Common use of Payments Upon a Change in Control Clause in Contracts

Payments Upon a Change in Control. If pursuant to Section 3 above, the Executive is entitled to amounts and benefits under this Section 4, the Company shall pay or provide, as the case may be, the following items: (a) immediately following his termination of employment with the Company, the Company shall continue to pay to the Executive for a period of one year the Executive's then current annual salary plus the Executive's then current annual targeted bonus pursuant to the terms of that certain Executive Incentive Bonus Plan of the Company attached hereto as Exhibit A (as such plan may be modified from time to time). Such payments shall be made to Executive by the Company in equal weekly installments. (b) within five (5) business days (or at such earlier time as required by applicable law) following his termination of employment with the Company, the Company shall pay to the Executive in a lump sum: (i) any earned but unpaid base salary, (ii) any earned but unpaid bonus, (iii) accrued but unused vacation time as of the date of termination, and (iv) incurred but unreimbursed business expenses for the period prior to termination. (c) for a period of twelve (12) months commencing on the date of the Change of Control, subject to the Executive's continued copayment of premiums which shall not exceed the level of copayments prior to such Change of Control, the Company shall continue to pay the premiums to provide health benefits and coverage for the Executive and his dependents under the Company's health plans in effect prior to such Change of Control which cover senior executives. The Company's obligation to pay premiums hereunder shall cease upon the Executive's employment with any employer (other than due to self-employment) following a Change of Control. Upon the expiration of such twelve (12) month period, the Company shall offer COBRA continuation health coverage to the Executive and his dependents in accordance with applicable law.

Payments Upon a Change in Control. If pursuant to Section 3 above, the Executive is entitled to amounts and benefits under this Section 4, the Company shall pay or provide, as the case may be, the following items: (a) immediately within five (5) business days following his termination a Change of employment with the CompanyControl, the Company shall continue to pay to the Executive for in a period lump sum an amount equal to two (2) times the sum of one year (i) the Executive's then current annual salary plus (ii) the Executive's then current annual targeted bonus pursuant to the terms of that certain Executive Incentive Bonus Plan of the Company attached hereto as Exhibit A (as such plan may be modified from time to time.). Such payments shall be made to Executive (b) upon the occurrence of a Change in Control, all outstanding stock options granted by the Company in equal weekly installmentsto the Executive under the Company's stock option plans (collectively, the "Plan") shall immediately vest and be exercisable notwithstanding any provisions of the Plan to the contrary. (bc) within five (5) business days (or at such earlier time as required by applicable law) following his termination of employment with the Company, the Company shall pay to the Executive in a lump sum: (i) any earned but unpaid base salary, (ii) any earned but unpaid bonus, (iii) accrued but unused vacation time as of the date of termination, and (iv) incurred but unreimbursed business expenses for the period prior to termination. (cd) for a period of twelve twenty-four (1224) months commencing on the date of the Change of Control, subject to the Executive's continued copayment of premiums which shall not exceed the level of copayments prior to such Change of Control, the Company shall continue to pay the premiums to provide health benefits and coverage for the Executive and his dependents under the Company's health plans in effect prior to such Change of Control which cover senior executives. The Company's obligation to pay premiums hereunder shall cease upon the Executive's employment with any employer (other than due to self-employment) following a Change of Control. Upon the expiration of such twelve twenty-four (1224) month period, the Company shall offer COBRA continuation health coverage to the Executive and his dependents in accordance with applicable law.

Payments Upon a Change in Control. If pursuant to Section 3 above, the Executive is entitled to amounts and benefits under this Section 4, the Company shall pay or provide, as the case may be, the following items: (a) immediately If during the term of this Agreement there is a change in control of the Bank or the Holding Company and within 12 months following his such change in control there is an involuntary termination of the Employee’s employment with the CompanyBank, other than for cause, whether or not such termination occurs during the term of this Agreement, the Company Bank shall continue to pay to the Executive for Employee in a period lump sum in cash within 25 business days after the date of one year the Executive's then current annual salary plus the Executive's then current annual targeted bonus pursuant severance of employment an amount equal to the terms of that certain Executive Incentive Bonus Plan 100 percent of the Company attached hereto Employee’s “base amount” of compensation, as Exhibit A defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (as such plan may be modified from time to time“Code”). Such payments shall be made to Executive by the Company in equal weekly installments. (b) If during the term of this Agreement there is a change in control, and within five (5) business days (or at 12 months following such earlier time as required by applicable law) following his change in control there is an involuntary termination of employment with the CompanyEmployee’s employment, whether or not such termination occurs during the term of this Agreement, the Company Bank shall pay cause to be continued life, health and disability coverage substantially identical to the Executive in a lump sum: (i) any earned but unpaid base salarycoverage maintained by the Bank for the Employee prior to his severance. Subject to applicable federal and state laws, (ii) any earned but unpaid bonus, (iii) accrued but unused vacation time as such coverage shall cease upon the earlier of the date of termination, and (iv) incurred but unreimbursed business expenses for the period prior to termination. (c) for a period of Employee’s obtaining similar coverage by another employer or twelve (12) months commencing on from the date of the Change of ControlEmployee’s termination. In the event the Employee obtains new employment and receives less coverage for life, subject health or disability, the Bank shall provide coverage substantially identical to the Executive's continued copayment of premiums which shall not exceed coverage maintained by the level of copayments Bank for the Employee prior to such Change of Control, the Company shall continue to pay the premiums to provide health benefits and coverage termination for the Executive and his dependents under balance of the Company's health plans in effect prior to such Change of Control which cover senior executives. The Company's obligation to pay premiums hereunder shall cease upon the Executive's employment with any employer (other than due to self-employment) following a Change of Control. Upon the expiration of such twelve (12) month period. (c) If during the term of this Agreement there is a change in control of the Bank or the Holding Company, and within 12 months following such change in control, the Company Employee voluntarily terminates his or her employment, whether or not such voluntary termination of employment occurs during the term of this Agreement, the Bank shall offer COBRA continuation continue to pay Employee his or her base compensation and shall continue to provide life, health and disability coverage maintained for the Employee prior to his or her voluntary termination of employment for any remaining portion of the Executive period ending 12 months following such change in control; provided, however, that subject to applicable federal and his dependents in accordance with applicable lawstate laws, such life, health and disability coverage shall cease upon Employee’s obtaining substantially similar coverage from another employer.

Payments Upon a Change in Control. If pursuant to Section 3 above, the Executive is entitled to amounts and benefits under this Section 4, the Company shall pay or provide, as the case may be, the following items: (a) immediately following his termination of employment with the Company, the Company shall continue to pay to the Executive for a period of one year the Executive's then current annual salary plus the Executive's then current annual targeted bonus pursuant to the terms of that certain Executive Incentive Bonus Plan of the Company attached hereto as Exhibit A (as such plan may be modified from time to time). Such payments shall be made to Executive by the Company in equal weekly installments. (b) within five (5) business days (or at such earlier time as required by applicable law) following his termination of employment with the Company, the Company shall pay to the Executive in a lump sum: (i) any earned but unpaid base salary, (ii) any earned but unpaid bonus, (iii) accrued but unused vacation time as of the date of termination, and (iv) incurred but unreimbursed business expenses for the period prior to termination.but (c) for a period of twelve (12) months commencing on the date of the Change of Control, subject to the Executive's continued copayment of premiums which shall not exceed the level of copayments prior to such Change of Control, the Company shall continue to pay the premiums to provide health benefits and coverage for the Executive and his dependents under the Company's health plans in effect prior to such Change of Control which cover senior executives. The Company's obligation to pay premiums hereunder shall cease upon the Executive's employment with any employer (other than due to self-self employment) following a Change of Control. Upon the expiration of such twelve (12) month period, the Company shall offer COBRA continuation health coverage to the Executive and his dependents in accordance with applicable law.

Payments Upon a Change in Control. If pursuant to Section 3 above, the Executive is entitled to amounts and benefits under this Section 4, the Company shall pay or provide, as the case may be, the following items: (a) immediately within five (5) business days following his termination a Change of employment with the CompanyControl, the Company shall continue to pay to the Executive for in a period lump sum an amount equal to two (2) times the sum of one year (i) the Executive's then current annual salary plus (ii) the Executive's then current annual targeted bonus pursuant to the terms of that certain Executive Incentive Bonus Plan of the Company attached hereto as Exhibit A (as such plan may be modified from time to time.). Such payments shall be made to Executive (b) upon the occurrence of a Change in Control, all outstanding stock options granted by the Company in equal weekly installmentsto the Executive under the Company's stock option plans (collectively, the "Plan") shall immediately vest and be exercisable notwithstanding any provisions of the Plan to the contrary. (bc) within five (5) business days (or at such earlier time as required by applicable law) following his termination of employment with the Company, the Company shall pay to the Executive in a lump sum: (i) any earned but unpaid base salary, (ii) any earned but unpaid bonus, (iii) accrued but unused vacation time as of the date of termination, and (iv) incurred but unreimbursed business expenses for the period prior to termination. (cd) for a period of twelve twenty-four (1224) months commencing on the date of the Change of Control, subject to the Executive's continued copayment of premiums which shall not exceed the level of copayments prior to such Change of Control, the Company shall continue to pay the premiums to provide health benefits and coverage for the Executive and his dependents under the Company's health plans in effect prior to such Change of Control which cover senior executives. The Company's obligation to pay premiums hereunder shall cease upon the Executive's employment with any employer (other than due to self-employment) following a Change of Control. Upon the expiration of such twelve twenty-four (1224) month period, the Company shall offer COBRA continuation health coverage to the Executive and his dependents in accordance with applicable law.

Payments Upon a Change in Control. If pursuant to Section 3 aboveUpon the occurrence of a Change in Control (as defined herein), the any unvested equity compensation held by Executive is entitled to amounts shall become immediately vested in full and benefits under this Section 4, the Company shall pay provide Executive a lump-sum cash payment not later than thirty (30) days ​ ​ following the Change in Control date (collectively referred to herein as “Benefits” or provide“Change in Control Benefits”); provided, as the case may behowever, the following items: (a) immediately following his termination provision of employment with the Company, such Benefits is conditioned on Executive’s execution of a Waiver and Release Agreement in a form acceptable to the Company shall continue to pay to during the Release Period (as described herein), which includes a general release by Executive for a period of one year the Executive's then current annual salary plus the Executive's then current annual targeted bonus pursuant to the terms of that certain Executive Incentive Bonus Plan of the Company attached hereto as Exhibit A (as such plan may be modified from time to time). Such payments shall be made to Executive by the Company in equal weekly installments. (b) within five (5) business days (or at such earlier time as required by applicable law) following his termination of employment with the Companyand its successors, the Company shall pay affiliates and other related parties to the Executive in a lump sum: (i) any earned but unpaid base salary, (ii) any earned but unpaid bonus, (iii) accrued but unused vacation time as of the date of terminationfullest extent permitted by law, and (iv) incurred but unreimbursed business expenses for Executive does not revoke the period prior to termination. (c) for general release within any applicable revocation period. Immediately upon the occurrence of a period of twelve (12) months commencing on the date of the Change of Control, subject to the Executive's continued copayment of premiums which shall not exceed the level of copayments prior to such Change of in Control, the Company shall continue deliver to pay Executive an executed Waiver and Release Agreement signed by the premiums Company. Upon delivery of the Waiver and Release Agreement, Executive shall have thirty (30) days (the “Release Period”) to provide health benefits evaluate, and coverage for to consult with counsel regarding the contents of the Waiver and Release Agreement. Executive shall not be eligible to receive the Benefits payable under this Agreement unless the Waiver and Release Agreement is duly signed by Executive and his dependents under submitted to the Company's health plans in effect prior to such Change of Control which cover senior executives. The Company's obligation to pay premiums hereunder shall cease upon Company within the Executive's employment with any employer (other than due to self-employment) following a Change of ControlRelease Period. Upon the expiration eighth calendar day following the Company’s receipt of such twelve (12) month periodthe Waiver and Release Agreement duly signed by Executive, the Company shall offer COBRA continuation health coverage deliver to Executive the Benefits; provided, however, that Executive has not revoked the Separation Agreement within any applicable revocation period. In the event the Release Period begins and his dependents ends in accordance with different calendar years, payment of the Benefits shall not occur until the later in time of the two calendar years. The lump-sum cash payment payable to Executive under this Agreement shall be subject to all applicable law.income and payroll tax withholding and shall be calculated based on the following schedule: Transaction ProceedsBonus Percentage $0 - $1 billion10%, plus $1 billion – $1.5 billion 5%, plus Amount Over $1.5 billion 5%. ​

Payments Upon a Change in Control. If pursuant to Section 3 above, the Executive is entitled to amounts and benefits under this Section 4, the Company shall pay or provide, as the case may be, the following items: (a) immediately following his termination of employment with the Company, the Company shall continue to pay to the Executive for a period an amount equal to two times the sum of one year (i) the Executive's then current annual base salary (as of the date of termination of employment) plus (ii) the Executive's then current annual targeted bonus for the year in which the termination of employment occurred pursuant to the terms of that certain Executive Incentive Bonus Plan of the Company attached hereto as Exhibit A (as such plan may be modified from time to time). Such payments amount shall be made paid to the Executive by the Company in 104 equal weekly installments. (b) within five (5) business days (or at such earlier time as required by applicable law) following his termination of employment with the Company, the Company shall pay to the Executive in a lump sum: (i) any earned but unpaid base salary, (ii) any earned but unpaid bonusbonus for the year preceeding the year in which termination of employment occurs, (iii) accrued but unused vacation time as of the date of termination, and (iv) incurred but unreimbursed business expenses for the period prior to termination. (c) for a period of twelve (12) months commencing on the date of the Change of Control, subject to the Executive's continued copayment of premiums which shall not exceed the level of copayments prior to such Change of Control, the Company shall continue to pay the premiums to provide health benefits and coverage for the Executive and his dependents under the Company's health plans in effect prior to such Change of Control which cover senior executives. The Company's obligation to pay premiums hereunder shall cease upon the Executive's employment with any employer (other than due to self-employment) following a Change of Control. Upon the expiration of such twelve (12) month period, the Company shall offer COBRA continuation health coverage to the Executive and his dependents in accordance with applicable law.

Payments Upon a Change in Control. If pursuant to Section 3 above, the Executive is entitled to amounts and benefits under this Section 4, the Company shall pay or provide, as the case may be, the following items: (a) immediately following his termination of employment with the Company, the Company shall continue to pay to the Executive for a period of one year the Executive's then current annual salary plus the Executive's then current annual targeted bonus pursuant to the terms of that certain Executive Incentive Bonus Plan of the Company attached hereto as Exhibit A (as such plan may be modified from time to time). Such payments shall be made to Executive by the Company in equal weekly installments. (b) within five (5) business days (or at such earlier time as required by applicable law) following his termination of employment with the Company, the Company shall pay to the Executive in a lump sum: (i) any earned but unpaid base salary, (ii) any earned but unpaid bonus, (iii) accrued but unused vacation time as of the date of termination, and (iv) incurred but unreimbursed business expenses for the period prior to termination.but (c) for a period of twelve (12) months commencing on the date of the Change of Control, subject to the Executive's continued copayment of premiums which shall not exceed the level of copayments prior to such Change of Control, the Company shall continue to pay the premiums to provide health benefits and coverage for the Executive and his dependents under the Company's health plans in effect prior to such Change of Control which cover senior executives. The Company's obligation to pay premiums hereunder shall cease upon the Executive's employment with any employer (other than due to self-employment) following a Change of Control. Upon the expiration of such twelve (12) month period, the Company shall offer COBRA continuation health coverage to the Executive and his dependents in accordance with applicable law.

Payments Upon a Change in Control. If pursuant to Section 3 aboveUpon the occurrence of a Change in Control (as defined herein), the Executive is entitled to amounts any unvested equity compensation held by Participant shall become immediately vested in full and benefits under this Section 4, the Company shall pay provide Participant a lump-sum cash payment not later than thirty (30) days following the Change in Control date (collectively referred to herein as “Benefits” or provide“Change in Control Benefits”); provided, as the case may behowever, the following items: (a) immediately following his termination provision of employment with the Company, such Benefits is conditioned on Participant ’s execution of a Waiver and Release Agreement in a form acceptable to the Company shall continue to pay to during the Executive for Release Period (as described herein), which includes a period of one year the Executive's then current annual salary plus the Executive's then current annual targeted bonus pursuant to the terms of that certain Executive Incentive Bonus Plan general release by Participant of the Company attached hereto as Exhibit A (as such plan may be modified from time to time). Such payments shall be made to Executive by the Company in equal weekly installments. (b) within five (5) business days (or at such earlier time as required by applicable law) following his termination of employment with the Companyand its successors, the Company shall pay affiliates and other related parties to the Executive in a lump sum: (i) any earned but unpaid base salary, (ii) any earned but unpaid bonus, (iii) accrued but unused vacation time as of the date of terminationfullest extent permitted by law, and (iv) incurred but unreimbursed business expenses for Participant does not revoke the period prior to termination. (c) for general release within any applicable revocation period. Immediately upon the occurrence of a period of twelve (12) months commencing on the date of the Change of Control, subject to the Executive's continued copayment of premiums which shall not exceed the level of copayments prior to such Change of in Control, the Company shall continue deliver to pay the premiums to provide health benefits Participant an executed Waiver and coverage for the Executive and his dependents under Release Agreement signed by the Company's health plans in effect prior . Upon delivery of the Waiver and Release Agreement, Participant shall have thirty (30) days (the “Release Period”) to such Change evaluate, and to consult with counsel regarding the contents of Control which cover senior executivesthe Waiver and Release Agreement. The Company's obligation Participant shall not be eligible to pay premiums hereunder shall cease upon receive the Executive's employment with any employer (other than due Benefits payable under ​ ​ this Agreement unless the Waiver and Release Agreement is duly signed by Participant and submitted to self-employment) following a Change of Controlthe Company within the Release Period. Upon the expiration eighth (8th) calendar day following the Company’s receipt of such twelve (12) month periodthe Waiver and Release Agreement duly signed by Participant, the Company shall offer COBRA continuation health coverage deliver to Participant the Executive Benefits; provided, however, that Participant has not revoked the Waiver and his dependents Release Agreement within any applicable revocation period. In the event the Release Period begins and ends in accordance with different calendar years, payment of the Benefits shall not occur until the later in time of the two (2) calendar years. The lump-sum cash payment payable to Participant under this Agreement is Five Million Dollars ($5,000,000) and shall be subject to all applicable lawincome and payroll tax withholding.

Payments Upon a Change in Control. If pursuant to Section 3 aboveIn the event that Executive’s employment is terminated by BancorpSouth or its successor without Cause or by Executive for Good Reason within one (1) year of the occurrence of a “Change in Control” (as hereinafter defined), Executive shall receive the Executive is entitled to amounts and benefits under this Section 4following, provided that the Company shall pay or provide, as Change in Control occurs at least twenty-four (24) months after the case may be, the following itemsEffective Date: (a) immediately following his termination of employment with the Company, the Company shall continue to pay to the Executive for a period of one year the Executive's then current annual salary plus the Executive's then current annual targeted bonus pursuant to the terms of that certain Executive Incentive Bonus Plan of the Company attached hereto as Exhibit A (as such plan may be modified from time to time). Such payments shall be made to Executive by the Company in equal weekly installmentsThe Accrued Benefits. (b) A lump sum cash payment within five thirty (530) business days (or at such earlier time as required by applicable law) following his termination of employment with the Company, the Company shall pay to the Executive in a lump sum: (i) any earned but unpaid base salary, (ii) any earned but unpaid bonus, (iii) accrued but unused vacation time as of after the date of terminationtermination in an amount equal to three (3) times the aggregate of the Base Salary and the amount of Bonus, and (iv) incurred but unreimbursed business expenses for calculated as the period prior to termination“target” level of performance in the Company’s executive incentive program, that are in effect at the time of the Change in Control. (c) for For a period of twelve three (123) months commencing on years following termination of employment, Executive shall continue to participate in the date health and welfare benefit plans of BancorpSouth, to the Change of Control, extent post-employment participation is permitted thereunder. Continued participation in BancorpSouth’s group health benefit plans by Executive shall be subject to the restrictions of COBRA, provided that Executive shall be permitted to continue coverage under COBRA at the same cost that applies to similarly situated executive officers employed by BancorpSouth. To the extent that Executive cannot participate in such benefit plans, he shall receive a lump sum cash payment equal to the value of such participation during the three-year period at the time the Accrued Benefits are paid. (d) Immediate vesting of the Replacement Award and all time vested and performance vested equity incentive awards. (e) The rights under this Section 7.1 are in lieu of and supersede any rights of Executive may otherwise have under Section 6.2 in the event of a Change in Control that commences twenty-four (24) months after the Effective Date. Prior thereto, Executive's continued copayment ’s rights upon a termination of premiums which shall not exceed the level of copayments prior to such Change of Control, the Company shall continue to pay the premiums to provide health benefits and coverage for the Executive and his dependents under the Company's health plans in effect prior to such Change of Control which cover senior executives. The Company's obligation to pay premiums hereunder shall cease upon the Executive's employment with any employer (other than due to self-employment) following a Change of Control. Upon the expiration of such twelve (12) month period, the Company in Control shall offer COBRA continuation health coverage to the Executive and his dependents in accordance with applicable lawbe governed by Section 6.