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EXHIBIT 10.3
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STOCK BONUS AGREEMENT
THIS STOCK BONUS AGREEMENT ("Agreement") is entered into on this 16th
day of April, 2000, by and between BANCORPSOUTH, INC. (the "Company") and XXXXX
X. XXXXXX ("Xxxxxx"), pursuant to the approval of the Agreement by the Company's
board of directors (the "Board") on April 16, 2000.
RECITALS:
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
as of April 16, 2000 (the "Merger Agreement"), between the Company and First
United Bancshares, Inc. ("First United"), First United will be merged with and
into the Company (the "Merger");
WHEREAS, Xxxxxx is currently the Chief Executive Officer of First
United;
WHEREAS, First United and Xxxxxx have previously entered into an
Executive Severance Agreement, dated July 27, 1998 (the "Severance Agreement");
WHEREAS, the Company desires to retain the full-time, dedicated
services of Xxxxxx after the Merger as Chief Operating Officer of the Company,
or other assigned positions, and to be assured of its right to his services in
said capacity;
WHEREAS, Xxxxxx desires to provide services as Chief Operating Officer
of the Company, or in such other senior officer positions as may be assigned by
the Board;
WHEREAS, in order to provide a performance incentive, the Board took
action on the date hereof to grant shares of the Company's common stock ("Common
Stock") to Xxxxxx that are restricted and subject to a substantial risk of
forfeiture which lapses upon the attainment of certain performance conditions;
WHEREAS, Xxxxxx has agreed to waive and release his rights under the
Severance Agreement effective upon the execution of this Agreement, and in
consideration of the Company entering into this Agreement and the Merger
Agreement, the Company and Xxxxxx acknowledge that the Severance Agreement shall
be and is hereby terminated and shall (except as provided in Section 4 hereof)
be void and without effect; and
WHEREAS, the Company desires for this arrangement to be approved by the
shareholders of the Company at a meeting following the execution of this
Agreement, and desires that the Common Stock awarded to Xxxxxx hereunder be
treated as performance based compensation as described in Section 162(m) of the
Internal Revenue Code of 1986 (the "Code");
NOW, THEREFORE, in consideration of the premises set forth herein and
other mutual agreements and good and valuable consideration hereinafter set
forth, the Company and Xxxxxx hereby agree to the following:
1. Services to be Provided by Xxxxxx. Upon and following the Closing,
Xxxxxx shall perform as Chief Operating Officer of the Company, or in any other
senior officer capacity assigned by the Board, pursuant to his employment
arrangement with the Company and agrees to devote substantially all his time to
performing the responsibilities of such position, or other assignments, to
perform such other reasonable services and duties as may from time to time be
assigned to him by the Board and to grant the Company his undivided loyalty as
long as he continues to be employed by the Company.
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2. Effective Date and Term. (a) This Agreement shall be effective on
April 16, 2000 (the "Effective Date"); provided, however, that Xxxxxx'x
employment hereunder shall not commence or be effective until the Closing, and
in the event that the Merger Agreement is terminated by either party pursuant to
Article IX of the Merger Agreement, this Agreement shall be void ab initio,
cancelled and of no effect.
(b) Except as otherwise provided herein, the term of this Agreement
shall be from the Effective Date until the date ("Expiration Date") five years
after the date of the Closing (the "Closing Date"). This Agreement is not an
employment contract. The existence of this Agreement shall not affect in any way
the Company's right to discharge Xxxxxx.
3. Bonus Compensation; Stock Ownership. Upon, and only upon,
consummation, if any, of the Merger Agreement at the Effective Time as defined
therein (the "Closing") and only upon such Closing, the Company shall award to
Xxxxxx, immediately after the Closing, 100,000 shares of Common Stock (the
"Shares"), in consideration for the performance of services to the Company,
provided that such shares shall be subject to the restrictions and risks of
forfeiture described herein. Upon issuance, such Shares shall be held by the
Company or by an escrow agent, which may be any entity that is acceptable to the
Company and Xxxxxx (any of such entities shall be referred to herein as the
"Escrow Agent"); provided that any agreement between the Company and the Escrow
Agent shall be consistent with the terms of this Agreement and shall not impose
any restrictions or risks of forfeiture that are not set forth herein. The
Company shall transfer to the Escrow Agent Shares that are either authorized but
unissued shares held in the treasury of the Company or repurchased on the open
market or in privately negotiated transactions. From and after the date that
Shares are held for Xxxxxx'x benefit by the Escrow Agent, Xxxxxx shall have no
right to transfer the Shares or any other right to the Shares, except that
Xxxxxx shall be entitled to receive notices of all meetings of shareholders of
the Company and to vote the Shares at such meetings and to receive dividends
paid with respect thereto. However, Xxxxxx shall have full, nonforfeitable
rights in such Shares issued to him under this Agreement upon the earlier of (i)
the Expiration Date or (ii) the termination of this Agreement pursuant to
Section 7(b).
(a) The Shares held by the Escrow Agent shall become
nonforfeitable and shall be released to Xxxxxx each year on the
anniversary of the Closing Date at the rate of one-fifth of the Shares
granted pursuant to this agreement; provided that the Company achieves
either a 0.9% Return on Average Assets or a 12.825% Return on Average
Equity for the prior fiscal year of the Company. If such performance
incentives are not achieved for a fiscal year, the Shares that would
have been released shall be held by the Escrow Agent and continue to be
held by the Escrow Agent until the earlier of (i) the Expiration Date
or (ii) this Agreement terminates pursuant to Section 7.
(b) In the event this Agreement is terminated by the Company
pursuant to Section 7(a)(i) hereof prior to the fifth anniversary of
the Closing Date or if Xxxxxx voluntarily terminates his employment
with the Company other than as provided in Section 7(b) hereof, Xxxxxx
shall retain full ownership of the Shares that have been released to
him by the Escrow Agent, but shall forfeit all rights, title and
interests in and to any Shares still held by the Escrow Agent, which
Shares shall be delivered to the Company to be held in treasury or to
be canceled (as shall be determined by the Board).
(c) In the event this Agreement is terminated pursuant to
Section 7(b) hereof prior to the fifth anniversary of the Closing Date,
Xxxxxx shall be entitled to receive all Shares held by the Escrow Agent
as of such termination date and shall be entitled to retain full
ownership of all such Shares.
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4. Termination of Severance Agreement. Xxxxxx hereby agrees that this
Agreement supersedes and replaces the Severance Agreement, and that the
Severance Agreement is hereby terminated and is void and without effect. Xxxxxx
hereby waives, relinquishes, discharges and releases all rights to any payments
or other benefits he now has or may ever have under the Severance Agreement or
any other bonus payments, performance reward payments, severance payments,
change of control payments or similar payments to which he may otherwise be or
become entitled arising out of his employment relationship with First United
(collectively, "First United Agreements"). Further, Xxxxxx releases the Company,
BancorpSouth Bank, First United, all their subsidiaries and affiliated entities
and their respective successors and assigns and affiliates, from any and all
claims, actions or liabilities related to, or arising from, the Severance
Agreement or First United Agreements. Provided, however, in the event this
Agreement is voided ab initio pursuant to Section 2(a) above, then the Severance
Agreement, First United Agreements and all of Xxxxxx'x rights and obligations
thereunder shall be reinstated ab initio as if this Agreement never arose.
5. Covenants of Xxxxxx. Xxxxxx covenants that, as of the date of this
Agreement, he is not in violation of any agreement, covenant, court order,
consent decree, statute or other binding commitment of his to do, or refrain
from doing, any act, and that by entering into this Agreement he will not
thereby violate any such agreement, covenant, court order, consent decree,
statute or other binding commitment. Xxxxxx represents and acknowledges that
Xxxxxx represents and acknowledges that, as of the Effective Date, he has
received no payments whatsoever, in any form whatsoever, pursuant to the
Severance Agreement or other severance or change in control payments from First
United or any of its affiliates, as of the Effective Date, he has received no
payments whatsoever, in any form whatsoever, pursuant to the Severance Payments
or thereunder.
6. Noncompetition. Xxxxxx agrees not to compete with the Company as
follows:
(a) Noncompetition. Xxxxxx agrees that, upon termination of
this Agreement for any cause whatsoever other than a "change in
control," as defined in Section 7(c) hereof, of the Company, he will
not directly or indirectly, as principal, agent, employee or in any
other capacity, during the Noncompetition Period (as hereinafter
defined), enter into or engage in the same business now being carried
on by First United or of any majority-owned subsidiary, trade or
business of First United (each a "Subsidiary" whether or not
incorporated) or as may be carried on by First United or a Subsidiary
from the date hereof to the date of Xxxxxx'x termination, within a
fifty (50) mile radius extending in all directions from any office or
location where First United or a Subsidiary is actively engaged in a
business immediately prior to the Closing Date.
(b) Respect for employee relationships. Xxxxxx agrees that
upon termination of this Agreement, he will not, without the prior
written consent of the Company, directly or indirectly, as principal,
agent, employee or in any other capacity, during the Noncompetition
Period, hire, entice away or in any other manner persuade any employee
of the Company (including any employee of a subsidiary) to discontinue
his relationship with the Company or subsidiary.
(c) Return of documents. Xxxxxx agrees that, upon termination
of this Agreement for any cause whatsoever, he shall deliver to the
Company all correspondence, agreements, contracts, books of account,
records, files, research, manuals or other documents, and all copies
thereof, relating to, concerning or arising out of the business and
operations of the Company and/or any Subsidiary or affiliate of the
Company.
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(d) Reasonable nature of restrictions. Xxxxxx represents and
admits that, in the event of the termination of his employment for any
reason whatsoever, his experience and capabilities are such that he can
obtain employment in business not in competition with the Company as
herein limited, and that enforcement of a remedy by way of injunction
will not prevent him from earning a livelihood. Xxxxxx further
represents and admits that the period of two years following
termination of his employment with the Company, during which time he
may not compete with the Company, as herein limited, nor disturb the
relationship between the Company and/or a subsidiary and its customers,
clients and/or employees, is reasonably necessary to protect the
interests of the Company and/or a subsidiary and would not unfairly or
unreasonably restrict Xxxxxx.
(e) Noncompetition Period. The period beginning upon the date
of Closing and ending on the fifth anniversary of this Agreement.
(f) Survival of Noncompetition Provision. The promises,
covenants and terms of this Section 6 shall survive the termination of
this Agreement.
7. Termination and Severance. It is the contemplation of the parties
hereto that this Agreement shall not be terminated prior to the expiration of
the term set forth in Section 2 hereof.
(a) Termination by the Company. Notwithstanding the foregoing,
the Company shall have the immediate right to terminate this Agreement
upon the happening of any of the following events:
(i) an act by Xxxxxx, in the good faith judgment of
the Board, of dishonesty, embezzlement or fraud against the
Company and/or a subsidiary; Xxxxxx'x conviction of a
misdemeanor involving dishonesty or breach of trust; Xxxxxx'x
conviction of a felony; or the issuance of any order for
Xxxxxx'x removal as an employee of the Company or a subsidiary
by any state or federal regulatory agency or court of
competent jurisdiction; or
(ii) the death of Xxxxxx or the mental or physical
illness, disability or incapacity of Xxxxxx which, in the
reasonable and good faith judgment of the Board, prevents
Xxxxxx from performing his duties hereunder and the
continuance of such illness, disability or incapacity for a
period of 90 days.
(b) Termination by Xxxxxx. Notwithstanding the foregoing,
Xxxxxx shall have the immediate right to terminate this Agreement and
become fully vested in the Shares held by the Escrow Agent in the event
there is a change in control of the Company, as defined in (c) below.
(c) Change in Control. Change in control of an entity shall be
deemed to have occurred if:
(i) any "person" as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the entity or a
corporation controlling the entity or owned directly or
indirectly by the stockholders of the entity in substantially
the same proportions as their ownership of stock of such
entity, becomes the "beneficial owner" (as defined in Rule
13d-3 under said Act), directly or indirectly, of securities
of such
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entity representing more than 25% of the total voting power
represented by such entity's then outstanding Voting
Securities (as defined below), or
(ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the
Board of such entity and any new director whose election by
the Board or nomination for election by such entity's
stockholders was approved by a vote of at 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
(iii) the stockholders of such entity approve a
merger or consolidation of such entity with any other
corporation, other than a merger or consolidation which would
result in the Voting Securities of such entity 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 such entity or such surviving entity outstanding
immediately after such merger or consolidation, or the
stockholders of such entity approve a plan of complete
liquidation of such entity or an agreement for the sale or
disposition by such entity of all or substantially all of its
assets.
For purposes of this section "Voting Securities" of an entity shall
mean any securities of the entity which vote generally in the election
of its directors.
8. Merger. Upon a merger or consolidation in which the Company is not
the surviving entity, this Agreement shall continue unless terminated by Xxxxxx
pursuant to Section 7(b), and the surviving corporation shall substitute shares
of its common shares having a then value equivalent to the then value of the
Shares.
9. Election. Xxxxxx may desire to make an election under Section 83(b)
of the Code regarding the timing and amount of compensation income to be
recognized by him on account of his receipt of Common Stock. The making of such
an election shall be wholly within the discretion of Xxxxxx and it shall be the
sole responsibility of Xxxxxx to see that such election, if desired, is properly
made and timely filed. If Xxxxxx makes such an election, he shall inform the
Company in writing immediately thereafter.
10. Withholding. Whenever Xxxxxx shall recognize compensation income as
a result of the receipt of Common Stock, he shall remit to the Company the
minimum amount of federal and state income and employment tax withholding which
a subsidiary or the Company is required to remit to the Internal Revenue Service
or applicable state department of revenue in accordance with the then current
provisions of the Code or applicable state law ("Withholding Tax"). The full
amount of the Withholding Tax shall be remitted simultaneously with the filing
of an election described in Section 9 or upon the occurrence of any other event
under this Agreement which results in the recognition of income by Xxxxxx. The
Withholding Tax may be paid, in the discretion of Xxxxxx, by (i) cash, (ii) a
certified check or (iii) delivery of shares of Common Stock with a fair market
value equal to the amount of the Withholding Tax.
11. Nonassignment. No party hereto may assign any rights hereunder. Any
such purported delegation or assignment shall be void.
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12. Severability. It is the intention of the Company and Xxxxxx that
the provisions of this Agreement shall be enforced to the fullest extent
permissible under the laws of the State of Mississippi, but that the
unenforceability (or the modification to conform with such laws or public
policies) of any provisions hereof shall not render unenforceable or impair the
remainder of this Agreement. Accordingly, if any provision of this Agreement
shall be determined to be invalid or unenforceable, either in whole or in part,
this Agreement shall be deemed amended to delete or modify, as necessary, the
offending provisions and to alter the balance of this Agreement in order to
render the same valid and enforceable to the fullest extent permissible as
aforesaid.
13. Certain Additional Payments.
(a) 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
Xxxxxx as a result of a change in control (as defined in Section 280G
of the Internal Revenue Code of 1986 (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 13 (a "Payment")) would be subject
to the excise tax imposed by Section 4999 of the Code, or any interest
or penalties are incurred by Xxxxxx 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 Xxxxxx
shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by Xxxxxx 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, Xxxxxx retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
(b) Subject to the provisions of Section 13(c), all
determinations required to be made under this Section 13, 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
selected by the Company (the "Accounting Firm"); provided, however,
that the Accounting Firm shall not determine that no Excise Tax is
payable by Xxxxxx unless it delivers to Xxxxxx a written opinion (the
"Accounting Opinion") that failure to pay the Excise Tax and to report
the Excise Tax and the payments potentially subject thereto on or with
Xxxxxx'x applicable federal income tax return will not result in the
imposition of an accuracy-related or other penalty on Xxxxxx. All fees
and expenses of the Accounting Firm shall be borne solely by the
Company. Within 15 business days of the receipt of notice from Xxxxxx
that there has been a Payment, or such earlier time as is requested by
the Company, the Accounting Firm shall make all determinations required
under this Section 13, shall provide to the Company and Xxxxxx a
written report setting forth such determinations, together with
detailed supporting calculations, and, if the Accounting Firm
determines that no Excise Tax is payable, shall deliver the Accounting
Opinion to Xxxxxx. Any Xxxxx-Up Payment, as determined pursuant to this
Section 13, shall be paid by the Company to Xxxxxx within fifteen days
of the receipt of the Accounting Firm's determination. Subject to the
remainder of this Section 13, any determination by the Accounting Firm
shall be binding upon the Company and Xxxxxx; provided, however, that
Xxxxxx shall only be bound to the extent that the determinations of the
Accounting Firm hereunder, including the determinations made in the
Accounting Opinion, are reasonable and reasonably supported by
applicable law. As a result of the
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uncertainty in the application of Section 4999 of the Code at the time
of the initial determination by the Accounting 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 13(c) that Xxxxxx is required to make a payment of any Excise
Tax, the Accounting 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 Xxxxxx. In
determining the reasonableness of Accounting Firm's determinations
hereunder, and the effect thereof, Xxxxxx shall be provided a
reasonable opportunity to review such determinations with the
Accounting Firm and Xxxxxx'x tax counsel. The Accounting Firm's
determinations hereunder, and the Accounting Opinion, shall not be
deemed reasonable until Xxxxxx'x reasonable objections and comments
thereto have been satisfactorily accommodated by Accounting Firm.
(c) Xxxxxx 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 Xxxxxx 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 Xxxxxx to notify the Company of such claim (or to provide
any required information with respect thereto) shall not affect any
rights granted to Xxxxxx under this Section 13 except to the extent
that the Company is materially prejudiced in the defense of such claim
as a direct result of such failure. Xxxxxx 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 Xxxxxx in writing prior to the
expiration of such period that it desires to contest such claim, Xxxxxx
shall:
I. give the Company any information reasonably requested
by the Company relating to such claim;
II. 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 Xxxxxx;
III. cooperate with the Company in good faith in order
effectively to contest such claim; and
IV. 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;
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
Xxxxxx 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 13, 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
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administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may either direct Xxxxxx
to pay the tax claimed and xxx for a refund or contest the claim in any
permissible manner, and Xxxxxx 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 Xxxxxx to pay
such claim and xxx for a refund, the Company shall advance the amount
of such payment to Xxxxxx, on an interest-free basis and shall
indemnify and hold Xxxxxx 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 Xxxxxx 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
Xxxxxx 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) If, after the receipt by Xxxxxx of an amount advanced by
the Company pursuant to Section 13, Xxxxxx becomes entitled to receive
any refund with respect to such claim, Xxxxxx shall (subject to the
Company's complying with the requirements of Section 13(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 Xxxxxx of an amount advanced by the Company
pursuant to Section 13(c), a determination is made that Xxxxxx is not
entitled to a refund with respect to such claim and the Company does
not notify Xxxxxx 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.
14. Miscellaneous. (a) The existence of this Agreement shall not affect
in any way the right or power of the Company to make or authorize any
adjustment, reclassification, reorganization or other change in its capital or
business structure, any merger or consolidation of the Company, any issue or
debt or equity securities having preferences or priorities as to the Common
Stock or the rights thereof, the dissolution or liquidation of the Company, any
sale or transfer of all or any part of its business or assets, or any other
corporate act or proceeding.
(b) This Agreement may only be amended or modified in writing
as agreed upon by all the parties hereto.
(c) All notices or other communications pursuant to this
Agreement shall be in writing and shall be deemed to have been duly
given, if by hand delivery, upon receipt thereof, or if mailed by
certified or registered mail, postage prepaid, three days following
deposit in the United States mail, and in any event, to be addressed to
all of the parties as follows:
to the Company, at
BancorpSouth, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxx 00000
Attn: Chief Executive Officer
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to Xxxxxx, at
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or to such other address as shall hereafter be provided by proper notice to the
other parties.
(d) The captions and headings herein are for convenience of
reference only and shall not be deemed to be a part of the substance of
this Agreement.
(e) This Agreement shall be construed and interpreted
according to the laws of the State of Mississippi, without regard to
the principles of conflicts of laws thereof.
(f) The foregoing contains the entire and only agreement
between the parties respecting the subject matter hereof, and any
representation, promise or condition in connection therewith not
incorporated herein shall not be binding upon either party.
(g) The foregoing agreement shall be binding upon the parties
hereto and there respective heirs, successors and assigns.
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IN WITNESS WHEREOF, the parties have executed this Agreement
the day and year first above written.
BANCORPSOUTH, INC.
By:/s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Its: Chairman and Chief Executive Officer
/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
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