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EXHIBIT 10.18
REGIONS FINANCIAL CORPORATION MANAGEMENT INCENTIVE PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 1999
I.
PURPOSE OF THE PLAN
The
purpose of the Plan is to:
A.
Optimize the soundness, profitability and growth of Regions
Financial Corporation (the "Company");
B.
Promote and encourage excellence in the performance of
individual responsibilities; and
C.
Provide an incentive opportunity and ensure appropriate total
cash compensation for those members of
management who are positioned to make
significant contributions to the Company's
success.
II. PLAN
ADMINISTRATION
The Committee shall be responsible for the management and
administration of the Plan. The Committee
has full authority to interpret,
apply, and administer the Plan as it may be
deemed to be in the best interests
of the Company and its shareholders. The
Committee may delegate certain
administrative responsibilities as it deems
appropriate to officers of the
Company. Any decision by the Committee
relating to the Plan or to awards
thereunder shall be final and binding on
the Participants.
III. PARTICIPATION IN
THE PLAN
A. The
Committee shall, with respect to each Plan Year, determine
which employees of the Company shall
participate in the Plan for that Plan Year,
based upon recommendations from the
Chairman. Selection of Participants shall be
made from among those senior Company staff
members who are deemed to be
sufficiently experienced and capable of
making significant contributions to the
Company. Participation is conditional;
participation in one Plan Year does not
guarantee participation in successive
years. With respect to any employee of the
Company who is a member of the Executive
Advisory Council, selection of that
employee to be a Participant shall be made
no later than March 31 of the Plan
Year to which participation relates, and
shall be made in writing.
B.
Participation Tiers
The Committee shall assign all Participants to Participation Tiers
on
the basis of their roles and
responsibilities and/or Base Compensation grade for
the Plan Year to which participation
relates. With respect to any Participant
who is a member of the Executive
Advisory
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Council, assignment of the Participant to a
Participation Tier shall be made no
later than March 31 of the Plan Year to
which participation relates, and shall
be made in writing.
C.
Within each Participation Tier, Participants shall be assigned
performance goals related to corporate,
regional, unit and personal goals. With
respect to any Participant who is a member
of the Executive Advisory Council,
the Committee's assignment of goals to that
Participant shall be made by March
31 of the Plan Year to which the goals
relate, and shall be in writing.
D. For
each Participation Tier, the Committee shall determine the
target award opportunities that shall apply
to Participants in that
Participation Tier. Target award
opportunities shall be expressed as a
percentage of Base Compensation. The
maximum target award permissible under the
Plan shall be 60%. With respect to any
Participant who is a member of the
Executive Advisory Council, the
determination of the target award opportunity
applicable to that Participant shall be
made by March 31 of the Plan Year to
which the target award applies, and shall
be in writing.
E.
Depending upon the extent to which performance goals are met
or exceeded, the actual award opportunities
for a Participant shall range from
no award to a maximum of two times the
target award opportunity, according to
the provisions of Section IV.
IV.
PERFORMANCE CRITERIA AND ANNUAL PLAN THRESHOLD
A.
Company performance. The Committee shall establish corporate,
regional, and unit performance goals based
on consolidated income before
securities transactions, return on assets,
return on equity, average loan
growth, deposit growth, and other
quantifiable financial objectives.
B.
Personal performance. Personal performance goals shall consist
of annually established objectives and such
other identified key aspects of
performance as may be determined to be
appropriate for the Participant.
C. Each
Plan Year the Committee will establish performance goals
that define the range of performance which
the Plan will recognize for the Plan
Year to which the goals relate. With
respect to any Participant who is a member
of the Executive Advisory Council, such
performance goals shall be in writing
and shall be established before the earlier
of (i) the date on which the outcome
under the goals is substantially certain or
(ii) March 31 of the Plan Year to
which the goals relate. Corporate
performance goals shall be recommended by the
Chairman or Vice Chairman. Regional goals
and unit bank goals shall be approved
by the Regional Presidents. Corporate
performance goals and regional goals must
also be approved by the Chairman and the
Committee. Personal performance goals
shall be established by the Participant's
manager and the next higher level of
management, subject to the overall review
and approval by the Chairman.
D. If
the Participant is a member of the Executive Advisory
Council, Company performance goals and
personal performance goals established by
the Committee shall be objective
performance goals within the meaning of Section
162(m) of the Internal Revenue Code and
treasury regulations promulgated
thereunder. Pursuant to those regulations,
a performance
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goal shall be considered objective only if
a third party having knowledge of the
relevant facts could determine whether the
goals have been met. Furthermore, and
notwithstanding any other provision of the
Plan to the contrary, once the
Committee has established performance goals
for a Participant who is a member of
the Executive Advisory Council, the
Committee shall have no discretion to (i)
increase the amount of compensation that
would otherwise be due upon the
attainment of the goals or (ii) alter the
goals for the Plan Year to which they
relate.
E.
Levels of goal achievement shall be characterized as (i)
threshold achievement, below which no award
is payable; (ii) target achievement,
or; (iii) maximum achievement, above which
no additional award is payable.
F. The
Chairman shall recommend, subject to the approval of the
Committee, the threshold, target, and
maximum levels of achievement with respect
to a Plan Year. The Chairman shall also
recommend, subject to the approval of
the Committee, specific floors and caps on
these levels of achievement. With
respect to Participants who are members of
the Executive Advisory Council,
threshold, target, and maximum levels shall
be established by the Committee, in
writing, no later than March 31 of each
Plan Year, and shall remain in effect
for the remainder of the Plan Year.
G. For
each Performance Tier, the Committee shall assign
weightings to indicate the relative
importance of each criterion in determining
incentive awards earned under the Plan. The
sum of weightings assigned to any
Partic
