TRUSTMARK CORPORATION FORM OF RESTRICTED STOCK AGREEMENT Granted «grant date»
EXHIBIT
10-b
TRUSTMARK
CORPORATION
FORM
OF
Granted
«grant
date»
This
Restricted Stock Agreement is entered on «grant
date»
pursuant
to the 2005 Stock and Incentive Compensation Plan (the “Plan”) of Trustmark
Corporation (the “Company”) and evidences the grant of Restricted Stock (as
defined in the Plan), and the terms, conditions and restrictions pertaining
thereto, to «name»
(the
“Associate”).
WHEREAS,
the Company maintains the Plan under which the Committee (as defined in the
Plan) may, among other things, award shares of the Company’s common stock
(“Stock”) to such key associates of the Company and its Subsidiaries as the
Committee may determine, subject to terms, conditions and restrictions as it
may
deem appropriate; and
WHEREAS,
pursuant to the Plan, the Committee has granted to the Associate a restricted
stock award conditioned upon the execution by the Company and the Associate
of a
Restricted Stock Agreement setting forth all the terms and conditions applicable
to such award;
NOW
THEREFORE, in consideration of the benefits which the Company expects to be
derived from the services rendered to it and its Subsidiaries by the Associate
and of the covenants contained herein, the parties hereby agree as
follows:
1. Award
of Shares.
Under
the terms of the Plan, on «Committee
meeting date»,
the
Committee awarded to the Associate a restricted stock award (the “Award”)
effective on «grant
date»
(“Award
Date”), covering «shares»
shares
of the Company’s Stock (the “Award Shares”) subject to the terms, conditions,
and restrictions set forth in this Agreement.
2. Period
of Restriction and Vesting in the Award Shares.
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(a)
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Subject
to earlier vesting or forfeiture as provided below, the period of
restriction (the “Period of Restriction”) applicable to the Award Shares
is the period from the Award Date through «end
of restriction period»,
with vesting in the Award Shares being determined by the Company’s return
on average equity (“ROAE”) and total shareholder return (“TSR”) ranking
for the «number»
calendar quarters beginning «beginning
of measurement period»
and ending «end
of measurement period»
(the “Performance Period”) compared to the ROAE and TSR for the Peer Group
(see Attachment A) as follows, where vesting in the Award Shares is
equal to the number of the Award Shares multiplied by the sum of
the
vesting percentage in (A) and the vesting percentage in (B) below:
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(A)
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(B)
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ROAE
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ROAE
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TSR
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TSR
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Ranking
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Vesting
Percentage
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Ranking
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Vesting
Percentage
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«rank»
Percentile
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100%
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+
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«rank»
Percentile
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100%
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«rank»
Percentile
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75%
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+
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«rank»
Percentile
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75%
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«rank»
Percentile
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50%
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+
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«rank»
Percentile
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50%
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«rank»
Percentile
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25%
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+
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«rank»
Percentile
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25%
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Less
than «rank»
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0%
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+
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Less
than «rank»
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0%
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If
the Company’s ranking is above the «rank»
percentile but less than the «rank»
percentile, then the vesting percentage shall be determined by straight
line interpolation (rounded, where not otherwise resulting in a whole
or
half percent, to the next lowest whole or half percent) where the
ranking
falls between identified percentile tiers (for example, if the ranking
is
in the «rank»
percentile, then the vesting percentage is «%»).
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If
the aggregate vesting exceeds 100%, the Award Shares shall all be
vested
and Excess Shares shall be granted as provided in Paragraph
11.
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Except
as contemplated in Paragraph 2(b), the Award Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution,
during
the Period of Restriction. Except as otherwise provided pursuant
to
Paragraph 2(b), the vested portion of the Award Shares as determined
pursuant to Paragraph 2(a) shall become freely transferable by the
Associate as of the last day of the Period of Restriction, and any
unvested balance of the Award Shares at that time shall be forfeited.
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All
determinations regarding vesting and entitlement to the Award Shares
under
this Paragraph 2(a) shall be made and certified to in writing by
the
Committee during the first 2-1/2 months following the end of the
Performance Period.
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(b)
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Subject
to earlier forfeiture as provided below, in the event a Vesting
Acceleration Event occurs while the Associate is an employee of the
Company or one of its Subsidiaries and after the first calendar quarter
in, but prior to the last day of, the Performance Period, then the
ROAE
and the TSR of the Company and the Peer Group shall be determined
for all
calendar quarters in the Performance Period ending on or prior to
the date
of the such first Vesting Acceleration Event and the vesting provisions
set forth in Paragraph 2(a) shall be applied to a time-weighted portion
of
the Award Shares (determined by multiplying the number of Award Shares
by
a fraction, the numerator of which is the number of complete calendar
months from beginning of the Performance Period to and including
the
Vesting Acceleration Event and the denominator of which is the number
of
months in the Performance Period) based on such ROAE and the TSR.
In such
event, the Period of Restriction shall end, the restrictions applicable
to
the Award Shares shall automatically terminate, and the Award Shares
shall
be free of restrictions and freely transferable, all to the extent
of the
vested Award Shares as so determined. In such event, the balance
of the
Award Shares which are not vested shall be immediately forfeited,
and no
Excess Shares (as otherwise provided for in Paragraph 11) shall be
granted. All determinations regarding vesting and entitlement to
the Award
Shares under this Paragraph 2(b) shall be made and certified to in
writing
by the Committee during the period beginning on the date of the Vesting
Acceleration Event and ending 2-1/2 months following the end of the
calendar quarter in which the Vesting Acceleration Event
occurs.
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(c)
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The
following terms have the following meanings for purposes
hereof:
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(i)
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“Cause”
means that the Associate has (A) committed an act of personal
dishonesty, embezzlement or fraud, (B) has misused alcohol or drugs,
(C) failed to pay any obligation owed to the Company or any
affiliate, (D) breached a fiduciary duty or deliberately disregarded
any rule of the Company or any affiliate, (E) has committed an act of
willful misconduct, or the intentional failure to perform stated
duties,
(F) has willfully violated any law, rule or regulation (other than
misdemeanors, traffic violations or similar offenses) or any final
cease-and-desist order, (G) has disclosed without authorization any
confidential information of the Company or any affiliate, (H) or has
engaged in any conduct constituting unfair competition, or (I) has
induced any customer of the Company or any affiliate to breach a
contract
with the Company or any affiliate.
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(ii)
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“Peer
Group” means the financial institutions listed on Attachment A
hereto; provided that subject to any restrictions and limitations
under
Section 162(m) of the Code, any listed financial institution shall
be
eliminated if it is acquired or otherwise changes its structure or
business such that it is no longer reasonably comparable to the Company
(as determined by the Committee), and in the case of any such elimination,
the Committee may replace the eliminated financial institution with
another financial institution which it considers reasonably comparable
to
the Company.
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(iii)
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“ROAE”
means the cumulative net earnings after taxes for the calendar quarters
in
each calendar year in a specified period of time divided by average
shareholder’s equity (defined as the difference between the total assets
and total liabilities, averaged for the calendar quarters in each
calendar
year in the specified period), all as determined in accordance with
generally accepted accounting principles and as reported in the company’s
financial statements provided to shareholders and converted to an
annual
rate by dividing by the number of years and partial years (expressed
in
quarters) in the specified period.
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(iv)
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“TSR”
means the return a holder of common stock earns over a specified
period of
time, expressed as a percentage and including changes in market value
of,
and dividends or other distributions with respect to, the stock and
converted to an annual rate by dividing the calculated percentage
for the
specified period by the number of years and partial years (expressed
in
quarters) in the specified period. TSR return shall be determined
as the
sum of (A) the market share price at the end of the specified period
reduced by the market share price at the beginning of the specified
period
and (B) dividends or other distributions with respect to a share paid
during the specified period and with such dividends and other
distributions deemed reinvested in Stock and (C) with such sum being
divided by the market share price at the beginning of the specified
period. Market share price shall be the closing sale price of such
stock
for the specified day (or the last preceding day thereto for which
reported) as reported by Bloomberg L.P. or any affiliate thereof
or such
other authoritative source as the Committee may determine. TSR, including
the value of reinvested dividends and other distributions, shall
be
determined on the basis of the appropriate total shareholder return
model
of Bloomberg L.P. or any affiliate thereof or such other authoritative
source as the Committee may
determine.
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(v)
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“Vesting
Acceleration Event” means the Associate’s death, the Associate’s
retirement at or after age sixty-five (65) where there is no Cause
(as
defined herein) for the Company to terminate the Associate's
employment, the termination of the Associate’s employment with the
Company or its Subsidiaries by the Company other than for Cause (as
defined herein), the occurrence of a Change in Control (as defined
in the
Plan), or
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(A)
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if the Associate does not have an Employment Agreement, the Associate’s becoming disabled (as defined for purposes of Section 22(e)(3) of the |
| Internal Revenue Code), or | |
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(B)
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if the Associate has an Employment Agreement, the Associate’s becoming disabled (as defined in his or her Employment Agreement or, if not so |
| defined, as defined for purposes of Section 22(e)(3) of the Internal Revenue Code), or the Associate’s termination of employment with the Company or | |
| its Subsidiaries at his or her own initiative for “Good Reason” (as defined in his or her Employment Agreement, but only if defined therein). | |
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For
purposes of determining a Vesting Acceleration Event, an “Employment
Agreement” means a written individual employment agreement, or if there is
no employment agreement, then a written individual change in control
agreement, as in effect on the Award Date between the Associate and
the
Company or one of its Subsidiaries. If an Associate does not have
such a
written individual employment agreement or change in control agreement,
the Associate is considered not to have an Employment Agreement for
purposes hereof.
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3. Stock
Certificates.
The
stock certificate(s) for the Award Shares shall be registered on the Company’s
stock transfer books in the name of the Associate. Physical possession of the
stock certificate(s) shall be retained by the Company until such time as the
restrictions hereunder lapse. The Associate shall provide a duly executed stock
power in blank to the Company. The certificate(s) evidencing the Award shall
bear the following legend:
The
sale
or other transfer of the Shares of Stock represented by this certificate,
whether voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer set forth in the Trustmark Corporation 2005 Stock
and
Incentive Compensation Plan, in the rules and administrative procedures adopted
pursuant to such Plan, and in an Agreement dated «grant
date».
A copy
of the Plan, such rules and procedures, and such Restricted Stock Agreement
may
be obtained from the Secretary of Trustmark Corporation.
4. Voting
Rights.
During
the Period of Restriction, the Associate may exercise full voting rights with
respect to the Award Shares.
5. Dividends
and Other Distributions.
During
the Period of Restriction, all dividends and other distributions paid with
respect to the Award Shares (whether in cash, property or shares of the
Company’s Stock) shall be registered in the name of the Associate and deposited
with the Company as provided in Paragraph 3. Such dividends and other
distributions shall be subject to the same restrictions on transferability
and
vesting as the Award Shares with respect to which they were paid and shall,
to
the extent vested, be paid when and to the extent the underlying Award Shares
are vested and freed of restrictions.
6. Termination
of Employment.
If the
Associate’s employment with the Company or its Subsidiaries ceases prior to the
end of the Performance Period and Paragraph 2(b) does not apply or has not
applied, then any Award Shares subject to restrictions at the date of such
cessation of employment shall be automatically forfeited to the Company. For
purposes of this Agreement, transfer of employment among the Company and its
Subsidiaries shall not be considered a termination or interruption of
employment.
7. Withholding
Taxes.
The
Company, or any of its Subsidiaries, shall have the right to retain and withhold
the amount of taxes required by any government to be withheld or otherwise
deducted and paid with respect to the Award Shares. The Committee may require
the Associate or any successor in interest to pay or reimburse the Company,
or
any of its Subsidiaries, for any such taxes required to be withheld by the
Company, or any of its Subsidiaries, and to withhold any distribution in whole
or in part until the Company, or any of its Subsidiaries, is so paid or
reimbursed. In lieu thereof, the Company, or any of its Subsidiaries, shall
have
the right to withhold from any other cash amounts due to or to become due from
the Company, or any of its Subsidiaries, to or with respect to the Associate
an
amount equal to such taxes required to be withheld by the Company, or any of
its
Subsidiaries, to pay or reimburse the Company, or any of its Subsidiaries,
for
any such taxes or to retain and withhold a number of shares of the Company’s
Stock having a market value not less than the amount of such taxes and cancel
any such shares so withheld in order to pay or reimburse the Company, or any
of
its Subsidiaries, for any such taxes. The Associate or any successor in interest
is authorized to deliver shares of the Company’s Stock in satisfaction of
minimum statutorily required tax withholding obligations (whether or not such
shares have been held for more than six months and including shares acquired
pursuant to this Award if the restrictions thereon have lapsed).
8. Administration
of Plan.
The
Plan is administered by a Committee appointed by the Company’s Board of
Directors. The Committee has the authority to construe and interpret the Plan,
to make rules of general application relating to the Plan, to amend outstanding
awards pursuant to the Plan, and to require of any person receiving an award,
at
the time of such receipt or lapse of restrictions, the execution of any paper
or
the making of any representation or the giving of any commitment that the
Committee shall, in its discretion, deem necessary or advisable by reason of
the
securities laws of the United States or any State, or the execution of any
paper
or the payment of any sum of money in respect of taxes or the undertaking to
pay
or have paid any such sum that the Committee shall in its discretion, deem
necessary by reason of the Internal Revenue Code or any rule or regulation
thereunder, or by reason of the tax laws of any State.
9. Plan
and Prospectus.
This
Award is granted pursuant to the Plan and is subject to the terms thereof
(including all applicable vesting, forfeiture, settlement and other provisions).
A copy of the Plan, as well as a prospectus for the Plan, has been provided
to
the Associate; and the Associate acknowledges receipt thereof.
10. Notices.
Any
notice to the Company required under or relating to this Agreement shall be
in
writing and addressed to:
| Trustmark Corporation | Mailing Address |
| 000 X. Xxxxxxx Xxxxxx | X.X. Xxx 000 |
| Xxxxxxx, XX 00000 | Xxxxxxx, XX 00000 |
| Attention: Secretary |
Any
notice to the Associate required under or relating to this Agreement shall
be in
writing and addressed to the Associate at his or her address as it appears
on
the records of the Company.
11. Terms
and Conditions Applicable to Excess Shares Where Vesting in the Award Shares
Exceeds 100%.
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(a)
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Since
vesting in the Award Shares pursuant to Paragraph 2(a) equals the
number
of Award Shares multiplied by the sum of the applicable ROAE vesting
percentage and the applicable TSR vesting percentage, the aggregate
vesting pursuant to Paragraph 2(a) could exceed 100%. In that event,
additional Restricted Stock (“Excess Shares”) shall be granted to the
Associate within the first 2-1/2 months following the end of the
Performance Period in a number equal to the excess of the aggregate
vesting pursuant to Paragraph 2(a) over 100% multiplied by the number
of
Award Shares granted on the Award Date (as adjusted by the Committee
pursuant to Section 4.4 of the Plan to reflect such events as stock
dividends, stock splits, recapitalizations, mergers, consolidations
or
reorganizations of or by the Company). No Excess Shares shall be
granted
in connection with vesting pursuant to Paragraph
2(b).
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(b)
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The
Excess Shares, if any, shall be subject to the following terms and
conditions:
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(i)
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Voting
rights shall be provided from the date of grant of the Excess
Shares.
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(ii)
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Dividends
and other distributions with respect to the Excess Shares after the
date
of grant thereof shall be deposited with the Company and shall be
paid, to
the extent vested, when and to the extent the underlying Excess Shares
are
vested and freed of restrictions. No dividends and other distributions
shall be accumulated for periods before the date of grant of the
Excess
Shares.
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(iii)
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Subject
to earlier vesting or forfeiture as provided below, if the Associate
remains continuously employed by the Company or one of its Subsidiaries
from the beginning of the Performance Period through «Excess
Share vesting period»
(the “Excess Share Regular Vesting Date”), then the Excess Shares shall be
vested and shall become freely transferable by the Associate as of
the
last day of the Excess Share Regular Vesting
Date.
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(iv)
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Notwithstanding
Paragraph 11(b)(iii) above but subject to earlier forfeiture as provided
below, in the event a Vesting Acceleration Event occurs while the
Associate is employed by the Company or one of its Subsidiaries and
on or
after the last day of the Performance Period but prior to the Excess
Share
Regular Vesting Date, then the Excess Shares shall be vested and
shall
become freely transferable by the Associate as of the date the Vesting
Acceleration Event occurs.
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(v)
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If
the Associate’s employment with the Company or its Subsidiaries ceases
prior to the Excess Share Regular Vesting Date and the Vesting
Acceleration Event vesting in Paragraph 11(b)(iv) above does not
apply,
then the Excess Shares still subject to restrictions at the date
of such
cessation of employment shall be automatically forfeited to the Company.
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12. Construction.
This
Agreement shall be administered, interpreted and construed in accordance with
the applicable provisions of the Plan and in accordance with both the Award
Shares and the Excess Shares being a Performance-Based Compensation Award (as
defined in the Plan) and “performance-based compensation” within the meaning of
Section 162(m)(4)(C) of the Code.
To
evidence their agreement to the terms, conditions and restrictions hereof,
the
Company and the Associate have signed this Agreement as of the date first
above
written.
COMPANY:
TRUSTMARK
CORPORATION
By:
Its:
ASSOCIATE:
By:
«name»
Attachment
A
Listing
of Peer Group
«list
of
peer financial institutions»
