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EXHIBIT 99.1
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS
AGREEMENT, originally made and entered into as of December 1,
1989
with Union Planters Corporation, amended
and restated on April 17, 1997, and
further amended on September 26, 2000 and
January 22, 2004, is further amended
and restated in its entirety as of June 29,
2005, by and between Regions
Financial Corporation (the "Company"), a
Delaware corporation and successor in
interest to Union Planters Corporation, and
Jackson W. Moore ("Officer").
WITNESSETH:
WHEREAS,
it is the intention and desire of the parties to enter into a
formal agreement whereby two principal
purposes will be served, to wit:
A.
The
Company will have the benefit of the employment of Officer
during the period covered by this
Agreement; and
B.
Officer
will be an executive of the Company during the Period
hereinafter defined.
NOW,
THEREFORE, in consideration of the employment of Officer by the
Company, of the mutual promises, covenants,
representations and warranties
contained herein, the receipt and
sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally
bound, agree as follows:
SECTION 1
EMPLOYMENT AND TERM
1.1
Employment. The
Company hereby employs Officer, and Officer hereby
accepts such employment to perform the
duties described in Section 2 of this
Agreement.
1.2
Term.
(a) Base Term. The current term of employment is scheduled to
expire
on December 31, 2005, unless such term of
employment is extended or terminated
by agreement of the parties or as provided
herein.
(b) Extended Term in the Event of a Change in Control.
Notwithstanding any other provision hereof
to the contrary, this Agreement shall
be renewable for one (1) additional three
(3) year term, at Officer's option,
exercisable by him immediately prior to,
upon or at any time following the
occurrence of any one of the following
events (a "Change in Control"):
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(i) The
acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under
the Securities Exchange Act of 1934,
as amended) of 25% or more of either (A)
the then outstanding shares of common
stock of the Company (the "Outstanding
Company Common Stock") or (B) the
combined voting power of the then
outstanding voting securities of the Company
entitled to vote generally in the election
of directors (the "Outstanding
Company Voting Securities"); provided,
however, that for purposes of this
subsection (i), the following acquisitions
shall not constitute a Change in
Control: (w) any acquisition directly from
the Company, (x) any acquisition by
the Company, (y) any acquisition by any
employee benefit plan (or related trust)
sponsored or maintained by the Company or
any corporation controlled by the
Company, or (z) any acquisition by any
Person pursuant to a transaction which
complies with clauses (A), (B) and (C) of
subsection (iii) of this Section
1.2(b); or
(ii) Individuals who,
as of the date hereof, constitute the Board
of Directors of the Company (the "Incumbent
Board") cease for any reason to
constitute at least a majority of the
Board; provided, however, that any
individual becoming a director subsequent
to the date hereof whose election, or
nomination for election by the Company's
shareholders, was approved by a vote of
at least a majority of the directors then
comprising the Incumbent Board shall
be considered as though such individual
were a member of the Incumbent Board,
but excluding, for this purpose, any such
individual whose initial assumption of
office occurs as a result of an actual or
threatened election contest with
respect to the election or removal of
directors or other actual or threatened
solicitation of proxies or consents by or
on behalf of a Person other than the
Board; or
(iii) Consummation of a reorganization, merger or consolidation
or
sale or other disposition of all or
substantially all of the assets of the
Company (a "Business Combination"), in each
case, unless, following such
Business Combination,
(A) all or substantially all of the individuals and entities
who were
the beneficial owners, respectively, of the Outstanding Company
Common
Stock and outstanding Company Voting Securities immediately
prior
to such
Business Combination beneficially own, directly or indirectly,
more than 65%
of, respectively, the then outstanding shares of common
stock and
the combined voting power of the then outstanding voting
securities
entitled to vote generally in the election of directors, as the
case may
be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of
such
transaction owns the Company or all or substantially all of the
Company's
assets
either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
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immediately prior to such Business Combination of the
Outstanding
Company Common Stock and Outstanding Company Voting Securities,
as
the case may be, and
(B) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or
related
trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly,
25%
or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination
or
the combined voting power of the then outstanding voting
securities
of such corporation except to the extent that such ownership
existed
prior to the Business Combination, and
(C) at least a majority of the members of the board of
directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of
the
execution of the initial agreement, or of the action of the
Board,
providing for such Business Combination.
The renewal term shall commence on the later of (i) the date of
notice of said three-year renewal, or (ii)
the date of the Change in Control,
and any remaining period of the current
employment term, and any extension
thereof, shall be canceled.
The parties hereto agree and acknowledge that, solely for
purposes
of this Agreement, and except as otherwise
specifically set forth in herein, a
Change in Control shall be deemed not to
have occurred as a result of the merger
as of July 1, 2004 of Union Planters
Corporation and Regions Financial
Corporation (the "UPC Merger") (the parties
hereto agree that this shall have no
effect on any other plans and agreements of
Union Planters, and/or on the stock
options, restricted stock and other equity
holdings of Officer, pursuant to
which a change in control as defined under
the relevant plans and agreements
will have occurred as of the effective date
of the UPC Merger). Notwithstanding
this paragraph, and in recognition that a
change in the ownership or effective
control of Union Planters Corporation as
defined in Section 280G of the Internal
Revenue Code of 1986, as amended, occurred
by reason of the UPC Merger, the
provisions of Sections 1.2(f) and 1.2(g) of
this Agreement were immediately
applicable to Officer as of the effective
date of the UPC Merger.
(c) Self-Termination after Change in Control. Notwithstanding
any
other provision herein to the contrary
other than the following paragraph, upon
a Change in Control and exercise of the
option to renew for three (3) years,
Officer may at any time thereafter during
the extended term of this Agreement,
at his sole discretion, resign from
employment hereunder without penalty upon 90
days written notice setting forth the
effective date of said resignation. Upon
resignation of Officer, Officer shall be
entitled to receive a lump sum payment
equal to (i) three (3) times Officer's
Final Average Earnings (as defined in the
following sentence), plus (ii) any Excise
Tax Gross-Up Payment
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payable under Section 1.2(f). For purposes
of this Agreement, Officer's Final
Average Earnings shall be the sum of (i)
his highest base salary in effect
during any calendar year preceding his
termination of employment, including the
year in which such termination occurs, and
(ii) his highest annual bonus payable
with respect to any calendar year preceding
his termination of employment,
including the year in which such
termination occurs. Said lump sum payment shall
be payable in cash on the effective date of
Officer's resignation. If for any
reason the lump sum payment is not paid on
the date specified, then, in addition
to the lump sum payment, the Company shall
pay interest thereon at the maximum
rate permissible by law and shall continue
to pay Officer monthly compensation,
which shall not be a credit against the
lump sum payment, in an amount equal to
one-twelfth (1/12) of Officer's Final
Average Earnings until such lump sum is
paid.
After the effective date of the UPC Merger, this Section 1.2(c)
shall apply to Officer, and Officer shall
become entitled to receive payments
and benefits hereunder, only in the
following circumstances: (i) if there occurs
a Change in Control of the Company other
than the UPC Merger, or (ii) if, other
than as a result of termination of
Officer's employment by the Company for Cause
as defined under Section 4.1 or due to
Officer's death or Disability as defined
under Section 4.2(c) or Officer's
termination of his employment as contemplated
by Section 4.4, (A) the Company fails to
appoint Officer to the position of
Chief Executive Officer of the Company upon
the expiration of the Initial Period
(as defined in Section 2.1 hereof), (B) the
Company removes Officer from the
position of Chief Executive Officer before
commencement of the Third Period (as
defined in Section 2.1 hereof), or (C)
Officer fails to become the Chairman of
the Board of Directors and Chief Executive
Officer upon the expiration of the
Second Period (as defined in Section 2.1
hereof). With respect to clause (ii) of
the foregoing sentence, the date of the
"Change in Control" hereunder shall be
deemed to be the date Officer receives
notice of either such failure or removal.
(d) Annual Extension. On December 31 of each year, unless the
Company notifies Officer that his
employment under this Agreement will not be
extended, his employment under this
Agreement shall automatically be extended
for a one (1) year period from such term
set forth in Section 1.2(a) on the same
terms and conditions as are set forth
herein; provided, however, that the term
of this Agreement may be extended only to
such time as will provide for a term
ending at age sixty-five (65) years. If the
Company elects not to extend
Officer's employment under this Agreement,
as provided in the preceding
sentence, it shall do so by notifying
Officer in writing within sixty (60) days
prior to the applicable December 31 date.
If the Company so elects not to extend
Officer's employment under this Agreement,
Officer shall have the right to
either remain as an employee for the
remaining term of this Agreement (subject
to Officer's right to extend this Agreement
under Section 1.2(b) at any time
during the remaining term if a Change in
Control other than the UPC Merger has
occurred or shall occur) or terminate this
Agreement at any time during said
term and receive in a lump sum on the date
of termination an amount equal to
three (3) times his Final Average Earnings
(as defined in Section 1.2(c)), plus
any Excise Tax Gross-Up Payments required
by Section 1.2(f). If for any reason
the lump payment is not paid on the date
specified, then, in
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addition to the lump sum payment, the
Company shall pay interest thereon at the
maximum rate permissible by law and shall
continue to pay Officer monthly
compensation, which shall not be a credit
against the lump sum payment, in an
amount equal to one-twelfth (1/12) of
Officer's Final Average Earnings until
such lump sum payment is paid. The Company
shall also pay to Officer such
termination bonus as the Company's Board of
Directors may, in its discretion,
determine. Officer's date of termination
shall be the December 31 following his
election to terminate this Agreement.
Additionally, in the event this Agreement
is not extended, all options, stock
appreciation rights, and other awards in the
nature of rights that may be exercised, and
all awards of restricted stock, if
any, issued to Officer under all stock
incentive plans of the Company shall
immediately vest and be exercisable by
Officer and all restrictions thereon
shall lapse.
The parties hereto acknowledge and agree that any termination by
the
Company of Officer's employment hereunder,
and/or any removal by the Company of
Officer from the position of Chief
Executive Officer of the Company after
commencement of the Third Period (as
defined in Section 2.1 hereof) (in each
case, other than as a result of termination
of Officer's employment by the
Company for Cause, Officer's death or
Disability or Officer's termination of his
employment as contemplated by Section 4.4),
shall be deemed to be an immediate
election by the Company not to extend
Officer's employment hereunder pursuant to
this Section 1.2(d) and, in the case of any
such termination shall be deemed an
immediate election by Officer, and in the
case of such removal, shall, at the
sole option of Officer, be deemed an
immediate election by Officer, to terminate
this agreement and receive the payments and
benefits provided for in this
Section 1.2(d), in each case as of the date
Officer receives notice of either
such termination or removal (for purposes
of clarity, this sentence shall have
no impact on the ability of Officer (or his
estate or beneficiaries, as the case
may be) to receive the payments and
benefits set forth in Section 4.2(c) in the
event of Officer's death or
Disability).
(e) Elimination of Gross-Up for Income and Employment Taxes.
Pursuant to that certain letter of
understanding between Officer and the
Company, dated as of May 16, 2005 attached
hereto as Exhibit A (the "Letter of
Understanding"), Officer shall have no
rights to any gross-up payment for income
or employment taxes on compensation Officer
receives from the Company from and
after May 16, 2005 (whether related to past
or future services for Union
Planters Corporation or Regions Financial
Corporation), including without
limitation the income tax gross-up
provisions formerly described in Section
1.2(e) of this Agreement and any formal or
informal policy that may have applied
as a matter of past practice to gross-up
for income or employment taxes in
connection with the vesting or exercise of
equity awards or the distribution of
any deferred compensation or retirement
benefits; provided, however, that
nothing herein is intended to or shall
eliminate or impact in any way the
provisions of Section 1.2(f) of this
Agreement, including any gross-up for
income and employment taxes incurred with
respect to any Excise Tax Gross-Up
Payment (as defined in Section 1.2(f)).
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(f) Excise Tax
Gross-Up Payment. Anything in this Agreement to the
contrary notwithstanding and except as set
forth below, in the event it shall be
determined that any payment or distribution
by the Company to or for the benefit
of Officer (whether paid or payable or
distributed or distributable pursuant to
the terms of this Agreement or otherwise,
but determined without regard to any
additional payments required under this
Section 1.2(f)) (a "Parachute Payment")
would be subject to the excise tax imposed
by Section 4999 of the Internal
Revenue Code of 1986, as amended (the
"Code"), or any interest or penalties are
incurred by Officer with respect to such
excise tax (such excise tax, together
with any such interest and penalties, are
hereinafter collectively referred to
as the "Excise Tax"), then Officer shall be
entitled to receive an additional
payment (an "Excise Tax Gross-Up Payment")
in an amount such that after payment
by Officer of all taxes (including any
interest or penalties imposed with
respect to such taxes), including, without
limitation, any income taxes (and any
interest and penalties imposed with respect
thereto) and Excise Tax imposed upon
the Excise Tax Gross-Up Payment, Officer
retains an amount of the Excise Tax
Gross-Up Payment equal to the Excise Tax
imposed upon the Parachute Payments.
(g) Calculation
and Adjustment of Excise Tax Gross-Up Payments.
(i) Subject to the provisions of Section 1.2(g)(ii), all
determinations required to be made under
Section 1.2(f), including whether and
when an Excise Tax Gross-Up Payment is
required and the amount of such Excise
Tax Gross-Up Payment and the assumptions to
be utilized in arriving at such
determination, shall be made by Ernst &
Young LLP or such other nationally
recognized public accounting firm as may be
designated by Officer (the
"Accounting Firm") which shall provide
detailed supporting calculations both to
the Company and Officer within 15 business
days of the receipt of notice from
Officer that there has been a Change in
Control Payment or a Parachute Payment,
or such earlier time as is requested by the
Company. In the event that the
Accounting Firm is serving as accountant or
auditor for the individual, entity
or group effecting a Change in Control,
Officer shall appoint another nationally
recognized accounting firm to make the
determinations required hereunder (which
accounting firm shall then be referred to
as the Accounting Firm hereunder). All
fees and expenses of the Accounting Firm
shall be borne solely by the Company.
Any Excise Tax Gross-Up Payment, as
determined pursuant to Section 1.2(f), shall
be paid by the Company to Officer within
five days of the receipt of the
Accounting Firm's determination. Any
determination by the Accounting Firm shall
be binding upon the Company and Officer. As
a result of the uncertainty in the
application of Section 4999 of the Code at
the time of the initial determination
by the Accounting Firm hereunder, it is
possible that Excise Tax Gross-Up
Payments which will not have been made by
the Company should have been made
("Underpayment"), consistent with the
calculations required to be made
hereunder. In the event that the Company
exhausts its remedies pursuant to
Section 1.2(g)(ii) and Officer thereafter
is required to make a payment of any
Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment
that has occurred and any such Underpayment
shall be promptly paid by the
Company to or for the benefit of
Officer.
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(ii) Officer shall notify the Company in writing of any claim
by the Internal Revenue Service that, if
successful, would require the payment
by the Company of the Excise Tax Gross-Up
Payment. Such notification shall be
given as soon as practicable but no later
than ten business days after Officer
is informed in writing of such claim and
shall apprise the Company of the nature
of such claim and the date on which such
claim is requested to be paid. Officer
shall not pay such claim prior to the
expiration of the 30-day period following
the date on which it gives such notice to
the Company (or such shorter period
ending on the date that any payment of
taxes with respect to such claim is due).
If the Company notifies Officer in writing
prior to the expiration of such
period that it desires to contest such
claim, Officer shall:
(A) give the Company any information reasonably requested by
the
Company relating to such claim,
(B) take such action in connection with contesting such claim
as the
Company shall reasonably request in writing from time to time,
including,
without limitation, accepting legal representation with respect
to such
claim by an attorney reasonably selected by the Company,
(C) cooperate with the Company in good faith in order
effectively to contest such claim, and
(D) permit the Company to participate in any proceedings
relating
to such claim;
provided, however, that the Company shall
bear and pay directly all costs and
expenses (including additional interest and
penalties) incurred in connection
with such contest and shall indemnify and
hold Officer harmless, on an after-tax
basis, for any Excise Tax or income tax
(including interest and penalties with
respect thereto) imposed as a result of
such representation and payment of costs
and expenses. Without limitation of the
foregoing provisions of this Section
1.2(g)(ii), the Company shall control all
proceedings taken in connection with
such contest and, at its sole option, may
pursue or forgo any and all
administrative appeals, proceedings,
hearings and conferences with the taxing
authority in respect of such claim and may,
at its sole option, either direct
Officer to pay the tax claimed and sue for
a refund or contest the claim in any
permissible manner, and Officer agrees to
prosecute such contest to a
determination before any administrative
tribunal, in a court of initial
jurisdiction and in one or more appellate
courts, as the Company shall
determine; provided, however, that if the
Company directs Officer to pay such
claim and sue for a refund, the Company
shall advance the amount of such payment
to Officer, on an interest-free basis and
shall indemnify and hold Officer
harmless, on an after-tax basis, from any
Excise Tax or income tax (including
interest or penalties with respect thereto)
imposed with respect to such advance
or with respect to any i
