Common use of Limitation of Payments Clause in Contracts

Limitation of Payments. Notwithstanding anything in this Agreement to the contrary, if Executive is a “disqualified individual” (as defined in section 280G(c) of the Code) and the payments provided for in this Agreement, together with any other payments or vesting of equity awards which Executive has the right to receive on account of a “change in control” (defined for this purpose in section 280G of the Code) would in the aggregate result in a “parachute payment” (as defined in section 280G(b)(2) of the Code) to Executive, the total amount of all such change in control payments shall be reduced by BancorpSouth so that the aggregate payments to Executive do not constitute such a parachute payment; provided, however, that such reduction shall not occur if such the net payment to Employee after considering the effect of any applicable excise tax under section 4999 of the Code is greater than the amount that Executive would receive after application of the reduction described in this Section. If Executive’s payments or benefits are delivered to a lesser extent in accordance with this Section, then Executive’s aggregate benefits shall be reduced in the following order (i) cash severance pay that is exempt from section 409A, (ii) any other cash severance pay, (iv) continued health care benefits, (iii) any restricted stock, (iv) any equity awards other than restricted stock and stock options, and (v) stock options. Unless BancorpSouth and Executive otherwise agree in writing, any determination required under this Section shall be made by an independent advisor designated by the Company and reasonably acceptable to Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section, the Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of sections 280G and 4999 of the Code; provided that Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Advisor such information and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that the Independent Advisor may incur in connection with any calculations contemplated by this Section.

Limitation of Payments. Notwithstanding anything In the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee's employment (whether pursuant to the terms of this Agreement to or any other plan, arrangement or agreement with the contraryCompany or the Bank, if Executive is any person whose actions result in a “disqualified individual” Change in Control or any person affiliated with the Company or the Bank or such person) (as defined in section 280G(c) of the Code) and collectively with the payments provided for and benefits hereunder, “Total Payments”) would not be deductible (in this Agreement, together with any other payments whole or vesting part) as a result of equity awards which Executive has the right to receive on account of a “change in control” (defined for this purpose in section Section 280G of the CodeCode by the Company, the Bank, an affiliate or other person making such payment or providing such benefit, the payments and benefits hereunder shall be reduced until no portion of the Total Payments is not deductible, or the payments and benefits hereunder are reduced to zero. For purposes of this limitation (i) would no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment under subsection (a) shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the aggregate result in opinion of tax counsel selected by the Employee and acceptable to the Company’s independent auditors, is not likely to constitute a “parachute payment” (as defined in section within the meaning of Section 280G(b)(2) of the Code; (iii) to Executive, the total amount of all such change in control payments and benefits hereunder shall be reduced by BancorpSouth only to the extent necessary so that that, in the aggregate payments opinion of the tax counsel referred to Executive do not in clause (ii), the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety are likely to constitute such a parachute payment; provided, however, that such reduction shall not occur if such reasonable compensation for services actually rendered within the net payment to Employee after considering the effect meaning of any applicable excise tax under section 4999 Section 280G(b)(4) of the Code is greater than or are otherwise not likely to be subject to disallowance as deductions; and (iv) the amount that Executive would receive after application value of any non‑cash benefit or any deferred payment or benefit included in the reduction described in this Section. If ExecutiveTotal Payments shall be determined by the Company’s payments or benefits are delivered to a lesser extent independent auditors in accordance with this Section, then Executive’s aggregate benefits shall be reduced in the following order (iprinciples of Sections 280G(d)(3) cash severance pay that is exempt from section 409A, (ii) any other cash severance pay, (iv) continued health care benefits, (iii) any restricted stock, (iv) any equity awards other than restricted stock and stock options, and (v4) stock options. Unless BancorpSouth and Executive otherwise agree in writing, any determination required under this Section shall be made by an independent advisor designated by the Company and reasonably acceptable to Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section, the Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of sections 280G and 4999 of the Code; provided that Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Advisor such information and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that the Independent Advisor may incur in connection with any calculations contemplated by this Section.

Limitation of Payments. Notwithstanding anything in (a) In the event that Employee shall become entitled to the amounts and/or benefits provided by Section 10(b)(iii) or any other amounts (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions results in a change of ownership covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of a Change in Control or other change in ownership as defined in Section 280G of the Code (collectively the "Company Payments"), and such Company Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed) the Company shall pay to Employee at the time specified in subsection (d) below an additional amount (the "Gross-up Payment') such that the net amount retained by Employee, after deduction of any Excise Tax on the Company Payments and any federal, state, and local income or payroll tax upon the Gross-up Payment provided for by this paragraph (a), but before deduction for any federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments. Notwithstanding the foregoing provisions of this Section 16 to the contrary, if Executive it shall be determined that Employee is entitled to a “disqualified individual” (as defined in section 280G(c) Gross-up Payment, but the Company Payments do not exceed 110% of the Codegreatest amount (the "Reduced Amount") that could be paid to Employee such that the receipt of Company Payments would not give rise to any Excise Tax, then no Gross-up Payment shall be made to Employee and the payments provided for in this AgreementCompany Payments, together with any other payments or vesting of equity awards which Executive has the right to receive on account of a “change in control” (defined for this purpose in section 280G of the Code) would in the aggregate result in a “parachute payment” (as defined in section 280G(b)(2) of the Code) to Executive, the total amount of all such change in control payments shall be reduced by BancorpSouth so that to the aggregate payments to Executive do not constitute such a parachute payment; provided, however, that such reduction shall not occur if such the net payment to Employee after considering the effect of any applicable excise tax under section 4999 of the Code is greater than the amount that Executive would receive after application of the reduction described in this Section. If Executive’s payments or benefits are delivered to a lesser extent in accordance with this Section, then Executive’s aggregate benefits shall be reduced in the following order (i) cash severance pay that is exempt from section 409A, (ii) any other cash severance pay, (iv) continued health care benefits, (iii) any restricted stock, (iv) any equity awards other than restricted stock and stock options, and (v) stock options. Unless BancorpSouth and Executive otherwise agree in writing, any determination required under this Section shall be made by an independent advisor designated by the Company and reasonably acceptable to Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section, the Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of sections 280G and 4999 of the Code; provided that Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Advisor such information and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that the Independent Advisor may incur in connection with any calculations contemplated by this SectionReduced Amount.

Limitation of Payments. Notwithstanding anything In the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee’s employment (whether pursuant to the terms of this Agreement to or any other plan, arrangement or agreement with the contraryCompany, if Executive is the Bank, a “disqualified individual” (as defined in section 280G(c) successor or an affiliate of the CodeCompany or a successor) and (collectively with the payments provided for and benefits hereunder, “Total Payments”) would not be deductible (in this Agreement, together with any other payments whole or vesting part) as a result of equity awards which Executive has the right to receive on account of a “change in control” (defined for this purpose in section Section 280G of the Code, by the Company, the Bank, an affiliate or other person making such payment or providing such benefit, the payments and benefits hereunder shall be reduced until no portion of the Total Payments is not deductible, or the payments and benefits hereunder are reduced to zero. Any such reduction shall be made by the Employer in its sole discretion consistent with the requirements of Section 409A of the Code. For purposes of this limitation (i) would no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment under subsection (a) shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the aggregate result in opinion of a national accounting or benefits consulting firm selected by the Employer, and is not likely to constitute a “parachute payment” (as defined in within the meaning of section 280G(b)(2) of the Code; (iii) to Executive, the total amount of all such change in control payments and benefits hereunder shall be reduced by BancorpSouth only to the extent necessary so that that, in the aggregate payments opinion of a national accounting or benefits consulting firm referred to Executive do not in clause (ii), the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety are likely to constitute such a parachute payment; provided, however, that such reduction shall not occur if such reasonable compensation for services actually rendered within the net payment to Employee after considering the effect meaning of any applicable excise tax under section 4999 280G(b)(4) of the Code is greater than or are otherwise not likely to be subject to disallowance as deductions; and (iv) the amount that Executive would receive after application value of any non-cash benefit or any deferred payment or benefit included in the reduction described in this Section. If ExecutiveTotal Payments shall be determined by the Company’s payments or benefits are delivered to a lesser extent independent auditors in accordance with this Section, then Executive’s aggregate benefits shall be reduced in the following order (iprinciples of sections 280G(d)(3) cash severance pay that is exempt from section 409A, (ii) any other cash severance pay, (iv) continued health care benefits, (iii) any restricted stock, (iv) any equity awards other than restricted stock and stock options, and (v4) stock options. Unless BancorpSouth and Executive otherwise agree in writing, any determination required under this Section shall be made by an independent advisor designated by the Company and reasonably acceptable to Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section, the Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of sections 280G and 4999 of the Code; provided that Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Advisor such information and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that the Independent Advisor may incur in connection with any calculations contemplated by this Section.

Limitation of Payments. Notwithstanding anything In the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee’s employment (whether pursuant to the terms of this Agreement to or any other plan, arrangement or agreement with the contraryCompany or the Bank, if Executive is any person whose actions result in a “disqualified individual” Change in Control or any person affiliated with the Company or the Bank or such person) (as defined in section 280G(c) of the Code) and collectively with the payments provided for and benefits hereunder, “Total Payments”) would not be deductible (in this Agreement, together with any other payments whole or vesting part) as a result of equity awards which Executive has the right to receive on account of a “change in control” (defined for this purpose in section 280G of the CodeCode by the Company, the Bank, an affiliate or other person making such payment or providing such benefit, the payments and benefits hereunder shall be reduced until no portion of the Total Payments is not deductible, or the payments and benefits hereunder are reduced to zero. For purposes of this limitation (i) would no portion of the Total Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment under subsection (a) shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the aggregate result in opinion of tax counsel selected by the Employee and acceptable to the Company’s independent auditors, is not likely to constitute a “parachute payment” (as defined in within the meaning of section 280G(b)(2) of the Code) to Executive, the total amount of all such change in control payments shall be reduced by BancorpSouth so that the aggregate payments to Executive do not constitute such a parachute payment; provided, however, that such reduction shall not occur if such the net payment to Employee after considering the effect of any applicable excise tax under section 4999 of the Code is greater than the amount that Executive would receive after application of the reduction described in this Section. If Executive’s payments or benefits are delivered to a lesser extent in accordance with this Section, then Executive’s aggregate benefits shall be reduced in the following order (i) cash severance pay that is exempt from section 409A, (ii) any other cash severance pay, (iv) continued health care benefits, (iii) any restricted stockthe payments and benefits hereunder shall be reduced only to the extent necessary so that, in the opinion of the tax counsel referred to in clause (ii), the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety are likely to constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code or are otherwise not likely to be subject to disallowance as deductions; and (iv) the value of any equity awards other than restricted stock and stock options, non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company’s independent auditors in accordance with the principles of sections 280G(d)(3) and (v4) stock options. Unless BancorpSouth and Executive otherwise agree in writing, any determination required under this Section shall be made by an independent advisor designated by the Company and reasonably acceptable to Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section, the Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of sections 280G and 4999 of the Code; provided that Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Advisor such information and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that the Independent Advisor may incur in connection with any calculations contemplated by this Section.

Limitation of Payments. Notwithstanding anything (i) If any payment received or to be received by the Executive in this Agreement to the contrary, if Executive is a “disqualified individual” (as defined connection with an event described in section 280G(cSection 280G(2)(A)(i) of the Code) and Code (whether payable pursuant to the payments provided for in terms of this AgreementAgreement or any other plan, arrangement or agreement with the Employers (or their affiliates), (together with the Special Severance Payment, the "Total Payments")) would not be deductible by the Employers (or any other payments or vesting predecessor Employers of equity awards which Executive has the right to receive on account Executive) in full as a result of a “change in control” (defined for this purpose in section Section 280G of the Code, the Special Severance Payment or other payments or both shall be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code, or the Special Severance Payment is reduced to zero, whichever occurs first. (ii) would In the event a dispute develops between the Employers and the Executive as to the manner of calculating the amount of the Special Severance Payment payable to the Executive pursuant to this provision, the Special Severance Payment shall be calculated by the Employers' independent certified public accountants and if desired by the Employers, outside legal counsel, whose determination shall be binding on the parties hereto. Except as provided in Section 6(f) (iii), the Employers shall have no liability for inaccurate calculation of the benefits payable to the Executive pursuant to this Section 6 so long as such calculation is made in good faith. (iii) As a result of the possible uncertainty in the aggregate application of Section 280(G) of the Code at the time of the initial determination of any amount payable hereunder or as a result of the uncertainties of this Agreement as they may be affected by other compensation plans, programs, or agreements of the Employers, it is possible that payments made under this Agreement will have been made by the Employers which should not have been made (an "Overpayment") or that additional payments could have been made which were not made (an "Underpayment"). In the event that a payment or other benefit is due to the Executive under this Agreement or any other plan, program or agreement of the Employers and such payment or benefit results in an Overpayment, as determined by the Employers' independent certified public accountants or outside legal counsel, such Overpayment shall be treated for all purposes as a “parachute payment” (as defined loan to the Executive which he shall repay to the Employers, together with interest at the applicable federal rate provided for in section 280G(b)(2Section 7872(f)(2) of the Code) to Executive. In the event that the Employers, based on the total amount assertion of all a deficiency by the Internal Revenue Service against the Employers or the Executive which the Employers' certified public accountants or outside legal counsel believe has a high probability of success, determines that an Overpayment has been made, such change in control payments Overpayment shall be reduced by BancorpSouth so that treated as a loan to the aggregate payments Executive which he shall repay to Executive do not constitute such a parachute paymentthe Employers, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Executive to the Employers if and to the extent that such reduction shall payment would not occur if such reduce both the net payment amount which is subject to Employee after considering the effect of any applicable excise tax taxation under section Section 4999 of the Code is greater than the amount that Executive would receive after application of the reduction described in this Section. If Executive’s payments or benefits are delivered to a lesser extent in accordance with this Section, then Executive’s aggregate benefits shall be reduced in the following order (i) cash severance pay that is exempt from section 409A, (ii) any other cash severance pay, (iv) continued health care benefits, (iii) any restricted stock, (iv) any equity awards other than restricted stock and stock options, and (v) stock options. Unless BancorpSouth and Executive otherwise agree in writing, any determination required under this Section shall be made by an independent advisor designated by the Company and reasonably acceptable to Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required deduction denied under this Section, the Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of sections Section 280G and 4999 of the Code; provided . In the event that Independent Advisor the Employers' independent certified public accountants or outside legal counsel determine that an Underpayment has occurred, such Underpayment shall assume that Executive pays all taxes be paid promptly by the Employers to or for the benefit of the Executive, together with interest at the highest marginal rate. The Company and Executive shall furnish to Independent Advisor such information and documents as Independent Advisor may reasonably request applicable federal rate provided for in order to make a determination under this Section. The Company shall bear all costs that Section 7872(f)(2) of the Independent Advisor may incur in connection with any calculations contemplated by this SectionCode.