Exhibit 10.15
THE PEOPLES HOLDING COMPANY
EMPLOYMENT
AGREEMENT
This Agreement (“Agreement”) has
been entered into this 1st day of July, 2003, by and between The
Peoples Holding Company (“Company”), and Stephen M.
Corban, an individual (“Executive”).
RECITALS
The Board of Directors or the Company
(“Board”) has determined that it is in the best
interest of the Company and its stockholders to reinforce and
encourage the continued attention and dedication of the Executive
to the Company as a member of management of the Company or as a
member of management; of a subsidiary of the Company, and to assure
that the Company will have the continued dedication of the
Executive. notwithstanding the possibility, threat, or occurrence
of a Change in Control (as defined below) of the Company. The Board
believes that it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change
in Control and to encourage the Executive’s full attention
and dedication to the Company or a subsidiary currently and in the
event of any threatened or pending Change in Control which ensures
that the compensation and benefit expectations of the Executive
will be satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives,
the Board has caused the Company to enter into this
Agreement.
IT IS AGREED AS FOLLOWS:
Section 1: Definitions and
Construction.
1.1 Definitions.
For purposes of this Agreement, the
following words and phrases, whether or not capitalized, shall have
the meaning specified below unless the context plainly requires a
different meaning.
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(a)
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“Board” means the Board of Directors
of the Company.
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(b)
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“Change
in Control” means any liquidation, dissolution, consolidation
or merger of the Company in which the Company is not a continuing
or surviving corporation.
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(c)
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“Change
in Control Date” shall mean the date of the change in
control.
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(d)
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“Code” shall mean the Internal
Revenue Code of 1986, as amended.
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(e)
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“Company” means The Peoples Holding
Company, a Mississippi Corporation, the purpose of determining if a
change in control has occurred. For the purpose of an employment
relationship, it includes any subsidiary or successor of the
Peoples Holding Company.
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(f)
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“Effective Date” shall mean July 1,
2003.
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(g)
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“Exchange
Act” means the Securities and Exchange Act of 1934, as
amended.
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(h)
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“Person” means any
“person” within the meaning of § 13(d) and 14(d)
of the Exchange Act.
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(i)
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“Term” means the period that begins
on the effective date and ends on the anniversary of the effective
date, unless prior thereto a Change in Control shall have occurred.
This contract shall automatically renew for additional one- (1)
year terms unless either party shall give the other party at least
ninety (90) days’ advance written notice of said
party’s intention not to renew said contract; provided,
however, the Company shall not be able to give notice if its
intention not to renew the contract following a Change in Control
or if it is involved in any negotiations, whether formal or
informal, that may result in a Change in Control.
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1.2 Headings.
All headings herein are included
solely for ease of reference and do not bear on the interpretation
of the text. Accordingly, as used herein, the terms
“Article” and “Section” mean the text that
accompanies the specified Article or Section hereof.
1.3 Applicable Law.
This agreement shall be governed by
and construed in accordance with the laws of the State of
Mississippi without reference to its conflicts of law
principles.
Section 2: Terms and Conditions of
Employment.
2.1 Severance
Benefits. In order to
induce the Executive to remain in the employ of the Company and in
consideration of the Executive’s agreeing to remain in the
employ of the Company, subject to the terms and conditions set
forth herein, this Agreement sets forth the severance benefits
which the Company agrees will be provided to the Executive in the
event the Executive’s employment with the Company is
terminated subsequent to a Change in Control under the
circumstances described herein.
2.2 Positions and
Duties. Prior to the
receipt of benefits under this Agreement, the Executive shall serve
as an officer of the Company or of a subsidiary thereof, subject to
the reasonable directions of the Board. During the term of this
Agreement, Executive agrees that Executive will not voluntarily
leave the employ of the Company except as may be provided
hereunder. Any violation of this Section 2.2 by the Executive prior
to a Change in Control shall result in a termination hereof, and
the Executive shall have no other liability hereunder for such
action. In consideration of this, the Company agrees that following
a Change in Control, the Executive’s authority, duties and
responsibilities shall be at least commensurate in all material
respects with those assigned to, or held and exercised by, the
Executive immediately preceding the date on which a Change in
Control occurs. Notwithstanding the foregoing the Company
may
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terminate the Executives employment at any time,
subject to providing the benefits hereinafter specified and in
accordance with the terms hereof. Nothing contained herein shall
require the surviving corporation to use the designation of General
Counsel.
2.3 Situs of
Employment. Following a
change in Control, the new entity shall make a good faith effort to
provide the Executive with the type and kind of employment
described herein at the location where the Executive was providing
his services prior to the Change of Control, Nothing contained
herein shall require the Executive to move and will give the
Executive the authority to receive the benefits provided to him
under this contract if he does not elect to move.
2.4 Compensation.
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(a)
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Annual Base
Salary. The Annual Base Salary (“Annual Base Salary”)
shall be an amount equal to the salary the Executive was receiving
during the month immediately preceding a Change in Control computed
on an annualized basis.
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(b)
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Incentive
Bonuses. Incentive Bonuses (“Incentive Bonus”) shall
mean any bonuses provided through any incentive compensation plan,
subject to the provisions of such plan.
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(c)
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Welfare Benefit
Plans. Welfare benefit plans shall mean practices, policies and
programs provided by the Company (including, without limitation,
medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident
insurance plans and programs), subject to the provision of such
welfare benefit plans.
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Section 3: Termination of
Employment.
3.1 Death.
The Executive’s employment
shall terminate automatically upon the Executive’s death
during the Term of this Agreement and prior to a termination of
employment by the executive.
3.2 Disability.
Following a Change in Control, if
the Company determines in good faith that a Disability of the
Executive has occurred (pursuant to the definition of Disability
set forth below), the Company may give to the Executive written
notice in accordance with Section. 7.1 of the intention of the
Company to terminate the Executive’s employment. In such
event, the Executive’s employment with the Company shall
terminate effective on the thirtieth (30th) day after receipt of
such notice by the Executive (the “Disability Effective
Date”), provided that, within the thirty (30) days after such
receipt, the Executive shall not have returned to full-time
performance of the Executive’s duties. For purposes of this
Agreement, “Disability” shall mean that the Executive
has been unable to perform the services required of the Executive
hereunder on a full-time basis for a period of one hundred-eighty
(180) consecutive business days by reason of a physical and/or
mental condition, “Disability” shall be deemed to exist
when certified by a physician selected by the Company or its
insurers and acceptable to the Executive or the Executive’s
legal representative (such agreement as to acceptability not to be
withheld unreasonably). The Executive will submit to such medical
or psychiatric examinations and tests as such physician deems
necessary to make any such Disability determination.
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3.3 Termination for
Cause. Following a Change
in Control, the Company may terminate the Executive’s
employment for “Cause,” which shall mean termination
based upon: (a) the Executive’s willful and continued failure
to perform the Executive’s duties with the Company (other
than as a result of incapacity due to physical or mental
condition), after a demand for substantial performance is delivered
to the Executive by the Chief Executive Officer of the Company or
the Chairman of the Board, which specifically identifies the manner
in which the Executive has not substantially performed the
Executive’s duties, (b) the Executive’s willful
commission of misconduct which is materially injurious to the
Company, monetarily or otherwise, or (c) the Executive’s
material breach of any provision of this Agreement. For purposes of
this paragraph, no act or failure to act on the Executive’s
part shall be considered “willful” unless done, or
omitted to be done, without good faith and without reasonable
belief that the act or omission was in the best interests of the
Company. Notwithstanding the forgoing, the Executive shall not be
deemed to have been terminated for Cause unless and until (a) the
Executive receives a notice of Termination (as defined in Section
3.5) from the Chief Executive Officer of the Company or the
Chairman of the Board, (b) the Executive is given the opportunity,
with counsel, to be heard before the Board, and (c) the Board
finds, in its good faith opinion, that the Executive was guilty of
the conduct set forth in the Notice of Termination.
3.4 Good Reason.
Following a change in Control, the
Executive may terminate employment with the Company for “Good
Reason,” which shall mean termination based upon:
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(a)
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the assignment
to the Executive of any duties inconsistent in any respect with the
Executive’s position authority, duties or responsibilities as
contemplated by Section 2.2 or any other action by the Company
which results in a material diminution in such position, authority,
duties or responsibilities, excluding for this purpose any action
not taken in bad faith and which is remedied by the Company
promptly after notice thereof given by the Executive;
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(b)
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(i) the failure
by the Company to continue in effect any benefit or compensation
plan, stock ownership plan, life insurance plan, health and
accident plan or disability plan in which the Executive is
participating as specified in Section 2.4(b) or 2.4(c) or (ii) the
taking of any action by the Company which would adversely affect
the Executive’s participation in, or materially reduce the
Executive’s benefits under, any plans described in Section
2.4(b) or 2.4(c), or deprive the Executive of any material fringe
benefit enjoyed by the Executive as described in Section 2.4(b) or
2.4(c);
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(c)
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a material
breach by the Company of any provision hereof;
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(d)
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any termination
by the Company of the Executive’s employment otherwise than
as expressly permitted by this Agreement;
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(e)
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within a period
ending at the close of business on the date three (3) years after
the Change in Control Date, any failure by the Company to comply
with and satisfy Section 6.2 on or after the Change in Control
Date.
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3.5 Notice of
Termination. Any
termination by the Company for Cause or Disability, or by the
Executive for Good Reason, shall be communicated by Notice of
Termination to the other party, given in accordance with Section
7.1. For purposes of this Agreement, a “notice of
Termination” means a written notice which (a) indicates the
specific termination provision herein relied upon, (b) to the
extent applicable sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated, and
(c) if the Date of Termination (as defined below) is other than the
date of receipt of such notice, specifies the termination date
(which date shall be not more than thirty [30] days after the
giving of such notice). The failure by the Executive or the Company
to set forth in ‘the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause
shall not waive any right of the Executive or the Company hereunder
or preclude the Executive or the Company from asserting such fact
or circumstance in enforcing the Executive’s or the
Company’s rights hereunder.
3.6 Date of
Termination. “Date
of Termination” means (a) if the Executive’s employment
is terminated by the Company with or without Cause, or by the
Executive for Good Reason, the date of Termination shall be the
date of receipt of the Notice of Termination or any later date
specified therein, as the case may be, or (b) if the
Executive’s employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of
the Executive or the Disability Effective Date, as the case may
be.
Section 4: Certain Benefits Upon
Ter
