EXHIBIT 10.47
[Date] , 2008
[Senior Executive Officer]
,
[Street Address]
,
[City] , [St] [Zip] .
Dear [Senior Executive
Officer] ,
Regions Financial Corporation (the
“ Company ”) has entered into a Securities
Purchase Agreement (the “ Participation Agreement
”), with the United States Department of Treasury (“
Treasury ”) that provides for the Company’s
participation in the Treasury’s TARP Capital Purchase Program
(the “ CPP ”).
For the Company to participate in
the CPP and as a condition to the closing of the investment
contemplated by the Participation Agreement, the Company is
required to establish specified standards for incentive
compensation to its senior executive officers and to make changes
to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits that you will
receive as a result of the Company’s participation in the
CPP, you agree as follows:
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(1)
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No Golden
Parachute Payments . The
Company is prohibiting any golden parachute payment to you during
any “CPP Covered Period”. A “ CPP Covered
Period ” is any period during which (A) you are a
senior executive officer and (B) Treasury holds an equity or
debt position acquired from the Company in the CPP.
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(2)
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Recovery of
Bonus and Incentive Compensation. Any bonus and incentive compensation paid to you
during a CPP Covered Period is subject to recovery or
“clawback” by the Company if the payments were based on
materially inaccurate financial statements or any other materially
inaccurate performance metric criteria.
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(3)
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Compensation
Program Amendments. Each
of the Company’s compensation, bonus, incentive and other
benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) (collectively,
“ Benefit Plans ”) with respect to you is hereby
amended to the extent necessary to give effect to provisions
(1) and (2).
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In addition, the Company is required
to review its Benefit Plans to ensure that they do not encourage
senior executive officers to take unnecessary and excessive risks
that threaten the value of the Company. To the extent any such
review requires revisions to any Benefit Plan with respect to you,
you and the Company agree to agree to execute such additional
documents as the Company deems necessary to effect such
revisions.
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(4)
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Definitions
and Interpretation . This
letter shall be interpreted as follows:
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“Senior executive
officer” means the Company’s “senior executive
officers” as defined in subsection 111(b)(3) of
EESA.
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“Golden parachute
payment” is used with the same meaning as in subsection
111(b)(2)(C) of EESA.
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“EESA” means the
Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation that has been issued and is in effect as of
the “Closing Date” as defined in the Participation
Agreement.
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The term “Company”
includes any entities treated as a single employer with the Company
under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date).
You are also delivering a waiver pursuant to the Participation
Agreement, and, as between the Company and you, the term
“employer” in that waiver will be deemed to mean the
Company as used in this letter.
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