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EXHIBIT 99.11
Form of
REGIONS FINANCIAL CORPORATION
1999 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
THIS
Agreement made and entered into as of _____________ by and
between
Regions Financial Corporation, a Delaware
corporation (the "Company") and
SS# 111-22-3333
W I T N E S S E T H :
In consideration of mutual promises and
covenants made herein and the mutual
benefits to be derived herefrom, the
parties hereto agree as follows:
1. Grant of Restricted
Shares.
(a)
Subject to the
provisions of this Agreement and to the provisions of
the Regions Financial Corporation 1999 Long-Term Incentive Plan
(the
"Plan"), the Company hereby grants to the Employee _______ shares
of
Restricted Stock, par value $.625 per share ("Common Stock") of
the
Company (the "Restricted Shares"). Capitalized terms used herein
and
not defined shall have the meanings set forth in the Plan.
(b)
Subject to
Section 3, certificates evidencing the Restricted Shares
shall be issued by the Company and registered in the name of
the
Employee on the stock transfer books of the Company. However,
certificates issued with respect to Restricted Shares shall be
held
by
the Company in escrow under the terms hereof. Such certificates
shall bear the legend set forth in subsection (d) below or such
other appropriate legend as the Committee shall determine,
which
legend shall be removed only if and when the Restricted Shares
vest
as provided herein, at which time the certificates shall be
delivered to the Employee. As a condition to the issuance of
Restricted Shares hereunder, the Employee shall deliver to the
Company such stock powers, duly endorsed in blank, as the
Committee
may require. Upon the issuance of Restricted Shares hereunder,
the
Employee shall be entitled to vote the Restricted Shares, and
shall
be entitled to receive, free of all restrictions, all cash
dividends.
(c)
In order to
comply with any applicable securities laws, the Company
may require the Employee (i) to furnish evidence satisfactory to
the
Company (including a written and signed representation letter)
to
the effect that the Restricted Shares
1
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were acquired for investment only and not for resale or
distribution
and (ii) to agree that the Restricted Shares shall only be sold
by
the Employee following registration under the Securities Act of
1933, as amended, or pursuant to an exemption therefrom.
(d)
Unless otherwise
determined by the Committee, any certificate issued
in respect of the Restricted Shares prior to the lapse of any
outstanding restrictions relating thereto shall bear the
following
legend:
This certificate and the shares of stock represented hereby
are subject to the terms and conditions, including the
forfeiture provisions and restrictions against transfer (the
"Restrictions"), contained in the Regions Financial
Corporation 1999 Long-Term Incentive Plan and an agreement
entered into between the registered owner and the Company. Any
attempt to dispose of these shares in contravention of the
applicable restrictions, including by way of sale, assignment,
transfer, pledge, hypothecation or otherwise, shall be null
and void and without effect.
2. Vesting.
(a)
If Grantee
remains in the continuous employment of the company
through the date or dates indicated, the Restricted Stock will
become non-forfeitable (i.e., "vest") to the extent indicated:
If Employment
number of the Restricted
Continues through
then
Shares which vests is
_________
__________
_________
__________
_________
__________
Such vesting will be cumulative and will occur at the close of
business on the applicable date (or next business day) above.
3. Forfeiture.
If
Grantee's employment with the Company is terminated for any
reason
during the
Restricted Period, all shares still subject to restriction will
be
forfeited by the Grantee to the Company on the date of such
termination. If, however, Grantee's employment in involuntarily
terminated
(other
than for cause) as outlined in (Section 4 and Section 5), the
committee
may, in its sole discretion, waive in whole or in part, any or
all
remaining restrictions with respect to the Grantee's shares of
Restricted
Stock.
If a
performance goal, as outlined in (Section 13.12), during the
applicable
restriction period is not met, all applicable shares shall be
forfeited
and reacquired by the Company.
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4. Full Acceleration of
Benefits.
All
Restricted Shares granted pursuant to this Agreement that are
non-vested
shall become immediately vested and nonforfeitable upon the
occurrence
of any one or more of the following:
(a)
the Employee's
death;
(b)
the Employee's
disability (as determined by the Committee); or,
(b)
any event or the
taking of any action (including, but not limited
to, events or actions under Ar
