Exhibit 10-i
AMENDED AND RESTATED AGREEMENT
This
Amended and Restated Agreement (" Agreement ") is
entered into as of October 23, 2007, by Trustmark
Corporation, a Mississippi corporation (the " Company "), and
Gerard R. Host (the " Executive
"). The Company and Executive have entered into
this Agreement with reference to the following
facts:
A. The
Company and Executive entered into that certain Agreement
dated as of December 22, 1997, which the Company and the
Executive amended and restated in its entirety as of March 12,
2002 (" Original Agreement
"); and
B. The
Company and Executive now desire to amend and restate in its
entirety the Original Agreement as set forth in this Agreement
to reflect the provisions of Section 409A of the Internal
Revenue Code of 1986, as amended (“ Code ”), and
the final regulations issued thereunder.
NOW,
THEREFORE, in consideration of the mutual premises and
agreements herein contained, and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties, intending to be legally
bound,
hereby agree as follows:
1.
Definition
of Terms . As used in this Agreement, the
following terms shall have the respective meanings indicated
below:
A. "Base
Salary" means the Executive's annual base salary as in effect
at any particular time.
B. "Cause"
means that the Executive has (i) committed an act of personal
dishonesty, embezzlement or fraud; (ii) has misused alcohol or
drugs; (iii) failed to pay any obligation owed to the Company
or any affiliate; (iv) breached a fiduciary duty or
deliberately disregarded any rule of the Company or any
affiliate; (v) has committed an act of willful misconduct, or
the intentional failure to perform stated duties; (vi) has
willfully violated any law, rule or regulation (other than
misdemeanors, traffic violations or similar offenses) or any
final cease-and-desist order; (vii) has disclosed without
authorization any Confidential Information of the Company or
any affiliate, or has engaged in any conduct constituting
unfair competition, or has induced any customer of the Company
or any affiliate to breach a contract with the Company or any
affiliate.
C. "Change
in Control" means any one of the following events: (1) the
acquisition by any person of ownership of, holding or power to
vote more than 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 of directors,
(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 (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 of directors (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 the only 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;
D.
"Confidential Information" means all trade secrets,
confidential information (including but not limited to
confidential information with respect to marketing, product
offerings or expansion plans) and financial matters of the
Company and its subsidiaries.
E. "Disability"
means that the Executive becomes physically or mentally
disabled during the Executive's employment with the Company so
that he is unable to perform the services required of him for
a period of 90 days.
F.
"Employee Benefits" means all group life, hospitalization and
disability insurance plans, health programs, pension plans,
similar benefit plans or other so called "fringe benefit
programs" of the Company as are now existing or as may
hereafter be revised or adopted and offered to senior
executives of the Company or its affiliates
generally.
G.
"Good Reason" means (1) a demotion in the Executive's
status, title or position, or the assignment to the Executive
of duties or responsibilities which are materially
inconsistent with such status, title or position; (2) a
material breach of this Agreement by the Company, provided the
Company has not remedied such breach within thirty (30) days
of receipt of written notice of such breach; or (3) a
relocation of the executive offices of the Company to a
location more than 50 miles outside of Jackson, Mississippi
without the Executive's written consent given to the Company
within thirty (30) days of the Executive's receipt of
notification of such relocation by the Company.
H. "Retirement"
means the last business day of the calendar year in which the
Executive reaches age 65.
2.
Change
in Control . If at any time during the
Executive's employment the Company experiences a Change in
Control and within two (2) years after the date the Change in
Control occurs (i) the Executive's employment is terminated
other than for Cause, death, Disability or Retirement or (ii)
the Executive resigns for Good Reason, subject to Section 14
hereof, the Company shall pay to the Executive the following
amounts:
A. The
sum of (1) the Executive's Base Salary and accrued vacation
benefits through the date of termination to the extent not
theretofore paid in a lump sum as soon as administratively
practicable after the effective date of termination in
accordance with the Company’s usual payroll practices
(not less frequently than monthly) and (2) the additional sum
of (i) Executive's Base Salary immediately prior to the Change
in Control and (ii) the highest annual bonus amount earned in
either of the two (2) years preceding the year of the Change
in Control in a lump sum on the 60 th
day after the effective date of termination.
B. The
Company shall continue to provide to the Executive the
Employee Benefits for one year following the effective date of
termination, reduced by any employment benefits received from
later employment, as the same may be changed from time to time
for employees of the Company generally, as if the Executive
had continued employment during such period; or, as an
alternative, the Company may elect to pay Executive cash in
lieu of such participation in an amount equal to the
Executive’s reasonable after-tax cost of
obtaining comparable coverage or benefits, where such
participation may not be continued by the Company (or where
such participation would adversely affect the tax status of
the applicable plan pursuant to which the benefits are
provided), with any such cash payments to be made in
accordance with the ordinary payroll practices of the Company
(not less frequently than monthly) for employees generally for
the period during which such cash payments are to be provided;
and
C. Any
stock options granted Executive by the Company which have not
vested shall vest in the Executive in full as of the Change in
Control. Any such stock options which were intended
by the parties to be incentive stock options but which exceed
the "$100,000 first exercisable rule" shall be converted into
non-qualified stock options.
3.
Confidentiality,
Nonsolicitation and Noncompete .
3.1
Confidentiality
. The Executive covenants and agrees that all trade
secrets, confidential information (including but not limited
to confidential information with respect to marketing, product
offerings or expansion plans), and financial matters of the
Company and its subsidiaries (collectively "Confidential
Information") which are learned by him in the course of his
employment by the Company 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.
3.2
Nonsolicitation
. The Executive agrees that (1) during the period
he is employed with the Company and for a period of twelve
(12) months after termination of employment, he will not,
without the prior written consent of the Board, directly or
indirectly solicit, entice, persuade, or induce any employee,
director, officer, associate, consultant, agent or independent
contractor of the Company or its subsidiaries (i) to terminate
such person's employment or engagement
