TRUSTMARK CORPORATION FORM OF TIME-BASED RESTRICTED STOCK AGREEMENT
TRUSTMARK
CORPORATION
FORM
OF
TIME-BASED
RESTRICTED STOCK AGREEMENT
This
Time-Based Restricted Stock Agreement (“Agreement”) is entered into as of
<<grant date>> pursuant to the 2005 Stock and Incentive Compensation
Plan (the “Plan”) of Trustmark Corporation (the “Company”) and evidences the
grant of Restricted Stock (as defined in the Plan), and the terms, conditions
and restrictions pertaining thereto, to <<name>> (the
“Associate”).
WHEREAS,
the Company maintains the Plan under which the Committee (as defined in the
Plan) may, among other things, award shares of the Company’s common stock
(“Stock”) to such key associates of the Company and its Subsidiaries as the
Committee may determine, subject to terms, conditions and restrictions as it may
deem appropriate; and
WHEREAS,
as a result of its participation in the CPP (as defined below), the Company is
subject to, among other things, the executive compensation requirements of
Section 111(b) of the EESA (as defined below), with respect to the compensation
of certain current and future employees of the Company; and
WHEREAS,
the Committee previously approved an award of time-based restricted stock to the
Associate under the Plan on <<initial approval date>>, but before
such award was formally documented in writing and signed by the Company and the
Associate, the ARRA (as defined below) was enacted on February 17, 2009,
raising significant questions regarding the ability of the Company to grant
restricted stock to the Associate in compliance with the CPP Requirements (as
defined below), and therefore, the Committee determined it was in the Company’s
best interest to take a conservative approach and not grant the <<initial
approval date>> award until the CPP Requirements were further clarified;
and
WHEREAS,
effective June 15, 2009, the Treasury Department issued interim final rules
clarifying the CPP Requirements and based on these interim final rules the
Committee and the Company’s Board of Directors now deem it desirable and
appropriate to complete the restricted stock awards originally approved on
<<initial approval date>>, to the extent permissible under the CPP
Requirements and, where limited, to prorate the restricted stock awards between
“Performance-Based” awards and “Time-Based” awards, by granting to the Associate
TARP-compliant long-term restricted stock (as defined below) under the CPP
Requirements; and
WHEREAS,
pursuant to the Plan, the Company, upon recommendation by the Committee and
approval by the Company’s Board of Directors, has granted to the Associate a
restricted stock award conditioned upon the execution by the Company and the
Associate of a Time-Based Restricted Stock Agreement setting forth all the terms
and conditions applicable to such award;
NOW
THEREFORE, in consideration of the benefits which the Company expects to be
derived from the services rendered to it and its Subsidiaries by the Associate
and of the covenants contained herein, the parties hereby agree as
follows:
1.
Award of
Shares. Under the terms of the Plan, the Company, upon
recommendation by the Committee and approval by the Company’s Board of Directors
on <<meeting date>>, awarded to the Associate a restricted stock
award (the “Award”) effective on <<grant date>> (“Award Date”),
covering <<shares>> shares of the Company’s Stock (the “Award
Shares”) subject to the terms, conditions, and restrictions set forth in this
Agreement.
2.
TARP
Terminology. For purposes of this Agreement, the following
terms have the following meanings:
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(a)
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“Affected
MHCE” means one of the Company’s top five most highly compensated
employees as provided in the CPP Requirements for purposes of the golden
parachute prohibition thereof.
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(b)
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“Aggregate
TARP Financial Assistance” means all Company obligations arising from
financial assistance provided to the Company under the CPP pursuant to
authority granted under the EESA.
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(c)
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“ARRA”
means the American Recovery and Reinvestment Act of 2009, as amended from
time to time.
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(d)
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“CPP”
means the Troubled Asset Relief Program Capital Purchase Program created
by the Treasury Department pursuant to authority granted under the
EESA.
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(e)
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“CPP
Requirements” means the guidance and regulations issued by the Treasury
Department with respect to the CPP, as such guidance and regulations may
be amended from time to time.
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(f)
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“EESA”
means the Emergency Economic Stabilization Act of 2008, as amended from
time to time.
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(g)
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“SEO”
means a senior executive officer as defined in the CPP
Requirements.
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(h)
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“TARP-compliant
long-term restricted stock” means restricted stock that complies with the
definition of “long-term restricted stock” for purposes of the exception
to the bonus prohibition in the CPP
Requirements.
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(i)
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“TARP
Period” has commenced on or before the Award Date and ends on the day all
Company obligations arising from financial assistance provided to the
Company under the CPP are satisfied as described in Section
111(b)(3)(D)(i) of the EESA, excluding any period in which the Treasury
Department only holds warrants to purchase common stock as provided in
Section 111(a)(5) of the EESA.
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(j)
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“Treasury
Department” means the U.S. Department of the
Treasury.
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3.
Vesting in the Award
Shares.
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(a)
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Subject
to earlier vesting or forfeiture as provided below, the Associate’s
interest in the Award Shares shall become non-forfeitable (“Vested” or
“Vesting”) on <<vesting schedule>>, provided the Associate
remains in employment with the Company or its Subsidiaries through such
date (the “Vesting Date,” and the period from the Award Date through the
Vesting Date being the “Vesting Period” with respect to the Award
Shares).
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(b)
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Subject
to earlier forfeiture as provided below, in the event a Vesting
Acceleration Event occurs while the Associate is an employee of the
Company or one of its Subsidiaries and prior to the last day of the
Vesting Period, then Vesting in the Award Shares shall be provided for a
time-weighted portion of the Award Shares (determined by multiplying the
number of Award Shares by a fraction (not to exceed one), the numerator of
which is the number of complete calendar months from <<beginning of
period>> (counting the month of <<month, year>> as a
complete calendar month) to and including the Vesting Acceleration Event,
and the denominator of which is the number of whole and partial calendar
months from <<beginning of period>> through the end of the
Vesting Period). In such event, the time-weighted portion of
the Award Shares, as so determined, shall automatically be Vested on the
date of such Vesting Acceleration Event. In such event, the
balance of the Award Shares which are not Vested shall be
forfeited.
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(c)
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The
following terms have the following meanings for purposes
hereof:
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(i)
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“Cause”
means that the Associate (A) has committed an act of personal
dishonesty, embezzlement or fraud, (B) has misused alcohol or drugs,
(C) has failed to pay any obligation owed to the Company or any
affiliate, (D) has breached a fiduciary duty or deliberately
disregarded any rule of the Company or any affiliate, (E) has
committed an act of willful misconduct, or the intentional failure to
perform stated duties, (F) has willfully violated any law, rule or
regulation (other than misdemeanors, traffic violations or similar
offenses) or any final cease-and-desist order, (G) has disclosed
without authorization any confidential information of the Company or any
affiliate, (H) has engaged in any conduct constituting unfair
competition, or (I) has induced any customer of the Company or any
affiliate to breach a contract with the Company or any
affiliate.
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(ii)
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“Vesting
Acceleration Event” means:
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(A)
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the
Associate’s death or termination of employment due to becoming disabled
(as defined for purposes of Section 22(e)(3) of the Internal Revenue Code,
whether or not the Associate has an Employment
Agreement);
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(B)
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the
Associate’s termination of employment on or after <<grant date + 2
years>> due to becoming disabled (as defined in his or her
Employment Agreement, if the Associate has an Employment Agreement and his
or her termination is not due to becoming disabled as defined for purposes
of Section 22(e)(3) of the Internal Revenue Code) if on the date of
termination either (i) the TARP Period has ended or (ii) the Associate is
not an SEO or an Affected MHCE;
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(C)
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the
Associate’s retirement on or after <<grant date + 2 years>>,
with the consent of the Committee or its delegate, at or after age
sixty-five (65) where there is no Cause (as defined above) for the Company
to terminate the Associate’s employment, if on the date of retirement
either (i) the TARP Period has ended or (ii) the Associate is not an SEO
or an Affected MHCE;
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(D)
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the
termination of the Associate’s employment with the Company and its
Subsidiaries by the Company on or after <<grant date + 2
years>> other than for Cause (as defined herein), if on the date of
termination either (i) the TARP Period has ended or (ii) the Associate is
not an SEO or an Affected MHCE;
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(E)
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the
termination of the Associate’s employment with the Company and its
Subsidiaries prior to <<grant date + 2 years>> due to of a
Change in Control (as defined in the Plan) which with respect to the
Associate is a change in the ownership or effective control of the Company
or in the ownership of a substantial portion of its assets (as defined in
Section 409A of the Internal Revenue Code), if the Change in Control is
also a change in control event (as defined in 26 CFR 1.280G-1, Q&A-27
through Q&A-29 or as defined in 26 CFR 1.409A-3(i)(5)(i)) and on the
date of termination either (i) the TARP Period has ended or (ii) the
Associate is not an SEO or an Affected
MHCE;
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(F)
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the
occurrence on or after <<grant date + 2 years>> of a Change in
Control (as defined in the Plan) which with respect to the Associate is a
change in the ownership or effective control of the Company or in the
ownership of a substantial portion of its assets (as defined in Section
409A of the Internal Revenue Code), if the Associate has remained employed
with the Company or a Subsidiary through the date the Change in Control
occurs, and on the date such Change in Control occurs either (i) the TARP
Period has ended or (ii) the Associate is not an SEO or an Affected MHCE;
or
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(G)
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if
the Associate has an Employment Agreement, the Associate’s termination of
employment with the Company and its Subsidiaries at his or her own
initiative on or after <<grant date + 2 years>> for “Good
Reason” (as defined in his or her Employment Agreement, but only if
defined therein) if on the date of termination either (i) the TARP Period
has ended or (ii) the Associate is not an SEO or an Affected
MHCE.
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For
purposes of determining a Vesting Acceleration Event, an “Employment
Agreement” means a written individual employment agreement, or if there is
no employment agreement, then a written individual change in control
agreement, as in effect on the Award Date between the Associate and the
Company or one of its Subsidiaries. If an Associate does not
have such a written individual employment agreement or change in control
agreement, the Associate is considered not to have an Employment Agreement
for purposes hereof.
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4.
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Transferability of
Award Shares.
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(a)
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If
the Vesting of any Award Shares occurs before the end of the TARP Period,
such Vested Award Shares shall not become freely transferable until the
first day after the TARP Period ends, subject however, to the following
accelerated transferability (determined on a cumulative basis for Vested
Award Shares):
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(i)
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25%
of the Award Shares (rounded down to the next whole share if a fractional
share would otherwise become transferable) may become freely transferable
at the time of the Company’s repayment of 25% of the Aggregate TARP
Financial Assistance,
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(ii)
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An
additional 25% of the Award Shares (rounded down to the next whole share
if a fractional share would otherwise become transferable) may become
freely transferable (for an aggregate total of 50% of the Award Shares) at
the time of the Company’s repayment of 50% of the Aggregate TARP Financial
Assistance,
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(iii)
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An
additional 25% of the Award Shares (rounded down to the next whole share
if a fractional share would otherwise become transferable) may become
freely transferable (for an aggregate total of 75% of the Award Shares) at
the time of the Company’s repayment of 75% of the Aggregate TARP Financial
Assistance, and
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(iv)
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The
remainder of the Award Shares may become freely transferable at the time
of the Company’s repayment of 100% of the Aggregate TARP Financial
Assistance.
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Notwithstanding
the foregoing, where the Associate does not make an election with respect
to the Award Shares under Section 83(b) of the Internal Revenue Code, at
any time beginning with the date upon which the Award Shares become
substantially vested (as defined in 26 CFR 1.83-3(b)) and ending on
December 31 of the calendar year including that date, a portion of
the Vested Award Shares (rounded down to the next whole share if a
fractional share would otherwise become transferable) shall be made freely
transferable as may reasonably be required to pay the federal, state,
local, or foreign taxes that are anticipated to apply to the income
recognized due to such Vesting, and the number of such Vested Award Shares
made freely transferable for this purpose shall not count toward the
percentages in the schedule ((i) through (iv))
above.
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(b)
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If
the Vesting of any Award Shares occurs after the end of the TARP Period,
such Vested Award Shares shall also become freely transferable at the same
time as Vesting occurs.
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(c)
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Except
as contemplated in Paragraph 4(a) and/or (b), the Award Shares, and the
rights and privileges conferred hereby, shall not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated in any way,
otherwise than by will or by the laws of descent and distribution, and
shall not be subject to execution, attachment or similar process, prior to
the later of their Vesting or the end of the TARP Period (the period from
the Award Date through such latter date being the “Non-Transferability
Period”).
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5.
Stock
Certificates.
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(a)
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The
Company shall issue the Award Shares either: (i) in certificate form as
provided in Paragraph 5(b) below; or (ii) in book entry form, registered
in the name of the Associate with notations regarding the applicable
restrictions on transfer imposed under this
Agreement.
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(b)
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Any
certificates representing the Award Shares shall be held by the Company
until such time as the Non-Transferability Period with respect to the
Award Shares lapses, or the Award Shares are forfeited
hereunder. Any Award Shares issued in book entry form shall be
subject to the following legend, and any certificates representing the
Award Shares shall bear the following legend, during the
Non-Transferability Period:
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The sale
or other transfer of the Shares of Stock represented by this certificate,
whether voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer set forth in the Trustmark Corporation 2005 Stock and
Incentive Compensation Plan, in the rules and administrative procedures adopted
pursuant to such Plan, and in a Time-Based Restricted Stock Agreement dated
<<grant date>>. A copy of the Plan, such rules and
procedures, and such Time-Based Restricted Stock Agreement may be obtained from
the Secretary of Trustmark Corporation.
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(c)
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Promptly
after the Non-Transferability Period lapses with respect to any of the
Award Shares, the Company shall, as applicable, either remove the
notations on any of the Award Shares issued in book entry form as to which
the Non-Transferability Period has lapsed or deliver to the Associate a
certificate or certificates evidencing the number of Award Shares as to
which the Non-Transferability Period has
lapsed.
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(d)
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The
Committee may require, concurrently with the execution and delivery of
this Agreement, the Associate to deliver to the Company an executed stock
power, in blank, with respect to the Award Shares. The
Associate, by acceptance of the Award, shall be deemed to appoint, and
does so appoint by execution of this Agreement, the Company and each of
its authorized representatives as the Associate’s attorney(s) in fact to
effect any transfer of forfeited shares (or shares otherwise reacquired or
withheld by the Company hereunder), or any adjustment to the number of
Award Shares pursuant to Paragraph 14 or 15 below, to the Company as may
be required pursuant to the Plan or this Agreement and to execute such
documents as the Company or such representatives deem necessary or
advisable in connection with any such
transfer.
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6.
Voting
Rights. During the Non-Transferability Period, the Associate
may exercise full voting rights with respect to the Award Shares.
7.
Dividends and Other
Distributions. During the Non-Transferability Period, subject
to Paragraphs 14 and 15, all dividends and other distributions paid with respect
to the Award Shares (whether in cash, property or shares of the Company’s Stock)
shall be registered in the name of the Associate and held by the Company until
payable or forfeited pursuant hereto. Such dividends and other
distributions shall be subject to the same Vesting rules and restrictions on
transferability as the Award Shares with respect to which they were paid and
shall, to the extent Vested, be paid when and to the extent the
Non-Transferability Period has lapsed with respect to the underlying Award
Shares.
8. Forfeiture on Termination of
Employment. Except in connection with a Vesting Acceleration
Event defined in Paragraph 3(c)(ii)(A) or 3(c)(ii)(E), if the Associate’s
employment with the Company and its Subsidiaries ceases prior to <<grant
date + 2 years>>, all of the Award Shares shall be forfeited to the
Company. If the Associate’s employment with the Company and its
Subsidiaries ceases on or after <<grant date + 2 years>>, any Award
Shares that are not considered Vested by or at the cessation of Associate’s
employment with the Company and its Subsidiaries shall be forfeited to the
Company. For purposes of this Agreement, transfer of employment among
the Company and its Subsidiaries shall not be considered a termination or
cessation of employment.
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9. Withholding
Taxes. The Company, or any of its Subsidiaries, shall have the
right to retain and withhold the amount of taxes required by any government to
be withheld or otherwise deducted and paid with respect to the Award
Shares. The Committee may require the Associate or any successor in
interest to pay or reimburse the Company, or any of its Subsidiaries, for any
such taxes required to be withheld by the Company, or any of its Subsidiaries,
and to withhold any distribution in whole or in part until the Company, or any
of its Subsidiaries, is so paid or reimbursed. In lieu thereof, the
Company, or any of its Subsidiaries, shall have the right to withhold from any
other cash amounts due to or to become due from the Company, or any of its
Subsidiaries, to or with respect to the Associate an amount equal to such taxes
required to be withheld by the Company, or any of its Subsidiaries, to pay or
reimburse the Company, or any of its Subsidiaries, for any such taxes or to
retain and withhold a number of shares of the Company’s Stock having a market
value not less than the amount of such taxes and cancel any such shares so
withheld in order to pay or reimburse the Company, or any of its Subsidiaries,
for any such taxes. The Associate or any successor in interest is
authorized to deliver shares of the Company’s Stock in satisfaction of minimum
statutorily required tax withholding obligations (whether or not such shares
have been held for more than six months and including shares acquired pursuant
to this Award if the Non-Transferability Period with respect to such shares has
lapsed).
10. Administration of
Plan. The Plan is administered by the Committee appointed by
the Company’s Board of Directors. The Committee has the authority to
construe and interpret the Plan, to make rules of general application relating
to the Plan, to amend outstanding awards pursuant to the Plan, and to require of
any person receiving an award, at the time of such receipt, at Vesting and/or at
the time of transferability, the execution of any paper or the making of any
representation or the giving of any commitment that the Committee shall, in its
discretion, deem necessary or advisable by reason of the securities laws of the
United States or any State, or the execution of any paper or the payment of any
sum of money in respect of taxes or the undertaking to pay or have paid any such
sum that the Committee shall in its discretion, deem necessary by reason of the
Internal Revenue Code or any rule or regulation thereunder, or by reason of the
tax laws of any State.
11. Plan and
Prospectus. This Award is granted pursuant to the Plan and is
subject to the terms thereof (including all applicable vesting, forfeiture,
settlement and other provisions). A copy of the Plan, as well as a
prospectus for the Plan, has been provided to the Associate, and the Associate
acknowledges receipt thereof.
12. Notices. Any
notice to the Company required under or relating to this Agreement shall be in
writing and addressed to:
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Trustmark
Corporation
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Mailing Address
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000
X. Xxxxxxx Xxxxxx
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X.X.
Xxx 000
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Xxxxxxx,
XX 00000
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Xxxxxxx,
XX 00000
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Attention: Secretary
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Any
notice to the Associate required under or relating to this Agreement shall be in
writing and addressed to the Associate at his or her address as it appears on
the records of the Company.
13. Construction and Capitalized
Terms. This Agreement shall be administered, interpreted and
construed in accordance with the applicable provisions of the
Plan. Capitalized terms in this Agreement have the meaning assigned
to them in the Plan, unless this Agreement provides, or the context requires,
otherwise.
14. Compliance with Section 409A
of the Internal Revenue Code.
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(a)
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It
is intended that any right or benefit which is provided pursuant to or in
connection with this Award which is considered to be nonqualified deferred
compensation subject to Section 409A (“Section 409A”) of the Internal
Revenue Code (a “409A benefit”) shall be provided and paid in a manner,
and at such time (i.e., at the applicable event described herein if a
Section 409A payment event or otherwise at the first Section 409A payment
event thereafter consisting of a fixed time (here, the Vesting Date), a
Section 409A disability, a Section 409A separation from service (as
described below), or a Section 409A change with respect to the Associate
in the ownership or effective control of the Company or in the ownership
of a substantial portion of its assets of the Company and including, in
the discretion of the Committee or its delegate, any applicable Section
409A de minimis limited cashout payment rule permitted under Treasury Reg.
Section 1.409A-3(j)(4)(v)) and in such form, as complies with the
applicable requirements of Section 409A to avoid the unfavorable tax
consequences provided therein for non-compliance. Consequently,
this Agreement is intended to be administered, interpreted and construed
in accordance with the applicable requirements of Section
409A. Notwithstanding the foregoing, the Associate and his or
her successor in interest shall be solely responsible and liable for the
satisfaction of all taxes and penalties that may be imposed on the
Associate or his or her successor in interest in connection with this
Agreement (including any taxes and penalties under Section 409A); and
neither the Company nor any of its affiliates shall have any obligation to
indemnify or otherwise hold the Associate or his or her successor in
interest harmless from any or all of such taxes or
penalties.
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(b)
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Except
as permitted under Section 409A, any 409A benefit payable to the Associate
or for his or her benefit with respect to the Award may not be reduced by,
or offset against, any amount owing by the Associate to the Company or any
of its affiliates.
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(c)
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To
the extent that entitlement to payment of any 409A benefit occurs due to
termination or cessation of employment, termination or cessation of
employment shall be read to mean “separation from service” (within the
meaning of Section 409A and as applicable to the Company and its
affiliates). Where entitlement to payment occurs by reason of
such termination or cessation of employment and the Associate is a
“specified employee” (within the meaning of Section 409A, as applicable to
the Company and its affiliates and using the identification methodology
selected by the Company from time to time in accordance with Section 409A)
on the date of his or her “separation from service”, then payment of such
409A benefit shall be delayed (without interest) until the first business
day after the end of the six month delay period required under Section
409A or, if earlier, after the Associate’s death. In
determining separation from service, separation from service is determined
based on the “Separation from Service” definition in the Trustmark
Corporation Deferred Compensation Plan (as in effect on
<<date>>), which provides, in part, that in determining
separation from service as an employee, separation from service occurs
when it is reasonably anticipated that no further services would be
performed after that date or that the level of services the Associate
would perform after that date (whether as an employee or independent
contractor) would permanently decrease to less than 50% of the average
level of bona fide services performed over the immediately preceding
<<months>> month
period.
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15.
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CPP
Limitations.
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(a)
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The
Company has participated in the CPP, and the Company is required to comply
with the requirements of Section 111(b) of the EESA, in accordance with
the CPP Requirements.
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(b)
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Notwithstanding
any other provision of this Agreement to the contrary, the Associate
acknowledges and understands that this Agreement shall be administered,
interpreted and construed and, if and where applicable, benefits provided
hereunder, including where applicable vesting and/or transferability,
shall be limited, deferred, forfeited and/or subject to repayment to the
Company in accordance with the CPP Requirements and Section 111(b) of the
EESA, as amended from time to time, to the extent legally applicable with
respect to the Associate, as determined by the Committee in its
discretion, including without limitation the clawback, the bonus
prohibition and the golden parachute prohibitions
thereof.
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(c)
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This
Award is intended to provide a grant of TARP-compliant long-term
restricted stock and shall be administered and interpreted in accordance
with that intent and purpose.
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(d)
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Without
any further action, this Agreement shall be automatically adjusted if
necessary to reduce the number of Award Shares to the maximum number
permitted for this Award, together with other awards granted to the
Associate in calendar year <<year of grant>> that are taken
into account in determining compliance with the TARP-compliant long-term
restricted stock exception to the bonus prohibition in the CPP
Requirements (i.e., if the aggregate of such awards has a value in excess
of the 1/3rd
of annual compensation limit for TARP-compliant long-term restricted
stock), to constitute TARP-compliant long-term restricted stock; and in
such event the number of Award Shares which are reduced shall be
immediately forfeited and excluded from the definition of Award Shares,
ab initio, for all
purposes of this Agreement. If the Associate receives or has
received in calendar year <<year of grant>> other awards of
restricted stock and/or restricted stock units also intending to
constitute TARP-compliant long-term restricted stock, the reduction in
Award Shares required by this Paragraph shall be applied as follows: (i)
any later grant of restricted stock or restricted stock units to the
Associate in calendar year <<year of grant>> shall be reduced
before any earlier award granted to the Associate in calendar year
<<year of grant>>; and (ii) if multiple awards of
restricted stock and/or restricted stock units that must be taken into
account in determining compliance with the TARP-compliant long-term
restricted stock exception are granted to the Associate on the same day,
(A) where such awards are “Time-Based” (i.e., those vesting solely on
the basis of time) awards and “Performance-Based” awards (i.e., those
vesting, in whole or in part, on the basis of performance metrics), the
number of Award Shares shall be reduced pro rata in each award,
(B) where “Performance-Based” awards contain both Award Shares and
Excess Shares in one award agreement (as this Agreement does), the maximum
number of Excess Shares shall automatically be reduced by the same number
as the reduction in the Award Shares before application of any of the
Vesting or Excess Share issuance provisions of this Agreement (i.e., if
there is a one share reduction in Award Shares, there will also be a one
share reduction in the maximum number of Excess Shares that could be
issued), and (C) lastly all other awards shall be reduced on a pro
rata basis.
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(e)
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The
Committee shall have the right unilaterally to amend this Agreement to
effect or document any changes or additions which in its view are
necessary or appropriate to comply with the CPP Requirements and Section
111 of the EESA, as amended from time to time, including any changes or
additions which in its view are necessary or appropriate to ensure that
this Award constitutes TARP-compliant long-term restricted stock for
purposes of the CPP Requirements.
|
To
evidence their agreement to the terms, conditions and restrictions hereof, the
Company and the Associate have signed this Agreement as of the date first above
written.
|
COMPANY:
|
||
|
TRUSTMARK
CORPORATION
|
||
|
By:
|
||
|
Its:
|
||
|
ASSOCIATE:
|
||
|
By:
|
|
|
| <<name>> | ||
7
