Business Context and Reporting Period
Company: Regions Financial Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: November 2, 2005
Subject: Entry into a definitive material agreement regarding executive compensation and aircraft usage.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a contractual agreement regarding executive benefits.
Material Changes
The Company entered into an Aircraft Time Sharing Agreement with Jackson W. Moore, its Chief Executive Officer. This agreement formalizes the cost-sharing arrangement for Mr. Moore's personal use of Company aircraft, implementing terms previously outlined in a letter of understanding and an amended employment agreement dated June 29, 2005.
Agreement Details and Management Commentary
- Purpose: To ensure compliance with Federal Aviation Administration (FAA) regulations regarding executive personal use of corporate aircraft.
- Cost Allocation: Mr. Moore is required to reimburse the Company for actual expenses incurred during personal flights. Permitted expense categories include:
- Fuel, oil, lubricants, and additives.
- Crew travel expenses (food, lodging, ground transportation).
- Hangar and tie-down costs away from the base of operation.
- Flight-specific insurance.
- Landing fees, airport taxes, and similar assessments.
- Customs and foreign permit fees.
- In-flight food and beverages.
- Passenger ground transportation.
- Flight planning and weather contract services.
- An additional charge equal to 50% of the fuel, oil, and lubricant expenses.
- Operational Control: The Company and flight crew retain authority to schedule, cancel, or change flights for safety or maintenance reasons.
- Termination: The agreement terminates upon mutual consent, Mr. Moore's termination of employment, or his death.
Investor Verification Checklist
- Verify the specific terms of the Aircraft Time Sharing Agreement filed as Exhibit 99.1.
- Confirm that the reimbursement structure complies with current FAA regulations and Section 162(m) of the Internal Revenue Code regarding executive compensation.
- Review the prior amended and restated employment agreement (filed July 6, 2005) to understand the full scope of Mr. Moore's compensation package.
- Assess the potential financial impact of executive aircraft usage on the Company's operating expenses.