RETIREMENT AGREEMENTEmployee Benefits Plan Agreement |
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Exhibit 10.1
RETIREMENT AGREEMENT
This Retirement Agreement (this “ Agreement ”) by and between Regions Financial Corporation, a Delaware corporation (the “ Company ”) and Jackson W. Moore (the “ Executive ”) is dated as of November 6, 2007 (the “ Effective Date ”).
WHEREAS, the Executive is party to an Employment Agreement with the Company dated May 24, 2006, as subsequently amended on January 31, 2007 (the “ Employment Agreement ”); and
WHEREAS, the Executive intends to retire from service with the Company, and in connection therewith, the Company and the Executive wish to set forth their mutual agreement as to the terms and conditions of such retirement;
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
1. Resignation . Effective as of December 31, 2007 (the “ Retirement Date ”, which shall be deemed the “Date of Termination” for all purposes of the Employment Agreement), the Executive hereby resigns from his employment with the Company, from his position as a member of the Board of Directors of the Company, and from all other positions he holds as an officer or member of the board of directors of any of the Company’s subsidiaries or affiliates (the Company and all of its subsidiaries and affiliates are hereinafter referred to collectively as the “ Affiliated Entities ”). Such retirement shall be treated as a termination of the Executive’s employment for “Good Reason” for purposes of the Employment Agreement and, to the extent relevant, for purposes of all other agreements between the Executive and the Affiliated Entities or compensation and benefit arrangements sponsored or maintained by any of the Affiliated Entities (and if any such arrangement does not include a Good Reason concept, shall be treated as a termination without “cause”); provided, however , to the extent the Executive satisfies any “retirement” based rule of any compensation or benefit agreement with or arrangement sponsored or maintained by any of the Affiliated Entities that provides for more beneficial treatment to the Executive, the Executive shall be afforded such more beneficial treatment. The Company and the Executive shall take all steps necessary to ensure that any termination described in this Section 1 constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the “Retirement Date.”
2. Compensation Matters .
(a) Employment Agreement Payment . The Company shall, on the first regular payroll date following the six-month anniversary of the Retirement Date (the “ Delayed Payment Date ”), pay to the Executive the amounts set forth on Schedule A, plus interest thereon from the Retirement Date through the Delayed Payment Date (such six-month period of delay, the “ 409A Delay Period ”) at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (the “ Applicable Federal Rate ”), which payment is equal to the sum of the amounts payable to the Executive under Sections 5(a)(i)(A)(2) and 5(a)(i)(B) of the Employment Agreement.
(b) Equity Compensation Awards . Pursuant to Section 5(a)(ii) of the Employment Agreement, all stock options, restricted stock and other equity-based compensation
awards outstanding as of the Retirement Date and held by the Executive shall vest in full on the Retirement Date, with any stock options to remain fully exercisable for the remainder of their full term. Attached hereto as Schedule B is a schedule of the Executive’s outstanding equity awards, which includes with respect to stock options the exercise price and the date of expiration.
(c) Continued Medical Benefits . In accordance with the terms of the Employment Agreement, the Company shall provide the Executive and his spouse with the Medical Benefits (as defined in Section 3(b)(iv) of the Employment Agreement) from the Retirement Date and for the remainder of each of the lives of the Executive and his current spouse. The Medical Benefits shall be provided in such a manner that (i) until the Executive attains age 65, such benefits (and the costs and premiums thereof) will be provided so that the provision of such benefits does not cause the Executive or his spouse to incur any income taxes and (ii) after the Executive attains age 65, the Company’s portion of the deemed premium shall be imputed as income to the Executive for income tax purposes. Throughout the period that the Medical Benefits are provided to the Executive and his spouse, the Executive’s percentage contribution toward the cost of the Medical Benefits shall be no greater than the Executive’s percentage contribution as in effect on the Retirement Date.
(d) Deferred Compensation Benefits . The Executive’s account balance under the Union Planters Corporation Directors Deferred Compensation Agreement (the “ Union Planters Plan ”), plus any deferrals made by the Executive thereunder (and any matching contributions thereon) from the date hereof through the Retirement Date shall be paid to the Executive in ten equal annual installments, with interest on the undistributed portion of the account balance to accrue through the final payment date and to be paid proportionately with each installment payment, with the first such installment payment commencing on the Delayed Payment Date. The Executive’s account balance with respect to deferrals made prior to January 1, 2005 under the Regions Financial Corporation Amended and Restated 1996 Deferred Compensation Plan for Executives of Former Union Planters Corporation (the “ Regions Plan ”), plus any deferrals made by the Executive thereunder (and any matching contributions thereon) from the date hereof through the Retirement Date shall be paid to the Executive in a lump sum on the Retirement Date, with such account balance to be valued as of the Retirement Date, and the Executive’s account balance with respect to deferrals made on or after January 1, 2005 under the Regions Plan shall be paid to the Executive in a lump sum on the Delayed Payment Date, with such account balance to be valued as of the Retirement Date and with interest to be paid on such balance at the Applicable Federal Rate through the Delayed Payment Date. Attached hereto as Schedule C is a schedule of the Executive’s account balances under each of the Union Planters Plan and the Regions Plan as of the valuation date set forth on such Exhibit.
(e) Other Vested Benefits . Within 30 days following the Retirement Date, the Company shall pay the Executive any accrued but unpaid base salary and shall reimburse the Executive in accordance with the Company’s policies for any reimbursable expenses incurred through the Retirement Date. Amounts that are vested benefits or that the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any other contract with the Company or the Affiliated Entities at or subsequent to the Retirement Date shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except to the extent modified by this Agreement. For the avoidance of doubt, the ING life insurance policy on the Executive’s life shall continue in full force and effect through October 31, 2008.
(f) Office and Secretarial Benefits . From the Retirement Date until November 4, 2008, the Company shall provide the Executive with (i) fully furnished office space at the Company’s offices at 6200 Poplar in Memphis, Tennessee, which office shall have accoutrements (including office equipment and supplies) comparable to those of the Executive’s office at such location prior to his relocation to Alabama, and (ii) continued secretarial support from Jesse






