Common use of Duties of Employment Clause in Contracts

Duties of Employment. (a) During the Term, Executive will serve as Vice President and Secretary of NFC and Senior Vice President of Bank, subject to the terms of this Employment Agreement and the direction and control of the Boards of Directors and the President of Bank and NFC. During the Term, Executive will serve Bank and NFC faithfully, diligently and competently and will devote full-time to her employment and will hold, in addition to the offices of Vice President and Secretary of NFC and Senior Vice President of Bank, such other executive offices of Bank or NFC, or their respective subsidiaries and affiliates, to which she may be elected, appointed or assigned by the Boards of Directors of Bank or NFC from time to time and will discharge such executive duties in connection therewith. Nothing in this Agreement shall preclude Executive, with the prior approval of the President of Bank and NFC, from devoting reasonable periods of time required for (i) serving as a director or member of a committee of any organization involving no conflict of interest with Bank or NFC, or (ii) engaging in charitable, religious and community activities, provided, that such directorships, memberships or activities do not materially interfere with the performance of her duties hereunder. (b) In the event that (1) a Potential Change-in- Control shall occur while Executive is employed by Bank and/or Parent and (2) the Term shall have expired prior to the earlier of (x) abandonment of the event giving rise to such Potential Change-in-Control (as determined by the Board of Directors) and (y) occurrence of the Change-in-Control which gave rise to the Potential Change-in-Control, Executive agrees that she will remain in the employ of Bank and Parent at the request of Bank and Parent, and in such event Bank and Parent agree to continue to employ Executive, in the offices then held by her with Bank and Parent and on the terms of employment then in effect until the earlier to occur of the following: (i) the event giving rise to the Potential Change-in-Control shall have been abandoned or terminated; (ii) a Change-in-Control has occurred; or (iii) the Board of Directors of Bank shall have determined by vote of at least two-thirds (2/3) of all the Directors (excluding Executive) that Executive's obligations under this subparagraph shall cease. During the period covered by the preceding sentence, Executive shall render such services as shall be required of her in order to explore and pursue fully the Potential Change-in-Control in accordance with directions, policies and determinations from time to time made by the Board of Directors of Bank or Parent or the President of Bank and communicated to Executive. During said period, Executive shall use her reasonable best efforts to fulfill her responsibilities to Bank in the interests of Bank and the shareholders of Parent and as reasonably requested of her by the Board of Directors of Bank or Parent or the President of Bank for such purposes. The employment of Executive pursuant to the first sentence of this subparagraph (b) may be terminated, without breach of this Agreement, either by Bank or Parent for Cause, Disability or Material Breach, or by Executive for Good Reason.

Duties of Employment. (a) During Employee agrees that, so long as he shall be employed by FIB and FNB, Employee shall perform all duties assigned or delegated to him under the Term, Executive will serve as Vice President by-laws of FIB and Secretary of NFC and Senior Vice President of Bank, subject to the terms of this Employment Agreement and the direction and control of the Boards of Directors and the President of Bank and NFC. During the Term, Executive will serve Bank and NFC faithfully, diligently and competently and will devote full-FNB or from time to her employment and will hold, in addition to the offices of Vice President and Secretary of NFC and Senior Vice President of Bank, such other executive offices of Bank or NFC, or their respective subsidiaries and affiliates, to which she may be elected, appointed or assigned time by the Boards of Directors of Bank FIB and FNB consistent with his positions as set forth in Section 1, and shall perform all acts and services customarily associated with such positions, devoting his best efforts and attention to the advancement of the interests and business of FIB and FNB. Employee shall not be engaged in or NFC concerned with any other duties or business interests which are competitive or inconsistent with the interests and business of FIB and FNB. It is understood that Employee may also hold outside directorships and have duties related to the business interests of the Controlling Stockholders of FIB (as defined herein) which may, from time to time time, require minor portions of his time, but which shall not interfere or be inconsistent with his duties hereunder. Employee shall be a voting member of all committees of the Board of Directors of FIB and will discharge FNB, now or hereafter existing, except any audit committee. It is anticipated that new directors may be added to the Boards of Directors of FIB and FNB. Employee shall be consulted with prior to the appointment of any such executive duties new directors, and the Boards of Directors of, FIB and FNB shall consider any candidates for nomination as directors which Employee may propose. Subject to any budget, policies and/or guidelines established by the Boards of Directors of FIB or FNB, Employee shall have sole authority to (a) hire, terminate, reassign, demote, promote and determine compensation levels for employees of FIB and FNB; and (b) negotiate and enter into reasonable contracts on behalf of FIB and FNB for all professional services required in connection therewiththe ordinary course of business, including without limitation, public relations and legal services. Nothing in this Agreement Subject to any policies and/or guidelines established by the Boards of Directors of FNB, (a) Employee shall preclude Executive, have the authority to extend individual secured loans of up to $750,000 without the prior approval of the Board of Directors of FNB; and (b) Employee shall have the authority to extend individual secured loans over $750,000 and individual unsecured loans with the prior approval of the President of Bank and NFC, from devoting reasonable periods of time required for (i) serving as a director or member of a committee of any organization involving no conflict of interest with Bank or NFC, or (ii) engaging in charitable, religious and community activities, provided, that such directorships, memberships or activities do not materially interfere with the performance of her duties hereunder. (b) In the event that (1) a Potential Change-in- Control shall occur while Executive is employed by Bank and/or Parent and (2) the Term shall have expired prior to the earlier of (x) abandonment of the event giving rise to such Potential Change-in-Control (as determined by the Board of Directors) and (y) occurrence of the Change-in-Control which gave rise to the Potential Change-in-Control, Executive agrees that she will remain in the employ of Bank and Parent at the request of Bank and Parent, and in such event Bank and Parent agree to continue to employ Executive, in the offices then held by her with Bank and Parent and on the terms of employment then in effect until the earlier to occur of the following: (i) the event giving rise to the Potential Change-in-Control shall have been abandoned or terminated; (ii) a Change-in-Control has occurred; or (iii) the Board of Directors of Bank FNB. Such Board of Directors shall establish policies or guidelines as to when a loan is considered "secured" or "unsecured". Employee shall have determined by vote administrative authority from FIB's Board of at least two-thirds (2/3) Directors and FNB's Board of all the Directors (excluding Executive) that Executiveto implement FIB's obligations under this subparagraph shall cease. During the period covered by the preceding sentencebusiness and financial plan and FNB's business and financial plan, Executive shall render such services respectively, as shall be required of her in order to explore adopted and pursue fully the Potential Change-in-Control in accordance with directions, policies and determinations amended from time to time made time. Such business and financial plans, including on an annual basis the preparation of a budget for FIB, which budget shall be prepared on a consolidated basis and shall be inclusive of the budget for FNB, shall be subject to review and approval by the FIB's Board of Directors of Bank or Parent or the President of Bank and communicated to Executive. During said period, Executive shall use her reasonable best efforts to fulfill her responsibilities to Bank in the interests of Bank and the shareholders of Parent and as reasonably requested of her by the FNB's Board of Directors of Bank or Parent or the President of Bank for such purposes. The employment of Executive pursuant to the first sentence of this subparagraph (b) may be terminatedDirectors, without breach of this Agreement, either by Bank or Parent for Cause, Disability or Material Breach, or by Executive for Good Reasonrespectively.

Duties of Employment. (a) During the Term, The Executive will serve as Vice President and Secretary of NFC and Senior Vice President of Bank, subject agrees to render his services to the terms of this Employment Agreement and the direction and control of the Boards of Directors and the President of Bank and NFC. During the Term, Executive will serve Bank and NFC faithfully, diligently and competently and will devote full-time to her employment and will hold, in addition to the offices of Vice President and Secretary of NFC and Senior Vice President of Bank, such other executive offices of Bank or NFC, or their respective subsidiaries and affiliates, to which she may be elected, appointed or assigned by the Boards of Directors of Bank or NFC from time to time and will discharge such executive duties in connection therewith. Nothing in this Agreement shall preclude Executive, with the prior approval of the President of Bank and NFC, from devoting reasonable periods of time required for (i) serving as a director or member of a committee of any organization involving no conflict of interest with Bank or NFC, or (ii) engaging in charitable, religious and community activities, provided, that such directorships, memberships or activities do not materially interfere with the performance of her duties hereunder. (b) In the event that (1) a Potential Change-in- Control shall occur while Executive is employed by Bank and/or Parent and (2) the Term shall have expired prior to Company through the earlier of (x) abandonment December 31, 2010 or the end of the event giving rise Term as its Chairman of the Board, President and Chief Executive Officer, to such Potential Change-in-Control render his services to the Company’s subsidiary Trustmark National Bank (the "Bank") as determined by its Chairman of the Board of Directors) and (y) occurrence of Chief Executive Officer and to hold such other office or position with the Change-in-Control which gave rise to Company and/or the Potential Change-in-Control, Executive agrees that she will remain in the employ of Bank and Parent at the request of Bank and Parent, and in such event Bank and Parent agree to continue to employ Executive, in the offices then held by her with Bank and Parent and on the terms of employment then in effect until the earlier to occur of the following: (i) the event giving rise to the Potential Change-in-Control shall have been abandoned or terminated; (ii) a Change-in-Control has occurred; or (iii) the Board of Directors of Bank shall have determined by vote of at least two-thirds (2/3) of all the Directors (excluding Executive) that Executive's obligations under this subparagraph shall cease. During the period covered by the preceding sentence, Executive shall render such services as shall may be required of her in order to explore and pursue fully the Potential Change-in-Control in accordance with directions, policies and determinations from time to time made reasonably requested by the Board of Directors of Bank the Company (the "Board"), and in connection therewith, to perform such duties commensurate with his office or Parent or the President of Bank and communicated to Executive. During said period, Executive position as he shall use her reasonable best efforts to fulfill her responsibilities to Bank in the interests of Bank and the shareholders of Parent and as reasonably requested of her be directed by the Board to perform. For any portion of Directors the Term occurring after December 31, 2010, the Executive agrees to render his services to the Company as an employee and as the Chairman of the Board, but not as President and Chief Executive Officer of the Company, and to render his services to the Bank or Parent or as an employee and as the President Chairman of Bank for such purposesthe Board, but not as Chief Executive Officer of the Bank. The Executive shall perform such duties faithfully and diligently at all times. The Executive shall have no other employment while he is employed by the Company; provided, however, that the Executive may serve on the boards of Executive pursuant directors of companies which do not compete with the Company and in such capacity attend regularly scheduled board meetings to the first sentence extent approved in writing in advance by the Board. When and if requested to do so by the Board, the Executive shall serve as a director and officer of any other subsidiary or affiliate of the Company. The Company shall notify the Executive if it believes that the Executive has breached any of his obligations under this subparagraph Section 2; in such event, the Executive shall have thirty (b30) may be terminateddays within which to cure such breach, without other than a breach of this Agreement, either by Bank his obligation to refrain from employment with any person or Parent for Cause, Disability entity other than the Company or Material Breach, any of its subsidiaries or by Executive for Good Reasonaffiliates.

Duties of Employment. (a) During the Term, Executive will serve as Vice President Chief Executive Officer of the Company and Secretary the Bank and as a director of NFC and Senior Vice President of Bankboth entities, subject to the terms of this Employment Agreement and the direction and control of the Boards Board of Directors and the President of Bank and NFCDirectors. During the Term, Executive will serve the Company and the Bank and NFC faithfully, diligently and competently and will devote full-time to her his employment and will hold, in addition to the offices office of Vice President Chief Executive Officer of the Company and Secretary of NFC and Senior Vice President of the Bank, such other executive offices of Bank the Company or NFCthe Bank, or their respective its subsidiaries and affiliates, to which she he may be elected, appointed or assigned by the Boards Board of Directors of the Company or the Bank or NFC from time to time and will discharge such executive duties in connection therewith. As Chief Executive Officer, Executive shall have the general charge, supervision and control of the business and affairs of the Company and the Bank. Other executive officers of the Company and the Bank, including the President, shall directly report to Executive, as Chief Executive Officer. Nothing in this Agreement shall preclude Executive, with the prior approval of the President Board of Bank and NFCDirectors, from devoting reasonable periods of time required for (i) serving as a director or member of a committee of any organization involving no conflict of interest with Bank the Company or NFCthe Bank, or (ii) engaging in charitable, religious and community activities, provided, that such directorships, memberships or activities do not materially interfere with the performance of her his duties hereunder. (b) In the event that (1) a Potential Change-in- in-Control shall occur while Executive is employed by the Company or the Bank and/or Parent and (2) the Term shall have expired prior to the earlier of (x) abandonment of the event giving rise to such Potential Change-in-Control (as determined by the Board of Directors) and (y) occurrence of the Change-in-Control which gave rise to the Potential Change-in-Control, Executive agrees that she he will remain in the employ of the Company and the Bank and Parent at the request of Bank and Parentthe Company or the Bank, and in such event the Company and the Bank and Parent agree to continue to employ Executive, in the offices then held by her with the Company and the Bank and Parent and on the terms of employment then in effect until the earlier to occur of the following: (i) the event giving rise to the Potential Change-in-Control shall have been abandoned or terminated; (ii) a Change-in-Control has occurred; or (iii) the Board of Directors of the Company or the Bank shall have determined by vote of at least two-thirds (2/3) of all the Directors (excluding Executive) that Executive's ’s obligations under this subparagraph shall cease. During the period covered by the preceding sentence, Executive shall render such services as shall be required of her him in order to explore and pursue fully the Potential Change-in-Control in accordance with directions, policies and determinations from time to time made by the Board of Directors of Bank or Parent the Company or the President of Bank and communicated to Executive. During said period, Executive shall use her his reasonable best efforts to fulfill her his responsibilities to the Company and the Bank in the interests of the Company and the Bank and the shareholders of Parent the Company and the Bank and as reasonably requested of her him by the Board of Directors of Bank or Parent the Company or the President of Bank for such purposes. The employment of Executive pursuant to the first sentence of this subparagraph (b) may be terminated, without breach of this Agreement, either by the Company or the Bank or Parent for Cause, Disability or Material Breach, or by Executive for Good Reason.

Duties of Employment. (a) During the Term, Executive will serve as Vice President and Secretary Chief Executive Officer of NFC Bank and Senior Vice President of BankNFC, subject to the terms of this Employment Agreement and the direction and control of the Boards of Directors and the President of Bank and NFC. During the Term, Executive will serve Bank and NFC faithfully, diligently and competently and will devote full-time to her his employment and will hold, in addition to the offices of Vice President and Secretary Chief Executive Officer of NFC Bank and Senior Vice President of BankNFC, such other executive offices of Bank or NFC, or their respective subsidiaries and affiliates, to which she he may be elected, appointed or assigned by the Boards of Directors of Bank or NFC from time to time and will discharge such executive duties in connection therewith. Nothing in this Agreement shall preclude Executive, with the prior approval of the President Boards of Directors of Bank and NFC, from devoting reasonable periods of time required for (i) serving as a director or member of a committee of any organization involving no conflict of interest with Bank or NFC, or (ii) engaging in charitable, religious and community activities, provided, that such directorships, memberships or activities do not materially interfere with the performance of her his duties hereunder. (b) In the event that (1) a Potential Change-in- in-Control shall occur while Executive is employed by Bank and/or Parent and (2) the Term shall have expired prior to the earlier of (x) abandonment of the event giving rise to such Potential Change-in-Control (as determined by the Board of Directors) and (y) occurrence of the Change-in-Control which gave rise to the Potential Change-in-Control, Executive agrees that she he will remain in the employ of Bank and Parent at the request of Bank and Parent, and in such event Bank and Parent agree to continue to employ Executive, in the offices then held by her him with Bank and Parent and on the terms of employment then in effect until the earlier to occur of the following: (i) the event giving rise to the Potential Change-in-Control shall have been abandoned or terminated; (ii) a Change-in-Control has occurred; or (iii) the Board of Directors of Bank shall have determined by vote of at least two-thirds (2/3) of all the Directors (excluding Executive) that Executive's obligations under this subparagraph shall cease. During the period covered by the preceding sentence, Executive shall render such services as shall be required of her him in order to explore and pursue fully the Potential Change-in-Control in accordance with directions, policies and determinations from time to time made by the Board of Directors of Bank or Parent or the President of Bank and communicated to Executive. During said period, Executive shall use her his reasonable best efforts to fulfill her his responsibilities to Bank in the interests of Bank and the shareholders of Parent and as reasonably requested of her him by the Board of Directors of Bank or Parent or the President of Bank for such purposes. The employment of Executive pursuant to the first sentence of this subparagraph (b) may be terminated, without breach of this Agreement, either by Bank or Parent for Cause, Disability or Material Breach, or by Executive for Good Reason.

Duties of Employment. (a) During the Term, Executive will serve as Executive Vice President President, Treasurer and Secretary Chief Financial Officer of NFC Bank and Senior Vice President of BankNFC, subject to the terms of this Employment Agreement and the direction and control of the Boards of Directors and the President of Bank and NFC. During the Term, Executive will serve Bank and NFC faithfully, diligently and competently and will devote full-full- time to her his employment and will hold, in addition to the offices of Executive Vice President President, Treasurer and Secretary Chief Financial Officer of NFC Bank and Senior Vice President of BankNFC, such other executive offices of Bank or NFC, or their respective subsidiaries and affiliates, to which she he may be elected, appointed or assigned by the Boards of Directors of Bank or NFC from time to time and will discharge such executive duties in connection therewith. Nothing in this Agreement shall preclude Executive, with the prior approval of the President of Bank and NFC, from devoting reasonable periods of time required for (i) serving as a director or member of a committee of any organization involving no conflict of interest with Bank or NFC, or (ii) engaging in charitable, religious and community activities, provided, that such directorships, memberships or activities do not materially interfere with the performance of her his duties hereunder. (b) In the event that (1) a Potential Change-in- in-Control shall occur while Executive is employed by Bank and/or Parent and (2) the Term shall have expired prior to the earlier of (x) abandonment of the event giving rise to such Potential Change-in-in- Control (as determined by the Board of Directors) and (y) occurrence of the Change-in-Control which gave rise to the Potential Change-in-Control, Executive agrees that she he will remain in the employ of Bank and Parent at the request of Bank and Parent, and in such event Bank and Parent agree to continue to employ Executive, in the offices then held by her him with Bank and Parent and on the terms of employment then in effect until the earlier to occur of the following: (i) the event giving rise to the Potential Change-in-Control shall have been abandoned or terminated; (ii) a Change-in-Control has occurred; or (iii) the Board of Directors of Bank shall have determined by vote of at least two-thirds (2/3) of all the Directors (excluding Executive) that Executive's obligations under this subparagraph shall cease. During the period covered by the preceding sentence, Executive shall render such services as shall be required of her him in order to explore and pursue fully the Potential Change-in-Control in accordance with directions, policies and determinations from time to time made by the Board of Directors of Bank or Parent or the President of Bank and communicated to Executive. During said period, Executive shall use her his reasonable best efforts to fulfill her his responsibilities to Bank in the interests of Bank and the shareholders of Parent and as reasonably requested of her him by the Board of Directors of Bank or Parent or the President of Bank for such purposes. The employment of Executive pursuant to the first sentence of this subparagraph (b) may be terminated, without breach of this Agreement, either by Bank or Parent for Cause, Disability or Material Breach, or by Executive for Good Reason.

Duties of Employment. The Executive hereby agrees for the Term to render his exclusive services to the Company as (a) During the Term, Executive will serve as Vice President and Secretary of NFC and Senior Vice President of Bank, subject to the terms last sentence of this Employment Agreement and the direction and control of the Boards of Directors and the President of Bank and NFC. During the Term, Executive will serve Bank and NFC faithfully, diligently and competently and will devote full-time to her employment and will hold, in addition to the offices of Vice Section 2) its President and Secretary of NFC and Senior Vice President of BankChief Executive Officer and, such other executive offices of Bank or NFC, or their respective subsidiaries and affiliates, to which she may be elected, appointed or assigned by the Boards of Directors of Bank or NFC from time to time and will discharge such executive duties in connection therewith. Nothing in this Agreement , to perform such duties commensurate with his office as he shall preclude Executive, with the prior approval of the President of Bank and NFC, from devoting reasonable periods of time required for (i) serving as a director or member of a committee of any organization involving no conflict of interest with Bank or NFC, or (ii) engaging in charitable, religious and community activities, provided, that such directorships, memberships or activities do not materially interfere with the performance of her duties hereunder. (b) In the event that (1) a Potential Change-in- Control shall occur while Executive is employed by Bank and/or Parent and (2) the Term shall have expired prior to the earlier of (x) abandonment of the event giving rise to such Potential Change-in-Control (as determined by the Board of Directors) and (y) occurrence of the Change-in-Control which gave rise to the Potential Change-in-Control, Executive agrees that she will remain in the employ of Bank and Parent at the request of Bank and Parent, and in such event Bank and Parent agree to continue to employ Executive, in the offices then held by her with Bank and Parent and on the terms of employment then in effect until the earlier to occur of the following: (i) the event giving rise to the Potential Change-in-Control shall have been abandoned or terminated; (ii) a Change-in-Control has occurred; or (iii) the Board of Directors of Bank shall have determined by vote of at least two-thirds (2/3) of all the Directors (excluding Executive) that Executive's obligations under this subparagraph shall cease. During the period covered by the preceding sentence, Executive shall render such services as shall reasonably be required of her in order to explore and pursue fully the Potential Change-in-Control in accordance with directions, policies and determinations from time to time made directed by the Board of Directors of Bank or Parent or the President of Bank and communicated Company (the "Board") to Executiveperform. During said period, The Executive shall use her devote during the Term all of his business time, energy, and skill to his executive duties hereunder and perform such duties faithfully and efficiently, except for reasonable best efforts vacations and except for periods of illness or incapacity. When and if requested to fulfill her responsibilities to Bank do so by the Board, the Executive shall serve as a director of the Company and a director and officer of any subsidiary or affiliate of the Company, provided that the Executive shall be indemnified for liabilities incurred by him in his capacity as a Director or an Officer in accordance with an Indemnification Agreement in the interests form attached hereto as Exhibit A and as provided in the Company's Certificate of Bank Incorporation and By-Laws as in effect from time to time. From and after January 1, 2004, with the prior written consent of the Board, the Executive may resign from his position as President and Chief Executive Officer of the Company; it being understood that in such event (i) the Executive shall be obligated at the request of the Board to serve as its Chairman for the remainder of the Term, (ii) the Executive shall continue to perform services exclusively for the Company for the remainder of the Term as the Board shall direct consistent with his position as Chairman, (iii) the Annual Salary and Annual Bonus shall remain the same, unless the Board and the shareholders of Parent Executive shall reasonably agree otherwise and (iv) such resignation, and any circumstances directly or indirectly related thereto, shall not constitute Good Reason (as reasonably requested of her by the Board of Directors of Bank or Parent or the President of Bank for such purposes. The employment of Executive pursuant to the first sentence of this subparagraph (b) may be terminated, without breach of this Agreement, either by Bank or Parent for Cause, Disability or Material Breach, or by Executive for Good Reasondefined below).