TRUSTMARK CORPORATION CASH-SETTLED PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTCash-Settled Performance-Based Restricted Stock Unit Agreement • February 26th, 2009 • Trustmark Corp • National commercial banks • Mississippi
This Cash-Settled Performance-Based Restricted Stock Unit Agreement (“Agreement”) is entered into as of January 27, 2009, in connection with an equity based compensation commitment in the Employment Agreement described below, by Trustmark Corporation (the “Company”) and Richard G. Hickson (the “Associate”). This Agreement evidences the grant, and the terms, conditions and restrictions pertaining thereto, of restricted stock units (generally referred to as “Units”, “Award Units” and/or “Excess Units”) where one Unit has the value of one share of the common stock of the Company (“Stock” or “Shares”). This Agreement and the award of Units are not made pursuant to the Company’s 2005 Stock and Incentive Compensation Plan (the “2005 Plan”); however, certain definitions in and other operative provisions of the 2005 Plan are incorporated by reference from the 2005 Plan and made applicable for purposes of this Agreement.
