Common use of Golden Parachute Clause in Contracts

Golden Parachute. Executive may elect to terminate his employment in the event that: (i) seven percent (7%) or more of Employer's then issued and outstanding common stock or seven percent (7%) or more of any class of Employer's then issued and outstanding preferred stock is acquired by any person or entity, or persons or entities acting in concert as determined by Executive in his sole and absolute discretion; (ii) Employer loses its ability to exercise a controlling influence over Employer's operations; (iii) a hostile election of a majority of Employer's Board occurs; or (iv) Employer is merged, sold or dissolved. Such events shall be known as a "Change-In-Control". If Executive elects to be retained, Executive will maintain that capacity and function occupied by Executive at the time of such Change-In-Control. If Executive elects to terminate his employment at such time, and under such conditions, Executive shall be entitled to those severance arrangements as would be applicable under Section 6.1(c). In addition to those severance arrangements applicable under Section 6.1(c), Executive shall further receive a parachute payment consisting of a one-time, lump sum payment totaling 2.99 times the average of Executives Base Salary (even if such Base Salary was unpaid) over the past five taxable years prior to the Change-In-Control ("Parachute Payment"). If the Executive has not been employed with Employer for five taxable years, the calculation shall be for the shorter period, with any partial taxable year annualized, excluding one-time payments, such as relocation expenses. Executive's Parachute Payment will be adjusted accordingly to avoid tax penalties imposed pursuant to Sections 280G and 4999 of the Internal Revenue Code, as amended. Executive shall also be reimbursed for 150% of any golden parachute excise taxes. Executive shall also receive reimbursement for any attorney's fees and other expenses incurred to collect severance benefits and payments under this section because of a Change-In-Control. All payments provided for in this Section 6.1(f) are due on the date of Change-In-Control. Executed on May __, 2003, at Irvine, California. EMPLOYER ULTIMATE SECURITY SYSTEMS CORPORATION By: --------------------------- Xxx Xxxxxx Its: Director EXECUTIVE By: ---------------------------- Xxxxx Xxxxxx --------------------------------------------------------------------------------

Golden Parachute. If any of the payments provided for in paragraph 6(b) of this Agreement, together with any other payments or benefits that the Executive may elect has the right to terminate his employment receive from Bank or any member of an affiliated group of corporations (as defined in Code Section 1504, without regard to Code Section 1504(b)) of which Bank is a member (together, the event that: (i) seven percent (7%) or more of Employer's then issued and outstanding common stock or seven percent (7%) or more of any class of Employer's then issued and outstanding preferred stock is acquired by any person or entity, or persons or entities acting in concert as determined by Executive in his sole and absolute discretion; (ii) Employer loses its ability to exercise a controlling influence over Employer's operations; (iii) a hostile election of a majority of Employer's Board occurs; or (iv) Employer is merged, sold or dissolved. Such events shall be known as a "Change-In-Control". If Executive elects to be retained, Executive will maintain that capacity and function occupied by Executive at the time of such Change-In-Control. If Executive elects to terminate his employment at such time, and under such conditions, Executive shall be entitled to those severance arrangements as would be applicable under Section 6.1(c). In addition to those severance arrangements applicable under Section 6.1(c“Payments”), Executive shall further receive would constitute a parachute payment consisting of a one-time, lump sum payment totaling 2.99 times the average of Executives Base Salary (even if such Base Salary was unpaidas defined in Code Section 280G(b)(2)) over the past five taxable years prior that is subject to the Changeexcise tax imposed by Code Section 4999 (the “Excise Tax”) after taking into account the value to Bank and its subsidiaries and affiliates of the restrictive covenants in paragraph 9 of this Agreement, Bank will cause to be determined, before any Payment is made, which of the following two alternatives would maximize the Executive’s after-In-Control tax proceeds: ("Parachute Payment"1) payment in full of the entire amount of the Payments or (2) payment of only a part of the Payments, reduced to the minimum extent necessary so that the Executive receives the largest Payments possible without the imposition of the Excise Tax (“Reduced Payments”). If it is determined that Reduced Payments will maximize the Executive’s after-tax benefit, then (1) cash compensation subject to the six-month delay rule in Code Section 409A(a)(2)(B)(i) shall be reduced first, and then cash payments that are not so subject shall be reduced, (2) the Payments shall be paid only to the extent permitted under the Reduced Payments alternative, and (3) the Executive has not been employed with Employer will have no rights to any additional payments and/or benefits constituting the Payments. Unless Bank and the Executive otherwise agree in writing, any determination required under this paragraph 6(d) shall be made in writing by an Independent Tax Advisor (as defined below), which shall be paid solely by Bank and whose determination shall be conclusive and binding upon Bank and the Executive for five taxable yearsall purposes. For purposes of making the calculations required by this paragraph 6(d), the calculation shall be for Independent Tax Advisor may rely on reasonable, good faith interpretations concerning the shorter period, with any partial taxable year annualized, excluding one-time payments, such as relocation expenses. Executive's Parachute Payment will be adjusted accordingly to avoid tax penalties imposed pursuant to application of Sections 280G and 4999 of the Internal Revenue Code, as amended. Bank and the Executive shall also be reimbursed for 150% of any golden parachute excise taxesfurnish to the Independent Tax Advisor such information and documents as the Independent Tax Advisor may reasonably request in order to make the required determinations. The term “Independent Tax Advisor” means a nationally recognized accounting firm selected by Bank and reasonably acceptable to Executive, except that if Bank and the Executive shall also receive reimbursement for any attorney's fees and other expenses incurred are unable to collect severance benefits and payments under this section because of a Change-In-Control. All payments provided for in this Section 6.1(f) are due agree on the date selection of Change-In-Control. Executed the Independent Tax Advisor, Bank shall request PricewaterhouseCoopers (United States) (“PwC”) to select a nationally recognized accounting firm to serve as the Independent Tax Advisor, and PwC’s selection of the Independent Tax Advisor will be final and binding on May __, 2003, at Irvine, California. EMPLOYER ULTIMATE SECURITY SYSTEMS CORPORATION By: --------------------------- Xxx Xxxxxx Its: Director EXECUTIVE By: ---------------------------- Xxxxx Xxxxxx --------------------------------------------------------------------------------Bank and the Executive for purposes of this Agreement.

Golden Parachute. Notwithstanding anything in this Agreement to the contrary, if Executive may elect is a “disqualified individual” (as defined in section 280G(c) of the Code) and the benefits and payments provided for in this Agreement, together with any other payments or vesting of equity awards which Executive has the right to terminate his employment receive on account of a “change in control” (defined for this purpose in section 280G of the Code) would in the event thataggregate result in a “parachute payment” (as defined in section 280G(b)(2) of the Code) to Executive, the amount of such change in control payments shall be reduced by the Company so that the aggregate of payments to Executive is the maximum change in control payment that does not constitute a parachute payment (such amount referred to herein as the “Safe Harbor Payment”); provided, however, such reduction shall not be applied if the net payment to Executive (after considering the effect of applicable excise taxes under section 4999 of the Code) is greater than the Safe Harbor Payment. If, as a result of the above calculations, payments or benefits are to be reduced to the Safe Harbor Payment, the reduction shall be applied in the following order: (i) seven percent (7%) or more of Employer's then issued and outstanding common stock or seven percent (7%) or more of any class of Employer's then issued and outstanding preferred stock cash severance pay that is acquired by any person or entityexempt from section 409A, or persons or entities acting in concert as determined by Executive in his sole and absolute discretion; (ii) Employer loses its ability to exercise a controlling influence over Employer's operations; any other cash severance pay, (iii) a hostile election of a majority of Employer's Board occurs; or continued health care benefits, (iv) Employer is mergedany restricted stock, sold or dissolved(v) any equity awards other than restricted stock and stock options, and (vi) stock options. Such events Unless the Company and Executive otherwise agree in writing, any determination required under this Section shall be known as a "Change-In-Control". If made by an independent advisor designated by the Company and reasonably acceptable to Executive elects to be retained(the “Independent Advisor”), Executive will maintain that capacity and function occupied by Executive at the time of such Change-In-Control. If Executive elects to terminate his employment at such time, and under such conditions, Executive whose determination shall be entitled to those severance arrangements as would be applicable conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under Section 6.1(c). In addition to those severance arrangements applicable under Section 6.1(c), Executive shall further receive a parachute payment consisting of a one-time, lump sum payment totaling 2.99 times the average of Executives Base Salary (even if such Base Salary was unpaid) over the past five taxable years prior to the Change-In-Control ("Parachute Payment"). If the Executive has not been employed with Employer for five taxable yearsthis Section, the calculation shall be for Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the shorter period, with any partial taxable year annualized, excluding one-time payments, such as relocation expenses. Executive's Parachute Payment will be adjusted accordingly to avoid tax penalties imposed pursuant to Sections application of sections 280G and 4999 of the Internal Revenue Code, as amended; provided that the Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate in the absence of clear evidence to the contrary. The Company and Executive shall also be reimbursed for 150% of any golden parachute excise taxes. Executive shall also receive reimbursement for any attorney's fees furnish to the Independent Advisor such information and other expenses incurred documents as the Independent Advisor may reasonably request in order to collect severance benefits and payments make a determination under this section because of a Change-In-ControlSection. All payments provided for The Company shall bear all costs that the Independent Advisor may incur in connection with any calculations contemplated by this Section 6.1(f) are due on the date of Change-In-Control. Executed on May __, 2003, at Irvine, California. EMPLOYER ULTIMATE SECURITY SYSTEMS CORPORATION By: --------------------------- Xxx Xxxxxx Its: Director EXECUTIVE By: ---------------------------- Xxxxx Xxxxxx --------------------------------------------------------------------------------Section.

Golden Parachute. Notwithstanding anything in this Agreement to the contrary, if Executive may elect is a “disqualified individual” (as defined in section 280G(c) of the Code) and the benefits and payments provided for in this Agreement, together with any other payments or vesting of equity awards which Executive has the right to terminate his employment receive on account of a “change in control” (defined for this purpose in section 280G of the Code) would in the event thataggregate result in a “parachute payment” (as defined in section 280G(b)(2) of the Code) to Executive, the total amount of all such change in control payments shall be reduced by BancorpSouth so that the aggregate payments to Executive do not constitute such a parachute payment; provided, however, that such reduction shall not occur if the net payment to Employee after considering the effect of any applicable excise tax under section 4999 of the Code is greater than the amount that Executive would receive after application of the reduction described in this Section. If Executive’s payments or benefits are delivered to a lesser extent in accordance with this Section, then Executive’s aggregate benefits shall be reduced in the following order: (i) seven percent (7%) or more of Employer's then issued and outstanding common stock or seven percent (7%) or more of any class of Employer's then issued and outstanding preferred stock cash severance pay that is acquired by any person or entity, or persons or entities acting in concert as determined by Executive in his sole and absolute discretionexempt from section 409A; (ii) Employer loses its ability to exercise a controlling influence over Employer's operationsany other cash severance pay; (iv) continued health care benefits; (iii) a hostile election of a majority of Employer's Board occursany restricted stock; or (iv) Employer is mergedany equity awards other than restricted stock and stock options; and (v) stock options. Unless BancorpSouth and Executive otherwise agree in writing, sold or dissolved. Such events any determination required under this Section shall be known as a "Change-In-Control". If made by an independent advisor designated by the Company and reasonably acceptable to Executive elects to be retained(“Independent Advisor”), Executive will maintain that capacity and function occupied by Executive at the time of such Change-In-Control. If Executive elects to terminate his employment at such time, and under such conditions, Executive whose determination shall be entitled to those severance arrangements as would be applicable conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under Section 6.1(c). In addition to those severance arrangements applicable under Section 6.1(c), Executive shall further receive a parachute payment consisting of a one-time, lump sum payment totaling 2.99 times the average of Executives Base Salary (even if such Base Salary was unpaid) over the past five taxable years prior to the Change-In-Control ("Parachute Payment"). If the Executive has not been employed with Employer for five taxable yearsthis Section, the calculation shall be for Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the shorter period, with any partial taxable year annualized, excluding one-time payments, such as relocation expenses. Executive's Parachute Payment will be adjusted accordingly to avoid tax penalties imposed pursuant to Sections application of sections 280G and 4999 of the Internal Revenue Code, as amendedprovided that Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall also be reimbursed for 150% of any golden parachute excise taxes. Executive shall also receive reimbursement for any attorney's fees furnish to Independent Advisor such information and other expenses incurred documents as Independent Advisor may reasonably request in order to collect severance benefits and payments make a determination under this section because of a Change-In-ControlSection. All payments provided for The Company shall bear all costs that the Independent Advisor may incur in connection with any calculations contemplated by this Section 6.1(f) are due on the date of Change-In-Control. Executed on May __, 2003, at Irvine, California. EMPLOYER ULTIMATE SECURITY SYSTEMS CORPORATION By: --------------------------- Xxx Xxxxxx Its: Director EXECUTIVE By: ---------------------------- Xxxxx Xxxxxx --------------------------------------------------------------------------------Section.