Exhibit 10.5
RENASANT
CORPORATION
SEVERANCE PAY PLAN
THIS SEVERANCE PAY
PLAN (the
“Plan”) is adopted and maintained by Renasant
Corporation (the “Company”), to be effective as of
January 1, 2009. Benefits under this Plan are in lieu of any
other severance or similar amount payable on account of your
termination of employment under any other plan, policy or program
maintained by your Employer.
1. Introduction:
This Plan is intended to be a
welfare benefit plan within the meaning of ERISA; it provides
severance benefits to eligible officers and employees of the
Company and any subsidiary of the Company at least 80% of which is
owned, directly or indirectly, by the Company (collectively with
the Company, called your “Employer”). This document,
including Exhibit A, serves as both the Plan document and its
summary plan description.
2. Eligibility:
You become eligible to receive
benefits under the Plan if the Board of Directors of the Company,
or any officer of the Company to whom the Board of Directors has
delegated authority to act on its behalf with respect to the Plan,
designates you as an eligible participant in the Plan (referred to
herein as a “Participant”).
a. Regular Severance. If you
are a Participant, you will be eligible to receive Regular
Severance, provided you satisfy all of the following
conditions when your employment ends:
|
|
•
|
|
You are not involuntarily
terminated by your Employer for Cause (as defined below) or your
employment does not end on account of your disability, death,
resignation or retirement;
|
|
|
•
|
|
You are not a party to an
employment agreement with your Employer; and
|
|
|
•
|
|
You sign a Wavier and Release in
the form required by your Employer, which includes a release of any
claims you may then possess against your Employer and your Wavier
and Release becomes irrevocable.
|
b. Change In Control
Severance. If you are a Participant, you will be eligible to
receive Change in Control Severance, provided you satisfy all of
the following conditions when your employment ends:
|
|
•
|
|
The Company has experienced a
Change in Control (as defined below);
|
|
|
•
|
|
You are not a party to an
employment agreement with your Employer;
|
|
|
•
|
|
You sign a Wavier and Release in
the form required by your Employer, which includes a release of any
claims you may then possess against your Employer and your Wavier
and Release becomes irrevocable; and
|
|
|
•
|
|
You are involuntarily terminated
by the Company, without Cause, or you terminate your employment
with the Company for Good Reason (as defined below), in either case
occurring within 24 months following the Change in
Control.
|
3. Benefits:
Severance consists of cash benefits
and COBRA continuation payments. The amount of your Regular or
Change in Control Severance depends upon your position at the time
your
employment ends and is subject to any conditions
or maximum aggregate payout to all Participants in the Plan, as may
be established from time to time by the Board of
Directors:
|
|
|
|
|
|
Type of
Severance
|
|
Base
Salary Benefit
|
|
COBRA
Continuation Payments
|
|
Regular
|
|
1 week for each
Year of Service
|
|
6
months
|
|
|
4
weeks
minimum
|
|
|
|
26
weeks maximum
|
|
|
Change in
Control
|
|
26
weeks
|
|
18
months
|
a. Years of Service. A
“Year of Service” is measured as a consecutive 12-month
period of service; partial years of service are disregarded. If you
terminate your employment and you are later rehired, only service
from your rehire date will be considered.
b. Premium Payments. If you
receive COBRA continuation payments, your Employer will pay COBRA
premiums for you and your dependents enrolled in the
Company’s health plans (major medical, vision and dental) as
of the most recent annual enrollment period. Your COBRA
continuation payments are contingent upon your timely election to
continue your medical benefits in accordance with COBRA. Payments
will end before the number of months specified above if the COBRA
continuation period for you or any of your dependents ends
earlier.
c. Payments. Cash payments
will be paid in the form of a single sum 30 days following the date
on which your employment ends, provided you have then satisfied all
of the applicable conditions. As a condition of any payment, your
Employer can withhold any taxes that are required by law to be
withheld.
d. Payment Delay. Although
unlikely, if you are a “specified employee” at the time
your employment ceases, your Employer may be required to delay some
or all of your payments until the first business day of the seventh
month following your termination. If this delay occurs, payment
will be made as soon as practicable, but without liability for
interest or loss of investment opportunity. The definition of the
term “specified employee” is included in
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), and is complex. Generally, it refers to
“officers” and others with administrative or managerial
authority whose annual compensation is in excess of $130,000 (as
may be adjusted from time to time), but not more than a total of 50
employees. Your Employer will determine your status at the time of
your termination and inform you if you are a specified employee
whose payments are subject to delay.
4. Administration and
Claims: The Board of
Directors of the Company administers this Plan in its discretion.
The Board has delegated to the Company’s Chief Executive
Officer the authority to designate the employees of the Company and
its subsidiaries eligible to be Participants in the Plan. The Board
has delegated to the Company’s Human Resources Department the
authority to oversee the day-to-day administration of this Plan. In
this capacity, the Human Resources Department, among other things,
determines your position at the time of your termination and the
amount of your benefit. The Human Resources Department will also
provide you with the Waiver and Release necessary to receive your
benefits. In connection with its administration of the Plan, the
Human Resources Department can adopt rules and procedures and
interpret the Plan and any form or document related to the Plan,
including the
- 2 -
resolution of uncertainty created by any
conflict, ambiguity or omission contained in the Plan and/or its
related documents, subject to the final determination of the Board
of Directors.
a. Claims. It is not
necessary to make a claim or application to receive your Regular or
a Change in Control Severance; you will receive any necessary
documents from your Employer at the time of your termination. If
you believe that you are eligible to receive a benefit, or that the
amount of your benefit has not been correctly determined, you can
make a claim to have your benefit redetermined. To make a claim,
you must file a written statement with the Human Resources
Department that explains why you believe you are entitled to a
payment and identifies the provisions of the Plan you are relying
upon to make your claim.
Once it receives your claim, the
Human Resources Department, on behalf of the Board of Directors,
will respond, in writing, within 90 days. If it denies your claim,
in whole or in part, the response will include the reasons why your
claim is denied, and it will identify the Plan provisions and
employment records upon which the denial is based. You can appeal a
denial by writing to the Human Resources Department not later than
60 days after the denial. Your appeal should explain why you
believe the denial is incorrect and it should include any
information or documents you believe support your position. Before
you submit your appeal, you can request copies of any documents in
the possession of your Employer that are relevant to the
determination of your benefit, such as your salary history or a
copy of the Plan. The Board of Directors will review your appeal
and provide you with written notice of its disposition not later
than 60 days after it is received.
b. Arbitration. In the event
that any dispute or controversy arises in connection with this Plan
and you have exhausted the Plan’s claims procedures, your
dispute or controversy will be resolved by arbitration. The
consideration for your agreement to arbitration is your receipt of
benefits under the Plan. Any arbitration proceeding will be
conducted in accordance with the employment rules of the American
Arbitration Association (“AAA”). Any dispute or claim
will be presented to a single arbitrator selected by our mutual
agreement (or the arbitrator will be selected in accordance with
the rules of the AAA). All determinations of the arbitrator will be
final and binding upon you and the Employer. Each party to the
arbitration proceeding will be