1
EXHIBIT 10(c)
DEFERRED COMPENSATION AGREEMENT
This deferred compensation agreement ("Agreement") is made and entered
into this 25th day of April, 1996, by and between XXXXXX X. XXXXXXXX
("Employee") and SOUTHSIDE BANCSHARES CORP., a Missouri Corporation
("Company").
RECITAL
Company desires to provide additional compensation to employee in
order to offset certain limitations imposed upon employee's participation in
company's qualified deferred compensation plans from and after 1988.
AGREEMENT
In consideration of the foregoing, the mutual covenants herein
contained and other good and valuable consideration (the receipt, adequacy and
sufficiency of which are hereby acknowledged by the parties by their execution
hereof), the parties agree as follows:
1. Performance Stock. The compensation to be awarded under this
Agreement will be in the form of grants of "Performance Stock," which will be
credited to a "Performance Stock Account" to be maintained for Employee's
benefit. The Performance Stock Account will be maintained solely for
accounting purposes and will neither require nor permit a segregation of any
Company assets. Performance stock may be issued in whole and/or fractional
shares. Each share of Performance Stock will be deemed to be equivalent in
value to one share of Company's common stock as herein specified. An award of
Performance Stock under this Agreement constitutes a potential right to receive
payment and does not confer any dividend rights, voting rights or any other
rights of a shareholder with respect to Company common stock.
2. Grant of Awards. As of the date of this Agreement, an initial grant
of 6,518 shares of Performance Stock, having a value on the date of grant of
$104,288.00 is hereby credited to Employee's Performance Stock Account. For
each calendar year after 1995 during the term of this Agreement, Employee will
be granted (as of the last business day of each such year) such number of whole
and/or fractional shares of Performance Stock, at a deemed value of the bid
price of the Company's publicly traded common stock on the last trading day of
the Plan Year in the case of 2.a. and 2.b. and Sixteen Dollars ($16.00) per
share in the case of 2.c., as shall have a value equal to the sum of:
a. An amount determined by multiplying Employee's "Excess 401(k)
Amount" (defined below) by the sum of the highest federal and applicable state
income tax rates in effect for the year in question; plus
b. An amount equal to (i) the employer matching contribution
percentage under the KSOP for such year multiplied by Employee's gross annual
compensation (determined without regard to this
2
Agreement), less (ii) the employer matching contributions actually made to the
KSOP for the benefit of Employee; plus
c. An amount determined by (i) multiplying total Company
discretionary basic and optional contributions to the KSOP, plus forfeitures,
by a fraction, the numerator of which is Employee's gross annual compensation
for such year (determined without regard to this Agreement), and the
denominator of which is total compensation of all KSOP participants, less (ii)
the amount actually contributed to the KSOP by Company, plus forfeitures
allocated, for the benefit of Employee.
In the event Company hereafter elects to (i) alter, amend or terminate
the KSOP, or (ii) establish one or more new deferred compensation plans, the
above stated formula for determining annual grants may be amended in such
manner as Company, in its sole discretion, determines appropriate.
As used in paragraph 2.a., above, the term "Excess 401(K) Amount"
means an amount equal to (i) fifteen percent (15%) of Employee's gross annual
compensation for such year (determined without regard to this Agreement), less
(ii) the maximum permitted deferral through salary reduction contributions to
Company's Employee Stock Ownership Plan with 401(k) Provisions ("KSOP") for
such year.
In the event the common stock of the Company shall cease to be
publicly traded, the deemed value for purposes of 2.a. and 2.b. shall be the
value of a share of the common stock of the Company on the relevant date under
the KSOP.
3. Right to Payment for Performance Stock.
a. Employee will be entitled to receive payment for all shares of
Performance Stock credited to the Performance Stock Account upon the earliest
to occur of the following events:
i. A "Change in Control" of Company (defined below);
ii. Employee's termination of employment or retirement
from company;
iii. Employee's death; or
iv. Employee's Total Disability (defined below).
b. A "Change in Control" has occurred if (i) one person, or more
than one person acting as a group, acquires ownership of capital stock of
Company resulting in such person(s) owning Company stock possessing more than
50 percent of the total fair market value or voting power of the stock of the
Company; (ii) substantially all of the assets of Company are sold; (iii)
Company merges or consolidates with any other corporation or other entity and
Company is not the surviving corporation of such merger or consolidation; or
(iv) the owners of a majority of shares of capital stock of Company terminate
the business of, or liquidate or dissolve, Company.
2
3
c. "Total Disability" means complete and permanent inability by
reason of illness or accident to perform employee's duties. All determinations
as to the date and extent of disability shall be made by Company upon the basis
of such evidence as Company deems necessary and desirable.
4. Form and Timing of Payment. Within thirty (30) days after
Employee is entitled to receive payment pursuant to paragraph 3.a hereof,
Company will pay Employee an amount equal to the value of all Performance Stock
which has then been credited to the Performance Stock Account. For purposes of
determining the amount of the payment each share of Performance Stock will be
valued at the midpoint between the bid and asked price of the Company's
publicly traded common stock as of the close of business on the date of
payment, or if the common stock is no longer publicly traded, at the value of a
share of the Company's common stock as set forth in the then most recent
valuation of the common stock of the Company for purposes of the KSOP.
Payments shall be made wholly in cash and the Employee may not receive common
stock or any other security of Company in lieu thereof. Upon payment, this
Agreement shall terminate.
5. Dilution and Other Adjustments. In the event of any change in the
outstanding shares of common stock of Company by reason of any stock dividend
or split, recapitalization, merger, consolidation, spin-off, reorganization,
combination or exchange of shares or other similar corporate change, Company
shall make an adjustment in the number or kind of Performance Stock then held
in the Performance Stock Account.
6. Miscellaneous Provisions.
a. Company may terminate this Agreement at any time; provided,
however, that any Performance Stock granted prior to such termination shall not
be adversely affected by such termination and shall continue to be governed by
and subject to the terms and provisions of this Agreement.
b. This Agreement may not be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
c. Employee's rights and interests under this agreement may not
be assigned or transferred. In the case of Employee's death, payment due under
this Agreement shall be made to Employee's beneficiary, as designated below
(which designation may hereafter be amended), or in the absence of a
designation, to Employee's estate.
d. Neither this Agreement nor any action taken hereunder shall be
construed as creating any right to be retained in the employ of Company or its
subsidiaries.
e. The Performance Stock Account shall at all times be entirely
unfunded and no provision shall at any time be made with respect to segregating
assets of Company for payment of any benefits hereunder. This Agreement does
not create or confer any interest in any particular assets of Company by reason
of the right to receive a benefit under this Agreement, and Employee will have
only the rights of a general unsecured creditor of Company with respect to any
rights under this Agreement.
3
4
f. Company shall have the right to deduct from all awards any
taxes required by law to be withheld with respect to such awards.
SOUTHSIDE BANCSHARES CORP.
Date ____________ By: ____________________________
Title: ____________________________
Date ____________ _______________________________
Xxxxxx X. Xxxxxxxx
BENEFICIARY DESIGNATION
Full Name of Beneficiary: ________________________________
Residence ______________________________________________
Address of
Beneficiary: ______________________________________________
Beneficiary's Social Security no.: _________________________
Beneficiary's Relationship to Employee: __________________
Initials: Company: _____ Employee: ____
4
