Common use of Limitation of Payments Clause in Contracts

Limitation of Payments. In the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or the Bank, any person whose actions result in a Change in Control or any person affiliated with the Company or the Bank or such person) (collectively with the payments and benefits hereunder, “Total Payments”) would not be deductible (in whole or part) as a result of section 280G of the Code by the Company, the Bank, an affiliate or other person making such payment or providing such benefit, the payments and benefits hereunder shall be reduced until no portion of the Total Payments is not deductible, or the payments and benefits hereunder are reduced to zero. For purposes of this limitation (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment under subsection (a) shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Employee and acceptable to the Company’s independent auditors, is not likely to constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code, (iii) the payments and benefits hereunder shall be reduced only to the extent necessary so that, in the opinion of the tax counsel referred to in clause (ii), the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety are likely to constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code or are otherwise not likely to be subject to disallowance as deductions; and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company’s independent auditors in accordance with the principles of sections 280G(d)(3) and (4) of the Code.

Limitation of Payments. (a) In the event that Employee shall become entitled to the amounts and/or benefits provided by Section 10(b)(iii) or any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee’s employment other amounts (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or the BankCompany, any person whose actions result results in a Change in Control change of ownership covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or the Bank or such person) (collectively with the payments and benefits hereunder, “Total Payments”) would not be deductible (in whole or part) as a result of section a Change in Control or other change in ownership as defined in Section 280G of the Code (collectively the "Company Payments"), and such Company Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the CompanyCode (and any similar tax that may hereafter be imposed) the Company shall pay to Employee at the time specified in subsection (d) below an additional amount (the "Gross-up Payment') such that the net amount retained by Employee, after deduction of any Excise Tax on the BankCompany Payments and any federal, an affiliate state, and local income or other person making payroll tax upon the Gross-up Payment provided for by this paragraph (a), but before deduction for any federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments. Notwithstanding the foregoing provisions of this Section 16 to the contrary, if it shall be determined that Employee is entitled to a Gross-up Payment, but the Company Payments do not exceed 110% of the greatest amount (the "Reduced Amount") that could be paid to Employee such payment or providing such benefitthat the receipt of Company Payments would not give rise to any Excise Tax, then no Gross-up Payment shall be made to Employee and the payments and benefits hereunder Company Payments, in the aggregate shall be reduced until no portion of the Total Payments is not deductible, or the payments and benefits hereunder are reduced to zero. For purposes of this limitation (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment under subsection (a) shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Employee and acceptable to the Company’s independent auditors, is not likely to constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code, (iii) the payments and benefits hereunder shall be reduced only to the extent necessary so that, in the opinion of the tax counsel referred to in clause (ii), the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety are likely to constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code or are otherwise not likely to be subject to disallowance as deductions; and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company’s independent auditors in accordance with the principles of sections 280G(d)(3) and (4) of the CodeReduced Amount.

Limitation of Payments. In the event that (i) If any payment or benefit received or to be received by the Employee Executive in connection with a Change an event described in Control or the termination Section 280G(2)(A)(i) of the Employee’s employment Code (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company Employers (or the Banktheir affiliates), any person whose actions result in a Change in Control or any person affiliated (together with the Company or Special Severance Payment, the Bank or such person) (collectively with the payments and benefits hereunder, “"Total Payments”")) would not be deductible by the Employers (or any predecessor Employers of the Executive) in whole or part) full as a result of section Section 280G of the Code by the CompanyCode, the Bank, an affiliate Special Severance Payment or other person making such payment payments or providing such benefit, the payments and benefits hereunder both shall be reduced until no portion of the Total Payments is not deductibledeductible as a result of Section 280G of the Code, or the payments and benefits hereunder are Special Severance Payment is reduced to zero, whichever occurs first. For purposes of this limitation (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment under subsection (a) shall be taken into account, (ii) no portion In the event a dispute develops between the Employers and the Executive as to the manner of calculating the amount of the Total Payments Special Severance Payment payable to the Executive pursuant to this provision, the Special Severance Payment shall be taken into account whichcalculated by the Employers' independent certified public accountants and if desired by the Employers, outside legal counsel, whose determination shall be binding on the parties hereto. Except as provided in Section 6(f) (iii), the Employers shall have no liability for inaccurate calculation of the benefits payable to the Executive pursuant to this Section 6 so long as such calculation is made in good faith. (iii) As a result of the possible uncertainty in the opinion application of tax counsel selected Section 280(G) of the Code at the time of the initial determination of any amount payable hereunder or as a result of the uncertainties of this Agreement as they may be affected by other compensation plans, programs, or agreements of the Employers, it is possible that payments made under this Agreement will have been made by the Employee and acceptable Employers which should not have been made (an "Overpayment") or that additional payments could have been made which were not made (an "Underpayment"). In the event that a payment or other benefit is due to the Company’s Executive under this Agreement or any other plan, program or agreement of the Employers and such payment or benefit results in an Overpayment, as determined by the Employers' independent auditorscertified public accountants or outside legal counsel, is not likely such Overpayment shall be treated for all purposes as a loan to constitute a “parachute payment” within the meaning of section 280G(b)(2Executive which he shall repay to the Employers, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. In the event that the Employers, (iii) based on the payments and benefits hereunder assertion of a deficiency by the Internal Revenue Service against the Employers or the Executive which the Employers' certified public accountants or outside legal counsel believe has a high probability of success, determines that an Overpayment has been made, such Overpayment shall be reduced only treated as a loan to the Executive which he shall repay to the Employers, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Executive to the Employers if and to the extent necessary so that, in that such payment would not reduce both the opinion of the tax counsel referred amount which is subject to in clause (ii), the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety are likely to constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) taxation under Section 4999 of the Code and the deduction denied under Section 280G of the Code. In the event that the Employers' independent certified public accountants or are otherwise not likely to be subject to disallowance as deductions; and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments outside legal counsel determine that an Underpayment has occurred, such Underpayment shall be determined paid promptly by the Company’s independent auditors Employers to or for the benefit of the Executive, together with interest at the applicable federal rate provided for in accordance with the principles of sections 280G(d)(3) and (4Section 7872(f)(2) of the Code.

Limitation of Payments. In Notwithstanding anything in this Agreement to the event that any payment or benefit received or to be received by the Employee contrary, if Executive is a “disqualified individual” (as defined in connection with a Change in Control or the termination section 280G(c) of the Employee’s employment (whether pursuant to Code) and the terms of payments provided for in this Agreement or Agreement, together with any other plan, arrangement payments or agreement with vesting of equity awards which Executive has the Company or the Bank, any person whose actions result right to receive on account of a “change in a Change control” (defined for this purpose in Control or any person affiliated with the Company or the Bank or such person) (collectively with the payments and benefits hereunder, “Total Payments”) would not be deductible (in whole or part) as a result of section 280G of the Code by the Company, the Bank, an affiliate or other person making such payment or providing such benefit, the payments and benefits hereunder shall be reduced until no portion of the Total Payments is not deductible, or the payments and benefits hereunder are reduced to zero. For purposes of this limitation (iCode) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment under subsection (a) shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, would in the opinion of tax counsel selected by the Employee and acceptable to the Company’s independent auditors, is not likely to constitute aggregate result in a “parachute payment” within the meaning of (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 such 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) cash severance pay that is exempt from section 409A, (ii) any other cash severance pay, (iv) continued health care benefits, (iii) the payments and benefits hereunder shall be reduced only to the extent necessary so thatany restricted stock, in the opinion of the tax counsel referred to in clause (ii), the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety are likely to constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code or are otherwise not likely to be subject to disallowance as deductions; and (iv) the value of any non-cash benefit or equity awards other than restricted stock and stock options, and (v) stock options. Unless BancorpSouth and Executive otherwise agree in writing, any deferred payment or benefit included in the Total Payments determination required under this Section shall be determined made by an independent advisor designated by the Company’s independent auditors in accordance with Company and reasonably acceptable to Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon Executive and the principles Company for all purposes. For purposes of making the calculations required under this Section, the Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of sections 280G(d)(3) 280G and (4) 4999 of the Code; provided that Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Advisor such information and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that the Independent Advisor may incur in connection with any calculations contemplated by this Section.

Limitation of Payments. In the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or Company, the Bank, any person whose actions result in a Change in Control successor or any person affiliated with an affiliate of the Company or the Bank or such persona successor) (collectively with the payments and benefits hereunder, “Total Payments”) would not be deductible (in whole or part) as a result of section Section 280G of the Code Code, by the Company, the Bank, an affiliate or other person making such payment or providing such benefit, the payments and benefits hereunder shall be reduced until no portion of the Total Payments is not deductible, or the payments and benefits hereunder are reduced to zero. Any such reduction shall be made by the Employer in its sole discretion consistent with the requirements of Section 409A of the Code. For purposes of this limitation (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment under subsection (a) shall be taken into account, ; (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel a national accounting or benefits consulting firm selected by the Employee Employer, and acceptable to the Company’s independent auditors, is not likely to constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code, ; (iii) the payments and benefits hereunder shall be reduced only to the extent necessary so that, in the opinion of the tax counsel a national accounting or benefits consulting firm referred to in clause (ii), the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety are likely to constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code or are otherwise not likely to be subject to disallowance as deductions; and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company’s independent auditors in accordance with the principles of sections 280G(d)(3) and (4) of the Code.

Limitation of Payments. In the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee’s 's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or the Bank, any person whose actions result in a Change in Control or any person affiliated with the Company or the Bank or such person) (collectively with the payments and benefits hereunder, “Total Payments”) would not be deductible (in whole or part) as a result of section Section 280G of the Code by the Company, the Bank, an affiliate or other person making such payment or providing such benefit, the payments and benefits hereunder shall be reduced until no portion of the Total Payments is not deductible, or the payments and benefits hereunder are reduced to zero. For purposes of this limitation (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment under subsection (a) shall be taken into account, ; (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Employee and acceptable to the Company’s independent auditors, is not likely to constitute a “parachute payment” within the meaning of section Section 280G(b)(2) of the Code, ; (iii) the payments and benefits hereunder shall be reduced only to the extent necessary so that, in the opinion of the tax counsel referred to in clause (ii), the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety are likely to constitute reasonable compensation for services actually rendered within the meaning of section Section 280G(b)(4) of the Code or are otherwise not likely to be subject to disallowance as deductions; and (iv) the value of any non-cash non‑cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company’s independent auditors in accordance with the principles of sections Sections 280G(d)(3) and (4) of the Code.