Exhibit 10.5
THE PEOPLES HOLDING COMPANY
EMPLOYMENT AGREEMENT
This Agreement ("Agreement") has been entered into this lst day of January,
2001, by and between The Peoples Holding Company ("Company"), and Xxxxxx X.
XxXxxx, an individual ("Executive").
RECITALS
The Board of Directors of the Company ("Board") has determined that it is in the
best interest of the Company and its stockholders to reinforce and encourage the
continued attention and dedication of the Executive to the Company as a member
of management of the Company or as a member of management of a subsidiary of the
Company, and to assure that the Company will have the continued dedication of
the Executive, notwithstanding the possibility, threat, or occurrence of a
Change in Control (as defined below) of the Company. The Board believes that it
is imperative to diminish the inevitable distraction of the Executive by virtue
of the personal uncertainties and risks created by a pending or threatened
Change in Control and to encourage the Executive's full attention and dedication
to the Company or a subsidiary currently and in the event of any threatened or
pending Change in Control which ensures that the compensation and benefit
expectations of the Executive will be satisfied and which are competitive with
those of other corporations. Therefore, in order to accomplish these objectives,
the Board has caused the Company to enter into this Agreement.
IT IS AGREED AS FOLLOWS:
Section 1: Definitions and Construction.
1.1 Definitions. For purposes of this Agreement, the following words and
phrases, whether or not capitalized, shall have the meaning specified below
unless the context plainly requires a different meaning.
(a) "Board" means the Board of Directors of the Company.
(b) "Change in Control" means any liquidation, dissolution, consolidation
or merger of the Company in which the Company is not a continuing or
surviving corporation.
(c) "Change in Control Date" shall mean the date of the change in control.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Company" means The Peoples Holding Company, a Mississippi
Corporation, for the purpose of determining if a change in control has
occurred. For the purpose of an employment relationship, it includes
any subsidiary or successor of The Peoples Holding Company.
(f) "Effective Date" shall mean January 1, 2001. .
(g) "Exchange Act" means the Securities and Exchange Act of 1934, as
amended.
(h) "Person" means any "person" within the meaning of Sec.13(d) and 14(d)
of the Exchange Act.
(i) "Term" means the period that begins on the effective date and ends on
the anniversary of the effective date, unless prior thereto a Change
in Control shall have occurred. This contract shall automatically
renew for additional one- (1) year terms unless either party shall
give the other party at least ninety (90) days' advance written notice
of said party's intention not to renew said contract; provided,
however, the Company shall not be able to give notice of its intention
not to renew the contract following a Change in Control or if it is
involved in any negotiations, whether formal or informal, that may
result in a Change in Control.
1.2 Headings. All headings herein are included solely for ease of reference and
do not bear on the interpretation of the text. Accordingly, as used herein,
the terms "Article" and "Section" mean the text that accompanies the
specified Article or Section hereof.
1.3 Applicable Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Mississippi without reference to
its conflicts of law principles.
Section 2: Terms and Conditions of Employment.
2.1 Severance Benefits. In order to induce the Executive to remain in the
employ of the Company and in consideration of the Executive's agreeing to
remain in the employ of the Company, subject to the terms and conditions
set forth herein, this Agreement sets forth the severance benefits which
the Company agrees will be provided to the Executive in the event the
Executive's employment with the Company is terminated subsequent to a
Change in Control under the circumstances described herein.
2.2 Positions and Duties. Prior to the receipt of benefits under this
Agreement, the Executive shall serve as an officer of the Company or of a
subsidiary thereof, subject to the reasonable directions of the Board.
During the term of this Agreement, Executive agrees that Executive will not
voluntarily leave the employ of the Company except as may be provided
hereunder. Any violation of this Section 2.2 by the Executive prior to a
Change in Control shall result in a termination hereof, and the Executive
shall have no other liability hereunder for such action. In consideration
of this, the Company agrees that following a Change in Control, the
Executive's authority, duties and responsibilities shall be at least
commensurate in all material respects with those assigned to, or held and
exercised by, the Executive immediately preceding the date on which a
Change in Control occurs. Notwithstanding the foregoing, the Company may
terminate the Executive's employment at any time, subject to providing the
benefits hereinafter specified and in accordance with the terms hereof.
Nothing contained herein shall require the surviving corporation to use the
designation of Chief Executive Officer and/or President.
2.3 Situs of Employment. Following a Change in Control, the new entity shall
make a good faith effort to provide the Executive with the type and kind of
employment described herein at the location where the Executive was
providing his services prior to the Change of Control. Nothing contained
herein shall require the Executive to move and will give the Executive the
authority to receive the benefits provided to him under this contract if he
does not elect to move. 2.4 Compensation.
(a) Annual Base Salary. The Annual Base Salary ("Annual Base Salary")shall
be an amount equal to the salary the Executive was receiving during
the month immediately preceding a Change in Control computed on an
annualized basis.
(b) Incentive Bonuses. Incentive Bonuses ("Incentive Bonus") shall mean
any bonuses provided through any incentive compensation plan, subject
to the provisions of such plan.
(c) Welfare Benefit Plans. Welfare benefit plans shall mean practices,
policies and programs provided by the Company (including, without
limitation, medical, prescription, dental, disability, salary
continuance, employee life, group life, accidental death and travel
accident insurance plans and programs), subject to the provision of
such welfare benefit plans.
Section 3: Termination of Employment.
3.1 Death. The Executive's employment shall terminate automatically upon the
Executive's death during the Term of this Agreement and prior to a
termination of employment by the Executive.
3.2 Disability. Following a Change in Control, if the Company determines in
good faith that a Disability of the Executive has occurred (pursuant to the
definition of Disability set forth below), the Company may give to the
Executive written notice in accordance with Section 7.1 of the intention of
the Company to terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate effective on the
thirtieth (30th) day after receipt of such notice by the Executive (the
"Disability Effective Date"), provided that, within the thirty (30) days
after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean that the Executive has been unable to perform the
services required of the Executive hereunder on a full-time basis for a
period of one hundred-eighty (180) consecutive business days by reason of a
physical and/or mental condition. "Disability" shall be deemed to exist
when certified by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably). The
Executive will submit to such medical or psychiatric examinations and tests
as such physician deems necessary to make any such Disability
determination.
3.3 Termination for Cause. Following a Change in Control, the Company may
terminate the Executive's employment for "Cause," which shall mean
termination based upon: (a) the Executive's willful and continued failure
to perform the Executive's duties with the Company (other than as a result
of incapacity due to physical or mental condition), after a demand for
substantial performance is delivered to the Executive by the Chief
Executive Officer of the Company or the Chairman of the Board, which
specifically identifies the manner in which the Executive has not
substantially performed the Executive's duties, (b) the Executive's willful
commission of misconduct which is materially injurious to the Company,
monetarily or otherwise, or (c) the Executive's material breach of any
provision of this Agreement. For purposes of this paragraph, no act or
failure to act on the Executive's part shall be considered "willful" unless
done, or omitted to be done, without good faith and without reasonable
belief that the act or omission was in the best interests of the Company.
Notwithstanding the foregoing, the Executive shall not be deemed to have
been terminated for Cause unless and until (a) the Executive receives a
notice of Termination (as defined in Section 3.5) from the Chief Executive
Officer of the Company or the Chairman of the Board, (b) the Executive is
given the opportunity, with counsel, to be heard before the Board, and (c)
the Board finds, in its good faith opinion, that the Executive was guilty
of the conduct set forth in the Notice of Termination.
3.4 Good Reason. Following a Change in Control, the Executive may terminate
employment with the Company for "Good Reason," which shall mean termination
based upon:
(a) the assignment to the Executive of any duties inconsistent in any
respect with the Executive's position, authority, duties or
responsibilities as contemplated by Section 2.2 or any other action by
the Company which results in a material diminution in such position,
authority, duties or responsibilities, excluding for this purpose any
action not taken in bad faith and which is remedied by the Company
promptly after notice thereof given by the Executive;
(b) (i) the failure by the Company to continue in effect any benefit or
compensation plan, stock ownership plan, life insurance plan, health
and accident plan or disability plan in which the Executive is
participating as specified in Section 2.4(b) or 2.4(c) or (ii) the
taking of any action by the Company which would adversely affect the
Executive's participation in,or materially reduce the Executive's
benefits under, any plans described in Section 2.4(b) or 2.4(c),or
deprive the Executive of any material fringe benefit enjoyed by the
Executive as described in Section 2.4(b) or 2.4(c);
(c) a material breach by the Company of any provision hereof;
(d) any termination by the Company of the Executive's employment otherwise
than as expressly permitted by this Agreement;
(e) within a period ending at the close of business on the date three (3)
years after the Change in Control Date, any failure by the Company to
comply with and satisfy Section 6.2 on or after the Change in Control
Date.
3.5 Notice of Termination. Any termination by the Company for Cause or
Disability, or by the Executive for Good Reason, shall be communicated by
Notice of Termination to the other party, given in accordance with Section
7.1. For purposes of this Agreement, a "notice of Termination" means a
written notice which (a) indicates the specific termination provision
herein relied upon, (b) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated,
and (c) if the Date of Termination (as defined below) is other than the
date of receipt of such notice, specifies the termination date (which date
shall be not more than thirty [30] days after the giving of such notice).
The failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company
hereunder or preclude the Executive or the Company from asserting such fact
or circumstance in enforcing the Executive's or the Company's rights
hereunder.
3.6 Date of Termination. "Date of Termination" means (a) if the Executive's
employment is terminated by the Company with or without Cause, or by the
Executive for Good Reason, the date of Termination shall be the date of
receipt of the Notice of Termination or any later date specified therein,
as the case may be, or (b) if the Executive's employment is terminated by
reason of death or Disability, the Date of Termination shall be the date of
death of the Executive or the Disability Effective Date, as the case may
be.
Section 4: Certain Benefits Upon Termination of Employment.
4.1 Termination after a Change in Control. If a Change in Control occurs during
the Term of this Agreement and within three (3) years after such Change in
Control, either the Company shall terminate the Executive's employment
without Cause, or the Executive shall terminate employment with the Company
for Good Reason, then the Executive shall be entitled to the benefits
provided below for the three year period after Change in Control or the
remaining portion of said three year period following the date of
termination.
(a) "Accrued Obligations": On the tenth (10th) business day following the
Date of Termination, the Company shall pay to the Executive the sum of
(i) the Executive's Annual Base Salary prorated through the Date of
Termination to the extent not previously paid, and (ii) any accrued
vacation pay to the extent not previously paid.
(b) "Severance Amount": The "Severance Amount" shall be an amount equal to
2.99 times the Executive's Annual Base Salary in effect on the
business day prior to the Date of Termination plus 2.99 times the
average annual incentive bonus for the two years prior to the Change
in Control. The Company shall set aside this amount in escrow for a
period of three years and the Escrow Agent shall pay to the Executive,
beginning on the tenth (10th) business day following the Date of
Termination, a monthly amount of one-thirty-sixth (1/36) of the
severance amount less any monthly W-2, Schedule C or Schedule F
earnings reportable on Internal Revenue Service Form 1040 which are
received by the Executive from his present employer or any future
employer or employers for a period of 36 months or until the earlier
exhaustion of the entire severance amount plus interest thereon. In
the event of the Executive's death after a termination for which a
"Severance Amount" is payable, the Escrow Agent shall continue to pay
to the Executive's spouse or other named beneficiary the remaining
obligation owed the Executive under the terms of this contract and the
Escrow Agreement. The Company may, however, at its option, elect to
pay the Severance Amount to the Executive, or in the event of his
death, his spouse or other named beneficiary, in the form of a
lump-sum cash payment on or before the date the first monthly payment
is due; or the Company, at its option, at anytime during the term of
the Escrow Agreement, can direct the Escrow Agent to pay the
Executive, the Executive's spouse, or named beneficiary, as the case
may be, the then remaining balance of the severance amount, plus any
accrued and accumulated interest thereon, in the form of a lump-sum
cash payment, and the rights and obligations of all parties under both
the Employment Agreement and Escrow Agreement shall be terminated.
In the event, subsequent to the Change in Control, the Executive
becomes an employee of any competing commercial bank, savings bank,
savings and loan association, or credit union ("financial
institution") in the defined market area of the Employer prior to the
Change in Control, then any obligation of the Employer under this
Section is terminated, and the Executive shall not be entitled to any
further benefits under this Agreement.
The severance amount set aside in escrow shall be invested according
to the provisions of the escrow agreement attached hereto as "Exhibit
A" and the interest earned included in the amount payable to the
Executive. Any severance amounts not paid to the Executive shall be
returned to the Company at the end of the 36-month escrow period, or
sooner should the Executive accept employment with a competing
"financial institution" as defined above. All interest earned on the
account shall be paid to the Executive following the final severance
payment.
(c) "Other Benefits": To the extent not previously provided, the Company
shall timely pay or provide to the Executive and/or the Executive's
family any other amounts or benefits including benefits from welfare
benefit plans required to be paid or provided for which the Executive
and/or the Executive's family is eligible to receive pursuant hereto
and under any plan, program, policy or practice or contract or
agreement of the Company as those provided generally to other peer
executives and their families during the ninety (90) day period
immediately preceding the Effective Date or, if more favorable to the
Executive, as those provided generally after the Effective Date to
other peer executives of the Company and their families.
(d) If termination of the Executive occurs less than three years after
such Change in Control, then the benefits provided by this Agreement
shall be pro rated on the ratio of the remaining portion of said three
year period to the full three year period following Change in Control.
(e) "Excess Parachute Payment": Anything herein to the contrary
notwithstanding, in the event that an independent accountant shall
determine that any payment or distribution by the Company to or for
the benefit of Executive (whether paid or payable or distributed or
distributable pursuant to the terms hereof or otherwise) (a "Payment")
would be nondeductible by the Company for Federal income tax purposes
because of Code Sec.280G or would constitute an "excess parachute
payment" (as defined in Code Sec.280G), then the aggregate present
value of amounts payable or distributable to or for the benefit of the
Executive pursuant hereto or pursuant to any other agreement with the
company because of the occurrence of a Change in Control (such
payments or distributions are hereinafter referred to as "Agreement
Payments") shall be reduced (but not below zero) to the Reduced
Amount. For purposes of this paragraph, the "Reduced Amount" shall be
an amount expressed in present value which maximizes the aggregate
present value of Agreement Payments without causing any payment to be
nondeductible by the Company because of Code Sec.280G or without
causing any portion of the Payment to be subject to the excise tax
imposed by Code Sec.4999.
If the independent accountant determines that any Payment would be
nondeductible by the Company because of Code Sec.280G or that any
portion of the Payment would be subject to the excise tax imposed by
Code Sec.4999, the Company shall promptly give Executive notice to
that effect. The Executive may then elect,in the Executive's sole
discretion, which and how much of the Agreement Payments shall be
eliminated or reduced (as long as after such election the aggregate
present value of the Agreement Payments equals the Reduced Amount, and
shall advise the Company in writing of the Executive's election within
ten (10) days after the Executive's receipt of such notice. If no such
election is made by the Executive within such ten-day period, the
Company may elect which and how much of the Agreement Payments shall
be eliminated or reduced (as long as after such election the aggregate
present value of the Agreement Payments equals the Reduced Amount) and
shall notify the Executive promptly of such election. For purposes of
this paragraph, present value shall be determined in accordance with
Code Sec. 280G(d)(4). All determinations made by the independent
accountant under this paragraph shall be binding upon the Company and
the Executive and shall be made within sixty (60) days of a
termination of employment of the Executive. As promptly as practicable
following such determination and the elections hereunder, the Company
shall pay to or distribute to or for the benefit of the Executive such
amounts as are then due to the Executive hereunder and shall promptly
pay to or distribute for the benefit of the Executive in the future
such amounts as become due to the Executive hereunder.
As a result of the uncertainty in the application of Code Sec.280G and
4999 at the time of the initial determination by the independent
accountant hereunder, it is possible that Agreement Payments will be
made by the Company which should not have been made ("Overpayment") or
that additional Agreement Payments which have not been made by the
Company should have been made ("Underpayment"), in each case,
consistent with the calculation of the Reduced Amount hereunder. In
the event that the independent accountant, based upon the assertion of
a deficiency by the Internal Revenue Service against the Company or
the Executive which the independent accountant believes has a high
probability of success, determines that an Overpayment has been made,
any such Overpayment shall be treated for all purposes as a loan to
the Executive which the Executive shall repay to the Company, together
with interest at the applicable Federal rate provided for in Code
Sec.7872(f)(2); provided, however, that no amount shall be payable by
the Executive to the Company if and to the extent such payment would
not reduce the amount which is subject to taxation under Code Sec.
4999 or if the period of limitations for assessment of tax under Code
Sec. 4999 against the Executive shall have expired. If the Executive
is required to repay an amount under this Section, the Executive shall
repay such amount over a period of time not to exceed one (1) year for
each twenty-five thousand dollars ($25,000) which the Executive must
repay to the Company. In the event that the independent accountant,
based upon controlling precedent, determines that an Underpayment has
occurred, any such Underpayment shall be promptly paid by the Company
to or for the benefit of the Executive together with interest at the
applicable Federal rate provided for in Code Sec 7872(f)(2)(A).
4.2 Death. If the Executive's employment is terminated by reason of the
Executive's death during the Term hereof (either prior or subsequent
to a Change in Control but prior to a termination of employment by the
Executive), this Agreement shall terminate without further obligation
to the Executive's legal representatives hereunder.
4.3 Disability. If the Executive's employment is terminated by reason of
the Executive's Disability during the Term hereof subsequent to a
Change in Control, this Agreement shall terminate without further
obligations to the Executive.
4.4 Termination for Cause; Executive's Termination Other Than for Good
Reason After a Change in Control. If the Executive's employment shall
be terminated for Cause during the Term hereof (either prior to or
subsequent to a Change in Control), this Agreement shall terminate
without further obligations to the Executive. If the Executive
terminates employment with the Company during the Term hereof (other
than for Good Reason after a Change in Control), this Agreement shall
terminate without further obligations to the Executive.
4.5 Non-Exclusivity of Rights. Nothing herein shall prevent or limit the
Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company and for which the Executive
may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with
the Company. Amounts which are vested benefits of which the Executive
is otherwise entitled to receive under any plan, policy, practice or
program of , or any contract or agreement with, the Company at or
subsequent to the Date of Termination, shall be payable in accordance
with such plan, policy, practice or program or contract or agreement
except as explicitly modified by this Agreement.
4.6 Full Settlement. The Company's obligation to make the payments
provided for herein and otherwise to perform its obligations hereunder
shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have
against the Executive or others, other than for the repayment of any
debt owed the Company which is in default or to receive reimbursement
of funds determined to have been taken through malfeasance. In no
event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amount payable to
the Executive under any of the provisions hereof. The Company agrees,
only on and after a Change in Control Date, to pay promptly as
incurred all reasonable legal fees and expenses which the Executive
may reasonably incur as a result of any unsuccessful contest by the
Company or successful contest by the Executive, his heirs, agents or
attorneys-in-fact, of the validity or enforceability of, or liability
under, any provision hereof or any guarantee of performance thereof,
plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Code Sec.7872(f)(2)(A). If Executive
commits acts of malfeasance during his employment which result in the
conviction of said Executive of a crime, Executive shall be entitled
to no benefits under this agreement from and after the date of such
conviction.
4.7 Resolution of Disputes. If there shall be any dispute between the
Company and the Executive (a) in the event of any termination of the
Executive's employment by the Company, whether or not such termination
was for Cause, or (b) in the event of any termination of employment by
the Executive, whether Good Reason existed, then, the entire amount
payable under Section 4.1 of this agreement shall be held in escrow
until there is a final nonappealable judgment by a court of competent
jurisdiction. If said judgment declares that such termination was
without Cause or that the determination by the Executive of the
existence of Good Reason was made in good faith, the Escrow Agent
shall, only on and after a Change in Control Date, pay all amounts,
including any interest earned on any funds held in escrow, and provide
all benefits, to the Executive and/or the Executive's family or other
beneficiaries, as the case may be, that the Company would be required
to pay or provide pursuant to Section 4.1 as though such termination
were by the Company without Cause or by the Executive with Good
Reason. In the event, however, that the Company shall not be required
to pay any disputed amounts pursuant to this paragraph, such funds
shall be payable to the Company.
During the period of time the funds are held in escrow, the Escrow
Agent shall pay to the Executive, the Executive's spouse, or named
beneficiary, as the case may be, a monthly amount of 1/36 of the
severance amount less any monthly W-2, Schedule C or Schedule F
earnings reportable on Internal Revenue Service Form 1040 which are
received by the Executive from his present employer, or any future
employer or employers, until the earlier of 36 months or the
exhaustion of the entire severance amount plus interest thereon.
The severance amount set aside in escrow shall be invested according
to the provisions of the escrow agreement attached hereto as "Exhibit
A" and the interest earned included in the Amount payable to the
Executive.
As a condition of placing the severance amount in escrow, the
Executive shall execute an agreement which shall be binding on
Executive's spouse or other beneficiaries to repay all such amounts to
which the Executive is ultimately adjudged by such court not to be
entitled.
Section 5: Confidential Information. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company
and its or their respective businesses, which shall have been obtained
by the Executive during the Executive's employment by the Company and
which shall not be or become public knowledge (other than by acts of
the Executive or representatives of the Executive in violation of this
Agreement). After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of
the Company, or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. In no event
shall an asserted violation of the provisions of this Section
constitute a basis for deferring or withholding any amounts otherwise
payable to the Executive under this Agreement.
Section 6: Successors.
6.1 Successors of Executive. This Agreement is personal to the Executive
and, without the prior written consent of the Company, shall not be
assignable by the Executive otherwise than by will or the laws of
descent and distribution. This Agreement shall inure to the benefit of
and be enforceable by the Executive's legal representatives.
6.2 Successors of Company. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required
to perform it if no such succession had taken place. Failure of the
Company to obtain such agreement upon the effectiveness of any such
succession shall be a breach hereof and shall entitle the Executive to
terminate under the terms of the Agreement at the Executive's option
on or after the Change in Control for Good Reason. As used herein,
"Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets which assumes and agrees to
perform this Agreement by operation of law, or otherwise.
Section 7: Miscellaneous.
7.1 Notice. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified
or registered mail, return receipt requested,postage prepaid,
addressed to the respective addresses as set forth below; provided
that all notices to the Company shall be directed to the attention of
the Chairman of the Board of the Company with copies to the Chief
Executive Officer and the Secretary of the Company, or to such other
address as one party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.
Notice to Executive
Xxxxxx X. XxXxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Notice to Company:
The Peoples Holding Company
000 Xxxx Xxxxxx
P. O. Xxx 000
Xxxxxx, XX 00000-0000
7.2 Validity. The invalidity or unenforceability of any provision hereof
shall not affect the validity or enforceability of any other portion
of this Agreement.
7.3 Withholding. The Company may withhold from any amounts payable
hereunder such federal, state, or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.
7.4 Waiver. The Executive's or the Company's failure to insist upon a
strict compliance with any provision hereof or any other provision
hereof or the failure to assert any right the Executive or the Company
may have hereunder, including, without limitation,the right of the
Executive to terminate employment for Good Reason pursuant to Section
3.4 shall not be deemed to be a waiver of such provision or right or
any other provision or right hereof.
7.5 Effect on Other Employment Agreements. The terms hereof shall
supersede all other employment or other agreements with respect to
severance entered into by and between the Executive and the Company,
or the Executive and any other employer, and this Agreement shall
constitute the governing agreement pursuant to which the Company shall
have obligations to the Executive upon the termination of the
Executive's relationship with the Company or any subsidiary.
IN WITNESS WHEREOF, the Executive and the Company, pursuant to the authorization
from its Board, have caused this Agreement to be executed in its name on its
behalf,all as of the day and year first above written.
(s) X. Xxxxxxxx XxXxxx
-----------------------------
EXECUTIVE
ATTEST THE PEOPLES HOLDING COMPANY
By (s) Xxxxxx Xxxx By (s) Xxxxxx X. Xxxxx
-------------------- --------------------------
Secretary Chairman of the Board
