EXHIBIT 10-b
TRUSTMARK CORPORATION
FORM OF
RESTRICTED STOCK AGREEMENT
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Granted <>
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This Restricted Stock Agreement is entered on <> 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
<> (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 Committee has granted to the Associate a
restricted stock award conditioned upon the execution by the Company and the
Associate of a 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 Committee has awarded to
the Associate a restricted stock award (the "Award") on <>
("Award Date"), covering <> 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.
(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 <>, with vesting in the Award Shares being determined by the
Company's return on average equity ("ROAE") and total shareholder
return ("TSR") ranking for the <> calendar quarters beginning
<> and ending <> (the "Performance Period") compared to the ROAE and TSR for
the Peer Group (see Attachment A) as follows, where vesting in the
Award Shares is equal to the number of the Award Shares multiplied by
the sum of the vesting percentage in (A) and the vesting percentage in
(B) below:
(A) (B)
ROAE ROAE TSR TSR
Ranking Vesting Percentage Ranking Vesting Percentage
------- ------------------ ------- ------------------
<> Percentile 100% + <> Percentile 100%
<> Percentile 75% + <> Percentile 75%
<> Percentile 50% + <> Percentile 50%
<> Percentile 25% + <> Percentile 25%
Less than <> 0% + Less than <> 0%
If the Company's ranking is above the <> percentile but less
than the <> percentile, then the vesting percentage shall be
determined by straight line interpolation (rounded, where not
otherwise resulting in a whole or half percent, to the next lowest
whole or half percent) where the ranking falls between identified
percentile tiers (for example, if the ranking is in the <>
percentile, then the vesting percentage is <<%>>).
If the aggregate vesting exceeds 100%, the Award Shares shall all be
vested and Excess Shares shall be granted as provided in Paragraph 11.
Except as contemplated in Paragraph 2(b), 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 Period of Restriction. Except as otherwise
provided pursuant to Paragraph 2(b), the vested portion of the Award
Shares as determined pursuant to Paragraph 2(a) shall become freely
transferable by the Associate as of the last day of the Period of
Restriction, and any unvested balance of the Award Shares at that time
shall be forfeited.
All determinations regarding vesting and entitlement to the Award
Shares under this Paragraph 2(a) shall be made and certified to in
writing by the Committee during the first 2-1/2 months following the
end of the Performance Period.
(b) 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 Performance Period, then
the ROAE and the TSR of the Company and the Peer Group shall be
determined for all calendar quarters in the Performance Period ending
on or prior to the date of the such first Vesting Acceleration Event
and the vesting provisions set forth in Paragraph 2(a) shall be
applied to 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
Performance Period to and including the Vesting Acceleration Event and
the denominator of which is the number of months in the Performance
Period) based on such ROAE and the TSR. 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, and no
Excess Shares (as otherwise provided for in Paragraph 11) shall be
granted.
All determinations regarding vesting and entitlement to the Award
Shares under this Paragraph 2(b) shall be made and certified to in
writing by the Committee during the period beginning on the date of
the Vesting Acceleration Event and ending 2-1/2 months following the
end of the calendar quarter in which the Vesting Acceleration Event
occurs.
(c) The following terms have the following meanings for purposes hereof:
(i) "Employment Agreement" means the employment agreement, or if
there is no employment agreement, then the change in control
agreement, as in effect on the Award Date between the
Associate and the Company or one of its Subsidiaries.
(ii) "Peer Group" means the financial institutions listed on
Attachment A hereto; provided that subject to any
restrictions and limitations under Section 162(m) of the
Code, any listed financial institution shall be eliminated
if it is acquired or otherwise changes its structure or
business such that it is no longer reasonably comparable to
the Company (as determined by the Committee), and in the
case of any such elimination, the Committee may replace the
eliminated financial institution with another financial
institution which it considers reasonably comparable to the
Company.
(iii)"ROAE" means the cumulative net earnings after taxes for
the calendar quarters in each calendar year in a specified
period of time divided by average shareholder's equity
(defined as the difference between the total assets and
total liabilities, averaged for the calendar quarters in
each calendar year in the specified period), all as
determined in accordance with generally accepted accounting
principles and as reported in the company's financial
statements provided to shareholders and converted to an
annual rate by dividing by the number of years and partial
years (expressed in quarters) in the specified period.
(iv) "TSR" means the return a holder of common stock earns over a
specified period of time, expressed as a percentage and
including changes in market value of, and dividends or other
distributions with respect to, the stock and converted to an
annual rate by dividing the calculated percentage for the
specified period by the number of years and partial years
(expressed in quarters) in the specified period. TSR return
shall be determined as the sum of (A) the market share price
at the end of the specified period reduced by the market
share price at the beginning of the specified period and (B)
dividends or other distributions with respect to a share
paid during the specified period and with such dividends and
other distributions deemed reinvested in Stock and (C) with
such sum being divided by the market share price at the
beginning of the specified period. Market share price shall
be the closing sale price of such stock for the specified
day (or the last preceding day thereto for which reported)
as reported by Bloomberg L.P. or any affiliate thereof or
such other authoritative source as the Committee may
determine. TSR, including the value of reinvested dividends
and other distributions, shall be determined on the basis of
the appropriate total shareholder return model of Bloomberg
L.P. or any affiliate thereof or such other authoritative
source as the Committee may determine.
(v) "Vesting Acceleration Event" means the Associate's death,
becoming disabled (as defined in his or her Employment
Agreement or, if not so defined, the meaning of Section
22(e)(3) of the Internal Revenue Code), termination of
employment with the Company or its Subsidiaries by the
Company other than for "Cause" (as defined in his or her
Employment Agreement, but only if defined therein) or
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), or the occurrence of a Change in Control
(as defined in the Plan).
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 an Agreement dated <>. A copy of the Plan, such
rules and procedures, and such Restricted Stock Agreement may be
obtained from the Secretary of Trustmark Corporation.
4. Voting Rights. During the Period of Restriction, the Associate may exercise
full voting rights with respect to the Award Shares.
5. Dividends and Other Distributions. During the Period of Restriction, 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 Performance Period and
Paragraph 2(b) 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 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 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
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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. Terms and Conditions Applicable to Excess Shares Where Vesting in the Award
Shares Exceeds 100%.
(a) Since vesting in the Award Shares pursuant to Paragraph 2(a) equals
the number of Award Shares multiplied by sum of the applicable ROAE
vesting percentage and the applicable TSR vesting percentage, the
aggregate vesting pursuant to Paragraph 2(a) could exceed 100%. In
that event, additional Restricted Stock ("Excess Shares") shall be
granted to the Associate within the first 2-1/2 months following the
end of the Performance Period in a number equal to the excess of the
aggregate vesting pursuant to Paragraph 2(a) over 100% multiplied by
the number of Award Shares granted on the award Date (as adjusted by
the Committee pursuant to Section 4.4 of the Plan to reflect such
events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Company). No Excess
Shares shall be granted in connection with vesting pursuant to
paragraph 2(b).
(b) The Excess Shares, if any, shall be subject to the following terms and
conditions:
(i) Voting rights shall be provided from the date of grant of the
Excess Shares.
(ii) Dividends and other distributions with respect to the Excess
Shares after the date of grant thereof shall be deposited with
the Company and shall be paid, to the extent vested, when and to
the extent the underlying Excess Shares are vested and freed of
restrictions. No dividends and other distributions shall be
accumulated for periods before the date of grant of the Excess
Shares.
(iii)Subject to earlier vesting or forfeiture as provided below, if
the Associate remains continuously employed by the Company or one
of its Subsidiaries from the beginning of the Performance Period
through <>, then the Excess Shares
shall be vested and shall become freely transferable by the
Associate as of the last day of the Excess Share Regular Vesting
Date.
(iv) Notwithstanding Paragraph 11(b)(iii) above but 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 on or after the last day of the
Performance Period but prior to the Excess Share Regular Vesting
Date, then the Excess Shares shall be vested and shall become
freely transferable by the Associate as of the date the Vesting
Acceleration Event occurs.
(v) If the Associate's employment with the Company or its
Subsidiaries ceases prior to the Excess Share Regular Vesting
Date and the Vesting Acceleration Event vesting in Paragraph
11(b)(iv) above does not apply, then the Excess Shares still
subject to restrictions at the date of such cessation of
employment shall be automatically forfeited to the Company.
12. Construction. This Agreement shall be administered, interpreted and
construed in accordance with the applicable provisions of the Plan and in
accordance with both the Award Shares and the Excess Shares being a
Performance-Based Compensation Award (as defined in the Plan) and
"performance-based compensation" within the meaning of Section 162(m)(4)(C)
of the Code.
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:
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Its:
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ASSOCIATE:
By:
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Attachment A
Listing of Peer Group
Ticker
Name Symbol City State
---- ------ ---- -----
BancorpSouth Inc. BXS Tupelo MS
▇▇▇▇▇▇▇▇▇▇ Corporation CHZ Burlington VT
Citizens Banking Corporation CBCF Flint MI
Cullen/Frost Bankers Inc. CFR San Antonio TX
First Midwest Bancorp Inc. FMBI Itasca IL
FirstMerit Corporation FMER Akron OH
▇▇▇▇▇▇ Financial Corporation FULT Lancaster PA
Greater Bay Bancorp GBBK E. Palo Alto CA
▇▇▇▇▇▇▇ Holding Company HBHC Gulfport MS
▇▇▇▇▇▇ United Bancorp HU Mahwah NJ
Old National Bancorp ONB Evansville IN
Pacific Capital Bancorp PCBC Santa Barbara CA
Park National Corporation PRK Newark OH
Sky Financial Group, Inc. SKYF Bowling Green OH
South Financial Group Inc. (The) TSFG Greenville SC
Southwest Bancorporation of Texas, Inc. ABNK Houston TX
Susquehanna Bancshares Inc. SUSQ Lititz PA
United Bankshares Inc. UBSI Charleston WV
Valley National Bancorp VLY Wayne NJ
Whitney Holding Corporation WTNY New Orleans LA
