EXHIBIT 10.3
[Regions Logo]
, 20
<Name>
<Address 1>
<Address 2>
Dear <Name>:
Pursuant to the terms and conditions
of the company’s Regions Financial Corporation 2006 Long-Term
Incentive Plan (the “Plan”) and the attached Award
Agreement (within the meaning of the Plan), you have been granted a
Performance Based Non-Qualified Stock Option for <number>
shares of stock.
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Granted To:
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<Name>
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Grant Date:
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February 24, 2009
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Granted:
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<number>
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Exercise Price:
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$3.29
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Vesting Schedule and
Performance-Based Conditions:
<number1>/1/ NQOs on the later
of (i) 2/24/2010 or (ii) the first date after 2/24/2009
on which the closing share price of Regions Common Stock as quoted
on the New York Stock Exchange first equals or exceeds
$4.11.
<number1>/1/ NQOs on the later
of (i) 2/24/2011 or (ii) the first date after 2/24/2009
on which the closing share price of Regions Common Stock as quoted
on the New York Stock Exchange first equals or exceeds
$4.38.
<number1>/1/ NQOs on the later
of (i) 2/24/2012 or (ii) the first date after 2/24/2009
on which the closing share price of Regions Common Stock as quoted
on the New York Stock Exchange first equals or exceeds
$4.94.
/1/ one-third of the number of
options granted.
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
grant notice.
Please sign one copy of this
document and return it to Executive Compensation, Regions Center,
xx Floor in the enclosed pre-addressed interoffice
envelope.
[Regions Logo]
PERSONAL AND CONFIDENTIAL
PERFORMANCE-BASED STOCK OPTION
AGREEMENT
Under the
REGIONS FINANCIAL CORPORATION 2006 LONG-TERM
INCENTIVE PLAN
You have been awarded
performance-based stock options (the “options” or
“Award”) under the Regions Financial Corporation 2006
Long-Term Incentive Plan (the “Plan”). The value of
your Award will be determined by the amount of any appreciation in
the price of Regions common stock between the date of grant of your
Award and the date you exercise the Award.
The terms and conditions of the Plan
are incorporated in this document by reference as if fully set
forth herein. The Plan is administered by the Compensation
Committee (the “Committee”) of the Board of Directors.
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. References to defined terms in the
Plan are capitalized in this Award Agreement. The Plan and this
Award Agreement set forth the terms and conditions applicable to
your Award. The prospectus for the Plan provides you with helpful
summary information and explanations related to your Award.
However, in the event of a conflict or inconsistency between the
prospectus and the Plan and this Award Agreement, the Plan and this
Award Agreement shall govern. The Plan and the prospectus are
currently obtainable by logging on to Wealthviews at
https://www.wealthviews.com/rf/. 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.
Your options consist of
“nonqualified stock options” for federal income
purposes. Upon the exercise of a nonqualified option you are
automatically deemed to incur taxable income at ordinary income tax
rates. For a summary description of the tax consequences to you,
please refer to the Plan prospectus. You should consult your tax
advisor to understand the tax impact of this Award on your
individual tax situation.
The number and type of options
subject to this Award, the dates on which they become exercisable
(i.e., “vest”), and the performance conditions that
must be satisfied in order for some or all of the options under
this Award to become exercisable are set forth in the grant notice
attached hereto and incorporated herein by reference. Specific
information concerning this Award is currently available to you
online through Wealthviews.
If your employment
ceases by reason of death or Disability or if a Change in Control
occurs while you are employed by Regions, the time lapse conditions
for vesting of the options under this Award will be deemed to have
been satisfied and this Award will be exercisable if and to the
extent the
