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EXHIBIT 10(h)
STOCK BONUS AGREEMENT
SECOND AMENDMENT
THIS INSTRUMENT amends the Stock Bonus Agreement ("Agreement") entered
into by and between BancorpSouth, Inc. (the "Company") and XXXXXX X. XXXXXXXXX
("Xxxxxxxxx"), on January 30, 1998, pursuant to the approval of the Company's
board of directors (the "Board") on January 24, 2001, to be effective on January
31, 2001.
RECITALS:
WHEREAS, the Company has awarded shares of common stock of the Company,
$2.50 par value, ("Common Stock") to Xxxxxxxxx under the terms of the Agreement,
and provided that such shares would be restricted and subject to a risk of
forfeiture for a period of ten years, unless the shares became vested sooner
pursuant to the achievement of performance criteria under the Agreement;
WHEREAS, the Company recognizes that Xxxxxxxxx has assumed additional
responsibilities with the growth of the Company through mergers and acquisitions
and desires to award 56,000 shares of common stock that are restricted under the
terms of this Agreement as an additional performance incentive; and
WHEREAS, the Company amended the Agreement on January 30, 2000, to
modify the vesting provisions for the restricted shares that had been previously
awarded;
WHEREAS, the Company desires to again modify the vesting schedule to
extend the overall performance period of the Agreement so that all services
contemplated thereunder will be completed by April 1, 2007, and all restrictions
will lapse on such date;
NOW, THEREFORE, in consideration of the premises set forth herein and
other mutual agreements and good and valuable consideration hereinafter set
forth, the Company and Xxxxxxxxx hereby agree that the Agreement shall be
modified as follows, effective January 31, 2001:
1. SECTION 2 OF THE AGREEMENT IS RESTATED AS FOLLOWS:
2. Term. The term of this Agreement shall be from January 21,
1998, until April 1, 2007. This Agreement is not an employment
contract. The existence of this Agreement shall not affect in
any way the Company's right to discharge Xxxxxxxxx.
2. SECTIONS 3(B) AND 3(C) ARE RESTATED AS FOLLOWS:
(b) In the event Xxxxxxxxx voluntarily terminated his
employment with the Company other than as provided in Section
6(b) hereof, or if this Agreement is terminated by the Company
pursuant to Section 6(a)(i) hereof prior to April 1, 2007,
Xxxxxxxxx shall retain full ownership of the shares of Common
Stock that have been released to him by the Escrow Agent, but
shall forfeit all right, title and interest in and to any
shares of Common Stock still held by the Escrow Agent, which
shares shall be delivered to the Company to be held in
treasury or to be canceled as shall be determined by the
Board.
(c) In the event this Agreement is terminated pursuant to
Section 6(b) hereof prior to April 1, 2007, Xxxxxxxxx shall be
entitled to receive all shares of Common Stock held by the
Escrow Agent as of such termination date and shall be entitled
to retain full ownership of all such shares of Common Stock.
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3. A NEW SECTION 3A IS ADDED TO IMMEDIATELY FOLLOW SECTION 3:
3A. Additional Stock Bonus Compensation. Pursuant to action of the
board of directors taken on January 24, 2001, the Company does hereby award to
Xxxxxxxxx an additional 56,000 shares of Common Stock in consideration for the
performance of services to the Company, provided that such shares shall be
subject to the restrictions and risks of forfeiture described herein. Such
shares shall be held subject to and in accordance with the terms of Section 3
hereof. Xxxxxxxxx shall have full, nonforfeitable rights to such Common Stock
upon the soonest of (i) the expiration of this Agreement pursuant to Section 2,
(ii) the termination of this Agreement pursuant to Section 6(b), or (iii) the
satisfaction criteria set forth in Section 3(a), applying such performance
criteria on and after April 1, 2004.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first written above.
BANCORPSOUTH, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Its: First Vice President and Corporate Secretary
/s/ Xxxxxx X. Xxxxxxxxx
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XXXXXX X. XXXXXXXXX
