Exhibit 10.1
RENASANT
CORPORATION
SEPARATION
AGREEMENT
THIS SEPARATION
AGREEMENT (the
“Agreement”) is made effective as of February 11,
2009, between Renasant Corporation and each of its subsidiaries and
affiliates (collectively, the “Company”) and Larry R.
Mathews (“Executive”).
1. Separation from
Employment: Effective as of February 11, 2009, Executive
hereby voluntarily resigns his employment with the Company (his
“Separation Date”).
2. Final Wages: The Company
shall pay to Executive any base compensation accrued but unpaid as
of his Separation Date as soon as practicable
thereafter.
3. Mutual Obligations:
Provided that Executive executes a General Waiver and Release in
the from and at the time prescribed under paragraph 4 hereof and
such release becomes irrevocable in accordance with its
terms:
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a.
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Executive
acknowledges that on account of his voluntary resignation
hereunder, the Company’s obligations under that certain
Employment Agreement by and between Executive and the Company dated
July 14, 2004 (his “Employment Agreement”), are
extinguished, in their entirety, without the payment of
compensation or benefits, and that he is not otherwise entitled to
severance or similar amounts under any separate plan, policy or
program maintained by the Company.
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b.
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The
Company acknowledges that on account of Executive’s voluntary
resignation hereunder, Executive’s obligations under his
Employment Agreement are extinguished, in their entirety, except as
set forth herein.
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4. Severance Amount: Provided
that Executive executes a General Wavier and Release in the form
attached hereto as Exhibit A during the 21 days following his
Separation Date and such General Waiver and Release becomes
irrevocable in accordance with its terms, the Company shall pay or
provide to Executive:
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a.
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His
base compensation at the periodic rate in effect as of his
Separation Date, to be paid as of each of the Company’s
regularly scheduled pay dates during the period commencing as of
his Separation Date and ending as of December 31, 2009;
provided that the initial payment thereof shall be no earlier than
the date on which Executive’s General Waiver and Release is
irrevocable in accordance with its terms;
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b.
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A
monthly amount equal to the dues payable with respect to
Executive’s membership in the Greystone Golf and Country
Club, such amount to be paid during the period specified in
subparagraph a hereof; and
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c.
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Title
to that certain 2006 Toyota Avalon currently in his possession, to
be transferred as of the date on which Executive’s Waiver and
Release shall become irrevocable.
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Notwithstanding the foregoing, if
during the Restricted Period, Executive is employed in, or engages
in, the Business in the Territory, any payments required under
subparagraphs a and b hereof shall cease. Executive agrees that he
shall promptly inform the Company of any such employment and that
he shall reimburse to the Company the amount of any payment made
hereunder with respect to the period after such employment
commences. For this purpose, the term “Restricted
Period” means the period
commencing on Executive’s Separation Date
and ending as of December 31, 2009; “Business”
means commercial banking or the lending of money, to the extent
actively engaged in by the Alabama division of the Company during
the Restricted Period; “Territory” means the counties
of Jefferson, Madison, Morgan, and Shelby, Alabama.
5. Equity Compensation:
Executive acknowledges that restricted stock awarded to him under
the Company’s 2001 Long-Term Incentive Plan (the
“LTIP”) with respect to services to be performed during
the Company’s 2009 fiscal year, shall be forfeited and
cancelled as of his Separation Date.
Any stock options granted to
Executive under the LTIP that are vested and remain unexercised as
of his Separation Date shall remain exercisable during the 60-day
period following his Separation Date in accordance with their
terms. Executive acknowledges that options not vested as of his
Separation Date, if any, shall be cancelled and forfeited to the
Company as of such date. Options otherwise exercisable hereunder
that remain unexercised at the conclusion of such 60-day period
shall be cancelled and forfeited to the Company at the conclusion
of such period.
6. Other Benefits and
Compensation: Except as may be expressly provided herein, this
Agreement is not intended to affect, increase or restrict
Executive’s benefits, rights and coverages under the separate
employee benefit plans, policies and programs generally maintained
by the Company for the benefit of its employees or officers in
which Executive participated as of his Separation Date, including
any contribution that may be due to Executive under the terms of
the Company’s tax-qualified retirement plan with respect to
Executive’s compensation paid or accrued during the
Company’s 2008 fiscal year; provided that Executive
acknowledges that he is not entitled to a bonus under the
Company’s Annual Incentive Plan for services that he
performed in 2008, that he will not be entitled to a bonus under
such plan with respect to any services that he has performed during
2009, and that any amount paid pursuant to paragraph 3 hereof shall
not be taken into account for purposes of any contribution to any
such plan or be eligible for deferral thereunder.
7. Executive’s
Covenants: During the Restricted Period, Executive shall not,
directly or indirectly, knowingly:
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a.
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Solicit
or contact for business purposes any existing customer of the
Company, or solicit or contact for business purposes any
prospective customer of the Company, in either case for the purpose
of competing with the Business;
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b.
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Induce,
or attempt to induce, any employee, agent or consultant of the
Company to violate any covenant to which Executive is otherwise
bound hereunder;
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c.
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Interfere
with any existing agreements or other arrangements to which the
Company is a party, or interfere with any proposed agreement or
arrangement to which the Company may be a party; or
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d.
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Induce,
or attempt to induce, solicit, offer or aid others to offer
employment or engagement as a consultant or agent to any one who is
a full-time employee, agent or consultant of the Company as of his
Separation Date.
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In addition, during the Restricted
Period and at all times thereafter, Executive shall not disclose to
any person, except as may be required by law, any non-public
information concerning the business, clients or affairs of the
Company for any reason or purpose whatsoever. Executive shall
further not make any use
2
of such non-public information for his own
purpose or for the benefit of anyone else, except the
Company.
8. Return of Property: Except
as provided herein, Executive shall promptly return to the Company
all of the property of the Company, including, without limitation,
equipment, computers, fax machines, portable telephones, printers,
software, credit cards, manuals, customer lists, financial data,
letters, notes, notebooks, reports and copies of any of the above
and any confidential information that is in the possession or under
the control of Employee.
9. Nondisparagement: As a
material inducement to the Company to enter into this Agreement,
Executive agrees that he will not:
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a.
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Publicly
criticize or disparage the Company, or privately criticize or
disparage the Company, in any manner intended or reasonably
calculated to result in public embarrassment to, or injury to the
reputation of, the Company in any community in which the Company is
engaged in business; or
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b.
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Damage
the property of the Company or otherwise engage in any misconduct
which is injurious to the business or reputation of the
Company.
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Notwithstanding the foregoing,
Executive shall not be deemed in breach of the covenants contained
herein solely by reason of testimony compelled by process of
law.
Likewise, the Company agrees that it
will not publicly or privately criticize or disparage Executive in
a manner intended or reasonably calculated to result in
embarrassment to, or injury to the reputation of, Executive in the
community, except that the Company shall report Executive’s
separation on Form 8-K and as otherwise may be required under
applicable law.
10. No Participation in
Claims: Executive waives any right to in any way voluntarily
assist any individual or entity in commencing or prosecuting any
action or proceeding including, but not limited to, any
administrative claims, charges or complaints and/or any lawsuit
against the Company, or to in any way voluntarily participate or
cooperate in any such action or proceeding, except to the
extent such waiver may be prohibited by law or as to an employment
discrimination claim prosecuted by another employee or
administrative body.
11. Representations: By
execution of this Agreement, Executive represents that no claim,
charge, complaint or action by Executive against the Company exists
in any forum or form. In the event any such claim, charge,
complaint or action has been filed, Executive shall not be entitled
to recover any monies or other
