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Section 1: 8-K (8-K)

trmk-8k_20201027.htm
false --12-31 0000036146 0000036146 2020-10-27 2020-10-27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

October 27, 2020

Date of Report (Date of earliest event reported)

TRUSTMARK CORPORATION

(Exact name of registrant as specified in its charter)

 

Mississippi

 

000-03683

 

64-0471500

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

248 East Capitol Street, Jackson, Mississippi

 

39201

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:

 

(601) 208-5111

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

TRMK

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 


 

Item 2.02.  Results of Operations and Financial Condition.

On October 27, 2020, Trustmark Corporation issued a press release announcing its financial results for the period ended September 30, 2020.  A copy of this press release and the accompanying financial statements and slide presentation are attached hereto as Exhibits 99.1 and 99.2 to this report and incorporated herein by reference.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Election and Appointment of Executive Chairman

 

On October 27, 2020, the Board of Directors of Trustmark Corporation (Trustmark) elected Gerard R. Host, 66, to serve as Executive Chairman of Trustmark, and the Board of Directors of Trustmark National Bank (the Bank), a wholly owned subsidiary of Trustmark, appointed him Executive Chairman of the Bank, in each case effective as of January 1, 2021. Mr. Host currently serves as Chairman, President and Chief Executive Officer of Trustmark, as well as Chairman and Chief Executive Officer of the Bank.

 

In connection with Mr. Host’s election and appointment as Executive Chairman of Trustmark and the Bank, effective January 1, 2021, Trustmark and Mr. Host have entered into an employment agreement (the Host Agreement) to replace Mr. Host’s 2010 employment agreement, as amended.  The Host Agreement is effective as of January 1, 2021.

 

As of the date of this Current Report on Form 8-K, neither Mr. Host nor any of his immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K, nor is Mr. Host a party to any understanding or arrangement pursuant to which he is to be selected as an officer.

 

The Host Agreement provides for Mr. Host to serve as Executive Chairman of Trustmark and the Bank for a term beginning January 1, 2021 and continuing until the 2022 annual meeting of Trustmark’s shareholders.

 

Under the Host Agreement, Mr. Host will be guaranteed a minimum base salary of $700,000 annually.  Mr. Host’s base salary may be reduced, however, below $700,000, if Trustmark reduces the base salaries of other senior executives.  Mr. Host will be eligible to earn an annual cash bonus, with a bonus target amount of 60% of his base salary. Trustmark will have the discretion to increase the annual bonus above or decrease the annual bonus below the bonus target amount for that year. He will also be eligible to receive equity compensation awards on such basis as recommended by the Human Resources Committee of Trustmark’s Board of Directors and approved by Trustmark’s Board of Directors.

 

On any cessation of employment, Mr. Host will be entitled to his unpaid earned base salary and, except in the case of termination for cause, any unpaid earned annual bonus for the prior year (earned compensation). He will be entitled to additional severance benefits in the event his employment ends as a result of his death or disability, or in the event his employment is terminated by Trustmark without cause in connection with a change in control of Trustmark or not, or in the event Mr. Host resigns for good reason in connection with a change in control of Trustmark or not.

 

If Mr. Host’s employment is terminated by Trustmark other than for cause, death or disability or if he resigns for good reason, in each case not in connection with a change in control of Trustmark, he will be entitled to earned compensation and a payment equal to two times the sum of (1) his annual base salary and (2) the average of his annual bonuses for the three years prior to the end of his employment. He will also be entitled to 24 months of continuing medical, dental and vision coverage (or a cash payment in lieu thereof) on the same premium cost sharing basis as prior to termination.

 

If Mr. Host’s employment is terminated by Trustmark other than for cause, death or disability or he resigns for good reason, in each case within two years after a change in control during the term of the Host Agreement, he will be entitled to the following additional severance benefits (in addition to earned compensation): (1) a payment equal to three times the sum of (x) his annual base salary immediately prior to the change in control and (y) the average of his annual bonuses for the three years prior to the change in control, (2) 36 months of continuing medical, dental and vision coverage (or a cash payment in lieu thereof) on the same premium cost sharing basis as prior to termination, and (3) accelerated vesting of any unvested equity incentive awards, with any time- or service-based vesting conditions deemed to be satisfied and any performance-based vesting conditions to be based on performance as of the end of the calendar quarter ending on or prior to the change in control.

 

If Mr. Host’s employment is terminated due to disability or if he dies during the term, he or his designated beneficiary, spouse or estate will be entitled to his earned compensation plus a lump-sum payment of the time-weighted pro-rata share of his annual bonus target amount for that year.

 

 


 

The foregoing description is a summary of the material terms of the Host Agreement and is qualified in its entirety by reference to the Host Agreement itself, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Election and Appointment of President and Designation of Chief Executive Officer

 

On October 27, 2020, the Board of Directors of Trustmark elected Duane A Dewey, 62, to serve as President and designated him Chief Executive Officer of Trustmark, and the Board of Directors of the Bank appointed Mr. Dewey to continue to serve as President and designated him Chief Executive Officer of the Bank, in each case upon the retirement of Gerard R. Host as President and Chief Executive Officer of Trustmark and Chief Executive Officer of the Bank on January 1, 2021. Mr. Dewey currently serves as a Director of Trustmark, as well as Director, President and Chief Operating Officer of the Bank.

 

As of the date of this Current Report on Form 8-K, neither Mr. Dewey nor any of his immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K, nor is Mr. Dewey a party to any understanding or arrangement pursuant to which he is to be selected as an officer.

 

In connection with Mr. Dewey’s election and designation as President and Chief Executive Officer and the related increase in his responsibilities, he will be granted a one-time award of time-based restricted stock units with an aggregate value of $300,000 in January 2021, vesting in January 2024.

 

In connection with Mr. Dewey’s election and appointment as President and designation as Chief Executive Officer of Trustmark and the Bank, effective January 1, 2021, Trustmark and Mr. Dewey have entered into an employment agreement (the Dewey Agreement) to replace Mr. Dewey’s change in control agreement.  The Dewey Agreement is effective as of January 1, 2021.

 

The Dewey Agreement provides for Mr. Dewey to serve as President and Chief Executive Officer of Trustmark and the Bank for a term of five years beginning January 1, 2021.

 

Under the Dewey Agreement, Mr. Dewey will be guaranteed a minimum base salary of $700,000 annually, subject to annual review.  Mr. Dewey’s base salary may be reduced, however, below $700,000, if Trustmark reduces the base salaries of other senior executives.  Mr. Dewey will be eligible to earn an annual cash bonus, with a bonus target amount of 75% of his base salary, or for years after 2021, such greater percentage of his base salary up to a maximum of 100% as may be approved by Trustmark’s Board of Directors. Trustmark will have the discretion to increase the annual bonus above or decrease the annual bonus below the bonus target amount for that year. He will also be eligible to receive equity compensation awards on such basis as recommended by the Human Resources Committee of Trustmark’s Board of Directors and approved by Trustmark’s Board of Directors.

 

On any cessation of employment, Mr. Dewey will be entitled to his unpaid earned base salary and, except in the case of termination for cause, any unpaid earned annual bonus for the prior year (earned compensation). He will be entitled to additional severance benefits in the event his employment ends as a result of his death or disability, or in the event his employment is terminated by Trustmark without cause in connection with a change in control of Trustmark or not, or in the event Mr. Dewey resigns for good reason in connection with a change in control of Trustmark or not.

 

If Mr. Dewey’s employment is terminated by Trustmark other than for cause, death or disability or if he resigns for good reason, in each case not in connection with a change in control of Trustmark, he will be entitled to earned compensation and a payment equal to two times the sum of (1) his annual base salary and (2) the average of his annual bonuses for the three years prior to the end of his employment. He will also be entitled to 24 months of continuing medical, dental and vision coverage (or a cash payment in lieu thereof) on the same premium cost sharing basis as prior to termination.

 

If Mr. Dewey’s employment is terminated by Trustmark other than for cause, death or disability or he resigns for good reason, in each case within two years after a change in control during the term of the Dewey Agreement, he will be entitled to the following additional severance benefits (in addition to earned compensation): (1) a payment equal to three times the sum of (x) his annual base salary immediately prior to the change in control and (y) the average of his annual bonuses for the three years prior to the change in control, (2) 36 months of continuing medical, dental and vision coverage (or a cash payment in lieu thereof) on the same premium cost sharing basis as prior to termination, and (3) accelerated vesting of any unvested equity incentive awards, with any time- or service-based vesting conditions deemed to be satisfied and any performance-based vesting conditions to be based on performance as of the end of the calendar quarter ending on or prior to the change in control.

 

 


 

If Mr. Dewey’s employment is terminated due to disability or if he dies during the term, he or his designated beneficiary, spouse or estate will be entitled to his earned compensation plus a lump-sum payment of the time-weighted pro-rata share of his annual bonus target amount for that year.

 

The foregoing description is a summary of the material terms of the Dewey Agreement and is qualified in its entirety by reference to the Dewey Agreement itself, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

 

Election of Principal Financial Officer and Designation of Chief Financial Officer

 

On October 27, 2020, Louis E. Greer notified the Boards of Directors of Trustmark and the Bank that he intends to retire as Treasurer and Principal Financial Officer of Trustmark and Chief Financial Officer of the Bank, effective March 1, 2021.  On October 27, 2020, the Board of Directors of Trustmark elected Thomas C. Owens, 56, to serve as Treasurer and Principal Financial Officer of Trustmark, and the Board of Directors of the Bank designated him Chief Financial Officer of the Bank, in each case upon the anticipated retirement of Louis E. Greer as Treasurer and Principal Financial Officer of Trustmark and Chief Financial Officer of the Bank on March 1, 2021.

 

Mr. Owens has more than 33 years of experience and has been Executive Vice President and Treasurer of the Bank since 2013.

 

As of the date of this Current Report on Form 8-K, neither Mr. Owens nor any of his immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K, nor is Mr. Owens a party to any understanding or arrangement pursuant to which he is to be selected as an officer.

 

In connection with Mr. Owens’ promotion and the related increase in his responsibilities, he will be granted a one-time award of time-based restricted stock units with an aggregate value of $100,000 in March 2021, vesting in March 2024. Mr. Owens’ salary will be $360,000 effective March 1, 2021. His bonus (short term incentive) opportunity linked to 2021 performance is targeted at 50% of salary. His equity award (long term incentive) level for the 2021 grant will be targeted at a value of $200,000.

 

Election of Principal Accounting Officer and Designation of Chief Accounting Officer

 

On October 27, 2020, the Board of Directors of Trustmark elected George T. Chambers, Jr., 60, to serve as Principal Accounting Officer of Trustmark, and the Board of Directors of the Bank designated him Chief Accounting Officer of the Bank, in each case upon the anticipated retirement of Louis E. Greer as Principal Accounting Officer of Trustmark on March 1, 2021.

 

Mr. Chambers has 38 years of experience and has been Controller of the Bank since 2007. He has also served as Director of Internal Financial Accounting and Reporting for the Bank.

 

As of the date of this Current Report on Form 8-K, neither Mr. Chambers nor any of his immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K, nor is Mr. Chambers a party to any understanding or arrangement pursuant to which he is to be selected as an officer.

 

Mr. Chambers’ salary will be increased 10% effective March 1, 2021.  His bonus (short term incentive) opportunity linked to 2021 performance is targeted at 35% of salary.  His equity award (long term incentive) level for the 2021 grant will be targeted at a value of $120,000.

 

Trustmark has entered into a change in control agreement with Mr. Chambers, effective March 1, 2021, which form of agreement is filed as Exhibit 10-ad to Trustmark’s Current Report on Form 8-K filed on February 7, 2014.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 27, 2020, the Board of Directors of Trustmark approved an amendment to Article III, Section 12 of Trustmark’s bylaws (Bylaws) to provide that the Chairman of the Executive Committee of Trustmark will be a non-executive director if the Chairman of the Corporation Board is otherwise not an independent director, as defined by Nasdaq or the exchange on which the Corporation's common equity securities are listed for trading. The full text of the second sentence of Article III, Section 12 of the Bylaws, as amended and restated, is reprinted below:

 

 


 

The Chairman of the Executive Committee shall be a non-executive director if the positions of Chairman of the Board and Chief Executive Officer are held by the same person or if the Chairman of the Board is otherwise not an independent director, as defined by the Nasdaq Stock Market or the exchange on which the corporation's securities are listed for trading.

 

The Board of Directors of Trustmark also approved an amendment to Article III, Section 2 of the Bylaws to remove the exception from the mandatory retirement age of 70 for the director serving as Chairman at the time of a prior Bylaws amendment. The full text of the last sentence of Article III, Section 2 of the Bylaws, as amended and restated, is reprinted below:

 

Upon attaining the age of seventy (70) years, a director shall retire effective upon the completion of such director’s then current term of office.

 

The full text of Trustmark’s Bylaws, as amended and restated, is filed herewith as Exhibit 3.1 hereto.

 

 

____________________________


 


 

 

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number

 

Description of Exhibits

3.1

 

Amended and Restated Bylaws of Trustmark Corporation dated October 27, 2020

10.1

 

Employment Agreement between Trustmark Corporation and Gerard R. Host dated October 27, 2020

10.2

 

Employment Agreement between Trustmark Corporation and Duane A. Dewey dated October 27, 2020

99.1

 

Press release announcing financial results for the period ended September 30, 2020

99.2

 

Investor slide presentation for the period ended September 30, 2020

99.3

 

Press release announcing management succession

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TRUSTMARK CORPORATION

 

BY:

 

/s/ Louis E. Greer 

 

 

Louis E. Greer

 

 

Treasurer and Principal Financial Officer

 

 

 

DATE:

 

October 27, 2020

 

 

 

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Section 2: EX-3.1 (EX-3.1)

trmk-ex31_331.htm

Exhibit 3.1

BYLAWS

 

OF

TRUSTMARK CORPORATION

AS AMENDED AND RESTATED AS OF

OCTOBER 27, 2020

 

 

 


 

BYLAWS

 

OF

 

TRUSTMARK CORPORATION

 

(Incorporated under the laws of Mississippi)

 

 

ARTICLE I

 

OFFICES

 

The principal office shall be in the City of Jackson, County of Hinds, State of Mississippi; and the name of the resident agent for process upon the corporation is Granville Tate, Jr., whose mailing address is 248 East Capitol Street, Jackson, Mississippi. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint, or as the business of the corporation may require.

 

ARTICLE II

 

STOCKHOLDERS’ MEETINGS

 

1. Place. The place of all meetings of stockholders shall be the principal office of the corporation in the City of Jackson, County of Hinds, State of Mississippi, or such other place as shall be determined, from time to time, by the Board of Directors. The place at which such meeting shall be held shall be stated in the notice of the meeting.

 

2. Time. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year on the date and at the time selected by the Board of Directors and stated in the notice of the meeting.

 

3. Special Meetings. Special meetings of stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by a majority of the Board of Directors and shall be called at any time by the President or the Board of Directors upon the request of stockholders owning ten percent (10%) of the outstanding shares of the corporation entitled to vote at such meetings. Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

 

4. Notice.

 

(a) Written notice stating the date, time and place of the meeting (and in the case of a special meeting, the purpose or purposes for which the meeting is called) shall be given at least ten (10) days and not more than sixty (60) days prior to the meeting, at the direction of the President, the Secretary or other officer or persons calling the meeting. Such notice shall be given

 

 


 

to each stockholder of record entitled to vote at the meeting; and notice shall be deemed delivered to the stockholder when deposited in the United States mail, postage prepaid, addressed to the stockholder at his last known post office address or to the address appearing on the stock transfer books of the corporation.

 

(b) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of the Mississippi Business Corporation Act (the “MBCA”), the Articles of Incorporation or these Bylaws, shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent, and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this Section 4(b) shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting when such notice is directed to the record address of the stockholder or to such other address at which the stockholder has consented to receive notice, upon the later of such posting or the giving of such separate notice; and (4) if by any other form of electronic transmission, when consented to by the stockholder. In addition, notice can be given in any manner authorized by the MBCA.

 

5. Voting List. A complete list of stockholders entitled to notice of the ensuing meeting, arranged in alphabetical order, with the address of and number of shares held by each, shall be prepared by the Secretary or by the corporation’s designated transfer agent or other agent, who shall have charge of the stock transfer books of the corporation. The stockholders’ list shall be available for inspection by any stockholder no later than two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held.

 

6. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of stockholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice if the new date, time or place is announced at the meeting before adjournment.

 

7. Voting of Shares. If a quorum is present, action on a matter (other than the election of directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the vote of a greater number is required by the Articles of Incorporation or by law for any specific purpose. Voting at all meetings may be oral, but any qualified voter may demand a stock vote whereupon the vote will be taken by ballot, each of which shall state the name of the

 

 


 

stockholder voting and the number of shares voted by him; and if such ballot be cast by a proxy, it shall also state the name of such proxy. Each stockholder shall have one vote for each share of stock having voting power, registered in his name as of the record date for the meeting or the closing date of the stock transfer books, as applicable, upon each matter submitted to a vote at any meeting of stockholders.

 

8. Proxies. Every stockholder having the right to vote shall be entitled to vote either in person or by proxy executed electronically or in writing. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Proxies shall be dated and shall be filed with the records of the meeting.

 

9. Election of Directors; Majority Voting. Unless otherwise provided in the Articles of Incorporation, and except as provided in Article III, Section 4, a nominee for director shall be elected to the Board of Directors at any meeting of stockholders at which a quorum is present if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that nominees for director shall be elected by a plurality of the votes cast at any meeting of stockholders for which the number of nominees exceeds the number of directors to be elected.  If a nominee who is an incumbent director is not elected to the Board of Directors and no successor has been elected at such meeting of stockholders, such nominee shall tender his resignation to the Board of Directors.  The Nominating Committee shall make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether to take other action.  The director who tenders his resignation shall not participate in the recommendation of the Nominating Committee or the decision of the Board of Directors with respect to such director’s resignation.      

 

10. Nominations for Director. Nominations for election to the Board of Directors may be made by or on behalf of the Board of Directors or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for election of directors at an annual meeting. Nominations other than those made by or on behalf of the existing Board of Directors of the corporation shall be made in writing and shall be delivered or mailed to the Chairman of the Board of the corporation and received (a) not less than sixty (60) days nor more than ninety (90) days before the first anniversary of the mailing date of the corporation’s proxy statement in connection with the last annual meeting of stockholders, or (b) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by more than thirty (30) days from the date of the previous year’s annual meeting, not less than ninety (90) days before the date of the applicable annual meeting. Such notification shall contain the following information to the extent known to the notifying stockholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the corporation that will be voted for each proposed nominee; (d) the name and residence address of the notifying stockholder; (e) the number of shares of capital stock of the corporation owned by the notifying stockholder; (f) such other information regarding such proposed nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the proposed nominee been nominated by the Board of Directors; (g) a representation that the notifying stockholder is the owner of shares entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the proposed nominee; and (h) the written consent of each proposed nominee to serve as a director of the

 

 


 

corporation if so elected. Nominations not made in accordance herewith may, in his discretion, be disregarded by the chairman of the meeting, and upon his instructions the vote tellers may disregard all votes cast for each such nominee.

 

11. Judges of the Election. Every election of directors shall be managed by three judges, who shall be appointed by the chairman and who shall hold, either directly or indirectly (including, without limitation, indirect ownership as a participant in any pension plan, profit sharing plan or other employee benefit plan) shares of the corporation. The judges of election shall hold and conduct the election at which they are appointed to serve; and, after the election, they shall file with the Secretary a Certificate under their hands certifying the results thereof and the names of the directors elected. The judges of election, at the request of the chairman for the meeting, shall act as tellers of any other vote by ballot taken at such meeting, and shall certify the results thereof.

 

ARTICLE III

 

BOARD OF DIRECTORS

 

1. General Powers. Except as provided in the Articles of Incorporation, the management of the affairs, property, and business of the corporation shall be vested in the Board of Directors.

 

2. Number, Tenure, and Qualifications. Unless otherwise provided in the Articles of Incorporation and subject to the limitations of law, the number of directors of the corporation shall not be less than five (5) nor more than twenty-five (25) directors, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the stockholders at any meeting thereof. Except for any director who is removed or who resigns, each director shall hold office for one (1) year or until his successor shall have been elected and qualified. Each director shall own in his own right common or preferred shares of the corporation with an aggregate par, fair market, or equity value of not less than $1,000 as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person’s most recent election to the Board of Directors, whichever is more recent. Any combination of common or preferred stock of the corporation may be used. Upon attaining the age of seventy (70) years, a director shall retire effective upon the completion of such director’s then current term of office.

 

3. Removal. The stockholders may remove one or more directors with or without cause. The Executive Committee of the Board of Directors shall have the authority to recommend the removal of a director for cause to the stockholders. “Cause” shall be defined as: (i) embezzlement or fraud; (ii) failure to pay any obligation owed to the corporation or an affiliate of the corporation; (iii) breaching a fiduciary duty or deliberately disregarding any rule of the corporation or its affiliates; (iv) conviction of a felony; (v) declaration of unsound mind by court order; (vi) adjudication of bankruptcy; (vii) nonacceptance of office or intentional failure to perform stated duties; (viii) willful violation of any final cease and desist order; or (ix) any conduct prejudicial to the interests of the corporation, including the disclosure of confidential information of the corporation or its affiliates. A director may be removed by the stockholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the removal of the director.

 

 


 

 

4. Vacancies. Unless otherwise provided in the Articles of Incorporation, all vacancies in the Board of Directors, whether caused by resignation, removal, death, increase in the number of directors or otherwise, may be filled through appointment by a majority of the remaining directors then in office; provided, however, should a vacancy cause the number of directors to be less than the number required for a quorum, then the majority of the remaining directors then in office shall appoint at least the number of directors necessary to constitute a quorum. A director thus appointed to fill any vacancy shall hold office until the next annual meeting of the stockholders or until his successor is elected and qualified.

 

5. Regular Meetings. Regular meetings of the Board of Directors shall be held on the fourth Tuesday of January, April, July, and October. Formal advance notice shall not be required. If any regular meeting shall fall on a holiday, it may be held upon such other day as may be designated by the Chairman of the Board of Directors or the President of the corporation. Regular meetings may be held at the principal office of the corporation, or at such other place as shall be determined, from time to time, by the Board of Directors, at such time as may be determined by the Chairman or President.

 

6. Special Meetings. Special meetings may be called at any time by the President, the Chairman of the Board of Directors, the Chairman of the Executive Committee or by a majority of the directors at such time and place as may be designated. Notice of special meetings shall be given stating the date, time and place, at least two (2) days in advance thereof by overnight delivery, U.S. Mail, electronic mail, telegram, facsimile, telephone, or personally.

 

7. Quorum. A majority of the directors then in office shall constitute a quorum, and the affirmative vote of a majority of those present shall be the action of the Board. Less than a quorum may adjourn any meeting to a subsequent day without further notice until a quorum can be had. If the number of directors is reduced below the number that would constitute a quorum based upon the total number of required director positions, then no business may be transacted, except selecting directors to fill vacancies in conformance with Article III, Section 4.

 

8. Organization. The Chairman, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the principal office of the corporation for the purpose of organizing the new Board. After the Board has organized it should by resolution designate from among its members an Executive Committee or other committees, each of which shall have all the authority of the Board of Directors except as limited in such resolution or by law, appoint officers, and transact such other business as may properly come before the organizational meeting. The organization meeting shall be held on the day of the election or as soon thereafter as practicable. If, at the time fixed for such meeting, there shall be no quorum present, the directors present may adjourn the meeting, from time to time, until a quorum is obtained. All committees of the Board shall keep regular minutes of their meetings and shall report their actions to the Board of Directors at its next meeting.

 

9. Compensation. Directors may be compensated for their services on the Board at such times, in such amounts and in accordance with such compensation plans as the Board of Directors,

 

 


 

by proper action, shall determine; provided, however, that any member of the Board who is also an officer of the corporation or of Trustmark National Bank shall not be compensated for service on the Board of Directors. All directors may be reimbursed for actual expenses incurred in connection with service on the Board as the Board of Directors, by proper action, shall determine.

 

10. Action without a Meeting. Any action of the corporation required to be taken, or which may be taken, at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote thereon. Such consent shall have the same force and effect as a unanimous vote of directors and may be stated as such in any document filed with any governmental agency or body.

 

11. Voting of Shares in Other Corporations. The Chairman, the President or such other officer or person as may be designated by resolution may act for the corporation in voting shares it owns of any other corporation. The Board may determine the manner in which such shares are to be voted or may delegate to its representative the authority to vote such shares in the best interests of the corporation.

 

12. Executive Committee. The Board shall appoint an Executive Committee which shall include not less than three (3) nor more than five (5) non-executive directors. The Chairman of the Executive Committee shall be a non-executive director if the positions of Chairman of the Board and Chief Executive Officer are held by the same person or if the Chairman of the Board is otherwise not an independent director, as defined by the Nasdaq Stock Market or the exchange on which the corporation's securities are listed for trading. The Chairman of the Board and such other directors as may be designated by the Board shall serve as members of the committee. The committee shall exercise, when the Board is not in session, all powers of the Board that may lawfully be delegated to it. The committee shall have the power to fix the time and place of its meetings, prescribe its procedures, and cooperate with and assist the officers of the corporation with the transaction of its business. The committee shall keep separate minutes of its meetings, and such minutes shall be available for inspection by the Board, the regulatory authorities, or such others as may be lawfully authorized.

 

13. Audit & Finance Committee. The Board shall appoint an Audit & Finance Committee composed of not less than three (3) directors, all of whom must meet the independence and other applicable requirements of the Securities and Exchange Commission and of the exchange on which the corporation’s securities are listed for trading, at such times and for such terms as shall be determined by the Board. The duties of the Audit & Finance Committee shall be prescribed by the Board. The committee shall have the power to fix the time and place of its meetings, prescribe its procedures, and cooperate with and assist the officers of the corporation with the transaction of its business. The Audit & Finance Committee shall keep separate minutes of its meetings, and such minutes shall be available for inspection by the Board, the regulatory authorities, or such others as may be lawfully authorized.

 

14. Nominating Committee. The Board shall appoint a Nominating Committee composed of not less than three (3) directors, all of whom must be members of the Executive Committee who also meet the independence and other applicable requirements for service on the Nominating Committee imposed by the Securities and Exchange Commission and the exchange on which the

 

 


 

corporation’s securities are listed for trading, at such times and for such terms as shall be determined by the Board. The duties of the Nominating Committee shall be prescribed by the Board. The committee shall have the power to fix the time and place of its meetings, prescribe its procedures, and cooperate with and assist the officers of the corporation with the transaction of its business. The Nominating Committee shall keep separate minutes of its meetings, and such minutes shall be available for inspection by the Board, the regulatory authorities, or such others as may be lawfully authorized.

 

15. Other Committees. There shall be such other committees as required by law and there may be such other committees as the Board from time to time deems advisable. The committees shall have such purposes, duties, powers, and responsibilities as are determined by the Board from time to time. Each committee shall establish its procedures and shall keep separate minutes of its meetings, and such minutes shall be available for inspection by the Board, the regulatory authorities, or such others as may be lawfully authorized.

 

16. Action by Simultaneous Communication. Unless otherwise provided in the Articles of Incorporation, the Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

 

ARTICLE IV

 

OFFICERS

 

1. Number. The officers of the corporation shall be a Chairman of the Board, a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may elect a Vice Chairman of the Board or a Vice President when and as it deems necessary. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person, except the offices of President and Secretary.

 

2. Election and Terms of Office. The officers of the corporation shall be elected annually by the Board of Directors at its first meeting held each year after the annual meeting of stockholders. If the election of officers shall not be held at such meeting, the election may be held as soon thereafter as may be convenient. Each officer shall hold office until his successor has been elected and qualified or until his death, resignation, or removal from office in the manner hereinafter provided. If so authorized by the Board of Directors, an officer may appoint one or more officers or assistant officers.

 

3. Removal. Any officer elected and appointed by the Board of Directors may be removed by the Board of Directors at any time, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer appointed by another officer may be removed by the Board of Directors or by the officer appointing such officer.

 

 

 


 

4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors, or by the officer who appointed such officer, for the unexpired portion of the term.

 

5. Chairman of the Board. The Board shall appoint one of its members to be Chairman of the Board, who may serve as the Chief Executive Officer of the corporation. Such person shall also preside at all meetings of the Board and all meetings of the stockholders and supervise the carrying out of the policies adopted or approved by the Board, shall have general executive powers, as well as the specific powers conferred by these Bylaws, and may sign or countersign all certificates, contracts and other instruments of the corporation as authorized by the Board of Directors, and shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the Board of Directors.

 

6. Vice Chairman of the Board. The Board may appoint one or more of its members to be Vice Chairman of the Board. In the absence of the Chairman, the Vice Chairman shall preside at any meeting of the Board. The Vice Chairman shall have general executive powers, and shall have and may exercise any and all other powers and duties as from time to time may be conferred, or assigned, by the Board of Directors.

 

7. President. The President, who may serve as the Chief Executive Officer of the corporation, shall have general supervision of the affairs of the corporation, shall sign or countersign all certificates, contracts and other instruments of the corporation as authorized by the Board of Directors, shall make reports to the Board of Directors and stockholders, and shall perform all such other duties as are incident to his office or required of him, conferred or assigned by the Board of Directors. In the absence of the Chairman and Vice Chairman of the Board, the President shall preside at any meeting of the Board.

 

8. Vice President. The Board may appoint one or more Vice Presidents of the corporation. In the absence of the President or in the event of his death, inability or refusal to act, a Vice President so designated by the Board shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President or any additional or assistant Vice President shall perform such other duties as may be from time to time conferred or assigned by the President or by the Board of Directors.

 

9. Secretary. The Secretary shall keep the minutes of the meetings of stockholders and of the Board of Directors and, upon request, of any committees of the Board of Directors, in one or more books provided for that purpose. He shall issue notices of all meetings; provided, however, that notice of special meetings of directors called at the request of a majority of directors as provided in Section 6 of Article III of these Bylaws may be issued by such directors. He shall have charge of the seal and the corporate record books and shall make such reports and perform such other duties as are incident to his office, or which may be required of him, conferred or assigned by the Board of Directors.

 

10. Treasurer. The Treasurer shall have the custody of all funds and securities of the corporation and shall keep regular books of account. He shall receive and disburse all funds of the corporation and shall render to the Board of Directors from time to time as may be required of him

 

 


 

an account of all his transactions as Treasurer and of the financial condition of the corporation. He shall perform all duties incident to his office or which may be required of him, conferred or assigned by the Board of Directors.

 

11. Compensation of Officers. The salaries of the officers shall be fixed from time to time by the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. Any contractual arrangement concerning compensation and/or employee benefits between the corporation and any officer must be approved by the Board of Directors or by an authorized committee of the Board of Directors.

 

12. Delegation of Duties. In case of the death, absence, refusal, or inability to act of any officer of the corporation, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or to any director or other person.

 

13. Bonds. The Board of Directors may by resolution require any or all of the officers to give bonds to the corporation, with sufficient surety, conditioned on the faithful performance of the respective duties of the office and to comply with such other conditions as may be required by the Board of Directors.

 

14.  Resignation. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when notice is given unless the notice specifies a later effective date.

 

15.  Executive Officers. The Chairman, Vice Chairman (if any), President, any Vice President and Secretary shall be Executive Officers of the corporation. One or more of these officers may also be designated as Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, or other officer by the Board of Directors.

 

ARTICLE V

 

CAPITAL STOCK

 

1. Shares. Subject to the Articles of Incorporation and all requirements of law, the corporation may, from time to time, issue its shares of stock for such consideration as may be fixed by the Board of Directors and determined to be adequate. In the absence of actual fraud in the transaction, the judgment of the Board of Directors as to the value of such consideration shall be conclusive insofar as the adequacy of consideration relates to whether the shares are validly issued, fully paid and nonassessable. Any and all shares so issued for which the consideration so fixed shall have been received shall be deemed fully paid and nonassessable.

 

Shares of the corporation may but need not be represented by certificates. When shares are represented by certificates, the corporation shall issue such certificates in such form as shall be required by the MBCA and as determined by the Board of Directors, to the stockholder of record for the fully paid shares owned by such stockholder. Each certificate shall be signed by, or shall bear the facsimile signature of, the President and the Secretary, or such other officers as are authorized by the Board of Directors and may (but need not) bear the corporate seal of the corporation or a facsimile thereof, but a facsimile signature may be used only if the certificate is

 

 


 

countersigned or registered by a transfer agent or registrar, as applicable, other than the corporation itself or an employee of the corporation. All certificates for the corporation’s shares shall be consecutively numbered or otherwise identified.

 

The name and address of the person to whom shares (whether or not represented by a certificate) are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. Such information may be stored or retained on discs, tapes, cards or any other approved storage device relating to data processing equipment; provided that such device is capable of reproducing all information contained therein in legible and understandable form, for inspection by stockholders or for any other corporate purpose.

 

When shares are not represented by certificates, then within a reasonable time after the issuance or transfer of such shares, the corporation shall send the stockholder to whom such shares have been issued or transferred a written statement of the information required by the MBCA to be included on certificates.

 

2. Stock Transfer Books and Transfer of Shares. The corporation, or its designated transfer agent or other agent, shall keep a book or set of books to be known as the stock transfer books of the corporation, containing the name of each stockholder of record, together with such stockholder’s address and the number and class or series of shares held by such stockholder. Except as provided in Section 5 of this Article V in the case of loss, destruction or mutilation of certificates, transfer of shares of the corporation represented by certificates shall be made on the stock transfer books of the corporation only upon surrender and cancellation of the certificates for the shares sought to be transferred by the holder of record thereof or by such holder’s duly authorized agent, transferee or legal representative, who shall furnish proper evidence of authority to transfer with the Secretary of the corporation or its designated transfer agent or other agent. All certificates surrendered for transfer shall be canceled before new certificates (or uncertificated shares) for the transferred shares shall be issued. Upon the receipt of proper transfer instructions from the holder of record of uncertificated shares or by such holder’s duly authorized agent, transferee or legal representative, who shall furnish proper evidence of authority to transfer with the Secretary of the corporation or its designated transfer agent or other agent, such uncertificated shares shall be cancelled, issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto, and the transaction shall be recorded on the stock transfer books of the corporation. Except as otherwise provided by law, no transfer of shares shall be valid as against the corporation, its stockholders or creditors, for any purpose, until it shall have been entered in the stock transfer books of the corporation by an entry showing from and to whom transferred.

 

3. Registration; Holder of Record. Except as otherwise expressly required by the laws of Mississippi, the corporation may treat the person in whose name shares of stock of the corporation (whether or not represented by a certificate) stand of record on its books or the books of any transfer agent or other agent designated by the Board of Directors as the absolute owner of the shares and the person exclusively entitled to receive notification and distributions, to vote, and to otherwise exercise the rights, powers and privileges of ownership of such shares, and the corporation shall not be bound to recognize any equitable or other claim to or interest in the shares on the part of any other person, whether or not it shall have express or other notice thereof.

 

 


 

 

4. Closing of Stock Transfer Books; Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period, but not to exceed seventy (70) days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.

 

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders entitled to demand a special meeting, or for any other proper purpose, such date in any case to be not more than seventy (70) days or less than ten (10) days before the meeting or particular action requiring such determination of stockholders or a date preceding the date upon which the resolution fixing the record date is adopted. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, the day before the date on which notices of the meeting are mailed shall be the record date for such determination of stockholders. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to receive payment of a dividend, the date on which the resolution of the Board of Directors declaring such dividend is adopted shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

 

5. Lost, Destroyed or Mutilated Certificates. In case of loss, destruction or mutilation of any certificate of stock, another certificate (or uncertificated shares) may be issued in its place upon proof of such loss, destruction or mutilation and upon the giving of a bond of indemnity to the corporation in such form and in such sum as the Board of Directors may direct; provided, however, that a new certificate (or uncertificated shares) may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper so to do.

 

6. Transfer Agent and Registrar; Regulations. The corporation may, if and whenever the Board of Directors so determines, maintain in the State of Mississippi or any other state of the United States, one or more transfer offices or agencies and also one or more registry offices which offices and agencies may establish rules and regulations for the issue, transfer and registration of certificates. No certificates for shares of stock of the corporation in respect of which a transfer agent and registrar shall have been designated shall be valid unless countersigned by such transfer agent and registered by such registrar. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares represented by certificates and shares without certificates.

 

ARTICLE VI

 

 


 

 

FINANCE

 

1. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December of each year, unless otherwise provided by the Board of Directors.

 

2. Dividends. The Board of Directors may from time to time declare and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions as provided by law.

 

ARTICLE VII

 

INSPECTION OF BOOKS; RECORDS

 

1. Right of Inspection. Any stockholder of the corporation, upon five (5) business days’ written demand, is entitled to inspect and copy, in person or by agent or attorney, during regular business hours at the corporation’s principal office any of the records described in MBCA Section 79-4-16.01(e). Any stockholder meeting the requirements of MBCA Section 79-4-16.02(c), upon five (5) business days’ written demand, is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, the records specified in MBCA Section 79-4-16.02(b). Stockholders shall have no right to inspect any of the aforementioned corporate books, records and documents except as provided above. The corporation may impose a reasonable charge, covering the cost of labor and materials, for copies of any documents provided to a stockholder.

 

2. Maintenance of Records. The corporation shall maintain the records required by MBCA Section 79-4-16.01 and shall provide its stockholders with the reports required by MBCA Sections 79-4-16.20 and 79-4-16.21.

 

3. Affiliated Corporations. If the corporation should become affiliated with any bank or other business regulated by special provisions of law, the directors and officers shall, to the extent required by law, permit the examination of the corporation’s records, disclose fully the relations between the corporation and such bank or other business and furnish reports and information.

 

 

 

ARTICLE VIII

 

WAIVER

 

Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

 

 


 

ARTICLE IX

 

AMENDMENTS

 

These Bylaws may be altered, amended or repealed or new Bylaws adopted by the Board of Directors.

 

ARTICLE X

 

INDEMNITY

 

Any person, his heirs, executors, or administrators, may be indemnified or reimbursed by the corporation for reasonable expenses actually incurred in connection with any action, suit, or proceeding, civil or criminal, to which he or they shall be made a party or potential party by reason of his being or having been a director, an honorary or advisory director, officer, or employee of the corporation or of any firm, corporation or organization which he served in any such capacity at the request of the corporation; provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding as to which he shall finally be adjudged to have been guilty of or liable for negligence or willful misconduct in the performance of his duties to the corporation; and provided further, that no person shall be so indemnified or reimbursed in relation to any administrative proceeding or action instituted by an appropriate bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the corporation. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such person, his heirs, executors, or administrators, may be entitled as a matter of law. The corporation may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its directors, honorary or advisory directors, officers and employees. Such insurance may, but need not, be for the benefit of all directors, honorary or advisory directors, officers or employees.

 

 

 

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Section 3: EX-10.1 (EX-10.1)

trmk-ex101_330.htm

 

Exhibit 10.1

 

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into by Trustmark Corporation, a Mississippi corporation (the “Company”), and Gerard R. Host (the “Executive”) on October 27, 2020, and is effective as of January 1, 2021.

WHEREAS, the Board of Directors of the Company has elected the Executive to become the Company’s Executive Chairman effective as of January 1, 2021;

WHEREAS, the Company desires to enter into this Agreement to continue to retain Executive’s services and reflect Executive’s election to the position of Executive Chairman;

WHEREAS, Executive has agreed to enter into this Agreement to set forth the terms and conditions of Executive’s continued employment with the Company in his position as Executive Chairman.

NOW, THEREFORE, in consideration of the mutual premises and agreements herein contained, the parties, intending to be legally bound, hereby agree as follows:

1.Term of Employment; Termination of Current Agreement.  The term (the “Term”) of the Executive’s employment under this Agreement shall commence on the first day of January, 2021 (the “Commencement Date”), and shall continue until the 2022 annual meeting of the Company’s shareholders, unless terminated earlier as provided in Section 5.  This Agreement shall replace your current Employment Agreement, which was originally effective January 1, 2011, and amended effective February 15, 2018 and December 10, 2019 (as amended, the “Current Agreement”), which shall terminate immediately before the Commencement Date.

2.Duties of Employment.  The Executive agrees for the Term to render his services to the Company as its Executive Chairman, and in connection therewith, to perform such duties commensurate with his office or position as he shall reasonably be directed by the Board of the Directors of the Company (the “Board”) to perform.  When and if requested to do so by the Board, the Executive shall serve as a director and officer of Trustmark National Bank (the “Bank”) any other subsidiary or affiliate of the Company.  The Executive shall perform such duties faithfully and diligently at all times.  Executive represents and warrants that Executive has no contractual commitments or other legal obligations that would prohibit Executive from performing Executive’s duties for the Company.  The Executive shall have no other employment while he is employed by the Company; provided, however, that the Executive may (a) participate in civic, charitable and religious activities, and (b) serve on an advisory board or the board of directors of up to two (2) companies which do not compete with the Company and in such capacity attend regularly scheduled board meetings to the extent approved in writing in advance by the Board.

3.Compensation and Other Benefits.

3.1.Base Salary.  The Company shall pay to the Executive a base salary in an amount not less than $700,000 annually.  At any time, the Human Resources Committee of the Board, or any successor committee of the Board charged with oversight of and responsibility for executive compensation (the “HR Committee”) may reduce the annual salary amount, even to below

 


 

$700,000, when substantially the same, or more severe, action is being taken with respect to the annual salary of other senior executives.  Payment shall be made in accordance with the Company’s usual payroll practices for senior executives.  The annual base salary set forth in this Section 3.1, as in effect at any particular time, shall hereinafter be referred to as the “Base Salary.”

3.2.Annual Bonus.  In addition to the Base Salary, the Executive shall have the opportunity annually to earn as a bonus sixty percent (60%) of his Base Salary (such bonus opportunity, the “Target Award Opportunity”).  In determining the actual bonus earned by the Executive (the “Annual Bonus”), the HR Committee shall have the discretion to increase the Annual Bonus above or decrease the Annual Bonus below the Target Award Opportunity.  In so doing the HR Committee’s determination shall be based upon an assessment of the performance of both the Executive and the Company taking into consideration such performance goals as may be established by the HR Committee periodically in consultation with the Executive.  Any Annual Bonus due hereunder shall be payable to the Executive no later than the 15th of the third month following the end of the year to which the Annual Bonus relates.

3.3.Equity Compensation.  The Company will grant to the Executive such equity compensation awards from time to time in such amounts as are determined in the sole discretion of the HR Committee.  Any such awards will be subject to the terms of the applicable equity incentive plan and award agreements.

3.4.Vacation.  The Executive shall be entitled to no less than four (4) weeks of paid vacation for each calendar year of the Term, in accordance with the Company’s applicable vacation policy, as in effect from time to time.

3.5.Participation in Employee Benefit Plans.  The Executive shall be permitted to participate in all group life, medical, dental, vision and disability insurance plans, other health programs, pension plans, similar benefit plans or other so-called “fringe benefit programs” of the Company and its subsidiaries as are now existing or as may hereafter be revised or adopted and offered to senior executives generally, to the extent the Executive is eligible under the eligibility provisions of the relevant plan.

4.Confidentiality, Intellectual Property Rights, Nonsolicitation and Anti-Raiding, and Noncompete.

4.1.Confidentiality.  The Executive covenants and agrees that Confidential Information (as defined below) is a valuable, special, and unique asset of the Company. The Executive covenants and agrees that all Confidential Information shall be held in a fiduciary capacity and treated as confidential by him and shall not be disclosed, communicated or divulged by him or used by him for the benefit of any person or entity (other than the Company, its subsidiaries or affiliates) unless expressly authorized in writing by the Board, or unless the Confidential Information becomes generally available to the public otherwise than through disclosure by the Executive. The Executive further agrees that the Executive will use Confidential Information solely for purposes of performing Executive’s job duties for the Company, and that the Executive will return any and all Confidential Information in Executive’s possession upon the request of the Company at any time and at the termination of Executive’s employment. Notwithstanding this Section 4.1, nothing in this Agreement shall prohibit the Executive from reporting possible violations of law to a governmental agency or entity or require the Executive to seek authorization or notify the Company if the

 


 

Executive makes such reports. The Executive is hereby advised that the Executive may be entitled to immunity from liability for certain disclosures of trade secrets under the Defend Trade Secrets Act, 18 U.S.C. § 1833(b).  The provisions of this Section 4.1 shall survive the expiration or termination of the Term for any reason. As used herein, “Confidential Information” shall mean any and all trade secrets, confidential and proprietary information, and all other information and data of the Company (inclusive of predecessor companies that have been acquired by the Company) that is generally unknown to third persons who could derive economic value from its use or disclosure including, but not limited to, non-public customer information, including customer lists, customer requirements, customer needs, customer purchasing histories, and customer sales trends; product and services cost pricing and varying supplies and vendor information including costs, discount and rebate programs, and logistics information; and operational, financial, and marketing information propriety to or held confidential by the Company. Confidential Information may be contained in writing or in any other tangible medium of expression, including work product created by the Executive in rendering services for the Company.

4.2.Intellectual Property Rights. The Executive agrees that all writings, works of authorship, technology, discoveries, inventions, ideas, improvements and other work product of any nature, that are created, prepared, produced, authored, edited, amended, conceived or reduced to practice by the Executive individually or jointly with others during the period of the Executive’s employment by the Company and relating in any way to the business or contemplated business of the Company (regardless of when or where prepared or whose equipment or other resources is used in preparing the same), and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other tangible embodiments thereof (collectively, “Work Product”) is and will remain the sole and exclusive property of the Company, and the Executive has no interest therein. The Company is and will remain the sole and exclusive owner in all right, title and interest of every kind in and to Work Product, including all rights in and to copyrights, trade secrets, trademarks (and related goodwill), mask works, patents and other intellectual property rights therein arising in any jurisdiction through the world, and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof (collectively, “Intellectual Property Rights”). The Executive acknowledges and agree that, to the extent permitted by applicable law, all Work Product are “works made for hire” by the Executive for the Company as defined in 17 U.S.C. §101, as amended. The Executive further waives all claims to moral rights in any Work Product. To the extent the Executive has any right, title or interest in or to any Work Product, the Executive hereby irrevocably and unconditionally assign and transfer to the Company all such right, title and interest in and to such Work Product, including any associated rights of renewal and all reversionary interests thereof, without further consideration. The Executive agrees to execute and deliver such instruments, and take such other action as may be required or requested by the Company, to carry out this assignment.  Further, the Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such instruments on the Executive’s behalf in the Executive’s name and to do all other lawfully permitted acts to transfer Work Product to the Company and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with a request from the Company. The power of attorney is coupled with an interest and will not be impacted by the Executive’s subsequent incapacity. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product so as to be less in any respect than that the Company would have had in the absence of this Agreement.

 


 

4.3.Nonsolicitation and Anti-Raiding.

(i)The Executive agrees that during Term and for a period of twenty-four (24) months following the effective date of termination of his employment for any reason, the Executive will not directly or indirectly, either for the Executive’s own accord or through another party or entity (whether as director, officer, consultant, principal, employee, agent or otherwise), take any action, or attempt any action, in any manner: (i) to solicit or divert, or attempt to solicit or divert, any person, concern or entity which is doing business with the Company or any of its subsidiaries at the time of termination of the Executive’s employment from doing business with the Company or any of its subsidiaries or otherwise alter its relationship with the Company or any of its subsidiaries; (ii) to induce or attempt to induce any customer or supplier of the Company or any of its subsidiaries to cease being a customer or supplier of the Company or any of its subsidiaries, or otherwise change its relationship with the Company or its subsidiaries; (iii) to disclose, directly or indirectly, to any person, firm or corporation the names or addresses, or any other information pertaining to them, of any customers or clients of the Company or any of its subsidiaries that the Executive serviced or became acquainted during the Executive’s employment with the Company or any of its subsidiaries; or (iv) to take any other action that is directly or indirectly competitive with the Company or any of its subsidiaries with respect to any customers or clients doing business with the Company or any of its subsidiaries at the time of termination of the Executive’s employment with the Company and its subsidiaries.

(ii)The Executive agrees that during Term and for a period of twenty-four (24) months following the effective date of termination of his employment for any reason, the Executive will not directly or indirectly, either on the Executive’s own accord or through another party or entity (whether as director, officer, consultant, principal, employee, agent or otherwise) attempt in any manner to solicit, employ or otherwise interfere with any of the Company’s or its subsidiaries’ contracts or relationships with any associate, officer, director, shareholder or independent contractor, existing at the time of the termination of the Executive’s employment the Company.

4.4.Noncompete.  The Executive agrees that during the period he is employed hereunder and for a period of twenty-four (24) months following the effective date of termination of his employment for any reason, he will not (except as a representative of the Company or with the prior written consent of the Board), directly or indirectly, engage, participate or make any financial investment, as an employee, director, officer, associate, consultant, agent, independent contractor, lender or investor, in the business of any person, firm, partnership, corporation or other enterprise that is engaged in direct competition with the business of the Company in any geographic area in which the Company is conducting such business at the date of termination.  Nothing in this Section 4.4 shall be construed to preclude the Executive from making any investments in the securities of any business enterprise whether or not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange and represent less than one percent (1%) of any class of securities of such business enterprise.  The Executive acknowledges that if his employment with the Company terminates for any reason, he can earn a livelihood without violating the foregoing restrictions and that the time period and scope of the foregoing restrictions are reasonably required for the protection of the Company’s valid business interests.

 


 

4.5.Acknowledgement. The Executive has carefully considered the nature and extent of the restrictions upon the Executive, and the rights and remedies conferred upon the Company under this Agreement, and hereby acknowledges and agrees that the same: (i) are reasonable in time and geographical scope and are designed to eliminate activities that would otherwise be unfair to the Company, in light of the protectable interests of the Company and its business operations; (ii) in the event the Executive’s employment with the Company terminates for any reason, will not prevent the Executive from earning a livelihood without violating the above described restrictions; (iii) do not confer a benefit upon the Company disproportionate to any detriment to the Executive; and (iv) are fully required to protect the Company’s legitimate, protectable interests as a leader in the banking and financial services industries involving confidential information including the Company’s goodwill, relationships, confidential information and other legally recognized protectable interests.

4.6.Remedies.  The Executive acknowledges that the Company has a protectable interest in enforcing the provisions of this Section 4 for the full length of Executive’s employment and following the termination of the Executive’s employment as specified herein. The Executive agrees that any violation of any provision of this Section 4 will result in immediate, irreparable harm to the Company and that money damages alone would not be an adequate remedy for any such violation. In addition to the rights and remedies conveyed in this Agreement, the Company shall be entitled, and is expressly and irrevocably authorized by the Executive, to seek specific enforcement and injunctive relief in a court of competent jurisdiction, without posting a bond or other security. This section shall in no manner be construed to limit other causes of action, rights, and relief to which the Company may be entitled. The Executive recognizes that if the Company is successful in obtaining any of the requested relief or damages under the terms of this Agreement, the Executive must pay reasonable attorneys’ fees, costs and expenses incurred by the Company in enforcing and obtaining relief or damages available under this Agreement. Without limiting the generality of the foregoing, the rights and remedies of the Company, and Executive’s obligations under this Agreement, are in addition to any respective rights, remedies and obligations, including the right to retain the Change in Control Severance Payments (as defined below) or Non-Change in Control Severance Payments (as defined below), under applicable law (including, but not limited to, laws relating to misappropriation of trade secrets) and under any other agreement between the Executive and the Company. The Executive agrees that Company or its successors or assigns may retain any Change in Control Severance Payments (as defined below) or Non-Change in Control Severance Payments (as defined below) as partially liquidated damages for such breach and not as a penalty.

5.Termination and Severance.

5.1.Notice of Termination.  Subject to the provisions of this Agreement, the Company and the Executive may terminate the Term on thirty (30) days written notice to the other party, which notice shall specify in detail the cause for termination, except that no prior written notice need be given by the Company in the event it terminates the Executive’s employment hereunder for Cause (subject to applicable cure provisions).

5.2.Voluntary Resignation without Good Reason.  The Executive may voluntarily terminate the Term and resign from employment with the Company by written notice to the Company specifying the effective date of such resignation.  Upon receipt of such notice, the Company shall have the right to terminate the Term immediately or at such other date as the Company may elect by written notice to the Executive and, in such event the termination shall be treated as a voluntary termination without Good Reason by the Executive.  Thereafter, the Company

 


 

shall have no further obligations or liabilities to the Executive, except for obligations to pay the Executive (1) any unpaid Base Salary earned through the effective date of termination; and (2) the Annual Bonus earned for the calendar year immediately preceding the calendar year of termination to the extent not already paid.  

5.3.Death or Disability. In the event of the Executive’s death during the Term, the Term and the Executive’s employment shall terminate automatically. If the Executive becomes physically or mentally disabled during the Term so that he is unable to perform the services required of him pursuant to this Agreement for a period of ninety (90) days, the Company may terminate the Term and the Executive’s employment hereunder effective the 91st day after the date of such disability. In the event of a termination of employment due to death or disability, the Company shall pay to Executive (or in the case of Executive’s death, his designated beneficiary who survives him, or if none, to his surviving spouse, or if none, to his estate) (1) any unpaid Base Salary earned through the effective date of date of termination, (2) the Annual Bonus earned for the calendar year immediately preceding the calendar year of termination to the extent not already paid, and (3) a pro-rata share of the Target Award Opportunity for the calendar year of the Executive’s termination (calculated on the basis of the number of days elapsed in such year through the date of termination).  The Company shall pay to the Executive (or in the case of Executive’s death, Executive’s designated beneficiary, surviving spouse, or estate (as applicable)) such Annual Bonus in a lump sum as soon as practicable, and no later than March 15th of the year following the year to which such Annual Bonus relates, and shall also pay the pro-rata share of the Target Award Opportunity in a single lump sum no later than the 60th day following termination of the Executive’s employment.

5.4.Cause.

(i)The Company may terminate the Executive’s employment during the Term for Cause.  For purposes of this Agreement, “Cause” shall mean that the Executive has (1) committed an act of personal dishonesty, embezzlement or fraud; (2) misused alcohol or drugs; (3) failed to pay any obligation owed to the Company or any subsidiary or affiliate; (4) breached a fiduciary duty or deliberately disregarded any rule of the Company or any subsidiary or affiliate; (5) committed an act of willful misconduct or intentionally failed to perform stated duties; (6) willfully violated any law, rule or regulation (other than misdemeanors, traffic violations or similar offenses) or any final cease-and-desist order; (7) disclosed without authorization any Confidential Information of the Company or any subsidiary or affiliate, or engaged in any conduct constituting unfair competition, or induced any customer of the Company or any subsidiary or affiliate to breach a contract with the Company or any subsidiary or affiliate; (8) been convicted of, or entered a guilty plea or plea of no contest to, any felony or misdemeanor involving moral turpitude; (9) continually failed to perform substantially his duties with and responsibilities to the Company (other than any such failure resulting from incapacity due to Disability) after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities; (10) violated in any material respect the Company’s, the Bank’s or any other subsidiary’s policies or procedures, including without limitation, the Code of Ethics; or (11) engaged in conduct that has resulted, or if it became known by any regulatory or governmental agency or the public is reasonably likely to result, in the good faith judgment of the Board, in material injury to the Company or any of its subsidiaries or affiliates, whether monetary, reputational or otherwise.

 


 

(ii)The Company may place the Executive on paid leave for up to thirty (30) days while it is determining whether there is a basis to terminate the Executive’s employment for Cause. Any such action by the Company will not constitute Good Reason (as defined below).

(iii)If, in the Company’s reasonable discretion, it is possible for the Executive to cure the grounds for Cause, the Executive shall be entitled to written notice from the Company of such grounds and the Executive shall have thirty (30) days after Executive’s receipt of such notice to cure such grounds, provided that any such cure must be to the Company’s reasonable satisfaction. The Company may terminate Executive’s employment immediately if the Company determines (A) that it is not possible for the Executive to cure the grounds for Cause, or (B) that following the expiration of the cure period, the grounds for Cause have not been cured.

(iv)If at any time during the Term the Company shall terminate the Executive for Cause the Company shall pay the Executive any unpaid Base Salary through the effective date of termination.

(v)For purposes of this Agreement and notwithstanding any other provision hereof, the Executive’s employment shall be deemed to have terminated for Cause if, after the Executive’s employment has ended for any reason, facts and circumstances are discovered no later than three (3) years after the Executive’s cessation of employment that would have justified, in the opinion of the Company, a termination for Cause. In such event, any payments or benefits provided to the Executive under this Agreement in connection with his termination of employment other than those which would be provided on a termination for Cause shall be forfeited, and any such payments or benefits previously received by the Executive pursuant to this Agreement in connection with his termination of employment in excess of those which would be provided on a termination for Cause shall be returned to the Company.

5.5.Good Reason.  “Good Reason” shall mean, without the Executive’s written consent, (1) a material diminution in the Executive’s authority, duties or responsibilities; (2) a material breach of this Agreement by the Company; (3) a relocation of the executive offices of the Company to a location more than 50 miles outside of Jackson, Mississippi; or (4) the failure of the Executive to be named as the Chief Executive Officer of any successor by merger to the Company. Notwithstanding the foregoing, no Good Reason shall be considered to exist if the Company has Cause to terminate the Executive’s employment; provided, however, the Executive has given written notice to the Company of the condition that could constitute “Good Reason” within thirty (30) days of the initial existence of such condition, such condition has not been remedied by the Company within thirty (30) days following receipt of such written notice and the Executive elects to terminate the Executive’s employment within thirty (30) days following the expiration of such cure period.

5.6.Severance in Connection with a Change in Control.  If both (x) the Company experiences a Change in Control at any time during the Term and (y) at the occurrence of, or within two (2) years after, the Change in Control either (1) the Executive’s employment is terminated by the Company other than for Cause, death, or disability or (2) the Executive resigns for Good Reason, the following provisions shall apply:

(i)Change in Control” shall mean any one of the following events occurring on or after the Commencement Date: (1) the acquisition by any person of ownership of, holding of

 


 

or power to vote more than twenty percent (20%) of the Company’s voting stock, (2) the acquisition by any person of the ability to control the election of a majority of the Company’s Board, (3) the acquisition of a controlling influence over the management or policies of the Company by any person or by persons acting as a “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), or (4) during any period of two consecutive years, individuals (the “Continuing Directors”) who at the beginning of such period constitute the Board (the “Existing Board”) cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director.  Notwithstanding the foregoing, in the case of (1), (2) and (3) hereof, ownership or control of the Company’s voting stock by any subsidiary of the Company or any employee benefit plan sponsored by the Company or any subsidiary shall not constitute a Change in Control.  For purposes of this subparagraph, the term “person” refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization of any other form of entity not specifically listed herein;

(ii)Subject to Section 13 hereof, the Company shall pay or provide to the Executive the following:

A.Executive’s Base Salary through the effective date of termination.

B.The Annual Bonus earned for the calendar year immediately preceding the calendar year of termination to the extent not already paid as soon as practicable, and no later than March 15th of the year following the year to which such Annual Bonus relates.

C.An amount (the “Change in Control Severance”) equal to three-times the sum of (i) the Executive’s Base Salary immediately prior to the Change in Control and (ii) the average of the Annual Bonuses earned for the three (3) years preceding the year of the Change in Control, payable in a lump sum no later than the 60th day after the effective date of termination.

D.The Company shall continue to provide to the Executive the medical, dental and vision coverage provided by the Company or any subsidiary or affiliate (the “Continuing Employee Benefits”) for thirty-six (36) months following the effective date of termination (based on such cost sharing and benefits being provided to the Executive on the effective date of termination, but subject to such changes as the Company may adopt from time to time thereafter for its senior executives), reduced by any similar benefits received from later employment, as if the Executive had continued employment during such period; or, as an alternative, the Company may elect to pay the Executive cash in lieu of such participation in an amount equal to the Company’s cost sharing amount as of immediately prior to the termination of employment, with any such cash payments to be made in accordance with the ordinary payroll practices of the Company.

E.Any equity incentive awards granted the Executive by the Company which have not vested shall vest in the Executive in full as of the Change in Control, with any time- or service-based vesting conditions deemed to be satisfied and any performance-based vesting conditions to be based on performance as of the end of the calendar quarter ending on or prior to the Change in Control.  

 


 

(iii)It is the intent and agreement of the parties that, absent a written employment agreement superseding this Agreement, the Executive's rights under this Section 5.6 survive the end of the Term by reason of expiration of the Term for the balance of the two (2) year period following a Change in Control that occurs prior to the end of the Term.

5.7.Severance Not in Connection with a Change in Control.  If (x) the Executive is not entitled to the payments and benefits described in Section 5.6 and (y) during the Term either (1) the Company terminates the Term and the Executive’s employment for a reason other than Cause, death or disability or (2) the Executive resigns for Good Reason, subject to Section 13 hereof, the Company shall pay or provide to the Executive the following:

A.The Executive’s Base Salary through the effective date of termination.

B.The Annual Bonus earned for the calendar year immediately preceding the calendar year of termination to the extent not already paid in a lump sum as soon as practicable, and no later than March 15th of the year following the year to which such Annual Bonus relates.

C.An amount (the “Non-Change in Control Severance”) equal to two-times to sum of (i) the Executive’s Base Salary immediately prior to the date of termination and (ii) the average of the Annual Bonuses earned for the three (3) years preceding the year of termination, payable in a lump sum no later than the 60th day after the effective date of termination

D.The Company shall continue to provide to the Executive the Continuing Employee Benefits for a period of twenty-four (24) months following the effective date of the termination (based on such cost sharing and benefits being provided to the Executive on the effective date of termination, but subject to such changes as the Company may adopt from time to time thereafter for its senior executives), reduced by any similar benefits received from later employment, as if the Executive had continued employment during such period; or, as an alternative, the Company may elect to pay the Executive cash in lieu of such participation in an amount equal to the Company’s cost sharing amount as of immediately prior to the termination of employment, with any such cash payments to be made in accordance with the ordinary payroll practices of the Company.

5.8.Return of Documents on Termination.  On termination of the Executive’s employment, the Executive shall promptly return to the Company all Confidential Information, all documents (and all copies thereof) whether in electronic or hard copy form, all equipment and all other property that belongs to the Company except that the Executive may keep a copy of the Executive’s personal contacts so long as all Confidential Information is removed therefrom.

5.9.Release.  The payments and benefits to which the Executive is entitled pursuant to Sections 5.6(ii)(C)-(E) and 5.7(C)-(D) are contingent upon the Executive executing a release agreement in a form reasonably acceptable to the Company, and the applicable revocation period having expired, before the 60th day following effective date of termination.

6.Expenses.  The Company shall reimburse the Executive for his reasonable out-of-pocket expenses incurred pursuant to this Agreement and in connection with the performance of his duties under this Agreement, in accordance with the general policy of the Company.

 


 

7.Non-Assignment.  This Agreement and all of the Executive’s rights and obligations hereunder are personal to the Executive and shall not be assignable; provided, however, that upon his death all of the Executive’s rights to cash payments under this Agreement shall inure to the benefit of his surviving spouse, personal representative, designees or other legal representatives, as the case may be.  Any person, firm or corporation succeeding to the business of the Company by merger, purchase, consolidation or otherwise shall assume by contract or operation of law the obligations of the Company hereunder; provided, however, that the Company shall, notwithstanding such assumption, remain liable and responsible for the fulfillment of its obligations under this Agreement.

8.Arbitration.  In the event of a dispute between the Company and the Executive over the terms of this Agreement which is not settled by the parties, the Company and the Executive agree to settle any and all such disputed issues by arbitration in accordance with the then-existing rules of the American Arbitration Association.  The Company and the Executive shall jointly appoint one person to act as the arbitrator.  In the event the Company and the Executive cannot agree to an arbitrator within thirty (30) days, the arbitrator shall be chosen by the American Arbitration Association.  The decision of the arbitrator shall be binding upon the parties and there shall be no appeal therefrom other than for bias, fraud or misconduct.  The costs of the arbitration, including the fees and expenses of the arbitrator, shall be borne fifty (50%) percent by the Company, on the one hand, and fifty percent (50%) by the Executive, on the other, but each party shall pay its own attorneys’ fees and other professional costs and expenses; provided, however, that if the arbitrator shall rule for the Executive, the Company shall pay or reimburse the Executive’s reasonable attorneys’ fees and other professional costs and expenses and the Executive’s share of the arbitration costs incurred in connection with such arbitration as soon as administratively practicable, and no later than sixty (60) days, after the final decision on arbitration in accordance with the Company’s usual payroll practices (not less frequently than monthly).  Notwithstanding the foregoing, it is specifically understood that the Executive shall remain free to assert and enforce in any court of competent jurisdiction such rights, if any, as the Executive may have under federal law, including without limitation, rights arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination and Employment Act of 1967, as amended, and/or the Americans With Disabilities Act of 1990.  Any decision rendered by the arbitrator, except as provided above, shall be final and binding.

9.Excise Tax Limitation.

9.1.Payment Limitation.  Notwithstanding anything contained in this Agreement (or in any other agreement between the Executive and the Company) to the contrary, to the extent that any payments and benefits provided under this Agreement or payments or benefits provided to, or for the benefit of, the Executive under the Trustmark Corporation 1997 Long Term Incentive Plan, the Trustmark Corporation 2005 Stock and Incentive Compensation Plan, the Trustmark Corporation Amended and Restated Stock and Incentive Compensation Plan or any other plan or agreement of the Company (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Payments shall be reduced if and to the extent that a reduction in the Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than he would have retained had he been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “Limited Payment Amount”).  The Company shall reduce the Payments by first reducing or eliminating payments or benefits

 


 

which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the date the “Determination” (as hereinafter defined) is delivered to the Company and the Executive.

9.2.Determination and Dispute.  The determination as to whether the Payments shall be reduced to the Limited Payment Amount and the amount of such Limited Payment Amount (the “Determination”) shall be made at the Company’s expense by an accounting firm selected by the Company which is designated as one of the four (4) largest accounting firms in the United States or as the Company’s then-current independent auditor, or such other accounting firm reasonably acceptable to the Executive (the “Accounting Firm”).  The Accounting Firm shall provide the Determination in writing, together with detailed supporting calculations and documentation, to the Company and the Executive on or prior to the effective date of termination of the Executive’s employment if applicable, or at such other time as requested by the Company or by the Executive.  Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”) in writing setting forth the precise basis of the dispute.  If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive.

9.3.Excise Tax Is Obligation of the Executive.  Any Excise Tax with respect to the Executive’s Payments shall be the sole obligation of the Executive, subject to any tax withholding obligation imposed on the Company with respect thereto.

10.Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction such invalidity, legality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

11.Other Provisions.

11.1.Notices.  Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission, email, certified, registered or express United States mail, postage prepaid, or overnight delivery service.  Any such notice shall be deemed given when so delivered personally, sent by facsimile transmission, emailed, or if mailed, five (5) days after the date of deposit in the United States mail, or if sent by overnight delivery service, absent proof of earlier delivery, two (2) business days after delivery to or pickup by the overnight delivery service, as follows:

(i)if to the Company, to:

Trustmark Corporation

248 East Capitol Street

Post Office Box 291

Jackson, MS 39205

Attention: Chairman of Human Resources Committee

 


 

(ii)if to the Executive, to the most recent address on file in the Company’s records;

Any party may change its address for notice hereunder by notice to the other parties hereto.

11.2.Entire Agreement.  This Agreement amends and, effective as of the Commencement Date, replaces the Current Agreement.  This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, warranties and agreements, written or oral with respect thereto between the Company and the Executive; provided, however, that any equity compensation awards outstanding on the date of this Agreement shall remain in effect in accordance with their terms except as may otherwise be expressly provided in this Agreement.

11.3.Waivers and Agreements.  This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance.  No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

11.4.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its principle of conflicts of law.

11.5.Counterparts.  This Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

11.6.Headings.  The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

11.7.Withholding Taxes.  The Company may withhold or cause to be withheld from the Executive’s compensation all taxes and other amounts as the Company reasonably determines are required by law to be withheld on such basis as it deems appropriate.

11.8.Payment.  The Company may enter into an agreement with any one or more of its subsidiaries for which the Executive performs services or is an officer regarding which entity will pay any amounts or provide any benefits due to the Executive or his designated beneficiary, surviving spouse, or estate, as the case may be, under this Agreement.

11.9.Clawback.  The Executive agrees that any incentive-based compensation or award the Executive receives, or has received, from the Company or any subsidiary or affiliate, pursuant to this Agreement or otherwise, is subject to clawback by the Company as required by federal law and on such basis as the HR Committee determines.

12.Board Approval.  The effectiveness of this Agreement shall be subject to approval by a majority of the Board entitled to vote on the date hereof.  

 


 

13.Omnibus 409A Provision.

13.1.Intent.  The intent of the parties is that payments and benefits under this Agreement are exempt from the application of Section 409A of the Code or, to the extent not exempt, comply with Section 409A of the Code and applicable guidance issued thereunder and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code.

13.2.No Impermissible Acceleration or Deferral.  Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits that are subject to Section 409A of the Code in any matter which would not be in compliance with Section 409A of the Code.

13.3.Separation from Service.  A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits that are subject to Section 409A of the Code and that are paid upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Section 409A of the Code) and, for purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Section 409A of the Code is paid, references to a “termination” or “termination of employment” or like references shall mean separation from service.  A separation from service shall not occur under Section 409A of the Code unless the Executive has completely severed his employment or contractor relationship with the Company or the Executive has permanently decreased his services (via his employment relationship or his consulting relationship) to less than fifty percent (50%) of the average level of bona fide services over the immediately preceding 36-month period (or the full period if the Executive has been providing services for less than 36 months).  A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Section 409A of the Code.

13.4.Mandatory Payment Deferral to Specified Employee.  If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment or benefit shall not be made or provided prior to the earlier of (1) the expiration of the six-month period measured from the date of the Executive’s separation from service or (2) the date of the Executive’s death (the “409A Deferral Period”).  In the case of benefits that are subject to Section 409A of the Code, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence.  On the first day after the end of the 409A Deferral Period, all payments delayed pursuant to this Section 13.4 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

13.5.Reimbursements.  With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits that are subject to Section 409A of the Code, except

 


 

as permitted by Section 409A of the Code, (1) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (2) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Executive, provided that (2) above shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred.

13.6.Separate Payments.  For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.  If under this Agreement, an amount is to be paid in two or more installments, for purposes of Section 409A of the Code, each installment shall be treated as a separate payment.  In the event any payment payable upon termination of employment would be exempt from Section 409A of the Code under Treasury Regulation § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to the Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment.

13.7.Payment Timing Rule.  When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the effective date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company, in its sole discretion, may utilize any payment rule to adjust the time of payment as is permitted under the fixed, scheduled or other payment rules, as applicable, of Section 409A of the Code and the Treasury Regulations thereunder (such as making a payment up to thirty (30) days early, or making monthly payments in one or more payments during the month). Any payments that are subject to the release requirement described in Section 5.9 and are scheduled to be paid prior to the date the release becomes effective shall be paid in a lump sum, without interest, with the first scheduled payment following the effectiveness of the release and, if any such amounts are subject to Section 409A of the Code and the period during which the Executive has discretion to sign or revoke the release straddles two calendar years, such amounts will be paid without interest in the second calendar year.

13.8.Taxes, Interest and Penalties Are Obligation of the Executive.  Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is to be provided pursuant to this Agreement or otherwise and which is considered deferred compensation subject to Section 409A of the Code fails to comply with, or be exempt from, the requirements of Section 409A of the Code.

[Signature Page Follows]

 


 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

TRUSTMARK CORPORATION

By:Adolphus B. Baker

Adolphus B. Baker

Chairman of the Human Resources Committee

EXECUTIVE

By:/s/ Gerard R. Host

Gerard R. Host

 

 

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Section 4: EX-10.2 (EX-10.2)

trmk-ex102_328.htm

 

Exhibit 10.2

 

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into by Trustmark Corporation, a Mississippi corporation (the “Company”), and Duane A. Dewey (the “Executive”) on October 27, 2020, and is effective as of January 1, 2021.

WHEREAS, the Board of Directors of the Company has elected the Executive to continue to serve as the Company’s President and to become the Company’s Chief Executive Officer effective as of January 1, 2021;

WHEREAS, the Company desires to enter into this Agreement to continue to retain Executive’s services and reflect Executive’s election to the position of Chief Executive Officer;

WHEREAS, Executive has agreed to enter into this Agreement to set forth the terms and conditions of Executive’s continued employment with the Company in his position as President and Chief Executive Officer.

NOW, THEREFORE, in consideration of the mutual premises and agreements herein contained, the parties, intending to be legally bound, hereby agree as follows:

1.Term of Employment; Termination of Current Agreement.  The term (the “Term”) of the Executive’s employment under this Agreement shall commence on the first day of January, 2021 (the “Commencement Date”), and shall continue until December 31, 2025, unless terminated earlier as provided in Section 5.  This Agreement shall replace your current Change in Control Agreement dated February 2014 (the “Current Agreement”), which shall terminate immediately before the Commencement Date.

2.Duties of Employment.  The Executive agrees for the Term to render his services to the Company as its President and Chief Executive Officer, to render his services to the Company’s subsidiary Trustmark National Bank (the “Bank”) as its President and Chief Executive Officer and to hold such other office or position with the Company and/or the Bank as may be reasonably requested by the Board of Directors of the Company (the “Board”), and in connection therewith, to perform such duties commensurate with his office or position as he shall reasonably be directed by the Board to perform.  When and if requested to do so by the Board, the Executive shall serve as a director and officer of any other subsidiary or affiliate of the Company.  The Executive shall perform such duties faithfully and diligently at all times.  Executive represents and warrants that Executive has no contractual commitments or other legal obligations that would prohibit Executive from performing Executive’s duties for the Company.  The Executive shall have no other employment while he is employed by the Company; provided, however, that the Executive may (a) participate in civic, charitable and religious activities, and (b) serve on an advisory board or the board of directors of up to two (2) companies which do not compete with the Company and in such capacity attend regularly scheduled board meetings to the extent approved in writing in advance by the Board.

 


 

3.Compensation and Other Benefits.

3.1.Base Salary.  The Company shall pay to the Executive a base salary for each calendar year of the Term in an amount not less than $700,000 annually.  Such annual salary amount shall be reviewed annually starting with the 2022 calendar year and set for each such year by the Human Resources Committee of the Board, or any successor committee of the Board charged with oversight of and responsibility for executive compensation (the “HR Committee”), and such annual salary amount shall be approved by the Board.  At any time, the HR Committee may reduce the annual salary amount, even to below $700,000, when substantially the same, or more severe, action is being taken with respect to the annual salary of other senior executives.  Payment shall be made in accordance with the Company’s usual payroll practices for senior executives.  The annual base salary set forth in this Section 3.1, as in effect at any particular time, shall hereinafter be referred to as the “Base Salary.”

3.2.Annual Bonus.  In addition to the Base Salary, the Executive shall have the opportunity annually to earn as a bonus seventy-five percent (75%) of his Base Salary or, for years after 2021, such greater percentage of his Base Salary up to a maximum of one hundred percent (100%) as may be approved by the Board (such bonus opportunity, the “Target Award Opportunity”).  In determining the actual bonus earned each year by the Executive (the “Annual Bonus”), the HR Committee shall have the discretion to increase the Annual Bonus above or decrease the Annual Bonus below the Target Award Opportunity for that year.  In so doing the HR Committee’s determination shall be based upon an assessment of the performance of both the Executive and the Company taking into consideration such performance goals as may be established by the HR Committee periodically in consultation with the Executive.  Any Annual Bonus due hereunder shall be payable to the Executive no later than the 15th of the third month following the end of the year to which the Annual Bonus relates.

3.3.Equity Compensation.  The Company will grant to the Executive such equity compensation awards from time to time in such amounts as are determined in the sole discretion of the HR Committee.  Any such awards will be subject to the terms of the applicable equity incentive plan and award agreements.

3.4.Vacation.  The Executive shall be entitled to no less than four (4) weeks of paid vacation for each calendar year of the Term, in accordance with the Company’s applicable vacation policy, as in effect from time to time.

3.5.Participation in Employee Benefit Plans.  The Executive shall be permitted to participate in all group life, medical, dental, vision and disability insurance plans, other health programs, pension plans, similar benefit plans or other so-called “fringe benefit programs” of the Company and its subsidiaries as are now existing or as may hereafter be revised or adopted and offered to senior executives generally, to the extent the Executive is eligible under the eligibility provisions of the relevant plan.

4.Confidentiality, Intellectual Property Rights, Nonsolicitation and Anti-Raiding, and Noncompete.

4.1.Confidentiality.  The Executive covenants and agrees that Confidential Information (as defined below) is a valuable, special, and unique asset of the Company. The Executive

 


 

covenants and agrees that all Confidential Information shall be held in a fiduciary capacity and treated as confidential by him and shall not be disclosed, communicated or divulged by him or used by him for the benefit of any person or entity (other than the Company, its subsidiaries or affiliates) unless expressly authorized in writing by the Board, or unless the Confidential Information becomes generally available to the public otherwise than through disclosure by the Executive. The Executive further agrees that the Executive will use Confidential Information solely for purposes of performing Executive’s job duties for the Company, and that the Executive will return any and all Confidential Information in Executive’s possession upon the request of the Company at any time and at the termination of Executive’s employment. Notwithstanding this Section 4.1, nothing in this Agreement shall prohibit the Executive from reporting possible violations of law to a governmental agency or entity or require the Executive to seek authorization or notify the Company if the Executive makes such reports. The Executive is hereby advised that the Executive may be entitled to immunity from liability for certain disclosures of trade secrets under the Defend Trade Secrets Act, 18 U.S.C. § 1833(b).  The provisions of this Section 4.1 shall survive the expiration or termination of the Term for any reason. As used herein, “Confidential Information” shall mean any and all trade secrets, confidential and proprietary information, and all other information and data of the Company (inclusive of predecessor companies that have been acquired by the Company) that is generally unknown to third persons who could derive economic value from its use or disclosure including, but not limited to, non-public customer information, including customer lists, customer requirements, customer needs, customer purchasing histories, and customer sales trends; product and services cost pricing and varying supplies and vendor information including costs, discount and rebate programs, and logistics information; and operational, financial, and marketing information propriety to or held confidential by the Company. Confidential Information may be contained in writing or in any other tangible medium of expression, including work product created by the Executive in rendering services for the Company.

4.2.Intellectual Property Rights. The Executive agrees that all writings, works of authorship, technology, discoveries, inventions, ideas, improvements and other work product of any nature, that are created, prepared, produced, authored, edited, amended, conceived or reduced to practice by the Executive individually or jointly with others during the period of the Executive’s employment by the Company and relating in any way to the business or contemplated business of the Company (regardless of when or where prepared or whose equipment or other resources is used in preparing the same), and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other tangible embodiments thereof (collectively, “Work Product”) is and will remain the sole and exclusive property of the Company, and the Executive has no interest therein. The Company is and will remain the sole and exclusive owner in all right, title and interest of every kind in and to Work Product, including all rights in and to copyrights, trade secrets, trademarks (and related goodwill), mask works, patents and other intellectual property rights therein arising in any jurisdiction through the world, and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof (collectively, “Intellectual Property Rights”). The Executive acknowledges and agree that, to the extent permitted by applicable law, all Work Product are “works made for hire” by the Executive for the Company as defined in 17 U.S.C. §101, as amended. The Executive further waives all claims to moral rights in any Work Product. To the extent the Executive has any right, title or interest in or to any Work Product, the Executive hereby irrevocably and unconditionally assign and transfer to the Company all such right, title and interest in and to such Work Product, including any associated rights of renewal and all reversionary interests thereof, without further

 


 

consideration. The Executive agrees to execute and deliver such instruments, and take such other action as may be required or requested by the Company, to carry out this assignment.  Further, the Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such instruments on the Executive’s behalf in the Executive’s name and to do all other lawfully permitted acts to transfer Work Product to the Company and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with a request from the Company. The power of attorney is coupled with an interest and will not be impacted by the Executive’s subsequent incapacity. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product so as to be less in any respect than that the Company would have had in the absence of this Agreement.

4.3.Nonsolicitation and Anti-Raiding.

(i)The Executive agrees that during Term and for a period of twenty-four (24) months following the effective date of termination of his employment for any reason, the Executive will not directly or indirectly, either for the Executive’s own accord or through another party or entity (whether as director, officer, consultant, principal, employee, agent or otherwise), take any action, or attempt any action, in any manner: (i) to solicit or divert, or attempt to solicit or divert, any person, concern or entity which is doing business with the Company or any of its subsidiaries at the time of termination of the Executive’s employment from doing business with the Company or any of its subsidiaries or otherwise alter its relationship with the Company or any of its subsidiaries; (ii) to induce or attempt to induce any customer or supplier of the Company or any of its subsidiaries to cease being a customer or supplier of the Company or any of its subsidiaries, or otherwise change its relationship with the Company or its subsidiaries; (iii) to disclose, directly or indirectly, to any person, firm or corporation the names or addresses, or any other information pertaining to them, of any customers or clients of the Company or any of its subsidiaries that the Executive serviced or became acquainted during the Executive’s employment with the Company or any of its subsidiaries; or (iv) to take any other action that is directly or indirectly competitive with the Company or any of its subsidiaries with respect to any customers or clients doing business with the Company or any of its subsidiaries at the time of termination of the Executive’s employment with the Company and its subsidiaries.

(ii)The Executive agrees that during Term and for a period of twenty-four (24) months following the effective date of termination of his employment for any reason, the Executive will not directly or indirectly, either on the Executive’s own accord or through another party or entity (whether as director, officer, consultant, principal, employee, agent or otherwise) attempt in any manner to solicit, employ or otherwise interfere with any of the Company’s or its subsidiaries’ contracts or relationships with any associate, officer, director, shareholder or independent contractor, existing at the time of the termination of the Executive’s employment the Company.

4.4.Noncompete.  The Executive agrees that during the period he is employed hereunder and for a period of twenty-four (24) months following the effective date of termination of his employment for any reason, he will not (except as a representative of the Company or with the prior written consent of the Board), directly or indirectly, engage, participate or make any financial investment, as an employee, director, officer, associate, consultant, agent, independent contractor, lender or investor, in the business of any person, firm, partnership, corporation or other enterprise that is engaged in direct competition with the business of the Company in any geographic area in

 


 

which the Company is conducting such business at the date of termination.  Nothing in this Section 4.4 shall be construed to preclude the Executive from making any investments in the securities of any business enterprise whether or not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange and represent less than one percent (1%) of any class of securities of such business enterprise.  The Executive acknowledges that if his employment with the Company terminates for any reason, he can earn a livelihood without violating the foregoing restrictions and that the time period and scope of the foregoing restrictions are reasonably required for the protection of the Company’s valid business interests.

4.5.Acknowledgement. The Executive has carefully considered the nature and extent of the restrictions upon the Executive, and the rights and remedies conferred upon the Company under this Agreement, and hereby acknowledges and agrees that the same: (i) are reasonable in time and geographical scope and are designed to eliminate activities that would otherwise be unfair to the Company, in light of the protectable interests of the Company and its business operations; (ii) in the event the Executive’s employment with the Company terminates for any reason, will not prevent the Executive from earning a livelihood without violating the above described restrictions; (iii) do not confer a benefit upon the Company disproportionate to any detriment to the Executive; and (iv) are fully required to protect the Company’s legitimate, protectable interests as a leader in the banking and financial services industries involving confidential information including the Company’s goodwill, relationships, confidential information and other legally recognized protectable interests.

4.6.Remedies.  The Executive acknowledges that the Company has a protectable interest in enforcing the provisions of this Section 4 for the full length of Executive’s employment and following the termination of the Executive’s employment as specified herein. The Executive agrees that any violation of any provision of this Section 4 will result in immediate, irreparable harm to the Company and that money damages alone would not be an adequate remedy for any such violation. In addition to the rights and remedies conveyed in this Agreement, the Company shall be entitled, and is expressly and irrevocably authorized by the Executive, to seek specific enforcement and injunctive relief in a court of competent jurisdiction, without posting a bond or other security. This section shall in no manner be construed to limit other causes of action, rights, and relief to which the Company may be entitled. The Executive recognizes that if the Company is successful in obtaining any of the requested relief or damages under the terms of this Agreement, the Executive must pay reasonable attorneys’ fees, costs and expenses incurred by the Company in enforcing and obtaining relief or damages available under this Agreement. Without limiting the generality of the foregoing, the rights and remedies of the Company, and Executive’s obligations under this Agreement, are in addition to any respective rights, remedies and obligations, including the right to retain the Change in Control Severance Payments (as defined below) or Non-Change in Control Severance Payments (as defined below), under applicable law (including, but not limited to, laws relating to misappropriation of trade secrets) and under any other agreement between the Executive and the Company. The Executive agrees that Company or its successors or assigns may retain any Change in Control Severance Payments (as defined below) or Non-Change in Control Severance Payments (as defined below) as partially liquidated damages for such breach and not as a penalty.

 


 

5.Termination and Severance.

5.1.Notice of Termination.  Subject to the provisions of this Agreement, the Company and the Executive may terminate the Term on thirty (30) days written notice to the other party, which notice shall specify in detail the cause for termination, except that no prior written notice need be given by the Company in the event it terminates the Executive’s employment hereunder for Cause (subject to applicable cure provisions).

5.2.Voluntary Resignation without Good Reason.  The Executive may voluntarily terminate the Term and resign from employment with the Company by written notice to the Company specifying the effective date of such resignation.  Upon receipt of such notice, the Company shall have the right to terminate the Term immediately or at such other date as the Company may elect by written notice to the Executive and, in such event the termination shall be treated as a voluntary termination without Good Reason by the Executive.  Thereafter, the Company shall have no further obligations or liabilities to the Executive, except for obligations to pay the Executive (1) any unpaid Base Salary earned through the effective date of termination; and (2) the Annual Bonus earned for the calendar year immediately preceding the calendar year of termination to the extent not already paid.  

5.3.Death or Disability. In the event of the Executive’s death during the Term, the Term and the Executive’s employment shall terminate automatically. If the Executive becomes physically or mentally disabled during the Term so that he is unable to perform the services required of him pursuant to this Agreement for a period of ninety (90) days, the Company may terminate the Term and the Executive’s employment hereunder effective the 91st day after the date of such disability. In the event of a termination of employment due to death or disability, the Company shall pay to Executive (or in the case of Executive’s death, his designated beneficiary who survives him, or if none, to his surviving spouse, or if none, to his estate) (1) any unpaid Base Salary earned through the effective date of date of termination, (2) the Annual Bonus earned for the calendar year immediately preceding the calendar year of termination to the extent not already paid, and (3) a pro-rata share of the Target Award Opportunity for the calendar year of the Executive’s termination (calculated on the basis of the number of days elapsed in such year through the date of termination).  The Company shall pay to the Executive (or in the case of Executive’s death, Executive’s designated beneficiary, surviving spouse, or estate (as applicable)) such Annual Bonus in a lump sum as soon as practicable, and no later than March 15th of the year following the year to which such Annual Bonus relates, and shall also pay the pro-rata share of the Target Award Opportunity in a single lump sum no later than the 60th day following termination of the Executive’s employment.

5.4.Cause.

(i)The Company may terminate the Executive’s employment during the Term for Cause.  For purposes of this Agreement, “Cause” shall mean that the Executive has (1) committed an act of personal dishonesty, embezzlement or fraud; (2) misused alcohol or drugs; (3) failed to pay any obligation owed to the Company or any subsidiary or affiliate; (4) breached a fiduciary duty or deliberately disregarded any rule of the Company or any subsidiary or affiliate; (5) committed an act of willful misconduct or intentionally failed to perform stated duties; (6) willfully violated any law, rule or regulation (other than misdemeanors, traffic violations or similar offenses) or any final cease-and-desist order; (7) disclosed without authorization any Confidential

 


 

Information of the Company or any subsidiary or affiliate, or engaged in any conduct constituting unfair competition, or induced any customer of the Company or any subsidiary or affiliate to breach a contract with the Company or any subsidiary or affiliate; (8) been convicted of, or entered a guilty plea or plea of no contest to, any felony or misdemeanor involving moral turpitude; (9) continually failed to perform substantially his duties with and responsibilities to the Company (other than any such failure resulting from incapacity due to Disability) after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities; (10) violated in any material respect the Company’s, the Bank’s or any other subsidiary’s policies or procedures, including without limitation, the Code of Ethics; or (11) engaged in conduct that has resulted, or if it became known by any regulatory or governmental agency or the public is reasonably likely to result, in the good faith judgment of the Board, in material injury to the Company or any of its subsidiaries or affiliates, whether monetary, reputational or otherwise.

(ii)The Company may place the Executive on paid leave for up to thirty (30) days while it is determining whether there is a basis to terminate the Executive’s employment for Cause. Any such action by the Company will not constitute Good Reason (as defined below).

(iii)If, in the Company’s reasonable discretion, it is possible for the Executive to cure the grounds for Cause, the Executive shall be entitled to written notice from the Company of such grounds and the Executive shall have thirty (30) days after Executive’s receipt of such notice to cure such grounds, provided that any such cure must be to the Company’s reasonable satisfaction. The Company may terminate Executive’s employment immediately if the Company determines (A) that it is not possible for the Executive to cure the grounds for Cause, or (B) that following the expiration of the cure period, the grounds for Cause have not been cured.

(iv)If at any time during the Term the Company shall terminate the Executive for Cause the Company shall pay the Executive any unpaid Base Salary through the effective date of termination.

(v)For purposes of this Agreement and notwithstanding any other provision hereof, the Executive’s employment shall be deemed to have terminated for Cause if, after the Executive’s employment has ended for any reason, facts and circumstances are discovered no later than three (3) years after the Executive’s cessation of employment that would have justified, in the opinion of the Company, a termination for Cause. In such event, any payments or benefits provided to the Executive under this Agreement in connection with his termination of employment other than those which would be provided on a termination for Cause shall be forfeited, and any such payments or benefits previously received by the Executive pursuant to this Agreement in connection with his termination of employment in excess of those which would be provided on a termination for Cause shall be returned to the Company.

5.5.Good Reason.  “Good Reason” shall mean, without the Executive’s written consent, (1) a material diminution in the Executive’s authority, duties or responsibilities; (2) a material breach of this Agreement by the Company; (3) a relocation of the executive offices of the Company to a location more than 50 miles outside of Jackson, Mississippi; or (4) the failure of the Executive to be named as the Chief Executive Officer of any successor by merger to the Company. Notwithstanding the foregoing, no Good Reason shall be considered to exist if the Company has

 


 

Cause to terminate the Executive’s employment; provided, however, the Executive has given written notice to the Company of the condition that could constitute “Good Reason” within thirty (30) days of the initial existence of such condition, such condition has not been remedied by the Company within thirty (30) days following receipt of such written notice and the Executive elects to terminate the Executive’s employment within thirty (30) days following the expiration of such cure period.

5.6.Severance in Connection with a Change in Control.  If both (x) the Company experiences a Change in Control at any time during the Term and (y) at the occurrence of, or within two (2) years after, the Change in Control either (1) the Executive’s employment is terminated by the Company other than for Cause, death, or disability or (2) the Executive resigns for Good Reason, the following provisions shall apply:

(i)Change in Control” shall mean any one of the following events occurring on or after the Commencement Date: (1) the acquisition by any person of ownership of, holding of or power to vote more than twenty percent (20%) of the Company’s voting stock, (2) the acquisition by any person of the ability to control the election of a majority of the Company’s Board, (3) the acquisition of a controlling influence over the management or policies of the Company by any person or by persons acting as a “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), or (4) during any period of two consecutive years, individuals (the “Continuing Directors”) who at the beginning of such period constitute the Board (the “Existing Board”) cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director.  Notwithstanding the foregoing, in the case of (1), (2) and (3) hereof, ownership or control of the Company’s voting stock by any subsidiary of the Company or any employee benefit plan sponsored by the Company or any subsidiary shall not constitute a Change in Control.  For purposes of this subparagraph, the term “person” refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization of any other form of entity not specifically listed herein;

(ii)Subject to Section 13 hereof, the Company shall pay or provide to the Executive the following:

A.Executive’s Base Salary through the effective date of termination.

B.The Annual Bonus earned for the calendar year immediately preceding the calendar year of termination to the extent not already paid as soon as practicable, and no later than March 15th of the year following the year to which such Annual Bonus relates.

C.An amount (the “Change in Control Severance”) equal to three-times the sum of (i) the Executive’s Base Salary immediately prior to the Change in Control and (ii) the average of the Annual Bonuses earned for the three (3) years preceding the year of the Change in Control, payable in a lump sum no later than the 60th day after the effective date of termination.

D.The Company shall continue to provide to the Executive the medical, dental and vision coverage provided by the Company or any subsidiary or affiliate (the “Continuing Employee Benefits”) for thirty-six (36) months following the effective date of

 


 

termination (based on such cost sharing and benefits being provided to the Executive on the effective date of termination, but subject to such changes as the Company may adopt from time to time thereafter for its senior executives), reduced by any similar benefits received from later employment, as if the Executive had continued employment during such period; or, as an alternative, the Company may elect to pay the Executive cash in lieu of such participation in an amount equal to the Company’s cost sharing amount as of immediately prior to the termination of employment, with any such cash payments to be made in accordance with the ordinary payroll practices of the Company.

E.Any equity incentive awards granted the Executive by the Company which have not vested shall vest in the Executive in full as of the Change in Control, with any time- or service-based vesting conditions deemed to be satisfied and any performance-based vesting conditions to be based on performance as of the end of the calendar quarter ending on or prior to the Change in Control.  

(iii)It is the intent and agreement of the parties that, absent a written employment agreement superseding this Agreement, the Executive's rights under this Section 5.6 survive the end of the Term by reason of expiration of the Term for the balance of the two (2) year period following a Change in Control that occurs prior to the end of the Term.

5.7.Severance Not in Connection with a Change in Control.  If (x) the Executive is not entitled to the payments and benefits described in Section 5.6 and (y) during the Term either (1) the Company terminates the Term and the Executive’s employment for a reason other than Cause, death or disability or (2) the Executive resigns for Good Reason, subject to Section 13 hereof, the Company shall pay or provide to the Executive the following:

A.The Executive’s Base Salary through the effective date of termination.

B.The Annual Bonus earned for the calendar year immediately preceding the calendar year of termination to the extent not already paid in a lump sum as soon as practicable, and no later than March 15th of the year following the year to which such Annual Bonus relates.

C.An amount (the “Non-Change in Control Severance”) equal to two-times to sum of (i) the Executive’s Base Salary immediately prior to the date of termination and (ii) the average of the Annual Bonuses earned for the three (3) years preceding the year of termination, payable in a lump sum no later than the 60th day after the effective date of termination

D.The Company shall continue to provide to the Executive the Continuing Employee Benefits for a period of twenty-four (24) months following the effective date of the termination (based on such cost sharing and benefits being provided to the Executive on the effective date of termination, but subject to such changes as the Company may adopt from time to time thereafter for its senior executives), reduced by any similar benefits received from later employment, as if the Executive had continued employment during such period; or, as an alternative, the Company may elect to pay the Executive cash in lieu of such participation in an amount equal to the Company’s cost sharing amount as of immediately prior to the termination of

 


 

employment, with any such cash payments to be made in accordance with the ordinary payroll practices of the Company.

5.8.Return of Documents on Termination.  On termination of the Executive’s employment, the Executive shall promptly return to the Company all Confidential Information, all documents (and all copies thereof) whether in electronic or hard copy form, all equipment and all other property that belongs to the Company except that the Executive may keep a copy of the Executive’s personal contacts so long as all Confidential Information is removed therefrom.

5.9.Release.  The payments and benefits to which the Executive is entitled pursuant to Sections 5.6(ii)(C)-(E) and 5.7(C)-(D) are contingent upon the Executive executing a release agreement in a form reasonably acceptable to the Company, and the applicable revocation period having expired, before the 60th day following effective date of termination.

6.Expenses.  The Company shall reimburse the Executive for his reasonable out-of-pocket expenses incurred pursuant to this Agreement and in connection with the performance of his duties under this Agreement, in accordance with the general policy of the Company.

7.Non-Assignment.  This Agreement and all of the Executive’s rights and obligations hereunder are personal to the Executive and shall not be assignable; provided, however, that upon his death all of the Executive’s rights to cash payments under this Agreement shall inure to the benefit of his surviving spouse, personal representative, designees or other legal representatives, as the case may be.  Any person, firm or corporation succeeding to the business of the Company by merger, purchase, consolidation or otherwise shall assume by contract or operation of law the obligations of the Company hereunder; provided, however, that the Company shall, notwithstanding such assumption, remain liable and responsible for the fulfillment of its obligations under this Agreement.

8.Arbitration.  In the event of a dispute between the Company and the Executive over the terms of this Agreement which is not settled by the parties, the Company and the Executive agree to settle any and all such disputed issues by arbitration in accordance with the then-existing rules of the American Arbitration Association.  The Company and the Executive shall jointly appoint one person to act as the arbitrator.  In the event the Company and the Executive cannot agree to an arbitrator within thirty (30) days, the arbitrator shall be chosen by the American Arbitration Association.  The decision of the arbitrator shall be binding upon the parties and there shall be no appeal therefrom other than for bias, fraud or misconduct.  The costs of the arbitration, including the fees and expenses of the arbitrator, shall be borne fifty (50%) percent by the Company, on the one hand, and fifty percent (50%) by the Executive, on the other, but each party shall pay its own attorneys’ fees and other professional costs and expenses; provided, however, that if the arbitrator shall rule for the Executive, the Company shall pay or reimburse the Executive’s reasonable attorneys’ fees and other professional costs and expenses and the Executive’s share of the arbitration costs incurred in connection with such arbitration as soon as administratively practicable, and no later than sixty (60) days, after the final decision on arbitration in accordance with the Company’s usual payroll practices (not less frequently than monthly).  Notwithstanding the foregoing, it is specifically understood that the Executive shall remain free to assert and enforce in any court of competent jurisdiction such rights, if any, as the Executive may have under federal law, including without limitation, rights arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination and Employment Act of 1967, as amended, and/or the Americans

 


 

With Disabilities Act of 1990.  Any decision rendered by the arbitrator, except as provided above, shall be final and binding.

9.Excise Tax Limitation.

9.1.Payment Limitation.  Notwithstanding anything contained in this Agreement (or in any other agreement between the Executive and the Company) to the contrary, to the extent that any payments and benefits provided under this Agreement or payments or benefits provided to, or for the benefit of, the Executive under the Trustmark Corporation 1997 Long Term Incentive Plan, the Trustmark Corporation 2005 Stock and Incentive Compensation Plan, the Trustmark Corporation Amended and Restated Stock and Incentive Compensation Plan or any other plan or agreement of the Company (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Payments shall be reduced if and to the extent that a reduction in the Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than he would have retained had he been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “Limited Payment Amount”).  The Company shall reduce the Payments by first reducing or eliminating payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the date the “Determination” (as hereinafter defined) is delivered to the Company and the Executive.

9.2.Determination and Dispute.  The determination as to whether the Payments shall be reduced to the Limited Payment Amount and the amount of such Limited Payment Amount (the “Determination”) shall be made at the Company’s expense by an accounting firm selected by the Company which is designated as one of the four (4) largest accounting firms in the United States or as the Company’s then-current independent auditor, or such other accounting firm reasonably acceptable to the Executive (the “Accounting Firm”).  The Accounting Firm shall provide the Determination in writing, together with detailed supporting calculations and documentation, to the Company and the Executive on or prior to the effective date of termination of the Executive’s employment if applicable, or at such other time as requested by the Company or by the Executive.  Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”) in writing setting forth the precise basis of the dispute.  If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive.

9.3.Excise Tax Is Obligation of the Executive.  Any Excise Tax with respect to the Executive’s Payments shall be the sole obligation of the Executive, subject to any tax withholding obligation imposed on the Company with respect thereto.

10.Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction such invalidity, legality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

 


 

11.Other Provisions.

11.1.Notices.  Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission, email, certified, registered or express United States mail, postage prepaid, or overnight delivery service.  Any such notice shall be deemed given when so delivered personally, sent by facsimile transmission, emailed, or if mailed, five (5) days after the date of deposit in the United States mail, or if sent by overnight delivery service, absent proof of earlier delivery, two (2) business days after delivery to or pickup by the overnight delivery service, as follows:

(i)if to the Company, to:

Trustmark Corporation

248 East Capitol Street

Post Office Box 291

Jackson, MS 39205

Attention: Chairman of Human Resources Committee

(ii)if to the Executive, to the most recent address on file in the Company’s records;

Any party may change its address for notice hereunder by notice to the other parties hereto.

11.2.Entire Agreement.  This Agreement amends and, effective as of the Commencement Date, replaces the Current Agreement.  This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, warranties and agreements, written or oral with respect thereto between the Company and the Executive; provided, however, that any equity compensation awards outstanding on the date of this Agreement shall remain in effect in accordance with their terms except as may otherwise be expressly provided in this Agreement.

11.3.Waivers and Agreements.  This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance.  No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

11.4.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its principle of conflicts of law.

11.5.Counterparts.  This Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

11.6.Headings.  The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

 


 

11.7.Withholding Taxes.  The Company may withhold or cause to be withheld from the Executive’s compensation all taxes and other amounts as the Company reasonably determines are required by law to be withheld on such basis as it deems appropriate.

11.8.Payment.  The Company may enter into an agreement with any one or more of its subsidiaries for which the Executive performs services or is an officer regarding which entity will pay any amounts or provide any benefits due to the Executive or his designated beneficiary, surviving spouse, or estate, as the case may be, under this Agreement.

11.9.Clawback.  The Executive agrees that any incentive-based compensation or award the Executive receives, or has received, from the Company or any subsidiary or affiliate, pursuant to this Agreement or otherwise, is subject to clawback by the Company as required by federal law and on such basis as the HR Committee determines.

12.Board Approval.  The effectiveness of this Agreement shall be subject to approval by a majority of the Board entitled to vote on the date hereof.  

13.Omnibus 409A Provision.

13.1.Intent.  The intent of the parties is that payments and benefits under this Agreement are exempt from the application of Section 409A of the Code or, to the extent not exempt, comply with Section 409A of the Code and applicable guidance issued thereunder and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code.

13.2.No Impermissible Acceleration or Deferral.  Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits that are subject to Section 409A of the Code in any matter which would not be in compliance with Section 409A of the Code.

13.3.Separation from Service.  A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits that are subject to Section 409A of the Code and that are paid upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Section 409A of the Code) and, for purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Section 409A of the Code is paid, references to a “termination” or “termination of employment” or like references shall mean separation from service.  A separation from service shall not occur under Section 409A of the Code unless the Executive has completely severed his employment or contractor relationship with the Company or the Executive has permanently decreased his services (via his employment relationship or his consulting relationship) to less than fifty percent (50%) of the average level of bona fide services over the immediately preceding 36-month period (or the full period if the Executive has been providing services for less than 36 months).  A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Section 409A of the Code.

13.4.Mandatory Payment Deferral to Specified Employee.  If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification

 


 

methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment or benefit shall not be made or provided prior to the earlier of (1) the expiration of the six-month period measured from the date of the Executive’s separation from service or (2) the date of the Executive’s death (the “409A Deferral Period”).  In the case of benefits that are subject to Section 409A of the Code, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six-month delay period and then be reimbursed by the Company thereafter when delayed payments are made pursuant to the next sentence.  On the first day after the end of the 409A Deferral Period, all payments delayed pursuant to this Section 13.4 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

13.5.Reimbursements.  With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits that are subject to Section 409A of the Code, except as permitted by Section 409A of the Code, (1) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (2) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Executive, provided that (2) above shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred.

13.6.Separate Payments.  For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.  If under this Agreement, an amount is to be paid in two or more installments, for purposes of Section 409A of the Code, each installment shall be treated as a separate payment.  In the event any payment payable upon termination of employment would be exempt from Section 409A of the Code under Treasury Regulation § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to the Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment.

13.7.Payment Timing Rule.  When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the effective date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. The Company, in its sole discretion, may utilize any payment rule to adjust the time of payment as is permitted under the fixed, scheduled or other payment rules, as applicable, of Section 409A of the Code and the Treasury Regulations thereunder (such as making a payment up to thirty (30) days early, or making monthly payments in one or more payments during the month). Any payments that are subject to the release requirement described in Section 5.9 and are scheduled to be paid prior to the date the release becomes effective shall be paid in a lump sum, without interest, with the first scheduled payment following the effectiveness of the release and, if any such amounts are subject to Section 409A of the Code and

 


 

the period during which the Executive has discretion to sign or revoke the release straddles two calendar years, such amounts will be paid without interest in the second calendar year.

13.8.Taxes, Interest and Penalties Are Obligation of the Executive.  Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is to be provided pursuant to this Agreement or otherwise and which is considered deferred compensation subject to Section 409A of the Code fails to comply with, or be exempt from, the requirements of Section 409A of the Code.

[Signature Page Follows]

 


 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

TRUSTMARK CORPORATION

By:/s/ Adolphus B/ Baker

Adolphus B. Baker

Chairman of the Human Resources Committee

EXECUTIVE

By:/s/ Duane A. Dewey

Duane A. Dewey

 

 

(Back To Top)

Section 5: EX-99.1 (EX-99.1)

trmk-ex991_6.htm

Exhibit 99.1

News Release

Trustmark Corporation Announces Third Quarter 2020 Financial Results

Performance reflects value of diversified financial services businesses

 

JACKSON, Miss. – October 27, 2020 – Trustmark Corporation (Nasdaq:TRMK) reported net income of $54.4 million in the third quarter of 2020, representing diluted earnings per share of $0.86.  This level of earnings resulted in a return on average tangible equity of 16.82% and a return on average assets of 1.37%.  Trustmark’s Board of Directors declared a quarterly cash dividend of $0.23 per share payable December 15, 2020, to shareholders of record on December 1, 2020.  

 

Third Quarter Highlights

Pre-tax, pre-provision income totaled $62.9 million, a linked-quarter increase of 1.4% and year-over-year increase of 26.0%.  Please refer to the Consolidated Financial Information, Footnote 9 – Non-GAAP Financial Measures.

Noninterest income represented 41.0% of revenue in the third quarter and increased 6.0% from the prior quarter

Maintained strong capital position with CET1 ratio of 11.36% and total risk-based capital ratio of 12.88%

 

Gerard R. Host, Chairman and CEO, stated, “Our third quarter results demonstrate the value of our diversified financial services businesses with strong performance in both our banking and noninterest lines of business.  Loans held for investment increased 6.8% year-over-year, and mortgage loan production was up over 56% year-over-year.  We experienced significant year-over-year growth in pre-tax, pre-provision income, and we maintained our solid capital base and liquidity position.  Trustmark remains committed to ensuring the safety of customers and associates and supporting local economies in this challenging environment.  We continue to focus on serving customers and creating long-term value for shareholders.”

 

Balance Sheet Management

Loans held for investment increased $187.9 million from the prior quarter and $624.1 million year-over-year

Gross PPP loans totaled $970.0 million at September 30, 2020

Noninterest bearing deposits increased $83.5 million linked-quarter and represented 30.0% of total deposits at September 30, 2020

 

Loans held for investment totaled $9.8 billion at September 30, 2020, reflecting an increase of 1.9% linked-quarter and 6.8% year-over-year.  The linked-quarter growth was driven primarily by construction and development loans and commercial real estate loans.  At September 30, 2020, Trustmark’s gross Paycheck Protection Program (PPP) loans totaled $970.0 million.  Net of deferred fees and costs of $25.7 million, PPP loans totaled $944.3 million.  Collectively, loans held for investment and PPP loans totaled $10.8 billion at the end of the third quarter of 2020.  

 

Deposits totaled $13.2 billion at September 30, 2020, down $283.1 million, or 2.1%, from the prior quarter.  However, deposits are up $2.0 billion, or 17.5%, year-over-year primarily reflecting the impact of additional customer liquidity associated with PPP loans and government stimulus payments.  Interest-bearing deposit costs totaled 0.31% for the third quarter, a decrease of 6 basis points linked-quarter.  Trustmark continues to maintain an attractive, low-cost deposit base with approximately 62% of deposit balances in checking accounts.  The total cost of interest-bearing liabilities was 0.33% for the third quarter of 2020, a decrease of 6 basis points from the prior quarter.  

 

Trustmark’s capital position remained solid, reflecting the strength and diversity of its financial services businesses.  At September 30, 2020, Trustmark’s tangible equity to tangible assets ratio was 8.68%, while the total risk-based capital ratio was 12.88%.  

 

Credit Quality

Allowance for credit losses represented 1.24% of loans held for investment and 593.72% of nonperforming loans, excluding individually evaluated loans

Net recoveries totaled $1.1 million in the third quarter

Other real estate declined 11.1% from the prior quarter and 49.2% year-over-year

Approximately 2% of the loans held for investment portfolio remained under a concession at September 30, 2020

 

Allocation of Trustmark's $122.0 million allowance for credit losses on loans held for investment represented 1.20% of commercial loans and 1.41% of consumer and home mortgage loans, resulting in an allowance for credit losses to total loans held for investment of 1.24% at September 30, 2020, representing a level management considers commensurate with the present risk in the loan portfolio.  Trustmark recorded a provision for credit losses of $1.8 million in the third quarter.  

 

Nonperforming loans totaled $53.9 million at September 30, 2020, up $3.9 million from the prior quarter and down $5.2 million year-over-year.  Other real estate totaled $16.2 million, reflecting a $2.0 million decrease from the prior quarter and down $15.7 million from the prior year.  Collectively, nonperforming assets totaled $70.1 million, reflecting a linked-quarter increase of $1.8 million and a year-over-year decrease of $20.9 million.

 

Revenue Generation

Revenue in the third quarter, excluding interest and fees on PPP loans, totaled $173.2 million, up 2.2% from the prior quarter and 12.1% year-over-year

Noninterest income totaled $73.7 million in the third quarter, up 6.0% from the prior quarter and 52.5% year-over-year

Mortgage loan production in the third quarter totaled $885.8 million, an increase of 3.8% from the prior quarter and a 56.5% increase year-over-year

 

Revenue in the third quarter totaled $179.9 million, up 3.1% from the prior quarter and up 14.7% from the same quarter in the prior year.  Excluding $6.7 million of interest and fees on PPP loans, revenue totaled $173.2 million in the third quarter, up 2.2% from the prior quarter and up 12.1% year-over-year.  The linked-quarter and year-over-year changes primarily reflect higher noninterest income.  Net interest income (FTE) in the third quarter totaled $109.2 million, resulting in a net interest margin of 3.03%.  Excluding PPP loans, the net interest margin totaled 3.05%, a linked-quarter decline of 9 basis points.  Continued low interest rates decreased the yield on the loans held for investment and held for sale portfolio as well as the securities portfolio and were partially offset by lower costs of interest-bearing deposits.  Relative to the prior quarter, net interest income (FTE) increased $1.2 million as a $327 thousand reduction in interest income was more than offset by a $1.5 million reduction in interest expense.  

 

Noninterest income in the third quarter totaled $73.7 million, an increase of $4.2 million from the prior quarter and an increase of $25.4 million year-over-year.  The linked-quarter change reflects increases in mortgage banking revenue, service charges on deposit accounts and bank card and other fees.  Mortgage banking revenue before hedge ineffectiveness totaled $35.6 million in the third quarter, in line with the prior quarter.  Third quarter results include $815 thousand in positive net hedge ineffectiveness.  Mortgage loan production in the third quarter totaled $885.8 million, up $32.5 million from the prior quarter and $319.6 million from the same period in the prior year.  Gain on sale of loans, net totaled $34.5 million in the third quarter, up $394 thousand from the prior quarter.  Mortgage banking revenue totaled $36.4 million in the third quarter, up $2.7 million from the prior quarter and $28.3 million from the same period in the prior year.


 

Insurance revenue totaled $11.6 million in the third quarter, a seasonal decline of 2.6% from the prior quarter and an increase of 4.4% year-over-year due to higher property and casualty commissions.  Wealth management revenue in the third quarter totaled $7.7 million, in line with the prior quarter and the same period in the prior year as increases in brokerage and investment services were offset by a decline in trust management fees.  

 

Bank card and other fees increased $1.1 million, or 14.6%, from the prior quarter, reflecting higher customer derivative revenue and interchange income.  Service charges on deposit accounts increased $1.2 million, or 18.4%, from the prior quarter as customers gradually returned to more normal pre-pandemic activities.  

 

Noninterest Expense

Total expenses were $114.0 million in the third quarter, down $4.7 million, or 4.0%, from the prior quarter

Adjusted expenses, which excludes amortization of intangibles, ORE expense and credit losses for off-balance sheet credit exposures, increased $3.6 million, or 3.2%, from the prior quarter.  Please refer to the Consolidated Financial Information, Footnote 9 – Non-GAAP Financial Measures.

 

Adjusted noninterest expenses totaled $114.6 million for the third quarter, representing an increase of 3.2% from the prior quarter.  Salaries and employee benefits increased $1.2 million due to increases in salaries, commissions, and performance-based incentives.  Services and fees increased due to continued investment in technology.  Net occupancy-premises experienced a normal seasonal increase.  Other adjusted noninterest expenses rose $1.5 million principally due to loan expense related to loan volumes and a non-cash charge for the realignment of branch offices.  

 

In the third quarter, the credit loss expense related to off-balance sheet exposures was a negative $3.0 million, a decline of $9.2 million from the prior quarter.  The decline primarily reflects improvement of the macroeconomic factors used to determine the necessary reserves for off-balance sheet exposures.  Other real estate expense, net increased $932 thousand primarily due to write-downs.  Total expenses for the third quarter declined $4.7 million, or 4.0%, from the prior quarter, as the decline in credit loss expense was partially offset by an increase in adjusted noninterest expense.  

 

Trustmark continues to focus on identifying efficiency opportunities in operations and delivery channels as well as utilizing technology solutions to streamline processes and improve the customer experience.  Year-to-date, Trustmark has consolidated six offices across the franchise.  In addition, Trustmark is in the process of converting select drive-thru only branches to interactive teller machines which will provide extended hours for additional customer convenience while reducing servicing costs.  Trustmark remains committed to investments to promote profitable revenue growth and reallocating resources to reflect changing customer preferences.

 

Additional Information

As previously announced, Trustmark will conduct a conference call with analysts on Wednesday, October 28, 2020 at 8:30 a.m. Central Time to discuss the Corporation’s financial results.  Interested parties may listen to the conference call by dialing (877) 317-3051 or by clicking on the link provided under the Investor Relations section of our website at www.trustmark.com.  A replay of the conference call will also be available through Wednesday, November 11, 2020, in archived format at the same web address or by calling (877) 344-7529, passcode 10148374.

 

Trustmark is a financial services company providing banking and financial solutions through 187 offices in Alabama, Florida, Mississippi, Tennessee and Texas.

 

Forward-Looking Statements

Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “seek,” “continue,” “could,” “would,” “future” or the negative of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other “forward-looking” information. These forward-looking statements include, but are not limited to, statements relating to anticipated future operating and financial performance measures, including net interest margin, credit quality, business initiatives, growth opportunities and growth rates, among other things, and encompass any estimate, prediction, expectation, projection, opinion, anticipation, outlook or statement of belief included therein as well as the management assumptions underlying these forward-looking statements. You should be aware that the occurrence of the events described under the caption “Risk Factors” in Trustmark’s filings with the Securities and Exchange Commission (SEC) could have an adverse effect on our business, results of operations and financial condition. Should one or more of these risks materialize, or should any such underlying assumptions prove to be significantly different, actual results may vary significantly from those anticipated, estimated, projected or expected. Furthermore, many of these risks and uncertainties are currently amplified by and may continue to be amplified by or may, in the future, be amplified by, the novel coronavirus (COVID-19) pandemic, and also by the effectiveness of varying governmental responses in ameliorating the impact of the pandemic on our customers and the economies where they operate.

 

Risks that could cause actual results to differ materially from current expectations of Management include, but are not limited to, changes in the level of nonperforming assets and charge-offs, an increase in unemployment levels and slowdowns in economic growth, the effects of the COVID-19 pandemic on the domestic and global economy, as well as the effectiveness of actions of federal, state and local governments and agencies (including the Board of Governors of the Federal Reserve Board (FRB)) to mitigate its spread and economic impact, local, state and national economic and market conditions, conditions in the housing and real estate markets in the regions in which Trustmark operates and the extent and duration of the current volatility in the credit and financial markets, levels of and volatility in crude oil prices, changes in our ability to measure the fair value of assets in our portfolio, material changes in the level and/or volatility of market interest rates, the performance and demand for the products and services we offer, including the level and timing of withdrawals from our deposit accounts, the costs and effects of litigation and of unexpected or adverse outcomes in such litigation, our ability to attract noninterest-bearing deposits and other low-cost funds, competition in loan and deposit pricing, as well as the entry of new competitors into our markets through de novo expansion and acquisitions, economic conditions, including the potential impact of issues related to the European financial system and monetary and other governmental actions designed to address credit, securities, and/or commodity markets, the enactment of legislation and changes in existing regulations or enforcement practices or the adoption of new regulations, changes in accounting standards and practices, including changes in the interpretation of existing standards, that affect our consolidated financial statements, changes in consumer spending, borrowings and savings habits, technological changes, changes in the financial performance or condition of our borrowers, particularly with respect to the COVID-19 pandemic, changes in our ability to control expenses, greater than expected costs or difficulties related to the integration of acquisitions or new products and lines of business, cyber-attacks and other breaches which could affect our information system security, natural disasters, environmental disasters, pandemics or other health crises, acts of war or terrorism, and other risks described in our filings with the SEC.

 



Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Except as required by law, we undertake no obligation to update or revise any of this information, whether as the result of new information, future events or developments or otherwise.

 

 

Trustmark Investor Contacts:

Trustmark Media Contact:

Louis E. Greer

Melanie A. Morgan

Treasurer and

Senior Vice President

Principal Financial Officer

601-208-2979

601-208-2310

 

 

F. Joseph Rein, Jr.

Senior Vice President

601-208-6898

 

 


 

TRUSTMARK CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED FINANCIAL INFORMATION

 

September 30, 2020

 

($ in thousands)

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Linked Quarter

 

 

Year over Year

 

QUARTERLY AVERAGE BALANCES

9/30/2020

 

 

6/30/2020

 

 

9/30/2019

 

 

$ Change

 

 

% Change

 

 

$ Change

 

 

% Change

 

Securities AFS-taxable

$

1,857,050

 

 

$

1,724,320

 

 

$

1,570,803

 

 

$

132,730

 

 

 

7.7

%

 

$

286,247

 

 

 

18.2

%

Securities AFS-nontaxable

 

5,973

 

 

 

9,827

 

 

 

25,096

 

 

 

(3,854

)

 

 

-39.2

%

 

 

(19,123

)

 

 

-76.2

%

Securities HTM-taxable

 

608,585

 

 

 

655,085

 

 

 

778,098

 

 

 

(46,500

)

 

 

-7.1

%

 

 

(169,513

)

 

 

-21.8

%

Securities HTM-nontaxable

 

25,508

 

 

 

25,538

 

 

 

26,088

 

 

 

(30

)

 

 

-0.1

%

 

 

(580

)

 

 

-2.2

%

Total securities

 

2,497,116

 

 

 

2,414,770

 

 

 

2,400,085

 

 

 

82,346

 

 

 

3.4

%

 

 

97,031

 

 

 

4.0

%

Paycheck protection program loans (PPP)

 

941,456

 

 

 

764,416

 

 

 

 

 

 

177,040

 

 

 

23.2

%

 

 

941,456

 

 

n/m

 

Loans (includes loans held for sale) (1)

 

10,162,379

 

 

 

9,908,132

 

 

 

9,436,287

 

 

 

254,247

 

 

 

2.6

%

 

 

726,092

 

 

 

7.7

%

Acquired loans (1)

 

 

 

 

 

 

 

82,641

 

 

 

 

 

n/m

 

 

 

(82,641

)

 

 

-100.0

%

Fed funds sold and reverse repurchases

 

301

 

 

 

113

 

 

 

3,662

 

 

 

188

 

 

n/m

 

 

 

(3,361

)

 

 

-91.8

%

Other earning assets

 

722,917

 

 

 

854,642

 

 

 

176,163

 

 

 

(131,725

)

 

 

-15.4

%

 

 

546,754

 

 

n/m

 

Total earning assets

 

14,324,169

 

 

 

13,942,073

 

 

 

12,098,838

 

 

 

382,096

 

 

 

2.7

%

 

 

2,225,331

 

 

 

18.4

%

Allowance for credit losses (ACL), loans held

   for investment (LHFI) (1)

 

(121,842

)

 

 

(103,006

)

 

 

(83,756

)

 

 

(18,836

)

 

 

-18.3

%

 

 

(38,086

)

 

 

-45.5

%

Other assets

 

1,564,825

 

 

 

1,685,317

 

 

 

1,447,977

 

 

 

(120,492

)

 

 

-7.1

%

 

 

116,848

 

 

 

8.1

%

Total assets

$

15,767,152

 

 

$

15,524,384

 

 

$

13,463,059

 

 

$

242,768

 

 

 

1.6

%

 

$

2,304,093

 

 

 

17.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

$

3,669,249

 

 

$

3,832,372

 

 

$

3,085,758

 

 

$

(163,123

)

 

 

-4.3

%

 

$

583,491

 

 

 

18.9

%

Savings deposits

 

4,416,046

 

 

 

4,180,540

 

 

 

3,568,403

 

 

 

235,506

 

 

 

5.6

%

 

 

847,643

 

 

 

23.8

%

Time deposits

 

1,507,348

 

 

 

1,578,737

 

 

 

1,753,083

 

 

 

(71,389

)

 

 

-4.5

%

 

 

(245,735

)

 

 

-14.0

%

Total interest-bearing deposits

 

9,592,643

 

 

 

9,591,649

 

 

 

8,407,244

 

 

 

994

 

 

 

0.0

%

 

 

1,185,399

 

 

 

14.1

%

Fed funds purchased and repurchases

 

84,077

 

 

 

105,696

 

 

 

142,064

 

 

 

(21,619

)

 

 

-20.5

%

 

 

(57,987

)

 

 

-40.8

%

Other borrowings

 

167,262

 

 

 

107,533

 

 

 

78,404

 

 

 

59,729

 

 

 

55.5

%

 

 

88,858

 

 

n/m

 

Junior subordinated debt securities

 

61,856

 

 

 

61,856

 

 

 

61,856

 

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

Total interest-bearing liabilities

 

9,905,838

 

 

 

9,866,734

 

 

 

8,689,568

 

 

 

39,104

 

 

 

0.4

%

 

 

1,216,270

 

 

 

14.0

%

Noninterest-bearing deposits

 

3,921,867

 

 

 

3,645,761

 

 

 

2,932,754

 

 

 

276,106

 

 

 

7.6

%

 

 

989,113

 

 

 

33.7

%

Other liabilities

 

244,544

 

 

 

346,173

 

 

 

206,091

 

 

 

(101,629

)

 

 

-29.4

%

 

 

38,453

 

 

 

18.7

%

Total liabilities

 

14,072,249

 

 

 

13,858,668

 

 

 

11,828,413

 

 

 

213,581

 

 

 

1.5

%

 

 

2,243,836

 

 

 

19.0

%

Shareholders' equity

 

1,694,903

 

 

 

1,665,716

 

 

 

1,634,646

 

 

 

29,187

 

 

 

1.8

%

 

 

60,257

 

 

 

3.7

%

Total liabilities and equity

$

15,767,152

 

 

$

15,524,384

 

 

$

13,463,059

 

 

$

242,768

 

 

 

1.6

%

 

$

2,304,093

 

 

 

17.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) See Note 1 – Recently Effective Accounting Pronouncements in the Notes to Consolidated Financials for additional details.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

n/m - percentage changes greater than +/- 100% are considered not meaningful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Consolidated Financials

 


 

TRUSTMARK CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED FINANCIAL INFORMATION

 

September 30, 2020

 

($ in thousands)

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Linked Quarter

 

 

Year over Year

 

PERIOD END BALANCES

9/30/2020

 

 

6/30/2020

 

 

9/30/2019

 

 

$ Change

 

 

% Change

 

 

$ Change

 

 

% Change

 

Cash and due from banks

$

564,588

 

 

$

1,026,640

 

 

$

486,263

 

 

$

(462,052

)

 

 

-45.0

%

 

$

78,325

 

 

 

16.1

%

Fed funds sold and reverse repurchases

 

50

 

 

 

 

 

 

 

 

 

50

 

 

n/m

 

 

 

50

 

 

n/m

 

Securities available for sale

 

1,922,728

 

 

 

1,884,153

 

 

 

1,553,705

 

 

 

38,575

 

 

 

2.0

%

 

 

369,023

 

 

 

23.8

%

Securities held to maturity

 

611,280

 

 

 

660,048

 

 

 

785,422

 

 

 

(48,768

)

 

 

-7.4

%

 

 

(174,142

)

 

 

-22.2

%

PPP loans

 

944,270

 

 

 

939,783

 

 

 

 

 

 

4,487

 

 

 

0.5

%

 

 

944,270

 

 

n/m

 

Loans held for sale (LHFS)

 

485,103

 

 

 

355,089

 

 

 

292,800

 

 

 

130,014

 

 

 

36.6

%

 

 

192,303

 

 

 

65.7

%

Loans held for investment (LHFI) (1)

 

9,847,728

 

 

 

9,659,806

 

 

 

9,223,668

 

 

 

187,922

 

 

 

1.9

%

 

 

624,060

 

 

 

6.8

%

ACL LHFI (1)

 

(122,010

)

 

 

(119,188

)

 

 

(83,226

)

 

 

(2,822

)

 

 

-2.4

%

 

 

(38,784

)

 

 

-46.6

%

Net LHFI

 

9,725,718

 

 

 

9,540,618

 

 

 

9,140,442

 

 

 

185,100

 

 

 

1.9

%

 

 

585,276

 

 

 

6.4

%

Acquired loans (1)

 

 

 

 

 

 

 

81,004

 

 

 

 

 

n/m

 

 

 

(81,004

)

 

 

-100.0

%

Allowance for loan losses, acquired loans (1)

 

 

 

 

 

 

 

(1,249

)

 

 

 

 

n/m

 

 

 

1,249

 

 

 

-100.0

%

Net acquired loans

 

 

 

 

 

 

 

79,755

 

 

 

 

 

n/m

 

 

 

(79,755

)

 

 

-100.0

%

Net LHFI and acquired loans

 

9,725,718

 

 

 

9,540,618

 

 

 

9,220,197

 

 

 

185,100

 

 

 

1.9

%

 

 

505,521

 

 

 

5.5

%

Premises and equipment, net

 

192,722

 

 

 

190,567

 

 

 

188,423

 

 

 

2,155

 

 

 

1.1

%

 

 

4,299

 

 

 

2.3

%

Mortgage servicing rights

 

61,613

 

 

 

57,811

 

 

 

73,016

 

 

 

3,802

 

 

 

6.6

%

 

 

(11,403

)

 

 

-15.6

%

Goodwill

 

385,270

 

 

 

385,270

 

 

 

379,627

 

 

 

 

 

 

0.0

%

 

 

5,643

 

 

 

1.5

%

Identifiable intangible assets

 

8,142

 

 

 

8,895

 

 

 

8,345

 

 

 

(753

)

 

 

-8.5

%

 

 

(203

)

 

 

-2.4

%

Other real estate

 

16,248

 

 

 

18,276

 

 

 

31,974

 

 

 

(2,028

)

 

 

-11.1

%

 

 

(15,726

)

 

 

-49.2

%

Operating lease right-of-use assets

 

30,508

 

 

 

29,819

 

 

 

33,180

 

 

 

689

 

 

 

2.3

%

 

 

(2,672

)

 

 

-8.1

%

Other assets

 

609,922

 

 

 

595,110

 

 

 

531,834

 

 

 

14,812

 

 

 

2.5

%

 

 

78,088

 

 

 

14.7

%

     Total assets

$

15,558,162

 

 

$

15,692,079

 

 

$

13,584,786

 

 

$

(133,917

)

 

 

-0.9

%

 

$

1,973,376

 

 

 

14.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing

$

3,964,023

 

 

$

3,880,540

 

 

$

3,064,127

 

 

$

83,483

 

 

 

2.2

%

 

$

899,896

 

 

 

29.4

%

Interest-bearing

 

9,258,390

 

 

 

9,624,933

 

 

 

8,190,056

 

 

 

(366,543

)

 

 

-3.8