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EXHIBIT 10.27
BANCTRUST FINANCIAL GROUP, INC.
AMENDED AND RESTATED
DIRECTORS DEFERRED COMPENSATION PLAN
This Amended and Restated Directors Deferred Compensation Plan
("Plan")
is executed by the undersigned effective as of the date set
forth below.
R E C I T A L S
A. Prior to the merger between CommerceSouth and BancTrust
Financial
Group, Inc., CommerceSouth had in place a Directors Deferred
Compensation Plan (amended and restated effective as of January
1,
2001) and accompanying Deferred Stock Trust Agreement.
B. Pursuant to the terms of the merger, the said Directors
Deferred
Compensation Plan was continued.
C. The purpose of this amendment and restatement of the
Directors Deferred
Compensation Plan is to make appropriate changes to the names
of
entities subject to the Plan and such corresponding changes as
are
appropriate, all approved by the Directors of BancTrust
Financial
Group, Inc.
ARTICLE I
DEFINITIONS
1.1 Bank shall mean any bank that is or becomes a Subsidiary of
the
Company.
1.2 Bank Change in Control shall mean the following:
(a) The Consummation of an acquisition by any Person of
Beneficial
Ownership of 50% or more of the combined voting power of the
then outstanding Voting Securities of the Bank; provided,
however, that for purposes of this Section 1.2, any
acquisition by an employee, or Group composed entirely of
employees, any qualified pension plan, any publicly held
mutual fund or any employee benefit plan (or related trust)
sponsored or maintained by the Bank or any corporation
Controlled by the Bank shall not constitute a Change in
Control;
(b) Consummation of a reorganization, merger or consolidation
of
the Bank (a "Bank Business Combination"), in each case,
unless, following such Bank Business Combination, the Bank
Controls the corporation surviving or resulting from such
Bank
Business Combination; or
(c) Consummation of the sale or other disposition of all or
substantially all of the assets of the Bank to an entity
which
the Company does not Control.
1.3 Beneficial Ownership shall mean beneficial ownership within
the
meaning of Rule 13d-3 promulgated under the Exchange Act.
1.4 Board of Directors shall mean the Board of Directors of
the
Company.
1.5 Business Combination shall mean a reorganization, merger
or
consolidation or sale of the Company, or a sale of all or
substantially all of
the Company's assets.
1.6 Common Stock shall mean the Common Stock of the Company.
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1.7 Company shall mean BancTrust Financial Group, Inc.
1.8 Company Change in Control shall mean any of the
following:
(a) The Consummation of an acquisition by any Person of
Beneficial Ownership of 20% or more of the Company's
Voting Securities; provided, however, that for
purposes of this subsection (a), the following
acquisitions of the Company's Voting Securities shall
not constitute a Change in Control:
(i) any acquisition directly from the Company,
(ii) any acquisition by the Company,
(iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained
by the Company or any corporation controlled
by the Company,
(iv) any acquisition by a qualified pension plan
or publicly held mutual fund,
(v) any acquisition by an Employee or Group
composed exclusively of Employees, or
(vi) any Business Combination which would not
otherwise constitute a Change in Control
because of the application of clauses (i),
(ii) and (iii) of Section 1.8(c).
(b) A change in the composition of the Company's board of
directors whereby individuals who constitute the
Incumbent Board cease for any reason to constitute at
least a majority of the Company's board of directors;
or
(c) Consummation of a Business Combination, unless,
following such Business Combination, all of the
following three conditions are met:
(i) all or substantially all of the individuals
and entities who held Beneficial Ownership,
respectively, of the Company's Voting
Securities immediately prior to such
Business Combination beneficially own,
directly or indirectly. 65% or more of the
combined voting power of the Voting
Securities of the corporation surviving or
resulting from such Business Combination,
(including, without limitation, a
corporation which as a result of such
transaction holds Beneficial Ownership of
all or substantially all of the Company's
Voting Securities or all or substantially
all of the Company's assets) (such surviving
or resulting corporation to be referred to
as "Surviving Company"), in substantially
the same proportions as their ownership,
immediately prior to such Business
Combination, of the Company's Voting
Securities;
(ii) no Person (excluding any corporation
resulting from such Business Combination,
any qualified pension plan, public]y held
mutual fund, Group composed exclusively of
employees or employee benefit plan (or
related trust) of the Company, its
subsidiaries, or Surviving Company) holds
Beneficial Ownership, directly or
indirectly, of 20% or more of the combined
voting power of the then outstanding Voting
Securities of Surviving Company except to
the extent that such ownership existed prior
to the Business Combination; and
(iii) at least a majority of the members of the
board of directors of Surviving Company were
members of the Incumbent Board at the
earlier of the date of execution of the
initial agreement, or of the action of the
Company board of directors, providing for
such Business Combination.
1.9 Compensation shall mean the compensation payable to the
Directors
of the Company and of the Subsidiaries and shall include cash
retainer fees,
meeting fees, and other compensation payable to the
Directors.
1.10 Compensation Committee shall mean the Company's
Executive
Committee, unless and until a separate Compensation is formed by
the Company.
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1.11 Compensation Payment Date shall mean the date on which
Compensation is payable to a Director or Compensation would
otherwise be payable
to a Director if an election to defer such Compensation had not
been made.
1.12 Consummation shall mean the completion of the final act
necessary
to complete a transaction as a matter of law, including, but not
limited to, any
required approvals by the corporation's shareholders and board
of directors, the
transfer of legal and beneficial title to securities or assets
and the final
approval of the transaction by any applicable domestic or
foreign governments or
agencies.
1.13 Control shall mean, in the case of a corporation,
Beneficial
Ownership of more than 50% of the combined voting power of the
corporation's
Voting Securities, or in the case of any other entity,
Beneficial Ownership of
more than 50% of such entity's voting equity interests.
1.14 Deferred Stock Account shall mean the bookkeeping
account
established under Section 7.1 on behalf of a Director and
includes shares of
Common Stock credited thereto to reflect the reinvestment of
dividends pursuant
to Section 7.1 (a)(ii).
1.15 Deferred Stock Trust shall mean the Deferred Stock Trust
for
Directors of the Company and its Subsidiaries.
1.16 Director shall mean (a) a member of the Board of Directors
of the
Company or its Subsidiaries including advisory directors of such
entities and
(b) who is not an active employee of the Company or a
Subsidiary.
1.17 Distribution Election shall mean the designation by a
Director of
the manner of distribution of the amounts and quantities held in
the Director's
Deferred Stock Account upon the director's termination from the
Board of
Directors of the Company and all Subsidiaries pursuant to
Section 6.3.
l.18 Exchange Act shall mean the Securities Exchange Act of
1934, as
amended.
1.19 Group shall have the meaning set forth in Section 14(d) of
the
Exchange Act.
1.20 Incumbent Board shall mean those individuals who constitute
the
Company Board of Directors as of January 1, 2004, plus any
individual who shall
become a director subsequent to such date whose election or
nomination for
election by the Company's shareholders was approved by a vote of
at least 75% of
the directors then comprising the Incumbent Board.
Notwithstanding the
foregoing, no individual who shall become a director of the
Company Board of
Directors subsequent to January 1, 2004, whose initial
assumption of office
occurs as a result of an actual or threatened election contest
(within the
meaning of Rule 14a-11 of the regulations promulgated under the
Exchange Act)
with respect to the election or removal of directors or other
actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other
than the Company board of directors shall be a member of the
Incumbent Board.
1.21 Market Value shall mean the average of the high and low
prices of
the Common Stock, as published in the Wall Street Journal in its
report of
NASDAQ composite transactions, on the date such Market Value is
to be
determined, as specified herein (or the average of the high and
low sale prices
on the trading day immediately preceding such date if the Common
Stock is not
traded on the NASDAQ on such date).
1.22 Participant shall mean a Director or former Director who
has an
unpaid Deferred Stock Account balance under the Plan.
1.23 Person shall mean any individual, entity or group within
the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.
1.24 Preliminary Change in Control shall mean the occurrence of
any of
the following as determined by the Compensation Committee:
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(a) The Company or a Bank has entered into a written
agreement, such as, but not limited to, a letter of
intent, which, if Consummated, would result in a
Company Change in Control or a Bank Change in
Control, as the case may be;
(b) The Company, the Bank or any Person publicly
announces an intention to take or to consider taking
actions which, if Consummated, would result in a
Company Change in Control or a Bank Change in Control
under circumstances where the Consummation of the
announced action or intended action is legally and
financially possible;
(c) Any Person becomes the Beneficial Owner of fifteen
percent (15%) or more of the Common Stock; or
(d) The Company Board of Directors or the board of
directors of the Bank has declared that a Preliminary
Change in Control has occurred.
1.25 Subsidiary shall mean BankTrust (organized under the laws
of the
State of Alabama), BancTrust Company, Inc. (f/k/a South Alabama
Trust Company),
BankTrust of Alabama and BankTrust (organized under the laws of
the State of
Florida) and such other entities: (a) as to which the Company
owns eighty
percent (80%) or more of the Voting Securities; and (b) which
shall have been
approved by the Company as an entity whose directors are
eligible to participate
in the Plan; and (c) which shall have elected to sponsor the
Plan for its
directors.
1.26 Trust Administrative Committee shall mean the committee
that is
appointed by the Board of Directors to administer the Deferred
Stock Trust.
1.27 Voting Securities shall mean the outstanding voting
securities of
a corporation entitling the holder thereof to vote generally in
the election of
such corporation's directors
ARTICLE II
PURPOSE
The Plan provides a method of deferring payment to a Director of
his
Compensation as fixed from time to time until termination of his
service on the
board.
ARTICLE III
ELIGIBILITY
An individual who serves as a Director shall be eligible to
participate
in the Plan.
ARTICLE IV
ADMINISTRATION
The Plan shall be administered by the Compensation Committee of
the
Board of Directors as appointed from time to time. The
Compensation Committee
shall have the power to interpret the Plan and, subject to its
provisions, to
make all determinations necessary or desirable for the Plan's
administration.
The decisions, actions and records of the Committee shall be
conclusive and
binding upon the Company and all persons having or claiming to
have any right or
interest in or under the Plan. The Committee may delegate to
such officers,
employees or departments of the Company such authority, duties
and
responsibilities of the Committee as it, in its sole discretion,
considers
necessary or appropriate for the proper and efficient operation
of the Plan,
including, without limitation, (i) interpretation of the Plan,
(ii) approval and
payment of claims, and (iii) establishment of procedures for
administration of
the Plan.
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ARTICLE V
PLAN PERIODS
The first Plan Period shall commence the first day of the month
which
begins at least thirty (30) days following the date a Director
is elected to
that position. Said first Plan Period shall continue until the
end of the
calendar year during which the Director was elected to that
position and all
subsequent Plan Periods shall be on a calendar year basis.
Notwithstanding the
foregoing, the Plan and Plan Periods shall continue
uninterrupted for Directors
who were directors of CommerceSouth or one of its subsidiaries
prior to the
merger into BancTrust and who continue to serve as Directors of
BancTrust or one
of its Subsidiaries after the
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