FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
Exhibit
2.1a
FIRST
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This
First Amendment to Agreement and Plan of Reorganization (“Amendment”) dated as
of May 16, 2006 is by and among Trustmark Corporation, a Mississippi corporation
(“Trustmark”) and Republic Bancshares of Texas, Inc., a Texas corporation
(“Republic”).
WHEREAS,
Trustmark and Republic entered an Agreement and Plan of Reorganization (the
“Agreement”) effective as of April 13, 2006;
WHEREAS,
after the effective date of the Agreement Republic sold and issued 20,937
shares
of Republic Stock (as defined in the Agreement) to Republic’s Employee Stock
Purchase Plan;
WHEREAS,
while the total Merger Consideration (as defined in the Agreement) payable
under
the terms of the Agreement has not changed, the change in the number of
outstanding shares of Republic Stock due to the purchase by the Employee
Stock
Purchase Plan requires an amendment to the per share consideration payable
in
cash and Trustmark common stock to holders of Republic Stock under the
terms of
the Agreement; and
WHEREAS,
Trustmark and Republic desire to amend the Agreement pursuant to the provisions
of Section 12.3 of the Agreement to accomplish the foregoing amendment and
certain other matters as delineated herein;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, Trustmark and Republic do hereby agree to amend the Agreement as
follows:
1. Section 1.8. Election Procedures and Exchange of Shares. Section 1.8(a) of the Agreement is amended to change the cash amount per share from $44.00 to $43.8089, and Section 1.8(b) of the Agreement is amended to change the Exchange Ratio from 1.3968 to 1.3908.
2.
Section 3.7. Trustmark
Employee Benefit Plans.
The
last sentence in Section 3.7 of the Agreement is deleted in its entirety
and the
following new sentence shall be substituted in lieu thereof:
Trustmark
and its Subsidiaries will not have any material liabilities with respect
to
employee benefits, whether vested or unvested as of the Closing Date, for
any of
their employees other than under the Trustmark Plans, and Trustmark’s defined
benefit pension plan assets exceed the accumulated benefit obligation (computed
on an actuarial basis) as of December 31, 2005.
3.
Section
5.2. Registration
Statement.
The
first sentence in Section 5.2 of the Agreement is deleted in its entirety
and
the following new sentence shall be substituted in lieu thereof:
As
soon
as practicable after the execution of this Agreement, Trustmark will prepare
and
file with the SEC a Registration Statement on Form S-4 under the Securities
Act
and any other applicable documents, relating to the shares of Trustmark Common
Stock to be delivered to the shareholders of Republic pursuant to this
Agreement, and will use its best efforts to cause the Registration Statement
to
become effective.
4.
Section
5.3(b). Employee
Benefit Plans.
The
following phrase is added to the end of the sentence in Section 5.3(b) of
the
Agreement:
to
the
extent Republic sponsored a similar type of plan in which Republic Employees
participated immediately prior to the Closing Date.
5.
Section
5.4. Regulatory
Approvals.
Section
5.4 of the Agreement is deleted in its entirety and the following new Section
5.4 shall be substituted in lieu thereof:
Trustmark
will file all necessary regulatory documents, notices and applications as
soon
as practicable after the execution of this Agreement and will provide Republic
with a copy of the non-confidential portions of notices, applications,
statements or correspondence submitted to or received from regulatory
authorities in connection with the Merger.
6.
Exhibit A.
Section
4(a) of Exhibit A to the Agreement is amended to change the cash amount per
share from $44.00 to $43.8089, and Section 4(b) of Exhibit A to the
Agreement is amended to change the Exchange Ratio from 1.3968 to
1.3908.
7.
Exhibit
D.
Exhibit
D to the Agreement is deleted in its entirety and the form of the instrument
attached as Exhibit D hereto shall be substituted in lieu thereof.
8.
Exhibit
E.
Exhibit
E to the Agreement is deleted in its entirety and the form of the instrument
attached as Exhibit E hereto shall be substituted in lieu thereof.
Except
as
amended and modified herein, all other terms and provisions of the Agreement
shall remain unchanged and in full force and effect. This Amendment may be
executed in multiple counterparts, each of which shall be deemed an original
and
all of which shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of
the date first above written.
| TRUSTMARK CORPORATION | ||
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| Xxxxxxx X. Xxxxxxx, Chairman and Chief Executive Officer | ||
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| ATTEST: | ||
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| X. Xxxxxx Xxxxxxx, III, Secretary | ||
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| REPUBLIC BANCSHARES OF TEXAS, INC. | ||
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| X. X. Xxxxx, Chief Executive Officer | ||
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| ATTEST: | ||
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| R. Xxxx XxXxxxxxx, Secretary |
EXHIBIT
D
to
AMENDMENT
TO
EMPLOYMENT
AGREEMENT
The
Employment Agreement effective as of the 7th of February, 2006 (the "Agreement")
by and among Republic National Bank, a national banking association (the
"Bank"), and Republic Bancshares of Texas, Inc., a Texas corporation (the
"Company") (hereinafter jointly referred to as the "Employer"), and X. X. Xxxxx
(the "Executive"), an individual who resides in Houston, Texas, is hereby
amended, pursuant to Paragraph 15 of the Agreement, as follows:
1.
The
first
sentence of Paragraph 8(a) of the Agreement is amended to read as
follows:
"A
lump
sum cash amount, which shall be paid on the effective date of the Change in
Control, equal to the sum of (i) three (3) times the Executive's annual
Base Salary at the highest rate earned by him at any time during the three
(3)
years immediately preceding the Change in Control, and (ii) an amount equal
to three (3) times the last annual bonus paid to the Executive before the Change
in Control (collectively, "average annual compensation")."
This
amendment shall be effective as of the date hereof.
2.
Paragraph
8(a) of the Agreement is amended by adding the following sentence at the end
of
that paragraph:
“The
lump-sum payment under this Paragraph 8(a) shall reduce, dollar-for-dollar,
any
separation payment that otherwise would be owed to the Executive pursuant to
Paragraph 5(a) of the Agreement if the Executive was terminated by the Employer
(or its successor) without Cause, or if the Executive terminated this Agreement
for Good Reason, following a Change in Control.”
Because
this amendment clarifies the original intent of the parties to the Agreement,
the amendment shall be effective as of February 7, 2006, as if it had been
included in the original Agreement.
3.
Paragraph
8(f) of the Agreement is amended to read as follows:
"(f)
Full
rights, title and interest in Executive's office artwork, including but not
limited to the painting of the 18th
green at
Champions, as well as Executive's Company-owned automobile, or an automobile
of
equivalent value, and a lump sum payment equal to any income tax attributable
to
such items, all to be paid or transferred to Executive on the effective date
of
the Change in Control."
This
amendment shall be effective as of the date hereof.
All
other
provisions of the Agreement shall remain in full force and effect on and after
the date of this amendment.
IN WITNESS WHEREOF, the parties have caused this amendment to be duly executed
as of ___________________, 2006. The Executive hereby acknowledges receipt
of a
copy of this amendment duly signed by the Employer.
| EXECUTIVE: | EMPLOYER: | |
|
______________________________
|
Republic
National Bank
|
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| X. X. Xxxxx | By: ___________________________ | |
| Name: _________________________ | ||
| Title: __________________________ | ||
| Republic Bancshares of Texas, Inc. | ||
| By: ___________________________ | ||
| Name: _________________________ | ||
| Title: __________________________ |
EXHIBIT
E
to
AMENDMENT
TO
EMPLOYMENT
AGREEMENT
The
Employment Agreement effective as of the 7th of February, 2006 (the "Agreement")
by and among Republic National Bank, a national banking association (the
"Bank"), and Republic Bancshares of Texas, Inc., a Texas corporation (the
"Company") (hereinafter jointly referred to as the "Employer"), and R. Xxxx
XxXxxxxxx (the "Executive"), an individual who resides in Houston, Texas, is
hereby amended, pursuant to Paragraph 15 of the Agreement, as
follows:
1.
The
first
sentence of Paragraph 8(a) of the Agreement is amended to read as
follows:
"A
lump
sum cash amount, which shall be paid on the effective date of the Change in
Control, equal to the sum of (i) three (3) times the Executive's
annual Base Salary, at the highest rate earned by him at any time during the
three (3) years immediately preceding the Change in Control and (ii) an
amount equal to three (3) times the last annual bonus paid to the
Executive before the Change in Control (collectively, "average annual
compensation")."
This
amendment shall be effective as of the date hereof.
2.
Paragraph
8(a) of the Agreement is amended by adding the following sentence at the end
of
that paragraph:
“The
lump-sum payment under this Paragraph 8(a) shall reduce, dollar-for-dollar,
any
separation payment that otherwise would be owed to the Executive pursuant to
Paragraph 5(a) of the Agreement if the Executive was terminated by the Employer
(or its successor) without Cause, or if the Executive terminated this Agreement
for Good Reason, following a Change in Control.”
Because
this amendment clarifies the original intent of the parties to the Agreement,
the amendment shall be effective as of February 7, 2006, as if it had been
included in the original Agreement. All other provisions of the Agreement shall
remain in full force and effect on and after the date of this
amendment.
IN WITNESS WHEREOF, the parties have caused this amendment to be duly executed
as of ___________________, 2006. The Executive hereby acknowledges receipt
of a
copy of this amendment duly signed by the Employer.
| EXECUTIVE: | EMPLOYER: | |
|
______________________________
|
Republic
National Bank
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| R. Xxxx XxXxxxxxx | By: ___________________________ | |
| Name: _________________________ | ||
| Title: __________________________ | ||
| Republic Bancshares of Texas, Inc. | ||
| By: ___________________________ | ||
| Name: _________________________ | ||
| Title: __________________________ |
