Exhibit 10.4
RENASANT BANK
DIRECTORS’ DEFERRED FEE
PLAN
(Final 409A Compliance
Amendment)
Whereas, Renasant Bank, a financial institution with its
principal place of business in Tupelo, Mississippi (the
“Bank”), maintains the Renasant Bank Directors’
Deferred Fee Plan, which plan was most recently amended and
restated effective as of January 1, 2007 (the
“Plan”);
Whereas, such Plan constitutes a “deferred
compensation” arrangement within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended,
and must now be amended to comply with the applicable provisions
the final regulations promulgated thereunder;
Now, Therefore
, the Plan shall be amended
effective as of January 1, 2009, as follows.
1.1 Section 1.5 of the Plan
shall be amended and restated in its entirety as
follows:
“1.5 The term ‘Change in
Control’ shall mean and be deemed to occur upon a Change in
Equity Ownership, a Change in Effective Control, a Change in the
Ownership of Assets or a Change by Merger. For this
purpose:
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a.
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A
‘Change in Equity Ownership’ means that a person or
group acquires, directly or indirectly in accordance with Code
Section 318, more than 50% of the aggregate fair market value
or voting power of the capital stock of the Company, including for
this purpose capital stock previously acquired by such person or
group; provided, however, that a Change in Equity Ownership shall
not be deemed to occur hereunder if, at the time of any such
acquisition, such person or group owns more than 50% of the
aggregate fair market value or voting power of the Company’s
capital stock.
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b.
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A
‘Change in Effective Control’ means that (i) a
person or group acquires (or has acquired during the immediately
preceding 12-month period ending on the date of the most recent
acquisition by such person or group), directly or indirectly in
accordance with Code Section 318, ownership of the capital
stock of the Company possessing 35% or more of the total voting
power of the Company, or (ii) a majority of the members of the
Board of Directors of the Company is replaced during any 12-month
period, whether by appointment or election, without endorsement by
a majority of the members of the Board prior to the date of such
appointment or election.
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c.
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A
‘Change in the Ownership of Assets’ means that any
person or group acquires (or has acquired in a series of
transactions during the immediately preceding 12-month period
ending on the date of the most recent acquisition) all or
substantially all of the assets of the Company.
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d.
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A
‘Change by Merger’ means that the Company shall
consummate a merger or consolidation or similar transaction with
another corporation or entity, unless as a result of such
transaction, more than 50% of the then outstanding voting
securities of the surviving or resulting corporation or entity
shall be owned in the aggregate by the former shareholders of the
company and the voting securities of the surviving or resulting
corporation or entity are owned in substantially the same
proportion as the common stock of the company was beneficially
owned before such transaction.”
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1.2 Section 1.20 of the Plan
shall be restated as follows:
“1.20 The term
‘Separation From Service,’ ‘Separation
Date’ or ‘Separated From Service’ shall mean the
later of the date on which (a) a Participant ceases to serve
with the Company, the Bank, or their Affiliates, whether as a
member of the Board of Directors, an employee or an independent
contractor, or (b) the Company, the Bank, and such Participant
reasonably anticipate that the Participant will perform no further
services for the Company, the Bank or their Affiliates, whether as
a member of the Board, as a common law employee or an independent
contractor. Notwithstanding the foregoing, a Participant may be
deemed to incur a Separation From Service hereunder if he or she
continues to provide services to the Company, the Bank or another
Affiliate, provided such services are not more than 20% of the
average level of services performed by such Participant, whether as
a director, an employee or independent contractor, during the
immediately preceding 36-month period.”
1.3 Section 1.21 shall be added
to the Plan to read in its entirety as follows:
“1.21 References to ‘key
employee’ contained herein shall be deemed to refer to
‘Specified Employee’; a Specified Employee shall mean
that a Participant is a ‘key employee’ of the Bank or
an Affiliate, within the meaning of Code Section 416(i),
(ii) or (iii), but determined without regard to paragraph
(i)(5) thereof. A Participant who satisfies such requirement as of
a December 31st shall be considered a Specified Employee
hereunder during the 12-month period commencing on the immediately
following April 1st.”
2.1 Section 6.7 of the Plan
shall be amended and restated as follows:
“6.7 Preretirement Death
Benefits. (a) If a Participant first commences
participation hereunder on or after January 1, 2007, and he or
she dies while serving as a member of the Board of Directors, his
or her Ben
