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EXHIBIT 10(q)
BANCORPSOUTH, INC.
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT ("Agreement") is entered into this ______ day of
__________, _____, by and between
BancorpSouth, Inc. (the "Company") and [NAME]
("Employee").
W I T N E S S E T H:
WHEREAS, Employee is employed as [title] of the Company; and
WHEREAS, the Company desires to provide certain severance payments
to
Employee in the event that Employee's
employment with the Company is terminated
in connection with a change in control of
the Company;
NOW, THEREFORE, based upon the premises set forth herein and for
other
good and valuable consideration, the
receipt and sufficiency of which is hereby
acknowledged, the parties agree as
follows:
ARTICLE I. DEFINITIONS
Terms used in this Agreement that are defined are indicated by
initial
capitalization of the term. References to
an "Article" or a "Section" mean an
article or a section of this Agreement. In
addition to those terms that are
specifically defined herein, the following
terms are defined for purposes
hereof:
"Administrator" means a committee consisting of the Company's
chief
executive officer, the secretary of the
Company, the vice president of human
resources, and any other individuals
appointed by the chief executive officer.
The Administrator may delegate any of its
duties or authorities to any person or
entity. If a Change in Control occurs, as
described in this Agreement, the
Administrator shall be the committee of
individuals who were committee members
immediately prior to the Change in
Control.
"Benefit" means the benefits described in Article II.
"Change in Control" means a transaction or circumstance in which
any of
the following have occurred:
(a) any
"person" as such term is used in sections 13(d) and 14(d) of
the
Exchange
Act, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a
corporation controlling the Company or owned directly or indirectly
by
the shareholders of the Company in substantially the same
proportions
as their ownership of stock of the Company, becomes the
"beneficial
owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing more than
25%
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of the total voting power represented by the Company's then
outstanding
Voting Securities (as defined below), or
(b) during any
period of two consecutive years, individuals who at the
beginning of such period constitute the Board and any new
director
whose election by the Board or nomination for election by the
Company's
shareholders was approved by a vote of at least two-thirds of
the
directors then still in office who either were directors at the
beginning of the period or whose election or nomination for
election
was previously so approved, cease for any reason to constitute
a
majority thereof, or
(c) the
shareholders of the Company approve a merger or consolidation
of
the Company with any other corporation, other than a merger or
consolidation which would result in the Voting Securities (i.e.,
any
securities of the entity which vote generally in the election of
its
directors) of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being
converted into Voting Securities of the surviving entity) more than
65%
of the total voting power represented by the Voting Securities of
the
Company or such surviving entity outstanding immediately after
such
merger or consolidation, or
(d) the
shareholders of the Company approve a plan of complete
liquidation
of the
Company or an agreement for the sale or disposition by the
Company of all or substantially all of its assets.
"Code" means the Internal Revenue Code of 1986, as amended.
"ERISA" means the Employee Retirement Income Security Act of 1974,
as
amended.
ARTICLE II. CHANGE IN CONTROL TERMINATION PAYMENT
SECTION 2.1 BENEFITS ON TERMINATION.
(a) Amount. Subject to the conditions, limitations and adjustments
that
are provided for herein, the Company will
provide Benefits to Employee the sum
of the amounts described below if, within
the 24 month period following a Change
in Control, Employee's employment with the
Company terminates pursuant to
Section 2.3 of this Agreement:
(1) An amount
equal to ____% of the Employee's annual base
compensation determined by reference to his base salary in
effect at the time of Change in Control.
(2) An amount
equal to ____% of the highest annual bonus that
Employee would be eligible to receive during the fiscal year
ending during which the Change in Control occurs.
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(3) For a
period of ___ months, participation in medical, life,
disability and similar benefit plans that are offered to
similarly situated employees of the Company immediately prior
to the applicable Change in Control for the Eligible Employee
and his dependents. Such participation may be pursuant to the
continuation coverage rights of Eligible Employees pursuant to
Part 6 of Title I of ERISA ("COBRA") or the Company may
provide such benefits directly through the purchase of
insurance or otherwise. Notwithstanding the foregoing, the
period for participation in a self-funded medical plan
pursuant to this paragraph 3 shall not exceed the maximum
period of continuation coverage provided under COBRA. If
benefits are provided pursuant to COBRA continuation rights,
the Company shall pay a cash amount to the Eligible Employee
at the time of severance that is sufficient to cover all
premiums required for such COBRA coverage under the
appropriate benefit plans.
(4) For a
period of ___ months, participation in general and
executive fringe benefits offered to similarly situated
executive employees immediately prior to the applicable Change
in Control, including, but not limited to, auto allowance,
financial planning, annual physical examination, and civic and
country club dues.
(b) Adjustments to the Amount of Benefit. Notwithstanding
anything
herein to the contrary, the amounts due to
Employee under Section 2.1(a) shall
be adjusted in accordance with Section 2.2
if any payment provided to Employee
is determined to be subject to the excise
tax described in section 4999 of the
Code.
(c) Time for Payment; Interest. The cash Benefits payable made
under
this Section 2.1 shall be paid to Employee
in a single lump sum within ten days
following the date of termination. The
Company's obligation to pay to Employee
any amounts under this Section 2.1 will
bear interest at the lesser of (i) 10%
or (ii) the maximum rate allowed by law
until paid by the Company, and all
accrued and unpaid interest will bear
interest at the same rate, all of which
interest will be compounded annually.
(d) Troubled Institution Limitation. All Benefit payments hereunder
are
subject to the limitations on golden
parachute and indemnification payments set
forth in 12 USC ss.1823(k), the regulations
promulgated thereunder, and other
law that prohibits payment of any portion
of Benefits by the Company to Employee
by the Company. To the extent possible,
this limitation shall be applied by
reducing only the portion of Benefits that
exceed such legal limitation.
2.2 BENEFIT ADJUSTMENTS. Notwithstanding the amount of Benefits
described in Section 2.1(a), Benefits shall
be limited in the event that
Employee would realize less income on the
receipt of Benefits and other "change
in control payments" (as defined in section
280G of the Code), net of taxes,
after deducting the amount of excise taxes
that would be imposed pursuant to
section 4999 of the Code. In such an event,
the Benefits payable hereunder shall
be reduced so that Benefits received in
combination with all other change in
control payments to be received by Employee
equal the maximum amount that does
not result in the receipt of a
"parachute
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payment" (as defined by section 280G(b)(2)
of the Code) by Employee. This
reduction shall not apply if the amount of
Benefits and other change in control
payments received by Employee exceed such
reduced amount after deducting the
excise tax that would be imposed pursuant
to section 4999 of the Code.
2.3 TERMINATION OF EMPLOYMENT. Employee shall only be entitled to
the
Benefits described in Section 2.1, as
adjusted by Section 2.2, if Employee's
termination of employment is on account of
termination by Company without cause
or termination by Employee with cause,
which are described as follows:
(a) By Company Without Cause Termination of employment by the
Company
without cause shall occur if the Company
provides oral or written notice to
Employee of involuntary termination that is
not on account of just cause. For
this purpose, termination for "just cause"
will only occur upon written notice
to Employee that
