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EXHIBIT 10.2
REGIONS FINANCIAL CORPORATION
AMENDED AND RESTATED
1991 LONG-TERM INCENTIVE PLAN
WHEREAS, Regions Financial Corporation ("Regions") desires to
establish
and maintain a long-term incentive plan, as
set forth herein, for the benefit of
employees who become eligible to
participate hereunder; and
WHEREAS, the purpose of this plan is to enable Regions and its
affiliates to attract, retain, motivate,
and reward employees who make a
significant contribution to Regions'
long-term success, and to enable such
employees to acquire and maintain an equity
interest in Regions; and
WHEREAS, the Board of Directors of Regions, at a meeting held
on
January 16, 1991, duly approved and
authorized the plan embodied herein, to be
effective as of January 16, 1991, subject
to shareholder approval; and
WHEREAS, certain stock options to be granted pursuant to the terms
of
the plan are intended to qualify as
incentive stock options under Section 422 of
the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, Regions hereby promulgates the plan embodied
herein
which shall contain the following terms and
conditions and only the following
terms and conditions.
ARTICLE I
DEFINITIONS
When used herein, except where the context clearly indicates
otherwise,
the following terms shall have the meaning
set forth below:
1.1
"Affiliate" means any corporation (other than Regions) in an
unbroken chain of corporations beginning
with Regions if each of the
corporations (other than the last
corporation in the unbroken chain) owns stock
possessing 50% or more of the total
combined voting power of all classes of
stock in one of the other corporations in
the chain.
1.2 "Bank"
means Regions and its Affiliates.
1.3 "Regions" means
Regions Financial Corporation, a corporation
organized under the laws of the State or
Delaware, or any successor corporation.
1.4 "Board"
means the Board of Directors of Regions.
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1.5 "Cause"
means a felony conviction of a participant or the
failure of a participant to contest
prosecution for a felony, or a participant's
dishonesty or gross dereliction of duty,
any of which is harmful to the business
or reputation of the Bank.
1.6 "Code"
means the Internal Revenue Code of 1986, as amended, or
any successor thereto.
1.7
"Committee" means the Personnel Committee, or any other
committee of the Board appointed for the
purpose of administering the Plan,
which committee shall consist exclusively
of Disinterested Persons.
1.8
"Commission" means the Securities and Exchange Commission.
1.9
"Disability" means total and permanent disability as
determined under the Bank's long-term
disability program.
1.10
"Disinterested Person" shall have the meaning set forth in
Rule 16b- 3(d)(3) as promulgated by the
Commission under the Securities Exchange
Act of 1934, or any successor definition
adopted by the Commission.
1.11
"Early Retirement" means retirement from active employment
with the Bank pursuant to the early
retirement provisions of the Bank's defined
benefit pension plan.
1.12
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor thereto.
1.13
"Fair Market Value" means, as of any given date, the average
of the highest and lowest reported sale
prices of the Stock (or if no
transactions were reported on such date on
the next preceding date on which
transactions were reported) in the
principal market in which such Stock is
traded on such date.
1.14
"Incentive Stock Option" means any Stock Option intended to be
and designated as an "incentive stock
option" within the meaning of Section 422
of the Code.
1.15
"Non-Qualified Stock Option" means any Stock Option that is
not an Incentive Stock Option.
1.16
"Normal Retirement" means retirement from active employment
with the Bank on or after the normal
retirement date specified in the Bank's
defined benefit pension plan.
1.17
"Performance Award" means an award of shares of Stock to a
participant pursuant to Article VIII
contingent upon achieving certain
performance goals.
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1.18
"Plan" means this 1991 Long-Term Incentive Plan, and any
amendments hereto.
1.19
"Restricted Stock" means an award of shares of Stock that are
subject to restrictions under Article
VII.
1.20
"Retirement" means Normal or Early Retirement.
1.21
"Stock" means the common stock of Regions or any successor
corporation.
1.22
"Stock Appreciation Right" means a right granted under Article
VI, which entitles the holder to receive a
cash payment or an award of Stock in
an amount equal to (a) times (b), where (a)
is the difference between (i) the
Fair Market Value of the Stock covered by
such right at the date the right is
exercised, and (ii) the option price of the
Stock covered by such right, unless
otherwise determined by the Committee
pursuant to Article VI and (b) is the
number of shares covered by the right.
1.23
"Stock Option" means any option to purchase shares of Stock
granted to employees pursuant to Article
V.
ARTICLE II
ADMINISTRATION
2.1 (a)
Powers of
the Committee. The Committee shall
administer the Plan subject to and in
accordance with the provisions set forth
herein and shall have the power and
authority to grant to eligible employees,
pursuant to the terms of the Plan: (i)
Stock Options; (ii) Stock Appreciation
Rights; (iii) Restricted Stock; or (iv)
Performance Awards.
(b) The Committee shall
have all power and authority
necessary or appropriate to enable it to
properly administer the Plan, including
but not limited to, the authority to:
(i) select the
officers and other key employees
of the Bank to whom Stock Options, Stock
Appreciation Rights, Restricted Stock,
or Performance Awards or a combination of
the foregoing from time to time will
be granted hereunder;
(ii)
determine whether and to what extent
Incentive Stock Options, Non-Qualified
Stock Options, Stock Appreciation
Rights, Restricted Stock, or Performance
Awards or a combination of the
foregoing are to be granted hereunder;
(iii)
determine the number of shares of Stock to
be covered by each such Stock Option or
other grant or award hereunder;
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(iv)
determine the terms and conditions, not
inconsistent with the terms of the Plan, of
any Stock Option or other grant or
award hereunder including, but not limited
to, any restriction on any Stock
Option or other grant or award or the
shares of Stock relating thereto based on
performance or such other factors as the
Committee may determine, in its sole
discretion, and any vesting acceleration
features based on performance or such
other factors as the Committee may
determine, in its sole discretion;
(v) determine
whether, to what extent, and under
what circumstances Stock and other amounts
payable with respect to a Stock
Option or other grant or award under this
Plan shall be deferred, either
automatically or at the election of a
participant, including providing for and
determining the amount (if any) of deemed
earnings on any deferred amount during
any deferral period;
(vi)
subject to the provisions of Article IX,
modify the terms of any Stock Option, Stock
Appreciation Right, Restricted Stock
award, or Performance Award, accelerate the
time of exercise of any Stock Option
or Stock Appreciation Right or accelerate
the lapse of any restriction on any
Restricted Stock award or accelerate the
time at which performance is measured
or Performance Awards are paid;
(vii)
cancel any Stock Option, Stock Appreciation
Right, Restricted Stock award or
Performance Award with the consent of the
holder thereof or (without the consent of
the holder) if the holder thereof
conducts himself or herself in a manner
which the Committee, in the exercise of
reasonable discretion determines to be
harmful to the best interests of the
Bank, including, but not limited to,
admission of guilt or conviction of any
crime resulting from dishonesty in
connection with the affairs of the Bank,
conducting the affairs of the Bank in the
holder's own interest and contrary to
the interest of the Bank, or failure to pay
an indebtedness to the Bank which
the Committee determines to be
uncollectible;
(viii) construe
and interpret the Plan, establish
rules and regulations, delegate such
administrative responsibilities as it deems
proper, and perform all other acts it deems
necessary to carry out the purpose
and intent of the Plan; and
(ix)
correct any defect, supply any omission or
reconcile any inconsistency in the Plan, or
in any granted Stock Option, Stock
Appreciation Right, Restricted Stock award,
or Performance Award, in the manner
and to the extent the Committee shall deem
necessary or appropriate.
(c) The
Committee's determination under the Plan of the
persons to receive grants and awards, the
form, amount and timing of such grants
and awards, and the terms and conditions of
such grants and awards need not be
uniformly applicable to employees but may
be made by the Committee on a
selective basis among persons who receive
or are eligible to receive grants and
awards under the Plan, whether or not such
persons are similarly situated.
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2.2 Conduct of
Committee Business. A majority of the Committee
shall constitute a quorum, and the action
of a majority of members of the
Committee present at any meeting at which a
quorum is present, or acts
unanimously adopted in writing without the
holding of a meeting, shall be the
acts of the Committee. Any decision made,
or action taken, by the Committee
arising out of or in connection with the
interpretation and administration of
the Plan shall be final and conclusive;
provided, however, that any such
decision made or action taken may be
reviewed by the Board, in which event the
determination of the Board shall be final
and conclusive. This provision shall
not be construed to grant to any person any
right to a review by the Board of
any decision made or action taken by the
Committee.
2.3 Reliance
on Reports. Each member of the Committee and each
member of the Board shall be fully
justified in relying or acting in good faith
upon any report made by the independent
public accountants of the Company and
upon any other information furnished in
connection with the Plan by any person
or persons other than such member. In no
event shall any person who is or has
been a member of the Committee or of the
Board be liable for any determination
made or other action taken by him or any
failure by him to act in reliance upon
any such report or information, if in good
faith.
2.4 Limit on
Liability and Indemnification. Neither the Board, the
Committee nor any member of either shall be
personally liable for any act,
omission, interpretation, construction or
determination made in good faith in
connection with the Plan. In addition to
such other rights of indemnification as
they may have as members of the Board or of
the Committee, the members of the
Committee, and any officer or employee of
the Bank acting on behalf of the
Committee, shall be indemnified by the Bank
in respect of any such act,
omission, interpretation, construction, or
determination.
ARTICLE III
STOCK SUBJECT TO PLAN
The total number of shares of Stock reserved and available for
distribution under the shall be 5,000,000.
Such shares may consist, in whole or
in part, of authorized and unissued shares
or treasury shares. Of the total
amount, no more than 2,500,000 shares may
be granted as Performance Awards, and
no more than 1,500,000 shares may be
awarded as Restricted Stock. In addition,
no employee participating in the Plan may
receive, in any one calendar year, a
combination of Stock Options or Stock
Appreciation Rights with respect to more
than 150,000 shares of Stock.
If any shares of Stock that have been subject to option cease to
be
subject to option, or if any shares subject
to any Restrictive Stock or
Performance Awards granted hereunder are
forfeited or such grant or award is
otherwise terminated, such shares shall
again be available for distribution in
connection with future grants and awards
under the Plan.
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In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other
change in corporate structure
affecting the Stock, a substitution or
adjustment shall be made in the aggregate
number of shares reserved for issuance
under the Plan, in the number and option
price of shares subject to outstanding
Stock Options granted under the Plan and
in the number of shares subject to
Restricted Stock or Performance Awards
granted under the Plan as may be determined
to be appropriate by the Committee,
in its sole discretion, provided that the
number of shares subject to any award
shall always be a whole number. Such
adjusted option price shall also be used to
determine the amount payable by the Bank
upon the exercise of any Stock
Appreciation Right associated with any
Stock Option.
ARTICLE IV
ELIGIBILITY
Officers and other key employees of the Bank (but excluding members
of
the Committee and any person who serves
only as a director) who are responsible
for or contribute to the management, growth
or profitability of the Bank are
eligible to be granted Stock Options, Stock
Appreciation Rights, Restricted
Stock or Performance Awards. The
participants under the Plan shall be selected
from time to time by the Committee, in its
sole discretion, from among those
eligible, and the Committee shall
determine, in its sole discretion, the number
of shares covered by each award or
grant.
ARTICLE V
STOCK OPTIONS FOR EMPLOYEES
5.1 General.
Stock Options may be granted either alone or in
addition to other awards granted under the
Plan. Any Stock Option granted under
the Plan shall be in such form as the
Committee may from time to time approve,
and the provisions of Stock Option awards
need not be the same with respect to
each optionee.
The Stock Options granted under the Plan may be of two types:
(a)
Incentive Stock Options and (b)
Non-Qualified Stock Options.
The Committee shall have the authority to grant any optionee
Incentive
Stock Options, Non-Qualified Stock Options,
or both types of Stock Options (in
each case with or without Stock
Appreciation Rights). To the extent that any
Stock Option does not qualify as an
Incentive Stock Option, it shall constitute
a separate Non-Qualified Stock Option.
5.2 Incentive
Stock Option. Anything in the Plan to the contrary
notwithstanding, no term of this Plan
relating to Incentive Stock Options shall
be interpreted, amended or altered, nor
shall any discretion or authority
granted under the Plan be exercised, so as
to disqualify either the Plan or any
Incentive Stock Option under Section 422 of
the Code. Notwithstanding the
foregoing, in the event an optionee
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voluntarily disqualifies an option as an
Incentive Stock Option within the
meaning of Section 422 of the Code, the
Committee may, but shall not be
obligated to, make such additional grants,
awards or bonuses as the Committee
shall deem appropriate, to reflect some or
all of the tax savings to the Bank
which results from such disqualification.
5.3 Terms and Conditions of Stock
Options. Stock Options granted under the
Plan shall be subject to the following
terms and conditions and shall contain such
additional terms and conditions, not
inconsistent with the terms of the Plan, as
the Committee shall deem desirable:
(a) Option
Price. The option price per share of Stock
purchasable under a Stock Option shall be
determined by the Committee at the
time of the grant but the option price per
share of any Incentive Stock Option
shall not be less than 100% of the Fair
Market Value of the Stock on the date of
the grant of the Stock Option.
(b) Option
Term. The term of each Stock Option shall be
fixed by the Committee, but no Stock Option
shall be exercisable more than ten
years after the date such Stock Option is
granted.
(c)
Exercisability. Subject to Section 5.3(j), with
respect to Incentive Stock Options, Stock
Options shall be exercisable at such
time or times and subject to such terms and
conditions as shall be determined by
the Committee at grant, provided, however,
that except as provided in Sections
5.3(f) and (g), unless a longer vesting
period is otherwise determined by the
Committee at grant, no Stock Option shall
be exercisable for a period of six
months after the date of the grant of the
option. If the Committee provides, in
its discretion, that any Stock Option is
exercisable only in installments, the
Committee may waive such installment
exercise provision at any time in whole or
in part based on performance and/or such
other factors as the Committee may
determine in its sole discretion.
(d) Method of
Exercise. Stock Options may be exercised in
whole or in part at any time during the
option period, by giving written notice
of exercise to the Bank specifying the
number of shares to be purchased,
accompanied by payment in full of the
purchase price, in cash, by check or such
other instrument as may be acceptable to
the Committee. As determined by the
Committee, in its sole discretion, at or
after grant, payment in full or in part
may also be made in the form of
unrestricted Stock owned by the optionee (based
on the Fair Market Value of the Stock on
the date the option is exercised, as
determined by the Committee). No shares of
stock resulting from the exercise of
a Stock Option shall be issued until full
payment therefor has been made. An
optionee shall have the rights to dividends
or other rights of a stockholder
with respect to shares subject to the
option when the optionee has given written
notice of exercise and has paid in full for
such shares.
(e)
Non-transferability of Options. No Stock Option shall
be transferable by the Optionee otherwise
than by will or by the laws of descent
and distribution. All Stock Options shall
be exercisable, during the optionee's
lifetime, only by the optionee.
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(f)
Termination by Death. Unless otherwise determined by
the Committee at grant, if any optionee's
employment with the Bank terminates by
reason of death, the Stock Option may
thereafter be immediately exercised, to
the extent then exercisable (or on such
accelerated basis as the Committee shall
determine at or after grant), by the legal
representative of the estate or by
the legatee of the optionee under the will
of the optionee, for a period of
three years from the date of such death or
until the expiration of the stated
term of such Stock Option, whichever period
is the shorter. In the event of
termination of employment by reason of
death, if an Incentive Stock Option is
exercised after the expiration of the
exercise periods that apply for purposes
of Section 422 of the Code, such Stock
Option will thereafter be treated as a
Non-Qualified Stock Option.
(g)
Termination by Reason of Disability. Unless otherwise
determined by the Committee at grant, if
any optionee's employment with the Bank
terminates by reason of Disability, any
Stock Option held by such optionee may
thereafter be exercised, to the extent it
was exercisable at the time of
termination due to Disability (or on such
accelerated basis as the Committee
shall determine at or after grant), but may
not be exercised after three years
from the date of such termination of
employment or the expiration of the stated
term of such Stock Option, whichever period
is the shorter; provided, however,
that, if the optionee dies within such
three- year period, any unexercised Stock
Option held by such optionee shall
thereafter be exercisable to the extent to
which it was exercisable at the time of
death for a period of twelve months from
the date of such death or for the stated
term of such Stock Option, whichever
period is the shorter. In the event of
termination of employment by reason of
Disability, if an Incentive Stock Option is
exercised after the expiration of
the exercise periods that apply for
purposes of Section 422 of the Code, such
Stock Option will thereafter be treated
