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RENASANT CORPORATION SEVERANCE PAY PLAN

Termination Severance Agreement

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RENASANT CORPORATION

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Title: RENASANT CORPORATION SEVERANCE PAY PLAN
Governing Law: Mississippi     Date: 2/17/2009
Industry: Regional Banks     Sector: Financial

RENASANT CORPORATION SEVERANCE PAY PLAN, Parties: renasant corporation
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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

 

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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


 
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