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EXHIBIT 10.5
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BANCORPSOUTH, INC.
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT ("Agreement") is entered into this 16th day of April,
2000, by and between BancorpSouth, Inc., (the "Company") and Xxxxx X. Xxxxxx
("Employee").
W I T N E S S E T H:
WHEREAS, upon closing of that merger transaction between the Company
and First United Bancshares ("First United") the Employee shall become employed
as the Chief Operating Officer of the Company; and
WHEREAS, the Company desires to provide certain severance payments to
Employee in the event that Employee's employment with the Company is terminated
in connection with a change in control of the Company;
NOW, THEREFORE, based upon the premises set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
ARTICLE I. DEFINITIONS
Terms used in this Agreement that are defined are indicated by initial
capitalization of the term. References to an "Article" or a "Section" mean an
article or a section of this Agreement. In addition to those terms that are
specifically defined herein, the following terms are defined for purposes
hereof:
"Administrator" means a committee consisting of the Company's chief
executive officer, the secretary of the Company, the vice president of human
resources, and any other individuals appointed by the chief executive officer.
The Administrator may delegate any of its duties or authorities to any person or
entity. If a Change in Control occurs, as described in this Agreement, the
Administrator shall be the committee of individuals who were committee members
immediately prior to the Change in Control.
"Benefit" means the benefits described in Article II.
"Change in Control" means a transaction or circumstance in which any of
the following have occurred:
(a) any "person" as such term is used in sections 13(d) and 14(d) of the
Exchange Act, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a
corporation controlling the Company or owned directly or indirectly by
the shareholders of the Company in substantially the same proportions
as their ownership of stock of the Company, becomes the "beneficial
owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing more than 25% of
the total voting power represented by the Company's then outstanding
Voting Securities (as defined below), or
(b) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board and any new director
whose election by the Board or nomination for election by the Company's
shareholders was approved by a vote of at
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least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, or
(c) the shareholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or
consolidation which would result in the Voting Securities (i.e., any
securities of the entity which vote generally in the election of its
directors) of the Company outstanding immediately prior to the merger
or consolidation continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the
surviving entity) more than 65% of the total voting power represented
by the Voting Securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or
(d) the shareholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of its assets.
"Code" means the Internal Revenue Code of 1986, as amended.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
ARTICLE II. CHANGE IN CONTROL TERMINATION PAYMENT
SECTION 2.1 BENEFITS ON TERMINATION.
(a) Amount. Subject to the conditions, limitations and adjustments that
are provided for herein, the Company will provide to Employee the sum of the
amounts described below if, within the 24 month period following a Change in
Control, Employee's employment with the Company terminates pursuant to Section
2.3 of this Agreement:
(1) An amount equal to 300% of the Employee's annual base
compensation determined by reference to his base salary in
effect at the time of Change in Control.
(2) An amount equal to 300% of the highest annual bonus that
Employee would be eligible to receive during the fiscal year
ending during which the Change in Control occurs.
(3) For a period of 36 months, participation in medical, life,
disability and similar benefit plans that are offered to
similarly situated employees of the Company immediately prior
to the applicable Change in Control for the Eligible Employee
and his dependents. Such participation may be pursuant to the
continuation coverage rights of Eligible Employees pursuant to
Part 6 of Title I of ERISA ("COBRA") or the Company may
provide such benefits directly through the purchase of
insurance or otherwise. Notwithstanding the foregoing, the
period of participation in a self-funded medical plan pursuant
to this paragraph 3 shall not exceed the maximum period of
continuation coverage provided under COBRA. If benefits are
provided pursuant to COBRA continuation rights, the Company
shall pay a cash amount to the Eligible Employee at the time
of severance that is sufficient to cover all premiums required
for such COBRA coverage under the appropriate benefit plans.
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(4) For a period of 36 months, participation in general and
executive fringe benefits offered to similarly situated
executive employees immediately prior to the applicable Change
in Control, including, but not limited to, auto allowance,
financial planning, annual physical examination, and civic and
country club dues.
(b) Adjustments to the Amount of Benefit. Notwithstanding anything
herein to the contrary, the amounts due to Employee under Section 2.1(a) shall
be adjusted in accordance with Section 2.2 if any payment provided to Employee
is determined to be subject to the excise tax described in section 4999 of the
Code.
(c) Time for Payment; Interest. The cash Benefits payable made under
this Section 2.1 shall be paid to Employee in a single lump sum within ten days
following the date of termination. The Company's obligation to pay to Employee
any amounts under this Section 2.1 will bear interest at the lesser of (i) 10%
or (ii) the maximum rate allowed by law until paid by the Company, and all
accrued and unpaid interest will bear interest at the same rate, all of which
interest will be compounded annually.
(d) Troubled Institution Limitation. All Benefit payments hereunder are
subject to the limitations on golden parachute and indemnification payments set
forth in 12 U.S.C. Section 1823(k), the regulations promulgated thereunder, and
other law that prohibits payment of any portion of Benefits by the Company to
Employee by the Company. To the extent possible, this limitation shall be
applied by reducing only the portion of Benefits that exceed such legal
limitation.
2.2 BENEFIT ADJUSTMENTS.
(a) Gross Up Payment. Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by or on behalf of the Company to or for the benefit of Employee as
a result of a "change in control," as defined in section 280G of the Code,
whether paid or payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise, but determined without regard to any additional
payments required under this Section, (a "Payment") would be subject to the
excise tax imposed by section 4999 of the Code or any interest or penalties are
incurred by Employee with respect to such excise tax (such excise tax, together
with any such interest and penalties, are hereinafter collectively referred to
as the "Excise Tax"), then Employee shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by Employee
of all taxes (including any interest or penalties imposed with respect to such
taxes), including, without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up
Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Payments.
(b) Tax Opinion. Subject to the provisions of Section 2.2(c), all
determinations required to be made under this Section 2.2, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by a nationally recognized accounting firm or law firm selected by the Company
(the "Tax Firm"); provided, however, that the Tax Firm shall not determine that
no Excise Tax is payable by Employee unless it delivers to Employee a written
opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the
Excise Tax and the payments potentially subject thereto on or with Employee's
applicable federal income tax return will not result in the imposition of an
accuracy-related or other penalty on Employee. All fees and expenses of the Tax
Firm shall be borne solely by the Company. Within 15 business days of the
receipt of notice from Employee that there has been a Payment, or such earlier
time as is requested by the Company, the Tax Firm shall make all determinations
required under
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this Section, shall provide to the Company and Employee a written report setting
forth such determinations, together with detailed supporting calculations, and,
if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax
Opinion to Employee. Any Gross-Up Payment, as determined pursuant to this
Section, shall be paid by the Company to Employee within fifteen days of the
receipt of the Tax Firm's determination. Subject to the remainder of this
Section 2.2, any determination by the Tax Firm shall be binding upon the Company
and Employee; provided, however, that Employee shall only be bound to the extent
that the determinations of the Tax Firm hereunder, including the determinations
made in the Tax Opinion, are reasonable and reasonably supported by applicable
law. As a result of the uncertainty in the application of section 4999 of the
Code at the time of the initial determination by the Tax Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the Company
should have been made ("Underpayment"), consistent with the calculations
required to be made hereunder. In the event that it is ultimately determined in
accordance with the procedures set forth in Section 2.2(c) that Employee is
required to make a payment of any Excise Tax, the Tax Firm shall reasonably
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of
Employee. In determining the reasonableness of Tax Firm's determinations
hereunder, and the effect thereof, Employee shall be provided a reasonable
opportunity to review such determinations with Tax Firm and Employee's tax
counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be
deemed reasonable until Employee's reasonable objections and comments thereto
have been satisfactorily accommodated by Tax Firm.
(c) Notice of IRS Claim. Employee shall notify the Company in writing
of any claims by the Internal Revenue Service that, if successful, would require
the payment by the Company of the Gross-Up Payment. Such notification shall be
given as soon as practicable but no later than 30 calendar days after Employee
actually receives notice in writing of such claim and shall apprise the Company
of the nature of such claim and the date on which such claim is requested to be
paid; provided, however, that the failure of Employee to notify the Company of
such claim (or to provide any required information with respect thereto) shall
not affect any rights granted to Employee under this Section 2.2 except to the
extent that the Company is materially prejudiced in the defense of such claim as
a direct result of such failure. Employee shall not pay such claim prior to the
expiration of the 30-day period following the date on which he gives such notice
to the Company (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due). If the Company notifies Employee in
writing prior to the expiration of such period that it desires to contest such
claim, Employee shall do all of the following:
(1) give the Company any information reasonably requested by the
Company relating to such claim;
(2) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to
time, including, without limitation, accepting legal
representation with respect to such claim by an attorney
selected by the Company and reasonably acceptable to Employee;
(3) cooperate with the Company in good faith in order effectively
to contest such claim;
(4) if the Company elects not to assume and control the defense of
such claim, permit the Company to participate in any
proceedings relating to such claim;
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provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold Employee harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limiting the foregoing provisions of this
Section 2.2, the Company shall have the right, at its sole option, to assume the
defense of and control all proceedings in connection with such contest, in which
case it may pursue or forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim and
may either direct Employee to pay the tax claimed and xxx for a refund or
contest the claim in any permissible manner, and Employee agrees to prosecute
such contest to a determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts, as the Company
shall determine; provided, however, that if the Company directs Employee to pay
such claim and xxx for a refund, the Company shall advance the amount of such
payment to Employee, on an interest-free basis and shall indemnify and hold
Employee harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of Employee with respect to which such
contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's right to assume the defense of and control
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and Employee shall be entitled to settle or contest,
as the case may be, any other issue raised by the Internal Revenue Service or
any other taxing authority.
(d) Right to Tax Refund. If, after the receipt by Employee of an amount
advanced by the Company pursuant to Section 2.2 Employee becomes entitled to
receive any refund with respect to such claim, Employee shall (subject to the
Company's complying with the requirements of Section 2.2(c)) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by Employee of an
amount advanced by the Company pursuant to Section 2.2(c), a determination is
made that Employee is not entitled to a refund with respect to such claim and
the Company does not notify Employee in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,
then such advance shall, to the extent of such denial, be forgiven and shall not
be required to be repaid and the amount of forgiven advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.
2.3 TERMINATION OF EMPLOYMENT. Employee shall only be entitled to the
Benefits described in Section 2.1, as adjusted by Section 2.2, if Employee's
termination of employment is on account of termination by Company without cause
or termination by Employee with cause, which are described as follows:
(a) By Company Without Cause. Termination of employment by the Company
without cause shall occur if the Company provides oral or written notice to
Employee of involuntary termination that is not on account of just cause. For
this purpose, termination for "just cause" will only occur upon written notice
to Employee that employment is involuntarily terminated due to any of the
following:
(1) conviction of Employee for a crime involving fraud, dishonesty
or theft, or of any felony which, in the reasonable judgment
of the Board, materially affects Employee's ability to perform
his duties pursuant to this Agreement;
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(2) commission by Employee of an act of fraud, embezzlement, or
material dishonesty against the Company or its affiliates; or
(3) intentional neglect of or material inattention to Employee's
duties, which neglect or inattention remains uncorrected for
more than 30 days following written notice from the Board
detailing the Board's concern.
(b) By Employee With Cause. Termination of employment by Employee with
cause shall occur if Employee terminates employment for any of the following
reasons:
(1) A material adverse alteration in Employee's position,
responsibilities or status from that which was in effect
immediately prior to a Change in Control.
(2) A reduction in Employee's compensation as in effect
immediately prior to the Change in Control, or a substantial
reduction in the benefits provided to Employee prior to the
Change in Control.
(3) The material breach of the Company of any portion of its
employment policies and/or any employment agreement with
Employee.
Provided, however, that 180 days after Employee begins performing duties
pursuant to a position that was offered by the Company (or its successor)
following a Change in Control and that would have otherwise resulted in the
occurrence of the events described in this Section 2.3(b), the occurrence of the
events described in this Section 2.3(b) shall be determined by reference to the
position as it was accepted by Employee following the Change in Control.
ARTICLE III. ADMINISTRATION
SECTION 3.1. The provisions of this Agreement are intended to provide
severance benefits and protection to Employee. The Administrator has absolute
discretion to interpret the terms of this Agreement and to make all
determinations required in the administration hereof, including making
determinations about eligibility for and the amounts of Benefits. All decisions
of the Administrator are final, binding and conclusive on all parties.
SECTION 3.2. Benefits can only be denied or forfeited if Employee does
not satisfy the conditions for receiving payment that are described herein or if
the Company validly amends the Agreement as described in Section 4.4.
SECTION 3.3. If Employee's claim for Benefits is denied, the
Administrator will furnish written notice of denial to Employee within 90 days
of the date the claim is received, unless special circumstances require an
extension of time for processing the claim. This extension will not exceed 90
days, and Employee must receive written notice stating the grounds for the
extension and the length of the extension within the initial 90-day review
period. If the Administrator does not provide written notice, Employee may deem
the claim denied and seek review according to the appeals procedures set forth
below.
(a) Notice of Denial. The notice of denial to the Claimant shall state:
(1) The specific reasons for the denial.
(2) Specific references to pertinent provisions of the Agreement
on which the denial was based.
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(3) A description of any additional material or information needed
for Employee to perfect his claim and an explanation of why
the material or information is needed.
(4) A statement that Employee may request a review upon written
application to the Administrator, review pertinent documents,
and submit issues and comments in writing and that any appeal
that Employee wishes to make of the adverse determination must
be in writing to the Administrator within 60 days after
Employee receives notice of denial of benefits.
(5) The name and address of the Administrator to which Employee
may forward an appeal. The notice may state that failure to
appeal the action to the Administrator in writing within the
60-day period will render the determination final, binding and
conclusive.
(b) Appeals Procedure. If Employee appeals to the Administrator,
Employee or his authorized representative may submit in writing whatever issues
and comments he believes to be pertinent. The Administrator shall reexamine all
facts related to the appeal and make a final determination of whether the denial
of benefits is justified under the circumstances. The Administrator shall advise
Employee in writing of:
(1) The Administrator's decision on appeal.
(2) The specific reasons for the decision.
(3) The specific provisions of the Agreement on which the decision
is based.
Notice of the Administrator's decision shall be given within 60 days of the
Claimant's written request for review, unless additional time is required due to
special circumstances. In no event shall the Administrator render a decision on
an appeal later than 120 days after receiving a request for a review.
ARTICLE IV. GENERAL TERMS
SECTION 4.1 NOTICES. All notices and other communications hereunder
will be in writing or by written telecommunication, and will be deemed to have
been duly given if delivered personally or if sent by overnight courier or by
written telecommunication, to the relevant address set forth below, or to such
other address as the recipient of such notice or communication will have
specified to the other party hereto in accordance with this Section:
If to the Company to:
BancorpSouth, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Chief Executive Officer
If to Employee, to:
Xxxxx X. Xxxxxx
________________________
________________________
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SECTION 4.2 WITHHOLDING; NO OFFSET. All payments required to be made by
the Company under this Agreement to Employee will be subject to the withholding
of such amounts, if any, relating to federal, state and local taxes as may be
required by law. No payment under this Agreement will be subject to offset or
reduction attributable to any amount Employee may owe to the Company or any
other person, except as required by law.
SECTION 4.3 ENTIRE AGREEMENT; MODIFICATION. This Agreement and its
Attachments constitute the complete and entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements
between the parties. The parties have executed this Agreement based upon the
express terms and provisions set forth herein and have not relied on any
communications or representations, oral or written, which are not set forth in
this Agreement.
SECTION 4.4 AMENDMENT. This Agreement may not be modified by an
subsequent agreement unless the modifying agreement: (i) is in writing; (ii)
contains an express provision referencing this Agreement; (iii) is signed and
executed on behalf of the Company by an officer of the Company other than
Employee; and (iv) is signed by Employee.
SECTION 4.5 CHOICE OF LAW. This Agreement and the performance hereof
will be construed and governed in accordance with the laws of the State of
Mississippi, without regard to its choice of law principles, except to the
extent that federal law controls or preempts state law.
SECTION 4.6 SUCCESSORS AND ASSIGNS. The obligations, duties and
responsibilities of Employee under this Agreement are personal and shall not be
assignable. In the event of Employee's death or disability, this Agreement shall
be enforceable by Employee's estate, executors or legal representatives. The
obligations, duties and responsibilities of Company hereunder shall be binding
upon any successor of the Company (whether through a transaction described as a
Change in Control or otherwise).
SECTION 4.7 WAIVER OF PROVISIONS. Any waiver of any terms and
conditions hereof must be in writing and signed by the parties hereto. The
waiver of any of the terms and conditions of this Agreement shall not be
construed as a waiver of any subsequent breach of the same or any other terms
and conditions hereof.
SECTION 4.8 SEVERABILITY. The provisions of this Agreement and the
amount of Benefits payable hereunder shall be deemed severable, and if any
portion shall be held invalid, illegal or enforceable for any reason, the
remainder of this Agreement and/or Benefit payment shall be effective and
binding upon the parties.
SECTION 4.9 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which will be deemed an original, and all of which
together will constitute one and the same instrument.
SECTION 4.10 EFFECTIVE DATE. This Agreement shall be effective only
upon the closing of the merger between the Company and First United and Xxxxxx
becoming an employee of the Company. In the event that certain merger agreement
between the Company and First United (the "Merger Agreement") is terminated
pursuant to Article IX of the Merger Agreement or Xxxxxx does not become a
employee of the Company, this Agreement shall be void ab initio and of no
effect.
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ARTICLE V. ERISA RIGHTS AND INFORMATION
The parties acknowledge that the following information is provided to Employee
hereunder in connection with Employee's rights as a welfare plan participant
under ERISA. The terms "you" and "yours" refer to Employee.
As a participant in a welfare plan maintained by the Company, you are entitled
to certain rights and protections under ERISA. ERISA provides that all plan
participants shall be entitled to:
- Examine, without charge, at the Administrator's office and at other
specified locations, all plan documents, including insurance contracts,
and copies of all documents filed by the plan with the U.S. Department
of Labor, such as detailed annual reports and plan descriptions.
- Obtain copies of all plan documents and other plan information upon
written request to the Administrator. The Administrator may make a
reasonable charge for the copies.
- Receive a summary of the plan's annual financial report. The
Administrator is required by law to furnish each participant with a copy
of this summary annual report.
In addition to creating rights for plan participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit plan.
The people who operate your plan, called "fiduciaries" of the plan, have a duty
to do so prudently and in the interest of you and other plan participants and
beneficiaries. No one, including the Company or any other person, may fire you
or otherwise discriminate against you in any way to prevent you from obtaining a
benefit under this plan or from exercising your rights under ERISA.
If a claim for a Benefit is denied in whole or in part, you must receive a
written explanation of the reason for the denial. You have the right to have the
Administrator review and reconsider your claim.
Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the plan and do not receive them within
30 days, you may file suit in a federal court. In such a case, the court may
require the Administrator to provide the materials and pay you up to $110 a day
until you receive the materials, unless the materials were not sent because of
reasons beyond the control of the Administrator.
IF YOU HAVE A CLAIM FOR BENEFITS THAT IS DENIED OR IGNORED, IN WHOLE OR IN PART,
YOU MAY FILE SUIT IN A STATE OR FEDERAL COURT. IF IT SHOULD HAPPEN THAT PLAN
FIDUCIARIES MISUSE THE PLAN'S MONEY OR IF YOU ARE DISCRIMINATED AGAINST FOR
ASSERTING YOUR RIGHTS, YOU MAY SEEK ASSISTANCE FROM THE U.S. DEPARTMENT OF LABOR
OR YOU MAY FILE SUIT IN A FEDERAL COURT. THE COURT WILL DECIDE WHO SHOULD PAY
COURT COSTS AND FEES. IF YOU LOSE, THE COURT MAY ORDER YOU TO PAY THESE COSTS
AND FEES, FOR EXAMPLE, IF IT FINDS YOUR CLAIM IS FRIVOLOUS.
If you have any questions about your plan, you should contact the Administrator.
If you have any questions about this statement or about your rights under ERISA,
you should contact the nearest office of the Pension and Welfare Benefits
Administration, U.S. Department of Labor, listed in your telephone directory or
the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits
Administration, U.S. Department of Labor, 000 Xxxxxxxxxxxx Xxxxxx X.X.,
Xxxxxxxxxx, X.X. 00000.
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SUMMARY OF ERISA INFORMATION
Name of Plan: BancorpSouth, Inc. Change in Control Plan
Name and Address of the Company:
BancorpSouth, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Who Pays for the Plan: The cost of the plan is paid entirely by the Company.
The Company's Employer Identification No.: 00-0000000
Plan Number: 520
Plan Year: January 1 to December 31
Plan Administrator, Name, Address and Telephone No.:
Administrator of the BancorpSouth, Inc. Change in Control Plan
c/o Xxxxx Xxxxxxx
BancorpSouth, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
(000) 000-0000
Agent for Service of Legal Process on the Plan: Chief Executive Officer or
Administrator.
Benefits are paid out of the general assets of the Company. The Company may, in
its discretion establish a "grantor trust" to fund the payment of Benefits.
Otherwise, this plan does not give you any rights to any particular assets of
the Company. Cash amounts paid under a severance plan are generally considered
taxable income to the recipient.
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IN WITNESS WHEREOF, Company and Employee have caused this Agreement to
be executed on the day and year indicated below to be effective immediately
after the closing of the Merger Agreement between the Company and First United.
EMPLOYEE:
/s/ Xxxxx X. Xxxxxx April 16, 2000
------------------------------------- --------------------------------
XXXXX X. XXXXXX Date
COMPANY:
BANCORPSOUTH, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx April 16, 2000
------------------------------------- --------------------------------
Date
Its: Chairman and Chief Executive Officer
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