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EXHIBIT 10(v)
BANCORPSOUTH, INC.
CHANGE IN CONTROL AGREEMENT
THIS
AGREEMENT ("Agreement") is entered into this 26th day of
January,
2005, by and between BancorpSouth, Inc. (the "Company") and Larry
Bateman
("Employee").
W I T N E S S E T H:
WHEREAS,
Employee is employed as Vice Chairman 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% 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
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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 200% 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 200% of the highest annual bonus that Employee
would be eligible to receive during the fiscal year ending
during
which the Change in Control occurs.
(3)
For a period of
24 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
24 months, participation in general and executive
fringe benefits offered to similarly situated executive
employees
2
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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 Section 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.l(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 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 employment is involuntarily terminated due to any
of the
following:
