BancorpSouth,
Inc.
Deferred Directors’
Fee Unfunded Plan
Originally Effective
November 26, 1980
Amended and Restated Effective January 1, 2009
BancorpSouth,
Inc.
Deferred Directors’
Fee Unfunded Plan
Whereas , Bank of Mississippi,
a predecessor affiliate of BancorpSouth Bank (“the
“Bank”), adopted the Deferred Directors’ Fee
Unfunded Plan (the “Plan”) by resolution of its board
of directors on November 26, 1980, and Bancorp of Mississippi,
Inc., a predecessor affiliate of BancorpSouth, Inc. (the
“Company”), adopted the Plan by resolution of its board
of directors on July 25, 1984;
Whereas , the Bank is a wholly
owned subsidiary of the Company, and certain members of the board
of directors of the Company are also members of the board of
directors of the Bank;
Whereas , the Plan has been
amended from time to time and through actions taken with respect to
the Plan effective as of January 1, 1982, July 25, 1984
and December 22, 1987;
Whereas , the Plan has been
operated in good faith compliance with those requirements of
section 409A of the Internal Revenue Code (the “Code”)
that are applicable to the Plan; and
Whereas , and the Company
desires to amend and restate the Plan to (i) comply with the
requirements for the deferral of compensation under section 409A of
the Code and the Treasury Regulations promulgated thereunder that
are effective January 1, 2009, (ii) permit participants
to make the distribution election permitted in IRS Notice 2007-86
for amounts that were previously deferred, and (iii) permit
participants to make certain elections for distributions of future
accruals under the Plan;
Now Therefore, effective as of
January 1, 2009 (except as otherwise specified herein), the
Plan is hereby amended and restated in its entirety as
follows:
The Company
desires to attract and retain persons of outstanding competence to
serve as members of its boards of directors. This Plan has been
adopted to provide for the opportunity to defer compensation that
is paid to the non-employee directors. The Plan is an unfunded plan
providing benefits on an individual account basis. The Plan is
exempt from the Employee Retirement Income Security Act of 1974, as
amended, and shall continue indefinitely until it is terminated by
an amendment permissible under Section 7.3.
This Plan shall be
operated in a manner that is consistent with the requirements of
section 409A of the Code and the Treasury Regulations promulgated
thereunder so that compensation income is deferred until the time
of inclusion that is elected or otherwise specified
herein.
When used in this
Plan, the following terms will have the meanings set forth
below:
1
2.1
“Account” means the bookkeeping entry maintained on the
books of the Company to account for credits of deferred
compensation and other amounts specified under Article III.
The Account shall not be connected to any particular fund or
asset.
2.2
“Beneficiary” means the individual(s) designated
pursuant to Section 5.3.
2.3
“Code” means the Internal Revenue Code of 1986, as
amended.
2.4 “Change
in Control” means the occurrence of an event that is
identified as a “Change in Control” in the
Company’s 1995 Non-Qualified Stock Option Plan for
Non-Employee Directors.
2.5
“Committee” means the compensation committee of the
Company’s board of directors; provided, however, that the
chief executive officer or secretary of the Company are authorized
to act on behalf of the Committee with respect to general actions
that are necessary or appropriate for the administration of the
Plan. The Committee may delegate some or all of its administrative
authority to a person or committee. After the occurrence of a
Change in Control, the members of the Committee shall continue to
be the individuals who were Committee members immediately prior to
the Change in Control.
2.6
“Company” means BancorpSouth, Inc.
2.7
“Deferral” means a portion of a Participant’s
compensation earned in a certain period that a Participant has
elected to receive at a later date pursuant to the terms of this
Plan.
2.8
“Director” means any individual serving on the board of
directors of the Company, BancorpSouth Bank or both, and who is not
an employee or officer of the Company or BancorpSouth
Bank.
2.9
“Participant” means a Director who is credited with an
allocation to an Account or has made a Deferral election pursuant
to Section 3.2.
2.10 “Plan
Year” means the 12 consecutive month period commencing on
January 1.
2.11
“Separation from Service” means any event where a
Participant “separates from service” as described in
Treasury Regulation § 1.409A-1(h).
III. Eligibility and Benefit
Accruals
3.1
Eligibility . Each Director shall be eligible to participate
in this Plan during the period in which he or she serves in such
position.
3.2 Participant
Deferral Elections . Directors may make Deferral elections in
accordance with the procedures described herein.
(a) A Director may
make an annual election to defer the receipt of any
directors’ fees that are payable in cash. This Deferral
election does not apply to payments that are made in the form of
Company common stock pursuant to the BancorpSouth, Inc.
2
Director Stock
Plan or otherwise. The Deferral election shall only apply
prospectively and is irrevocable during the applicable Plan Year. A
Participant’s Deferrals will be credited to his or her
Account at the end of the month in which the amounts would
otherwise be payable to the Participant.
(b) The amount of
a Deferral election described in Section 3.2(a) shall be
stated either as a dollar amount or as a percentage of the
director’s fees eligible for Deferral. Deferrals will be
withheld from a Participant’s director’s fees in
accordance with the Participant’s written elections, subject
to any required tax withholdings and offsets.
(c) Generally,
Deferral elections will be effective for the Plan Year that next
follows the date of the election, unless a later date is specified
by the Participant. However, a Director may make an election at any
time within 30 days of the date that he or she first becomes
eligible to participate in the Plan; provided, however, that such
election shall only apply with respect to services performed after
the election. Unless otherwise specified in a Deferral election,
such election shall remain in effect for subsequent Plan
Years.
(d) All elections
made pursuant to this Plan will be made in accordance with the
procedures prescribed by the Committee and must be timely
communicated to the Committee.
3.3
Interest . The Committee will credit each Account at an
interest rate equal to the yield as quoted for the last business
day of each year in the Wall Street Journal for the most
recently issued U.S. Treasury Note with an original maturity of ten
years. Interest will be credited to the Accounts as of the close of
business on June 30 and December 31 of each
|
