Exhibit 99.6
PERSONAL AND
CONFIDENTIAL
STOCK OPTION
AGREEMENT
UNDER THE
AMSOUTH BANCORPORATION 2006 LONG
TERM INCENTIVE
COMPENSATION PLAN
You are hereby informed that Regions
Financial Corporation, on April 24, 2007, granted you options
to purchase shares of its common stock as specifically detailed in
the enclosed Notice of Grant of Stock Options. The option price is
$35.07 per share, which was the Fair Market Value of each share of
common stock on the date of grant. The value of these options will
be determined by the amount of any appreciation in the price of
Regions common stock in the future, which in turn is dependent upon
our ability to continue performing well as a company.
Your option was granted to you under
the AmSouth Bancorporation 2006 Long Term Incentive Compensation
Plan (the Plan), the terms and conditions of which 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. You should also pay particular
attention to the Plan and its prospectus since they set forth other
provisions applicable to this grant of Stock Options. The
prospectus for the Plan, the Plan document itself, and a Reference
Outline provide you helpful information and explanations related to
your grant. These documents are obtainable by logging on to the
Executive Web Site via your office personal computer at
http://hrweb1/executive/. If you do not have access to the
Executive Web Site or to a personal computer and you would like
copies of the documents, please contact Executive Compensation at
(205) 801-0400. 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
the Plan will control.
Your options may consist of both
“incentive stock options” which qualify for certain
favorable tax consequences for you, as well as “nonqualified
stock options” which do not qualify for those tax
consequences. For a description of the tax consequences to you,
please refer to the Plan prospectus. One important difference
between incentive stock options and nonqualified stock options is
that upon the exercise of a nonqualified option you are
automatically deemed to incur taxable income at ordinary income tax
rates. Please consult your tax advisor to determine how these
differences affect you.
The type of options that have been
granted to you, and the dates on which they become exercisable
(i.e., “vest”), are set forth in the enclosed Notice of
Grant of Stock Options.
The last day on which any of these options can
be exercised (assuming they are exercisable at the time in
accordance with the other terms and conditions of this Award
Agreement and the Plan) is April 23, 2017. The period of time
from April 24, 2007 to April 23, 2017 is known as the
“option period”. Your options will become immediately
exercisable in full if your employment ceases by reason of death or
Disability or if a Change in Control occurs while you are employed
by Regions. In the event of termination of your employment by
retirement at or after age 55 prior to November 30, 2007, your
options will be forfeited. In the event of termination of your
employment by retirement at or after age 55 on or after
November 30, 2007, unvested options will become immediately
exercisable. The amount of time you have to exercise your
exercisable options after these and certain other events is
set forth in the following table.
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EVENT
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Employment ceases by reason
of…
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Change in
Control occurs during
Employment
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Death
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Disability
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Retirement
(after November 30,
2007)
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Other
Cessation of
Employment
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Cause
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LENGTH OF TIME TO EXERCISE FROM DATE OF
EVENT
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1 year
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1 year
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By close of stock
market on 4/23/2017
(ISO’s convert to NQO’s if
not exercised within 3
months of date of retirement)
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3 months
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0 days
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By close of stock
market on 4/23/2017
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If you die during the one year
period applicable to Disability or th