TRUSTMARK CORPORATION FORM OF TIME-BASED RESTRICTED STOCK AGREEMENT
EXHIBIT
10-q
TRUSTMARK
CORPORATION
FORM
OF
Granted
«grant date»
This
Time-Based Restricted Stock
Agreement (“Agreement”) is entered into 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
Company, upon recommendation by the Committee and approval by the Company’s
Board of Directors, has granted to the Associate a restricted stock award
conditioned upon the execution by the Company and the Associate of a Time-Based
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, the Company, upon recommendation by the Committee
and
approval by the Company’s Board of Directors on «grant date»,
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)
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 «expiration
date», with vesting
in the Award Shares
being «vesting
schedule», if the
Associate’s employment with the Company or its Subsidiaries continues for
the «vesting
period».
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(b)
Except
as contemplated in
Paragraph 2(c), 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 «vesting period». Except
as otherwise
provided pursuant to Paragraph 2(c), the Award Shares as determined
pursuant to Paragraph 2(a) shall become freely transferable by
the
Associate as of the last day of the «vesting period».
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(c)
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
«vesting
period», then vesting
in the Award Shares shall be provided for 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 Period of Restriction (counting the calendar
month
containing the Award Date as a complete calendar month) to and
including
the Vesting Acceleration Event, and the denominator of which is
the number
of whole or partial calendar months in the Period of
Restriction). 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.
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(d)
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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“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
a
Time-Based Restricted Stock Agreement dated «grant date». A
copy of the Plan, such
rules and procedures, and such Time-Based Restricted Stock Agreement may
be
obtained from the Secretary of Trustmark Corporation.
4.
Voting
Rights. During
the «vesting
period», the Associate may
exercise full voting rights with respect to the Award Shares.
5.
Dividends
and Other Distributions. During the «vesting
period», 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
«vesting period»
and
Paragraph 2(c) 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 the 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 | |
| ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ▇.▇. ▇▇▇ ▇▇▇ | |
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ▇▇▇▇▇▇▇ , ▇▇ ▇▇▇▇▇ | |
| 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.
Construction. This
Agreement shall be
administered, interpreted and construed in accordance with the applicable
provisions of the Plan.
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»