EXHIBIT 10-c
TRUSTMARK CORPORATION
FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTOR
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Granted <>
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This Non-Qualified Stock Option Agreement is entered into pursuant to the 2005
Stock and Incentive Compensation Plan (the "Plan") of Trustmark Corporation (the
"Company") and evidences the grant of a Non-Qualified Stock Option (as defined
in the Plan), and the terms, conditions and restrictions pertaining thereto, to
<> (the "Director"). This Agreement also describes the terms and
conditions of the Option.
WHEREAS, the Company maintains the Plan under which the Committee (as defined in
the Plan) may, among other things, award Non-Qualified Stock Options to purchase
shares of the Company's common stock ("Stock") to such members of the Board of
Directors of the Company or any of 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 Director a
Non-Qualified Stock Option award conditioned upon the execution by the Company
and the Director of a Non-Qualified Stock Option 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/or its Subsidiaries by the Director
and of the covenants contained herein, the parties hereby agree as follows:
1. Grant of Option. The Committee hereby grants to the Director a
Non-Qualified Stock Option on <> (the "Award Date") to purchase
all or any part of a total of <> shares of Stock at a price of
$<> per share, subject to the terms, conditions, and restrictions
set forth in this Agreement.
2. Term.
(a) Normal Term. The term of the Option is 7 years, through <> (the "normal term"), provided, however, that the Option may be
terminated earlier as provided below.
(b) Early Termination in connection with Cessation of Service. In the
event of a cessation of the Director's service as a member of the
Board of Directors of the Company or any of its Subsidiaries for any
reason, the Option, to the extent exercisable at such date of
cessation of service, will remain outstanding for the lesser of 1 year
or the balance of its normal term and shall then terminate at the end
of such shorter period.
3. Payment of Exercise Price. The exercise price will be payable in full upon
exercise of the Option, and such purchase price may be paid either in cash,
or in shares of Stock which either have been held for more than six months
or were not acquired in a compensatory transaction with an award date after
June 30, 2000 (which shares shall be valued for such purpose at the average
of the high and low sales price of such Stock as reported by the NASDAQ
Stock Market on XXXXXX.xxx for the date of exercise), or in a combination
of cash and such Stock. The exercise may also be effected by a cashless
exercise as permitted by the Committee and applicable law.
4. Transferability. The Option may not be transferred by the Director except
by will or by the laws of descent and distribution or by a transfer, in
whole or in part, without consideration by gift to a family member of the
Director. For purposes hereof, "family member" means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Director's household (other than a
tenant or employee) or a trust in which these persons have more than fifty
percent of the beneficial interest. No transfer of the Option in whole or
in part by gift to a family member shall be effective until the Corporation
receives written notice of such transfer in a form acceptable to it. The
attached Transfer by Gift to Family Member form may be used to effect such
a transfer by gift and the delivery of a completed copy of such form to the
Corporation shall constitute notice to the Corporation.
5. Exercise and Forfeiture.
(a) Exercisability. The Option is first exercisable, in whole or in part,
from and after the applicable time provided below:
(i) Options with respect to the shares awarded under this
Agreement shall be first exercisable (determined in the
aggregate) as follows determined at any time by reference to
the anniversary of the Award Date to which the Director
continuously serves as a member of the Board of Directors of
the Company or any of its Subsidiaries from the Award Date:
Anniversary of Percent of the Award
the Award Date Shares which Are Exercisable
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(ii) Notwithstanding the foregoing conditions in (i) above:
(A) Change in Control. If a Change in Control (as defined
in the Plan) occurs after the Award Date and before the
termination or forfeiture of the Option and if the
Director has continuously served as a member of the
Board of Directors of the Company or any of its
Subsidiaries from the Award Date through the occurrence
of the Change in Control, the Option may first be
exercised, in whole or in part, on the date such Change
in Control occurs.
(B) Mandatory Retirement. In the event of the cessation of
the Director's service as a member of the Board of
Directors of the Company or any of its Subsidiaries due
to his or her mandatory retirement at or after age 65
and if the Director has continuously served as a member
of the Board of Directors of the Company or any of its
Subsidiaries from the Award Date through the occurrence
of such retirement, the Option shall be exercisable in
full as of the date of such retirement.
(b) By Whom Exercisable. During the Director's lifetime, only the Director
may exercise the Option or, where the Option has been transferred to a
family member or trust (as defined in Paragraph 4), the family member
or trust. To the extent the Option has not been transferred to a
family member, if the Director dies prior to the expiration date of
the Option without having exercised the Option as to all of the shares
covered thereby for which rights have not been transferred, the Option
may be exercised, to the extent of the shares with respect to which
the Option could have been exercised by the Director immediately prior
to his or her death, by the estate or a person who acquired the right
to exercise the Option (or untransferred portion thereof) by bequest
or inheritance or by reason of the death of the Director. To the
extent the Option has been transferred to a family member and the
transferee family member dies prior to the expiration date of the
Option without having exercised the Option as to all of the shares
covered thereby, the Option may be exercised, to the extent of the
shares with respect to which the Option could have been exercised by
the family member immediately prior to his or her death, by the estate
or a person who acquired the right to exercise the Option by bequest
or inheritance or by reason of the death of the transferee family
member.
(c) Exercise. The Option shall be exercised by delivery on any business
day to the Company of a Notice of Exercise in the form attached to
this Stock Option Agreement accompanied by payment as provided in
Paragraph 3 and payment in full, to the extent required by Paragraph
10, of the amount of any income tax the Company is required to
withhold as a result of such exercise.
(d) Forfeiture. The Option shall be immediately forfeited to the extent it
is not exercisable at the time the Director's service as a member of
the Board of Directors of the Company or any of its Subsidiaries first
ceases after the Award Date. For purposes of this Agreement, transfer
of Board of Director membership among the Company and its Subsidiaries
shall not be considered a termination or interruption of service.
6. Compliance with Securities Laws. The Company covenants that it will attempt
to maintain an effective registration statement with the Securities and
Exchange Commission covering the shares of Stock of the Company which are
the subject of this Agreement at all times during which the Option
evidenced hereby is exercisable; provided, however, that the Option
evidenced hereby shall not be exercisable for stock at any time if its
exercise would cause the Company to be in violation of any applicable
provisions of the federal or state securities law.
7. 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 options, and to require if any
person exercising the Option, at the time of such exercise, 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.
8. Capital Adjustments. The number of shares of Stock covered by the Option,
and the option price thereof, will be subject to an appropriate and
equitable adjustment, as determined by the Committee, to reflect any stock
dividend, stock split or share combination, and will be subject to such
adjustment as the Committee may deem appropriate to reflect any exchange of
shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like, of or by the Company.
9. Rights as a Shareholder. The Director, or a transferee of the Option, shall
have no rights as a shareholder with respect to any shares subject to the
Option until the date of the exercise of the Option for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash, securities or other property) or distributions or other rights for
which the record date is prior to the date of such exercise, except as
provided in Paragraph 8 hereof.
10. 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 Director 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 Director 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 Director
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 to be acquired as a result of the
exercise of the Option).
11. Prohibition Against Pledge, Attachment, etc. Except as otherwise provided
herein, the Option evidenced hereby, and the rights and privileges
conferred hereby, shall not be transferred, assigned, pledged or
hypothecated in any way and shall not be subject to execution, attachment
or similar process.
12. Not to be Treated as Incentive Stock Option. This Option is not intended to
be an incentive stock option within the meaning of Internal Revenue Code
Section 422(b).
13. 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 Director; and the
Director acknowledges receipt thereof.
To evidence their agreement to the terms and conditions of the Option, the
Company and the Director have signed this Stock Option Agreement as of the date
first above written.
COMPANY:
TRUSTMARK CORPORATION
By:
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Its:
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DIRECTOR:
By:
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TRUSTMARK CORPORATION
EXERCISE FORM
Participant Name Home Address
(please print)
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RC # Social Sec #
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Office Location Brokerage Acct Number Office Tel #
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NOTICE OF EXERCISE:
I hereby irrevocably exercise my following vested Options to purchase the shares
of Trustmark Corporation (the "Company") common stock ("Stock"), as described
below and granted to me under the Trustmark Corporation 2005 Stock and Incentive
Compensation Plan.
Date of Grant (1) Exercise price per share (2) Number of shares exercised Total exercise price $[(1)x(2)]
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Select one of the following methods for payment of exercise price as computed
above:
[ ] Cash I am enclosing $_________________ which represents full
payment of the exercise price computed above.
[ ] Common Stock I am enclosing _________ shares of Stock, which
represent full payment of the exercise price computed
above.
[ ] Cash by My Broker/Dealer, _______________________________, is
Broker-Dealer enclosing $_________________ on my behalf which
represents full payment of the exercise price computed
above.
[ ] Combination I am delivering __________shares of Stock with a total
market value of $__________________, as well as a check
in the amount of $______________, representing the
difference between the total exercise price.
Select one of the following methods for payment of withholding taxes and fees
generated by the exercise of the Option. (Note: Please contact Xxxxx Xxxxx,
Chief Accounting Officer, at 000-000-0000 to determine the applicability and
amount of withholding taxes.)
[ ] Cash I am remitting payment to the Company for the full
amount due for withholding taxes.
[ ] Common Stock I am remitting Stock for the full amount due for
withholding taxes.
[ ] Cash by My Broker/Dealer, ________________ , is enclosing
Broker-Dealer $_________________ acquired from the sale of whole
shares of Common Stock to pay required withholding
taxes, brokerage commission and processing fees.
[ ] Not Applicable This transaction is [ ] an ISO exercise or [ ]
is an exercise not subject to withholding (e.g., by
a non-employee director).
I am not in possession of any material, nonpublic information concerning the
Company which if made public would affect the market for Stock. I have read and
agree to the terms specified in this exercise form, including those specified on
the following pages.
I hereby request the certificate evidencing all of the shares of Common Stock to
which I am entitled pursuant to this Option exercise be registered in my name
and delivered to______________________________ at_____________________________.
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Signature Date
TRANSFER BY GIFT TO FAMILY MEMBER OR TRUST
I, __________________________________________________ (name), hereby transfer
without consideration by gift to the following named family member or trust all
of my right, title and interest with respect to (check one and complete) [ ] all
or [ ] ___________________ (enter number of shares) shares of the common stock
of Trustmark Corporation granted to me pursuant to that certain Non-Qualified
Stock Option Agreement dated <> (the "Option Agreement") awarded
under the Trustmark Corporation 2005 Stock and Incentive Compensation Plan (the
"Plan"),
Name, Address and Social Security Number
(or Employer Identification Number)
of Family Member or Trust Transferee:
Name -
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Address -
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SSN or EIN -
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I certify that the transferee is a "family member" or "family trust" as
described in the aforesaid Option Agreement by reason of the following
relationship to me:
________________________________________________________________________________
________________________________________________________________________________
I agree to provide Trustmark Corporation with such other documents and
representations as it deems appropriate, pursuant to the Option and the Plan.
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(Date) (Signature)
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<>
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(Social Security Number)