AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement ("Agreement") is entered
into as of March 12, 2002 by Trustmark Corporation, a Mississippi corporation
(the "Company"), and Xxxxxxx X. Xxxxxxx (the "Executive"). The Company and
Executive have entered into this Agreement with reference to the following
facts:
A. The Company and Executive entered into that certain Agreement dated as of
the 13th of May, 1997 ("Original Agreement"); and
B. The Company and Executive desire to amend and restate in its entirety the
Original Agreement as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and agreements
herein contained, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties, intending to be legally
bound, hereby agree as follows:
1. Term of Employment. Subject to Section 5 hereof, the term of the
Executive's employment under this Agreement commenced on the 13th day of
May, 1997 (the "Commencement Date"), and shall continue until terminated as
provided in Section 5 (the "Term").
2. Duties of Employment. The Executive agrees for the Term to render his
services to the Company as its President and Chief Executive Officer and
such other office or position with the Company as may be reasonably
requested by the Board of Directors of the Company (the "Board"), and in
connection therewith, to perform such duties commensurate with his office
as he shall reasonably be directed by the Board to perform. The Executive
shall perform such duties faithfully and diligently at all times. The
Executive shall have no other employment while he is employed by the
Company; provided, however, that the Executive may serve on the boards of
directors of companies which do not compete with the Company and in such
capacity attend regularly scheduled board meetings to the extent approved
in writing in advance by the Board. When and if requested to do so by the
Board, the Executive shall serve as a director and officer of any
subsidiary or affiliate of the Company. The Company shall notify the
Executive if it believes that the Executive has breached any of his
obligations under this Section 2; in such event, the Executive shall have
thirty (30) days within which to cure such breach, other than a breach of
his obligation to refrain from employment with any person or entity other
than the Company or any of its subsidiaries or affiliates.
3. Compensation and Other Benefits.
3.1. Salary. As his full base compensation for all services to be rendered by
the Executive during the Term, the Company shall pay to the Executive a
base salary for each calendar year of the Term in an amount established
each year by the Compensation Committee of the Board and the Board, but in
no event less than $400,000 annually. Payment shall be made in accordance
with the Company's usual payroll practices for senior executives. The
annual base salary set forth in this Section 3, as in effect at any
particular time, shall hereinafter be referred to as the "Base Salary." The
Company shall withhold or cause to be withheld from the Base Salary (and
other wages hereunder) all taxes and other amounts as are required by law
to be withheld.
3.2. Annual Bonus. In addition to the Base Salary, the Executive shall have the
opportunity annually to earn as a bonus seventy percent (70%) of his Base
Salary (the "Target Award Opportunity"). In establishing the actual bonus
earned each year by the Executive (the "Annual Bonus"), the Compensation
Committee of the Board, in consultation with the Executive, shall have the
discretion to increase the Annual Bonus above or decrease the Annual Bonus
below the Target Award Opportunity for that year. In so doing the
Compensation Committee's determination shall be based upon an assessment of
the performance of both the Executive and the Company taking into
consideration such performance goals as may be established by the
Compensation Committee periodically in consultation with the Executive. The
Executive's Annual Bonus shall not exceed one hundred percent (100%) of the
Base Salary for any one year.
3.3. Stock Options. The Company will grant to the Executive stock option grants
from time to time in such amounts as are determined in the sole discretion
of the Compensation Committee of the Board.
3.4. Vacation. The Executive shall be entitled to four weeks of paid vacation
for each calendar year of the Term hereof. Upon termination of the Term of
this Agreement, Executive shall be paid for all unused vacation granted
during the year of termination at the Base Salary rate then existing. The
Executive shall not be paid for any unused vacation if terminated for Cause
(as hereinafter defined). No payment shall be made for unused vacation from
any prior years.
3.5. Participation in Employee Benefit Plans. The Executive shall be permitted
to participate in all group life, hospitalization and disability insurance
plans, health programs, pension plans, similar benefit plans or other
so-called "fringe benefit programs" of the Company (the "Employee
Benefits") as are now existing or as may hereafter be revised or adopted
and offered to senior executives generally to the extent the Executive is
eligible under the eligibility provisions of the relevant plan.
4. Confidentiality, Nonsolicitation and Noncompete.
4.1. Confidentiality. The Executive covenants and agrees that all trade secrets,
confidential information (including but not limited to confidential
information with respect to marketing, product offerings or expansion
plans), and financial matters of the Company and its subsidiaries
(collectively "Confidential Information") which are learned by him in the
course of his employment by the Company shall be held in a fiduciary
capacity and treated as confidential by him and shall not be disclosed,
communicated or divulged by him or used by him for the benefit of any
person or entity (other than the Company, its subsidiaries or affiliates)
unless expressly authorized in writing by the Board, or unless the
Confidential Information becomes generally available to the public
otherwise than through disclosure by the Executive.
4.2. Nonsolicitation. The Executive agrees that (1) during the period he is
employed hereunder and for a period of twenty-four (24) months thereafter,
he will not, without the prior written consent of the Board, directly or
indirectly solicit, entice, persuade, or induce any employee, director,
officer, associate, consultant, agent or independent contractor of the
Company or its subsidiaries (i) to terminate such person's employment or
engagement by the Company or its subsidiaries or (ii) to become employed by
any person, firm partnership, corporation, or other such enterprise other
than the Company, its subsidiaries or affiliates, and (2) he shall not
following the termination of his employment hereunder represent that he is
in any way connected with the business of the Company or its subsidiaries
(except to the extent agreed to in writing by the Company).
4.3. Noncompete. The Executive agrees that during the period he is employed
hereunder and for a period of twenty four (24) months following the date of
termination of his employment for any reason except Retirement (as defined
in Section 5.9), he will not (except as a representative of the Company or
with the prior written consent of the Board), directly or indirectly,
engage, participate or make any financial investment, as an employee,
director, officer, associate, consultant, agent, independent contractor,
lender or investor, in the business of any person, firm, partnership,
corporation or other enterprise that is engaged in direct competition with
the business of the Company in any geographic area in which the Company is
then conducting such business. Nothing in this Section 4.3 shall be
construed to preclude the Executive from making any investments in the
securities of any business enterprise whether or not engaged in competition
with the Company, to the extent that such securities are actively traded on
a national securities exchange or in the over-the-counter market in the
United States or on any foreign securities exchange and represent less than
one-percent (1%) of any class of securities of such business enterprise.
Executive acknowledges that if his employment with the Company terminates
for any reason, he can earn a livelihood without violating the foregoing
restrictions and that the time period and scope of the foregoing
restrictions are reasonably required for the protection of the Company's
valid business interests.
4.4 Covenant Payments. In consideration for the covenants contained in Section
4, which are considered material to the Company, the Company agrees to pay
Executive all amounts owed pursuant to this Agreement, and upon Executive's
termination without Cause or Executive resigns for Good Reason, to pay
Executive an amount (the "Covenant Payments") equal to the product of two
times the sum of (i) the Executive's Base Salary and (ii) the highest
Annual Bonus earned in any one of the three years preceding the
termination. The Covenant Payments shall be paid in twenty-four equal
monthly installments commencing as soon as practicable (but in no event
later than thirty days) following the Executive's date of termination. In
the event of the Executive's death following such date of termination, any
unpaid installments shall be paid to the Executive's estate in a single
undiscounted cash lump sum. Such lump sum shall be paid no later than
thirty days after the Company has been notified of the Executive's death.
Notwithstanding anything herein to the contrary, if the Executive is
terminated for Cause or the Executive voluntarily resigns other than for
Good Reason or becomes disabled during the Term, the Executive will remain
subject to the covenants contained in Section 4 but will not be entitled to
the Covenant Payments.
4.5 Remedies. The Company would be damaged irreparably if any provision of
Section 4 was not performed by the Executive in accordance with its terms
or was otherwise breached and that money damages would be an inadequate
remedy for any such nonperformance or breach. Therefore, the Company or its
successors or assigns shall be entitled, in addition to any other rights
and remedies existing in their favor, including the right to retain the
Covenant Payments, to an injunction or injunctions to prevent any breach or
threatened breach of any such provisions and to enforce such provisions
specifically (without posting a bond or other security). Executive agrees
that Company or its successors or assigns may retain the Covenant Payments
as partially liquidated damages for such breach and not as a penalty. The
Executive would be damaged irreparably if any provision of Section 4 was
not performed by the Company in accordance with its terms or was otherwise
breached and that money damages would be an inadequate remedy for any such
nonperformance or breach. Therefore, the Executive shall be entitled, in
addition to any other rights and remedies existing in his favor, to an
injunction or injunctions to prevent any breach or threatened breach of any
such provisions and to enforce such provisions specifically (without
posting a bond or other security).
5. Termination and Severance.
5.1. Notice of Termination. Subject to the provisions of this Agreement, the
Company and the Executive may terminate the Term on thirty (30) days
written notice to the other party, which notice shall specify in detail the
cause for termination, except that no prior written notice need be given by
the Company in the event it terminates the Executive's employment hereunder
for Cause (as hereinafter defined and subject to applicable cure
provisions).
5.2. Resignation. Except as otherwise provided in Section 5.7 or 5.8 herein, the
Executive may voluntarily terminate the Term and resign from employment
with the Company by written notice to Company specifying the effective date
of such resignation. Upon receipt of such notice, the Company shall have
the right to terminate the Term immediately or at such earlier date as the
Company may elect by written notice to the Executive and, in such event the
termination shall be treated as a voluntary termination without Good Reason
by the Executive. Thereafter, Company shall have no further obligations or
liabilities to Executive, except for obligations to pay the Executive (1)
any unpaid Base Salary and accrued vacation benefits earned through the
date of termination; and, (2) the Annual Bonus earned for the calendar year
immediately preceding the calendar year of termination to the extent not
already paid.
5.3. Death. In the event of the Executive's death during the Term, the Term and
the Executive's employment shall terminate automatically, and Company shall
pay to his spouse or designated beneficiary, or if none, to his estate (1)
any unpaid Base Salary and accrued vacation benefits earned through the
date of death, (2) the Annual Bonus earned for the calendar year
immediately preceding the calendar year of death to the extent not already
paid, and (3) a pro rata share of the Target Award Opportunity for the
calendar year of death (calculated on the basis of the number of days
elapsed in such year through the date of death). The Company shall pay to
the Executive, his spouse, designated beneficiary or estate, as the case
may be, any amounts owing pursuant to this Section 5.3 in a single lump sum
within fifteen (15) days following termination of the Executive's
employment.
5.4. Disability. If the Executive becomes physically or mentally disabled during
the Term so that he is unable to perform the services required of him
pursuant to this Agreement for a period of 90 days, the Company may
terminate the Term and the Executive's services hereunder effective the
91st day after the date of such disability, at which time the Company shall
promptly pay to the Executive the payments set forth in Section 5.3 hereof.
5.5. For Cause. The Company may terminate the Executive's employment during the
Term for Cause. For purposes of this Agreement, "Cause" shall mean that the
Executive has (i) committed an act of personal dishonesty, embezzlement or
fraud; (ii) has misused alcohol or drugs; (iii) failed to pay any
obligation owed to the Company or any affiliate; (iv) breached a fiduciary
duty or deliberately disregarded any rule of the Company or any affiliate;
(v) has committed an act of willful misconduct, or the intentional failure
to perform stated duties; (vi) has willfully violated any law, rule or
regulation (other than misdemeanors, traffic violations or similar
offenses) or any final cease-and-desist order; (vii) has disclosed without
authorization any Confidential Information of the Company or any affiliate,
or has engaged in any conduct constituting unfair competition, or has
induced any customer of the Company or any Affiliate to breach a contract
with the Company or any affiliate.
If at any time during the Term the Company shall terminate the Executive
for "Cause" the Company shall pay the Executive (i) any unpaid Base Salary
earned through the date of termination, and (ii) the Annual Bonus earned for the
calendar year immediately preceding the calendar year of termination to the
extent not already paid, without any further obligations to the Executive.
5.6 Good Reason. "Good Reason" shall mean (1) a demotion in the Executive's
status, title or position, or the assignment to the Executive of duties or
responsibilities which are materially inconsistent with such status, title
or position; (2) a material breach of this Agreement by the Company,
provided the Company has not remedied such breach within thirty (30) days
of receipt of written notice of such breach; (3) a relocation of the
executive offices of the Company to a location more than 50 miles outside
of Jackson, Mississippi without the Executive's written consent given to
the Company within thirty (30) days of the Executive's receipt of
notification of such relocation by the Company or (4) the failure of the
Executive to be named as the Chief Executive Officer of any successor by
merger to the Company. Any good faith determination of "Good Reason" made
by the Executive shall be conclusive.
5.7. Change in Control. If at any time during the Term the Company experiences a
Change in Control and within three (3) years after the date the Change in
Control occurs (i) the Term and the Executive are terminated other than for
Cause, death, disability or Retirement or (ii) the Executive resigns for
Good Reason, the following provisions shall apply:
(i) "Change in Control" shall mean any one of the following events:
(1) the acquisition by any person of ownership of, holding or
power to vote more than 20% of the Company's voting stock, (2)
the acquisition by any person of the ability to control the
election of a majority of the Company's Board, (3) the
acquisition of a controlling influence over the management or
policies of the Company by any person or by persons acting as a
"group" (within the meaning of Section 13(d) of the Securities
Exchange Act of 1934 (Exchange Act), or (4) during any period of
two consecutive years, individuals (the "Continuing Directors")
who at the beginning of such period constitute the Board (the
"Existing Board") cease for any reason to constitute at least
two-thirds thereof, provided that any individual whose election
or nomination for election as a member of the Existing Board was
approved by a vote of at least two-thirds of the Continuing
Directors then in office shall be considered a Continuing
Director. Notwithstanding the foregoing, in the case of (1), (2)
and (3) hereof, ownership or control of the Company's voting
stock by the only subsidiary of the Company or any employee
benefit plan sponsored by the Company or any subsidiary shall not
constitute a Change in Control. For purposes of this
subparagraph, the term "person" refers to an individual or a
corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization
of any other form of entity not specifically listed herein;
(ii) The Company shall pay to the Executive in a lump sum in cash
within thirty (30) days after the effective date of termination
(except for the payment described in Section 5.7 (ii)(D) which
shall be paid on the date specified therein) the aggregate of the
following amounts:
A. The sum of (1) the Executive's Base Salary and accrued vacation
benefits through the date of termination to the extent not theretofore
paid and (2) the additional sum of (i) the Executive's Base Salary
immediately prior to the Change in Control and (ii) the highest Annual
Bonus amount earned in any one of the three (3) years preceding the
year of the Change in Control.
B. The Company shall continue to provide to the Executive the Employee
Benefits for one year following the effective date of termination,
reduced by any employment benefits received from later employment;
C. Any stock options granted Executive by the Company which have not
vested shall vest in the Executive in full as of the Change in
Control. Any such stock options which were intended by the parties to
be incentive stock options but which exceed the "$100,000 first
exercisable rule" shall be converted into non-qualified stock options;
and
D. If the Executive is unable to sell his home in Xxxxxxx for at least
the lesser of $900,000 or the then current appraised value of the home
within 4 months following the effective date of his termination,
Company shall acquire such property at that time for a purchase price
equal to the lesser of $900,000 or the then current appraised value of
the Executive's home in Xxxxxxx in exchange for an unencumbered deed
to the property.
E. In consideration of the covenants set forth in Section 4, the
Executive shall be paid the Covenant Payments in an undiscounted cash
lump sum within 30 days of such date of termination.
5.8. No Change in Control. If there has not been a Change in Control prior to
the date of termination and (i) the Company terminates the Term and the
Executive's employment for a reason other than Cause, death, disability or
Retirement or (ii) if the Executive resigns for Good Reason, the Company
shall pay to the Executive the aggregate of the following amounts in a lump
sum in cash within thirty (30) days after the effective date of termination
(except for the payments described in Sections 5.8C and 5.8D which shall be
paid on the dates specified therein).
A. The sum of (1) the Executive's Base Salary and accrued vacation
benefits through the date of termination to the extent not theretofore
paid;
B. The Company shall continue to provide to the Executive the Employee
Benefits for a period of eighteen months following the effective date
of the termination, reduced by any employee benefits received from
later employment;
C. If the Executive is unable to sell his home in Xxxxxxx for at least
the lesser of $900,000 or the then current appraised value of the home
within 4 months following the effective date of his termination,
Company shall acquire such property at that time for a purchase price
equal to the lesser of $900,000 or the then current appraised value of
the Executive's home in Xxxxxxx in exchange for an unencumbered deed
to the property;
D. In consideration of the covenants set forth in Section 4, the
Executive shall be paid the Covenant Payments in the manner provided
in Section 4.4.
5.9 Retirement. Unless terminated earlier pursuant to this Section 5, the Term
and the Executive's employment shall automatically terminate on the last
business day of the calendar year in which the Executive reaches age 65
("Retirement"), in which event, the Executive shall be entitled to receive
such retirement benefits which have accrued to the Executive by virtue of
his employment hereunder, but not the payments described in Sections 4.4,
5.7 and 5.8 hereof.
5.10.Return of Documents on Termination. On termination of employment, the
Executive shall promptly return to the Company all documents, materials,
papers, data, computer discs, statements and any other written material
(including but not limited to all copies thereof) and other property of the
Company.
5.11 Release. The payments and benefits to which the Executive is entitled
pursuant to Sections 4 and 5 are contingent upon the Executive executing a
release agreement in a form reasonably acceptable to the Company.
6. Expenses. The Company shall reimburse the Executive for his reasonable
out-of-pocket expenses incurred pursuant to this Agreement and in
connection with the performance of his duties under this Agreement, in
accordance with the general policy of the Company, upon submission of
satisfactory documentation evidencing such expenditures.
7. Non-Assignment. This Agreement and all of the Executive's rights and
obligations hereunder are personal to the Executive and shall not be
assignable; provided, however, that upon his death all of the Executive's
rights to cash payments under this Agreement shall inure to the benefit of
his widow, personal representative, designees or other legal
representatives, as the case may be. Any person, firm or corporation
succeeding to the business of the Company by merger, purchase,
consolidation or otherwise shall assume by contract or operation of law the
obligations of the Company hereunder, provided, however, that the Company
shall, notwithstanding such assumption, remain liable and responsible for
the fulfillment of its obligations under this Agreement.
8. Arbitration. In the event of a dispute between the Company and the
Executive over the terms of this Agreement which is not settled by the
parties, the company and the Executive agree to settle any and all such
disputed issues by arbitration in accordance with the then-existing rules
of the American Arbitration Association. The Company and the Executive
shall jointly appoint one person to act as the arbitrator. In the event the
Company and the Executive cannot agree to an arbitrator within 30 days, the
arbitrator shall be chosen by the American Arbitration Association. The
decision of the arbitrator shall be binding upon the parties and there
shall be no appeal therefrom other than for bias, fraud or misconduct. The
costs of the arbitration, including the fees and expenses of the
arbitrator, shall be borne fifty percent by the Company, on the one hand,
and fifty percent by the Executive, on the other, but each party shall pay
its own attorneys' fees and other professional costs and expenses;
provided, however, that if the arbitrator shall rule for the Executive, the
Company shall pay or reimburse the Executive's reasonable attorneys' fees
and other professional costs and expenses and the Executive's share of the
arbitration costs incurred in connection with such arbitration.
Notwithstanding the foregoing, it is specifically understood that the
Executive shall remain free to assert and enforce in any court of competent
jurisdiction such rights, if any, as the Executive may have under federal
law, including without limitation, rights arising under Title VII of the
Civil Rights Act of 1964, as amended, the Age Discrimination and Employment
Act of 1967, as amended, and/or the Americans With Disabilities Act of
1990. Any decision rendered by the arbitrator, except as provided above,
shall be final and binding.
9. Excise Tax Limitation.
9.1. Notwithstanding anything contained in this Agreement (or in any other
agreement between the Executive and the Company) to the contrary, to the
extent that any payments and benefits provided under this Agreement or
payments or benefits provided to, or for the benefit of, the Executive
under the Trustmark Corporation 1997 Long Term Incentive Plan or any other
plan or agreement of the Company (such payments or benefits are
collectively referred to as the "Payments") would be subject to the excise
tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code"), the Payments shall be reduced if and
to the extent that a reduction in the Payments would result in the
Executive retaining a larger amount, on an after-tax basis (taking into
account federal, state and local income taxes and the Excise Tax), than he
would have retained had he been entitled to receive all of the Payments
(such reduced amount is hereinafter referred to as the "Limited Payment
Amount"). Unless the Executive shall have given prior written notice to the
Company specifying a different order to effectuate the reduction, the
Company shall reduce the Payments by first reducing or eliminating those
payments or benefits which are not payable in cash and then by reducing or
eliminating cash payments, in each case in reverse order beginning with
payments or benefits which are to be paid the farthest in time from the
date the "Determination" (as hereinafter defined) is delivered to the
Company and the Executive. Any notice given by the Executive pursuant to
the preceding sentence shall take precedence over the provisions of any
other plan, arrangement or agreement governing the Executive's rights and
entitlements to any benefits or compensation.
9.2. The determination as to whether the Payments shall be reduced to the
Limited Payment Amount and the amount of such Limited Payment Amount (the
"Determination") shall be made at the Company's expense by an accounting
firm selected by the Company and reasonably acceptable to the Executive
which is designated as one of the five (5) largest accounting firms in the
United States (the "Accounting Firm"). The Accounting Firm shall provide
the Determination in writing, together with detailed supporting
calculations and documentation, to the Company and the Executive on or
prior to the date of termination of the Executive's employment if
applicable, or at such other time as requested by the Company or by the
Executive. Within ten (10) days of the delivery of the Determination to the
Executive, the Executive shall have the right to dispute the Determination
(the "Dispute") in writing setting forth the precise basis of the dispute.
If there is no Dispute, the Determination shall be binding, final and
conclusive upon the Company and the Executive.
9.3 Any Excise Tax payable hereunder shall be paid by the Executive.
10. Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any
jurisdiction such invalidity, legality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
11. Other Provisions.
11.1.Notices. Any notice or other communication required or permitted hereunder
shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when
so delivered personally, telegraphed, telexed or sent by facsimile
transmission, or if mailed, five days after the date of deposit in the
United States mail, as follows:
(i) if to the Company, to:
Trustmark Corporation
000 Xxxx Xxxxxxx Xxxxxx
Post Office Xxx 000
Xxxxxxx, XX 00000
Attention: Chairman of Executive Committee
(ii) if to the Executive, to:
Xxxxxxx X. Xxxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Any party may change its address for notice hereunder by notice to the
other parties hereto.
11.2.Entire Agreement. This Agreement amends and restates the Original
Agreement. This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supersede all prior
representations, warranties and agreements, written or oral with respect
thereto between the Company and the Executive.
11.3.Waivers and Agreements. This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions
hereof may be waived, only by written instrument signed by the parties or,
in the case of a waiver, by the party waiving compliance. No delay on the
part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any
party of any right, power or privilege hereunder, nor any single or partial
exercise of any right, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege hereunder.
11.4.Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Mississippi, without regard to its
principle of conflicts of law.
11.5.Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original but both of which together shall
constitute one and the same instrument.
11.6.Headings. The headings in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this
Agreement.
12. Board Approval. The effectiveness of this Agreement shall be subject to
approval by a majority of the Board of the Company entitled to vote on the
date hereof.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first above written.
TRUSTMARK CORPORATION
By: /s/ T. H. Xxxxxxx, III
----------------------
T. H. Xxxxxxx, III
Chairman of the Board
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
