, the Regions Financial Corporation Amended and Restated Management Incentive Plan (the “Plan”).

 

1.2 The purposes of the Plan are:

 

  A. To optimize Regions’ profitability and growth consistent with its goals and objectives;

 

  B. To pay incentive awards within the Plan that correlate to the relative contributions made by and among Participants;

 

  C. To optimize retention of a highly competent executive, senior and middle management group by providing Participants short-term incentive compensation, which, when combined with base salary, long-term incentive compensation, and benefits, is competitive with other Peer Banks;

 

  D. To encourage accountability on the part of Participants by connecting incentives paid to the performance of organizational units or the individual goals and contributions for which the Participants are responsible; and

 

  E. To encourage teamwork and involvement on the part of Participants by connecting a portion of the incentives paid to the performance of Regions or a business unit of Regions of which they are a part.

ARTICLE II

CERTAIN DEFINITIONS

 

2.1 “Applicable Law” means the laws, statutes, rules, regulations, treaties, directives, guidelines, ordinances, codes, administrative or judicial precedents or authorities and orders of any Governmental Authority as well as the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, decisions, judgments, directed duties, requests, licenses, authorizations, decrees and permits of, and agreements with any Governmental Authority, to which the Corporation or a Participant is a party or by which it is bound, in each case whether or not having the force of law, and all orders, decisions, judgments and decrees of all courts or arbitrators in proceedings or actions to which the Corporation or a Participant is a party or by which it is bound.

 

2.2 “Award” means the payment determined under this Plan to be due to a Participant as a result of performance during a Plan Year, which shall be paid as provided in this Plan and in the form determined by the Committee. However, the Committee or the Chief Executive Officer, as applicable, may in their sole discretion determine that the Awards to be paid hereunder shall be reduced and an amount comparable to the reduction be paid to the Participant under another Regions compensation plan. Such payments shall be subject to the terms of the plan under which they are paid, which may include additional service requirements, and they shall not be deemed to be paid hereunder.

 

2.3 Except as otherwise determined by the Committee, the “Award Date” means that date, as soon as practicable after the applicable performance evaluations are completed, on which awards are paid, but in no event shall be later than March 15 of the year following the Plan Year for which the award is being made.

 

2.4 “Base Compensation” means the base salary earned by a Participant during a Plan Year.

2.5 “Beneficiary” means the beneficiary named by a Participant in writing filed with the Human Resources Executive Compensation Department of the Corporate Human Resources Group. If a Participant does not wish to name a Beneficiary, the Beneficiary under this Plan will be the same as his or her beneficiary under the Regions 401(k) Plan, or any successor thereto, in effect on the date of the Participant’s death. In the event a Participant has not designated a beneficiary under the Regions 401(k) Plan, or any successor thereto, the Participant’s Beneficiary shall be his or her estate.

 

2.6 “Chief Executive Officer” means the Chief Executive Officer of Regions. The Chief Executive Officer administers and interprets the Plan relative to all Participants other than himself, and Operating Committee members. Any decision made by the Chief Executive Officer is final and binding on the non Operating Committee member Participants and their Beneficiaries. The Chief Executive Officer may designate any or all of his responsibilities under this Plan to one or more members of the Operating Committee.

 

2.7 “Code” means the Internal Revenue Code of 1986, as amended.

 

2.8 “Committee” means the Compensation Committee of the Board of Directors of Regions Financial Corporation, or any successor thereto performing similar functions. Any decision made by the Committee is final and binding on Operating Committee member Participants (including the Chief Executive Officer) and their Beneficiaries.

 

2.9 “Corporate Unit” means the performance goals set for the Corporation, which performance shall be measured based on certain factors including, but not limited to, any or all of the following: liquidity, capital, credit, profitability, customer service, and shareholder return.

 

2.10 “Corporation” has the meaning set forth in Section 1.1.

 

2.11 “Governmental Authority” means the United States of America, any state or territory thereof and any federal, state, provincial, city, town, municipality, county or local authority, including without limitation the Board of Governors of the Federal Reserve, the Department of Treasury and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

 

2.12 “An “Officer/Director” is an officer who holds a position as one of the most senior officers of Regions, and is also a member of the Regions Financial Corporation Board of Directors.

 

2.13 “Operating Committee” means the senior executive policy-making committee setting strategic direction for Regions. The members of the Operating Committee are designated by the Chief Executive Officer in his or her sole discretion.

 

2.14 A “Participant” means any full time exempt level employee (including an officer or director who is also an employee) of the Company or any Subsidiary or Affiliate, as recommended for participation by the management of the Company with respect to a specifically designated Plan Year and approved to participate by the Committee or by the Chief Executive Officer, as applicable.

 

2.15 “Peer Banks” are bank holding companies comparable to Regions as approved by the Committee from time to time.

 

2.16 “Plan” has the meaning set forth in Section 1.1.

 

2.17 “Plan Year” means a calendar year.

 

2.18 “Regions” has the meaning set forth in Section 1.1.

 

2.19 A “Sub Unit” means the performance goals with respect to the business unit to which the participant belongs and/or a set of individual goals as established for each Participant from time to time.

 

2.20 A “Unit” means the Corporate Unit or a Sub Unit, as applicable.

 

2

ARTICLE III

PARTICIPATION

 

3.1 A Participant will not be qualified to receive an Award for a Plan Year unless he or she was approved for entry into the Plan by the Committee or by the Chief Executive Officer, as applicable, and is still employed by Regions on the Award Date for the Plan Year. However, retirement, death, disability or an approved leave of absence will not disqualify a Participant; rather, a prorated payment may be approved by the Committee or by the Chief Executive Officer, as applicable, based on the time worked during the Plan Year, and made to the Participant or to his or her Beneficiary, as the case may be. Notwithstanding the foregoing, if a Participant leaves Regions’ employ for any other reason, the Committee or the Chief Executive Officer, as applicable, has the sole discretion to approve an Award of a prorated payment based on the time worked during the Plan Year.

 

3.2 Participation can be approved by the Committee or by the Chief Executive Officer, as applicable, during a Plan Year for a new hire or someone transferring into a position qualifying for participation, as long as the potential Participant is in the position on or before October 1 of the Plan Year. In these cases, the new Participant would receive a prorated payment based on the portion of the Plan Year during which he or she participated.

ARTICLE IV

DETERMINATION OF AWARDS

 

4.1 The most appropriate Unit/Units for goal establishment and performance measurement under this Plan will be determined for each Participant by the Committee or by the Chief Executive Officer, as applicable. The Units will generally be the Corporate Unit and/or Sub Units which may include the organizational business unit of which the participant is a part, and/or a set of individual goals established for Participants for any applicable Plan Year. Each of the Units will be assigned a percentage weighting with of the sum of the weightings totaling 100%. Annual goals and performance criteria will be established for all applicable Units as of the beginning of the Plan Year. Performance with respect to each Unit shall be determined as of the end of the Plan Year based on an assessment of the achievement of the goals established for the Unit as set forth in Section 4.3.

 

4.2 Goals under any Sub Unit that reflect the individual performance of a Participant will be set such that the collective goals will reflect the annual business plan and budget. Once determined, individual goals will be documented within Regions Performance Management system.

 

4.3 Performance with respect to any Sub Units will be recommended by management, and evaluated and approved by the Committee or the Chief Executive Officer, as applicable, based on results achieved relative to goals, and an achievement level ranging from 0.0 to 2.0 will be established for each such Unit for each Participant in accordance with a scale as determined by the Committee and/or the Chief Executive Officer as applicable for each Plan Year.

Overall monitoring of achievement will be performed on a centralized basis by the Executive Compensation Department of the Corporate Human Resources Group. Ratings of performance under the Plan may be required at mid-year and will be required at year-end utilizing the Regions Performance Management system.

 

4.4 Performance with respect to the Corporate Unit will be evaluated and approved by the Committee based on results achieved relative to goals, and an achievement level ranging from 0.0 to 2.0 will be established in accordance with a scale as determined by the Committee for each Plan Year.

 

4.5 The Corporate Unit evaluation, ranging from 0.0 up to 2.0, will be weighted as appropriate and combined with the weighted Sub Unit ratings to calculate the total overall award for any participant.

 

4.6 If the performance of any of the Sub Units or Corporate Unit is anticipated to be rated below target, then the Committee or the Chief Executive Officer, as applicable, has the discretion at any time to reduce Awards for that particular Plan Year; provided, however, that the Committee will make any such determinations with respect to any Awards to the Chief Executive Officer and Operating Committee Participants.

 

3

4.7 A “Base Bonus Opportunity” (“BBO”) will be set for each Participant as a percent of Base Compensation. The BBO will represent the percentage payout associated with the basic achievement of established goals represented by the overall rating (Corporate Unit and Sub Units). An overall performance rating (Sub Units plus Corporate Unit) ranging from 0.0 – 2.0 will determine the payout percentage for a Participant. Subject to Section 4.5 above, a rating of 1.0 will basically indicate that goals have been achieved and that 100% of the BBO will be the payout percentage for a Participant. Overall performance ratings above or below 1.0 can cause the payout percentage to be as high as 200% of the BBO or as low as 0% of the BBO. The actual calculation of the payout percentage is performed by multiplying the BBO by the overall performance rating to arrive at a payout percentage. The Base Compensation for the Plan Year will then be multiplied by the actual payout percentage to determine the actual cash incentive award earned and may also be subject to any adjustment as described in Section 4.5. Notwithstanding the foregoing, the Committee or the Chief Executive Officer, as applicable, shall have the discretion to determine the actual level of payout of an Award.

 

4.8 The Committee or the Chief Executive Officer, as applicable, may determine that the Awards to be paid hereunder shall be reduced and an amount comparable to the reduction be paid to the Participant under another Regions compensation plan, provided such determination does not cause the Award to violate Applicable Law. The Committee or the Chief Executive Officer, as applicable, retains the discretion to direct that no incentive payment be made to a Participant where performance issues are determined to exist regardless of what the results of the calculation might otherwise be.

ARTICLE V

DISTRIBUTION OF AWARDS

 

5.1 Subject to Section 2.10, the Award will be paid in the form determined by the Committee. If the Committee or the Chief Executive Officer, as applicable, determines that the Award be reduced and that a comparable amount shall be paid under another Regions compensation plan, the Participant shall be notified in writing of such determination, and the details of such payment. Awards under another compensation plan shall be subject to the terms of such plan and shall not be deemed to be paid hereunder.

 

5.2 If a Participant dies prior to the Award Date, the designated Beneficiary will be paid the amount of the Award in a lump sum cash payment with the same timing as all other award payments. Subject to special payment dates for Specified Employees, all Awards, including those to beneficiaries, will be paid on an annual basis on or before March 15 after the end of the Plan Year, and will be net of any required federal, FICA, state or local tax withholdings.

ARTICLE VI

MISCELLANEOUS

 

6.1 Regions will not under any circumstances make any payment under this Plan to any assignee or creditor of a Participant or of his or her Beneficiary. Before a Participant actually receives a payment under this Plan, neither he nor she nor a designated Beneficiary has any right, even in anticipation of receiving a payment, to assign, pledge, grant a security interest in, transfer or otherwise dispose of any interest under this Plan. Furthermore, a Participant’s rights cannot be assigned or transferred even by operation of law.

 

6.2 This Plan shall not be deemed to constitute a contract between the Corporation and any Participant, or to be a consideration or an inducement for the employment of any Participant. Nothing contained in the Plan shall be deemed to give any Participant the right to be retained in the service of the Corporation or to interfere with the right of the Corporation to discharge any Participant at any time regardless of the effect which such discharge shall or may have upon the Participant under this Plan.

 

6.3 The Committee can terminate or amend this Plan at any time in its sole discretion. Participants shall be informed of any amendments or the termination of this Plan.

 

6.4 A Participant who receives payment under this Plan is obligated to reimburse the Corporation for the full amount of such payment, and shall forfeit all unpaid payments, if the Participant subsequently discloses any of the Corporation’s trade secrets, violates any written covenants between the Corporation and the Participant, or otherwise engages in conduct that may adversely affect the Corporation’s reputation or business relations. A Participant who engages in such conduct shall forfeit any right to any unpaid portion of a benefit under this Plan. In addition, any amounts paid under this Plan may be subject to claw-back in accordance with the terms of Applicable Law or Company policy, as in effect from time to time.

 

4

6.5 This Plan is to be governed and interpreted as provided in the laws of the State of Alabama.

 

6.6 Neither an executive nor any officer or employee of Regions Financial Corporation or any of its subsidiaries has any claim or right to be included in the Plan or to be granted an Award unless and until (i) he or she has become a Participant for the Plan Year in question and (ii) his or her Award has been made.

 

6.7 The provisions of this Plan are subject to and shall be interpreted to be consistent with Applicable Law, which terms control over the terms of this Plan in the event of any conflict between Applicable Law and this Plan. Notwithstanding anything in this Plan to the contrary, in no event shall the payment of any Award under this Plan be settled, paid or accrued, if any such settlement, payment or accrual would be in violation of Applicable Law.

 

6.8 Payments under this Plan are generally intended to be exempt from Section 409A as a short-term deferral, and the Plan and Awards hereunder will be interpreted and administered consistent with that intent. However, notwithstanding the foregoing and anything to the contrary in this Plan, if a Participant is a “specified employee” as determined pursuant to Section 409A of the Code as of the date of his or her “separation from service” (within the meaning of Final Treasury Regulation 1.409A-1(h)) and if any Award or payment, settlement of an Award or benefit provided hereunder or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Participant to “additional tax”, interest or penalties under Section 409A, then any such payment, settlement or benefit that is payable or that would be settled during the first six months following a Participant’s “separation from service” shall be paid or provided to such Participant on the first regular payroll date of the seventh calendar month following the month in which the Participant’s “separation from service” occurs or, if earlier, at the Participant’s death. In addition, any payment or benefit due upon a termination of a Participant’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to such Participant upon a “separation from service”. For the purposes of this Plan, each Award made pursuant hereto shall be deemed to be a separate payment.

 

 

5

Exhibit 10.2

 

LOGO   

Regions Financial Corporation

ID: 63-0589368

Regions Center

1900 Fifth Avenue North

Birmingham, AL 35203

Notice of Grant of Restricted Stock Unit Award

NAME

 

Grant Date:    ___________________
Units Granted:    [#]
Plan:    Regions Financial Corporation 2010 Long Term Incentive Plan
Vest Date:    [#]

Effective June              , 2012, you have been granted an award of Restricted Stock Units over [#] shares of Stock (the “Award”). Capitalized terms that are not defined in this Notice of Grant are references to defined terms in the Plan or the Award Agreement to which this Notice of Grant is attached. This document is the “Notice of Grant” referred to in the Award Agreement.

These units are subject to the terms and conditions of the Regions Financial Corporation 2010 Long Term Incentive Plan (the “Plan”) and the attached Restricted Stock Unit Award Agreement (the “Award Agreement”).

Except as otherwise provided in the Award Agreement or the Plan, the Award will vest on the date shown below:

 

    

Shares

  

Full Vest

   [#]    June              , 2015

By your signature below, you and Regions agree that this Award is granted under, governed by, and subject to, the terms and conditions of the Plan and the Award Agreement, which is attached hereto and made a part of this Notice of Grant.

Please sign one copy of this Notice of Grant and return it to Executive Compensation, Regions Center, 16 th Floor in the enclosed pre-addressed interoffice envelope.

 

 

Signature                                                                                                   Date

LOGO

PERSONAL & CONFIDENTIAL

RESTRICTED STOCK UNIT AWARD AGREEMENT

Under the

REGIONS FINANCIAL CORPORATION

2010 LONG TERM INCENTIVE PLAN

 

 

You have been granted an award of Restricted Stock Units (the “Award”) under the Regions Financial Corporation 2010 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are incorporated in this document by reference as if fully set forth herein. This document sets out some of the specific terms of your Award and constitutes the Award Agreement required by the Plan. You should retain it for future reference. You should also pay particular attention to the Plan and its prospectus since they set forth other provisions applicable to your Award. Capitalized terms that are not defined in this Award Agreement are references to defined terms in the Plan. The prospectus for the Plan and the Plan document itself provide you helpful information and explanations related to your grant. These documents are currently accessible by logging in to your account at Solium Shareworks, the online equity compensation management system for Regions Financial Corporation (“Regions”). If you do not have access to a personal computer and would like copies of the documents, please contact Executive Compensation at (205) 264-7341. You should note that in the event of any conflict or inconsistency between the provisions of this Award Agreement and the terms and conditions of the Plan, the terms and conditions of this Award Agreement will control.

The grant date of your Award, the number of shares of Stock underlying your Award and the date on which your Award vests, are set forth in the enclosed grant notice (“Notice of Grant”). The Restricted Period for your Award begins on the grant date and ends on the vesting date, at which time all restrictions will lapse, provided you are still employed by Regions or one of its Subsidiaries as of such date (except as provided below). On such date, the Award will be fully vested, and shares of Stock equal to the number of Restricted Stock Units you were granted will be issued and released to your control.

During the Restricted Period, the Restricted Stock Units will be accounted for by the Company in a bookkeeping account. Since this Award constitutes a grant of Restricted Stock Units, there are no voting rights applicable to these Restricted Stock Units. During the Restricted Period, all ordinary cash dividends (as determined by the Committee in its sole discretion) that would have been paid upon shares of Stock underlying these Restricted Stock Units had such shares of Stock been issued will be accumulated (and deemed reinvested in shares of Stock based on the then current value of a share of Stock) and paid at the time and to the extent these Restricted Stock Units are vested (the “Dividend Equivalents”). Upon the lapse of restrictions on these Restricted Stock Units and any Dividend Equivalents, you may elect to satisfy any federal tax withholding requirements in whole or in part by reducing the number of shares of Stock that would otherwise be issued to you, to the extent and in the manner allowed by the Plan.

If, during the Restricted Period, any of the following events occurs, this Award will be treated as described below:

 

  •  

A Change in Control occurs and your employment is terminated by the Company without Cause or by you for Good Reason, in each case, within the twenty-four (24) month period following the Change in Control

 

  •  

Your employment terminates due to your death

 

  •  

Your employment terminates due to your Disability then the Restricted Period and any other trading restrictions imposed upon your Award will lapse, unless otherwise specifically prohibited by applicable laws, rules or regulations, and shares of Stock equivalent to the Stock Units granted under this Award will be issued to you.

  •  

If, prior to delivery of shares of Stock under this Award and any time on or after November 30th of the year during which the Award is granted, you terminate your employment due to retirement (on or after age 65 or on or after you attain age 55 with 10 years of service), then upon your termination of employment, the Restricted Period and any other trading restrictions imposed upon your Award will lapse, unless otherwise specifically prohibited by applicable laws, rules or regulations, and shares of Stock equivalent to the Restricted Stock Units granted under this Award will be issued to you.

 

  •  

If prior to payment of this Award the Company terminates your employment without Cause, the Restricted Period and any other trading restrictions imposed upon your Award will lapse, unless otherwise specifically prohibited by applicable laws, rules or regulations, and shares of Stock equivalent to the Restricted Stock Units granted under this Award will be issued to you, which number shall be pro-rated for the portion of the Restricted Period between the Grant Date and the date your employment terminated.

Notwithstanding anything herein to the contrary, if you are or become eligible for Retirement (within the meaning of the Plan) at any time during the Restricted Period and if you are a “specified employee” at the time you separate from service with Regions, the shares of Stock described above shall be issued to you on the date that is six months after your separation from service, all as determined in accordance with Section 409A of the Code.

If your employment with Regions terminates during the Restricted Period for any reason other than those listed above, your Award will be forfeited as of your termination date.

Any amounts paid or payable or shares of Stock delivered or deliverable under this Award shall be subject to claw-back and/or forfeiture in accordance with the terms of Applicable Law or Company policy, as in effect from time to time.

By signing the enclosed Notice of Grant, you acknowledge that you accept this Award on the terms and conditions set forth in this Award Agreement and the Plan and you further acknowledge and agree as follows: (1) That this Award Agreement and the Plan set forth the entire agreement of Regions and you relating to the subject matter of this document and supersedes and replaces all prior agreements and understandings with respect to such subject matter; (2) that Regions and you have made no agreements, representations or warranties relating to the subject matter of this Award Agreement which are not set forth herein; (3) that no provision of this Award Agreement may be amended, modified or waived unless such amendment, modification or waiver is authorized by the Committee and is agreed to in writing signed by an officer of Regions actually authorized to do so, and (4) that this Award Agreement is binding on Regions’ successors and assigns. You also agree that Regions, the Board and the Committee, in their oversight and conduct of the business and affairs of Regions, may in good faith cause Regions to act or fail to act in a way that prevents this Award from vesting. This Award Agreement is not intended to and will not be interpreted to impose any liability upon Regions, the Board, the Committee or any officer, agent or employee of Regions for any forfeiture of the Award that results from such action or omission.

I congratulate you on your award and thank you for your continued service to Regions!

REGIONS FINANCIAL CORPORATION

By:

Name:

Title:

Exhibit 10.3

 

LOGO

 

NAME          June              , 2012
Address Line 1         
Address Line 2         

Dear NAME:

Pursuant to the terms and conditions of the Company’s 2010 Long Term Incentive Plan (the “Plan”) and the attached Award Agreement (within the meaning of the Plan), you have been granted a Performance Stock Unit Award over a target number of shares of Stock as outlined below (the “Target Grant”). Capitalized terms that are not defined in this Notice of Grant are references to defined terms in the Plan or the Award Agreement to which this Notice of Grant is attached. This document is the “Notice of Grant” referred to in the Award Agreement.

 

   Granted To:    <NAME>
   Grant Date:    June          , 2012
   Performance Vesting Period:    January 1, 2012 ending December 31, 2014
   Service Vesting Period:    June          , 2012 ending June          , 2015
   Target Grant:    <shares>

Subject to the terms of the Plan, the Award Agreement and this Notice of Grant, your satisfying the Service Vesting Period requirements set forth below and depending on the Company’s achievement of the Performance Goals specified below during the period beginning January 1, 2012 and ending December 31, 2014 (the “Performance Vesting Period”), you will be entitled to the number of shares of Stock, if any, based on a percentage of the Target Grant as determined below, with the maximum award equal to 200% of the Target Grant. The number of shares of Stock to be delivered under this Award shall be based upon the Company’s achievement of the following performance criteria (the “Performance Goals”) as certified by the Committee: (i) the Company’s earnings per share (“EPS”) growth on both an absolute basis and relative to the EPS growth of the companies (the “Peer Group”) listed on Schedule A attached hereto (“EPS Goal”); and (ii) the Company’s return on tangible equity (“ROTE”) on both an absolute basis and relative to the ROTE of the Peer Group (“ROTE Goal”) in accordance with the matrices as set forth on Schedule A attached hereto. Each of the EPS Goal and the ROTE Goal shall be weighted 50% in determining payout of the Award. In order to be eligible to receive the number of shares of Stock determined in accordance with the foregoing, you must remain employed with the Company or one of its Subsidiaries through the third anniversary of the Grant Date set forth above (the “Service Vesting Period”) except as otherwise provided in the Performance Share Unit Agreement.

By your signature below, you and Regions agree that this Award is granted under and governed by the terms and conditions of the Plan, the Award Agreement and this Notice of Grant.

Please sign one copy of this document and return it to Executive Compensation, Regions Center, 16 th Floor in the enclosed pre-addressed interoffice envelope.

Signed:                                                                                                                                                     Date:                                                   

 

LOGO

PERSONAL & CONFIDENTIAL

PERFORMANCE STOCK UNIT AWARD AGREEMENT

Under the

REGIONS FINANCIAL CORPORATION

2010 LONG TERM INCENTIVE PLAN

 

 

You have been granted a Performance Award in the form of performance stock units (“PSUs”) over shares of Stock (the “Award”) under the Regions Financial Corporation 2010 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are incorporated in this document by reference as if fully set forth herein. This document sets out some of the specific terms of your Award and constitutes the Award Agreement required by the Plan. You should retain it for future reference. You should also pay particular attention to the Plan and its prospectus since they set forth other provisions applicable to your Award. Capitalized terms that are not defined in this Award Agreement are references to defined terms in the Plan. The prospectus for the Plan and the Plan document itself provide you helpful information and explanations related to your grant. These documents are currently accessible by logging in to your account at Solium Shareworks, the online equity compensation management system for Regions Financial Corporation (“Regions”). If you do not have access to a personal computer and would like copies of the documents, please contact Executive Compensation at (205) 264-7341. You should note that in the event of any conflict or inconsistency between the provisions of this Award Agreement and the terms and conditions of the Plan, the terms and conditions of this Award Agreement will control.

The grant date of your Award, the date on which your Award vests and the vesting conditions for your Award are set forth in the enclosed grant notice (“Notice of Grant”). The number of PSUs referenced in the Notice of Grant is the target number of PSUs subject to this grant (“Target Grant”). The number of shares of Stock payable under this Award is contingent upon the extent to which the performance goals specified in the Notice of Grant (the “Performance Goals”) are determined to be achieved. Except as otherwise specified herein, at the end of the performance period (including any service-based vesting period) specified in the Notice of Grant (the “Performance Period”), the Committee shall certify the level of achievement of the Performance Goals and shall determine the number of shares of Stock, if any, payable to you under this Award. In order to receive such shares of Stock, you must still be employed by Regions or one of its Subsidiaries through the end of the Performance Period (except as provided below). On such date, the number of shares of Stock payable under this Award will be issued and released to your control.

During the Performance Period, the PSUs will be accounted for by the Company in a bookkeeping account. Since this Award constitutes a grant of PSUs, there are no voting rights applicable to these PSUs. During the Performance Period, all ordinary cash dividends (as determined by the Committee in its sole discretion) that would have been paid upon shares of Stock underlying these PSUs (based on maximum achievement of the Performance Goals) had such shares of Stock been issued will be accumulated (and deemed reinvested in shares of Stock based on the then current value of a share of Stock) and paid at the time and based on the actual number of shares of Stock that are paid out under this Award (the “Dividend Equivalents”). Upon vesting of the PSUs and any Dividend Equivalents, you may elect to satisfy any federal tax withholding requirements in whole or in part by reducing the number of shares of Stock that would otherwise be issued to you, to the extent and in the manner allowed by the Plan.

If, prior to delivery of shares of Stock under this Award, any of the following events occurs, this Award will be treated as described below:

  •  

Your employment terminates due to your death, then as soon as practicable following your death, the Performance Period and any other trading restrictions imposed upon your Award will lapse, unless otherwise specifically prohibited by applicable laws, rules or regulations, and shares of Stock equivalent to the Target Grant under this Award will be issued to your estate.

 

  •  

Your employment terminates due to your Disability, then the Award will continue to vest in accordance with its terms and you will be entitled to receive the number of shares of Stock, if any, at the end of the Performance Period that you otherwise would have received ( i.e. , based on actual achievement of the Performance Goals) had your employment with Regions continued through the date of delivery of such Stock. In the event your employment terminates due to your Disability and your death occurs prior to the end of the Performance Period, then as soon as practicable following your death, the Performance Period and any other trading restrictions imposed upon your Award will lapse, unless otherwise specifically prohibited by applicable laws, rules or regulations, and shares of Stock equivalent to the Target Grant under this Award will be issued to your estate.

 

  •  

If, prior to delivery of shares of Stock under this Award and any time on or after November 30th of the year during which the Award is granted, you terminate your employment due to retirement (on or after age 65 or on or after you attain age 55 with 10 years of service), then the Award will continue to vest in accordance with its terms and you will be entitled to receive the number of shares of Stock, if any, at the end of the Performance Period that you otherwise would have received ( i.e. , based on actual achievement of the Performance Goals) had your employment with Regions continued through the date of delivery of such Stock.

 

  •  

If prior to payment of this Award the Company terminates your employment without Cause, then the Award will continue to vest in accordance with its terms and you will be entitled to receive the number of shares of Stock, if any, at the end of the Performance Period that you otherwise would have received ( i.e ., based on actual achievement of the Performance Goals) had your employment with Regions continued through the payment date, which amount shall be pro-rated for the portion of the Performance Period between the Grant Date and the date your employment terminated.

 

  •  

Notwithstanding anything in the Plan to the contrary, in the event a Change in Control occurs then, upon the Change in Control, the Award will convert to a Restricted Stock Unit over the number of shares of Stock underlying the Target Grant, which Restricted Stock Unit shall vest and become payable in accordance with the service-based vesting conditions set forth in the Notice of Grant, provided you are still employed by the Company as of such payment date. Notwithstanding the foregoing, if your employment is terminated by the Company without Cause or by you for Good Reason, in each case, within the twenty-four (24) month period following the Change in Control, such Restricted Stock Unit shall immediately vest and become payable.

If your employment with Regions terminates during the Performance Period for any reason other than those listed above, your Award will be forfeited as of your termination date.

Any amounts paid or payable or shares of Stock delivered or deliverable under this Award shall be subject to claw-back and/or forfeiture in accordance with the terms of Applicable Law or Company policy, as in effect from time to time.

By signing the enclosed Notice of Grant, you acknowledge that you accept this Award on the terms and conditions set forth in this Award Agreement and the Plan and you further acknowledge and agree as follows: (1) That this Award Agreement and the Plan set forth the entire agreement of Regions and you

relating to the subject matter of this document and supersedes and replaces all prior agreements and understandings with respect to such subject matter; (2) that Regions and you have made no agreements, representations or warranties relating to the subject matter of this Award Agreement which are not set forth herein; (3) that no provision of this Award Agreement may be amended, modified or waived unless such amendment, modification or waiver is authorized by the Committee and is agreed to in writing signed by an officer of Regions actually authorized to do so, and (4) that this Award Agreement is binding on Regions’ successors and assigns. You also agree that Regions, the Board and the Committee, in their oversight and conduct of the business and affairs of Regions, may in good faith cause Regions to act or fail to act in a way that prevents this Award from vesting. This Award Agreement is not intended to and will not be interpreted to impose any liability upon Regions, the Board, the Committee or any officer, agent or employee of Regions for any forfeiture of the Award that results from such action or omission.

I congratulate you on your award and thank you for your continued service to Regions!

REGIONS FINANCIAL CORPORATION

By:

Name:

Title:

Exhibit 10.4

 

LOGO

 

NAME          June              , 2012
Address Line 1         
Address Line 2         

Dear NAME:

Pursuant to the terms and conditions of the Company’s 2010 Long Term Incentive Plan (the “Plan”) and the attached Award Agreement (within the meaning of the Plan), you have been granted a Performance Award over a number of performance units (“PUs”) with a target value as outlined below (the “Target Value”). Capitalized terms that are not defined in this Notice of Grant are references to defined terms in the Plan or the Award Agreement to which this Notice of Grant is attached. This document is the “Notice of Grant” referred to in the Award Agreement.

 

   Granted To:    <NAME>
   Grant Date:    June          , 2012
   Performance Vesting Period:    January 1, 2012 ending December 31, 2014
   Service Vesting Period:    June          , 2012 ending June          , 2015
   Target Value:    <$$>

Subject to the terms of the Plan, the Award Agreement and this Notice of Grant, your satisfying the Service Vesting Period requirements set forth below and depending on the Company’s achievement of the Performance Goals specified below during the period beginning January 1, 2012 and ending December 31, 2014 (the “Performance Vesting Period”), you will be entitled to a cash payment equal to the value of the PUs, if any, based on a percentage of the Target Value as determined below, with the maximum payment equal to 200% of the Target Value. The value of the PUs to be paid under this Award, if any, shall be based upon the Company’s achievement of the following performance criteria (the “Performance Goals”) as certified by the Committee: (i) the Company’s earnings per share (“EPS”) growth on both an absolute basis and relative to the EPS growth of the companies (the “Peer Group”) listed on Schedule A attached hereto (“EPS Goal”); and (ii) the Company’s return on tangible equity (“ROTE”) on both an absolute basis and relative to the ROTE of the Peer Group (“ROTE Goal”) in accordance with the matrices set forth on the Schedule A attached hereto. Each of the EPS Goal and the ROTE Goal shall be weighted 50% in determining payout of the Award. In order to be eligible to receive the cash payment determined in accordance with the foregoing, you must remain employed with the Company or one of its Subsidiaries through the third anniversary of the Grant Date set forth above (the “Service Vesting Period”) except as otherwise provided for in the Performance Unit Award Agreement.

By your signature below, you and Regions agree that this Award is granted under and governed by the terms and conditions of the Plan, the Award Agreement and this Notice of Grant.

Please sign one copy of this document and return it to Executive Compensation, Regions Center, 16 th Floor in the enclosed pre-addressed interoffice envelope.

Signed:                                                                                                                                     Date:                                                  

LOGO

PERSONAL & CONFIDENTIAL

PERFORMANCE UNIT AWARD AGREEMENT

Under the

REGIONS FINANCIAL CORPORATION

2010 LONG TERM INCENTIVE PLAN

 

 

You have been granted a Performance Award in the form of performance units (“PUs”) payable in cash (the “Award”) under the Regions Financial Corporation 2010 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are incorporated in this document by reference as if fully set forth herein. This document sets out some of the specific terms of your Award and constitutes the Award Agreement required by the Plan. You should retain it for future reference. You should also pay particular attention to the Plan and its prospectus since they set forth other provisions applicable to your Award. Capitalized terms that are not defined in this Award Agreement are references to defined terms in the Plan. The prospectus for the Plan and the Plan document itself provide you helpful information and explanations related to your grant. These documents are currently accessible by logging in to your account at Solium Shareworks, the online equity compensation management system for Regions Financial Corporation (“Regions”). If you do not have access to a personal computer and would like copies of the documents, please contact Executive Compensation at (205) 264-7341. You should note that in the event of any conflict or inconsistency between the provisions of this Award Agreement and the terms and conditions of the Plan, the terms and conditions of this Award Agreement will control.

The grant date of your Award, the date on which your Award vests and the vesting conditions for your Award are set forth in the enclosed grant notice (“Notice of Grant”). The number of PUs referenced in the Notice of Grant is the target number of PUs subject to this grant. The value of the PUs that become payable under this Award, if any, is contingent upon the extent to which the performance goals specified in the Notice of Grant (the “Performance Goals”) are determined to be achieved. Except as otherwise specified herein, at the end of the performance period (including any service-based vesting period) specified in the Notice of Grant (the “Performance Period”), the Committee shall certify the level of achievement of the Performance Goals and shall determine the value of the PUs, if any, payable to you under this Award. In order to receive a payout of your PUs, you must still be employed by Regions or one of its Subsidiaries through the end of the Performance Period under this Award is made (except as provided below). On such date, you will receive a cash payment equal to the aggregate value of your PUs.

If, prior to payment of the PUs under this Award, any of the following events occurs, this Award will be treated as described below:

 

  •  

Your employment terminates due to your death, then as soon as practicable following your death, the Performance Period will lapse, unless otherwise specifically prohibited by applicable laws, rules or regulations, and the PUs will vest based on target achievement of the Performance Goals and cash equal to the Target Value (as defined in the Notice of Grant) will be paid to your estate.

 

  •  

Your employment terminates due to your Disability, then the Award will continue to vest in accordance with its terms and you will be entitled to receive the cash payment under the PUs, if any, at the end of the Performance Period that you otherwise would have received ( i.e. , based on actual achievement of the Performance Goals) had your employment with Regions continued through the payment date.

 

In the event your employment terminates due to your Disability and your death occurs prior to the end of the Performance Period, then as soon as practicable following your death, the Performance Period will lapse, unless otherwise specifically prohibited by applicable laws, rules or regulations and cash equal to the Target Value (as defined in the Notice of Grant) will be paid to your estate.

 

  •  

If, prior to payment of this Award and any time on or after November 30th of the year during which the Award is granted, you terminate your employment due to retirement (on or after age 65 or on or after you attain age 55 with 10 years of service), then the Award will continue to vest in accordance with its terms and you will be entitled to receive the cash payment under the PUs, if any, at the end of the Performance Period that you otherwise would have received ( i.e. , based on actual achievement of the Performance Goals) had your employment with Regions continued through the payment date[, which amount shall be pro-rated for the portion of the Performance Period between the Grant Date and the date your employment terminated].

 

  •  

If, prior to payment of this Award the Company terminates your employment without Cause, then the Award will continue to vest in accordance with its terms and you will be entitled to receive the cash payment under the PUs, if any, at the end of the Performance Period that you otherwise would have received ( i.e. , based on actual achievement of the Performance Goals) had your employment with Regions continued through the payment date, which amount shall be pro-rated for the portion of the Performance Period between the Grant Date and the date your employment terminated.

 

  •  

Notwithstanding anything in the Plan to the contrary, in the event a Change in Control occurs then, upon the Change in Control, the value of the PUs under the Award will be locked in at the Target Value and shall vest and become payable in accordance with the service-based vesting conditions set forth in the Notice of Grant, provided you are still employed by the Company as of such payment date. Notwithstanding the foregoing, if your employment is terminated by the Company without Cause or by you for Good Reason, in each case, within the twenty-four (24) month period following the Change in Control, such PUs shall immediately vest and become payable.

If your employment with Regions terminates during the Performance Period for any reason other than those listed above ), your Award will be forfeited as of your termination date.

Any amounts paid or payable under this Award shall be subject to claw-back and/or forfeiture in accordance with the terms of Applicable Law or Company policy, as in effect from time to time.

By signing the enclosed Notice of Grant, you acknowledge that you accept this Award on the terms and conditions set forth in this Award Agreement and the Plan and you further acknowledge and agree as follows: (1) That this Award Agreement and the Plan set forth the entire agreement of Regions and you relating to the subject matter of this document and supersedes and replaces all prior agreements and understandings with respect to such subject matter; (2) that Regions and you have made no agreements, representations or warranties relating to the subject matter of this Award Agreement which are not set forth herein; (3) that no provision of this Award Agreement may be amended, modified or waived unless such amendment, modification or waiver is authorized by the Committee and is agreed to in writing signed by an officer of Regions actually authorized to do so, and (4) that this Award Agreement is binding on Regions’ successors and assigns. You also agree that Regions, the Board and the Committee, in their oversight and conduct of the business and affairs of Regions, may in good faith cause Regions to

act or fail to act in a way that prevents this Award from vesting. This Award Agreement is not intended to and will not be interpreted to impose any liability upon Regions, the Board, the Committee or any officer, agent or employee of Regions for any forfeiture of the Award that results from such action or omission.

I congratulate you on your award and thank you for your continued service to Regions!

REGIONS FINANCIAL CORPORATION

By:

Name:

Title: