EXHIBIT 10.2
MUTUAL TERMINATION OF TO BE ASSUMED
EXECUTIVE SERVICES AGREEMENT, RETENTION INCENTIVE,
NON-COMPETITION/NON-SOLICITATION/ANTI-PIRACY AND
EMPLOYMENT AGREEMENT
This Mutual Termination of to be Assumed Executive Services Agreement,
Retention Incentive, Non-Competition/Non-Solicitation/Anti-Piracy and Employment
Agreement (hereinafter "Agreement"), is entered into by and between BANCORPSOUTH
BANK, a Mississippi banking corporation, (hereinafter "BXS") and Executive of
Pinnacle Bank, ▇▇▇▇▇ ▇▇▇▇▇, (hereinafter "Officer").
WHEREAS, pursuant to that certain Agreement and Plan of Merger
(hereinafter the "Merger Agreement"), by and between BancorpSouth, Inc. and
Pinnacle BancShares, Inc. and their respective bank subsidiaries, BXS and
Pinnacle Bank, (Pinnacle BancShares, Inc. and Pinnacle Bank hereinafter
collectively referred to as "Pinnacle"), Pinnacle will be merged with and into
BancorpSouth, Inc. and BXS respectively (the "Merger"); and
WHEREAS, Officer is currently the EXECUTIVE VICE PRESIDENT AND CHIEF
LENDING OFFICER of Pinnacle and a DIRECTOR of Pinnacle; and
WHEREAS, Pinnacle and Officer have previously entered into an Executive
Services Agreement, dated the 1st day of December, 2000 hereafter (the "Prior
Agreement"); and
WHEREAS, Officer was one of the Pinnacle Executives, Pinnacle
Shareholders, and Pinnacle Directors who played a major role in inducing BXS to
enter into the Merger Agreement, in material part by execution of this
Agreement, which will enable Officer to personally receive benefits thereunder
and hereunder; and
WHEREAS, BXS desires to retain the full-time dedicated services of
Officer after the Merger as a significant officer of BXS associated with what
will become the BancorpSouth, Little Rock, Arkansas community bank, or as such
other assigned position in and around Little Rock, Pulaski County, Arkansas, or
otherwise in the State of Arkansas, or in such other analogous capacity and
officer position as may be assigned by BXS after the Merger; and
WHEREAS, Officer possesses the requisite skills, knowledge, background
and experience to fulfill all of BXS' requirements in such regard, and Officer
desires to provide services to BXS in such capacity or capacities, and, in
consideration of (a) partial recognition of the considerations under the
aforementioned Prior Agreement, (b) additional and valuable considerations
arising out of the Merger, and (c) additional and valuable considerations
arising and to arise in the future under this Agreement, BXS desires to retain
the services of Officer for a period of years with Officer agreeing to waive and
release his rights under the Prior Agreement, with this Agreement superceding
same; and
WHEREAS, effective upon the Effective Time (as defined in the Merger
Agreement, hereinafter the "Effective Time") of the Merger and in consideration
of BXS entering into this Agreement and the Merger Agreement, Officer is
available and willing to provide such services upon the terms and conditions
hereinafter set forth, with the in effect partial waivers, plus additional
benefits provided hereunder; and
WHEREAS, Officer acknowledges that BXS is entering into this Agreement
and offering Officer employment in reliance upon (a) Officer's execution of this
Agreement, (b) Officer as a
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Shareholder voting in favor of the Merger Agreement, and (c) Officer's agreement
to be bound by the provisions of this Agreement, with Officer expressly
acknowledging that but for Officer's willingness to enter into this Agreement,
including the anti-piracy/non-solicitation/non-competition covenants, all
incident to the Merger, BXS would not have merged with Pinnacle; and
WHEREAS, by virtue of the considerations paid under the Merger
Agreement, which to a material extent, will personally inure to the benefit,
both financially, vocationally, and otherwise, of Officer, BXS believes and
Officer acknowledges that further additional value is rendered pursuant to and
under the Merger Agreement with its condition precedent, and to and under this
Agreement, by virtue of BXS making available and to make available further and
additional resources, methods and processes, and potential financial services,
contacts, and customers for the benefit of both BXS and Officer; that Officer
will receive opportunities to come in contact and service potential business and
customers of BXS that likely will generate good will for BXS and Officer alike;;
and
WHEREAS, because of the opportunities afforded as a consequence and
result of continued employment, without termination or discharge, constructive
or otherwise, made available hereunder solely by virtue of the contemporaneously
entered into Merger Agreement, Officer will be enabled to generate additional
contacts as a result of which existing, new, or potential business, contacts, or
customers of both BXS and the former Pinnacle will or may likely have contact
only with Officer; and
WHEREAS, Officer acknowledges that it is appropriate that this
Agreement be more restrictive as to non-solicitation, anti-piracy, and
non-competition than the Prior Agreement and Officer's continued employment
under this Agreement incident to the Merger; and
WHEREAS, both BXS and Officer have had the benefit of legal counsel
concerning the entry and effect of this Agreement, resulting in an
acknowledgment of legality, reasonableness under applicable law, and
enforceability; and
WHEREAS, BXS, through the undersigned, has authority to enter into the
provisions of this Agreement, including the grant of Shares hereunder; and
WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship for a specified term;
NOW, THEREFORE, in consideration of the foregoing and other valuable
consideration, including the substantial considerations flowing from and
pursuant to this Agreement being incident to the Merger and Merger Agreement,
the receipt and sufficiency of which is hereby expressly acknowledged, it is
AGREED as follows:
1. Term. Effective upon and following the Effective Time of the
Merger, BXS employs Officer from and after said date through
and until December 31, 2004, (the "Expiration Date"). However,
in the event the Merger Agreement is terminated, this
Agreement shall be void ab initio, cancelled and of no effect,
and the Officer's rights under the Prior Agreement shall
remain unaffected.
2. Compensation. Salary per annum for Officer shall be
$135,000.00. Officer will also be given performance objectives
pursuant to applicable BXS bonus plan(s) available for
similarly situated BXS Officers, which may allow Officer to
earn additional bonus compensation. In addition to the salary
and benefits specified herein, Officer will also be eligible
for salary increases, bonus payments, and other benefit
programs available to other similarly situated BXS officers.
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3. Performance Based Retention Bonus; Restricted Stock.
(A) Upon, and only upon, consummation, if any, of the Merger
Agreement at the Effective Time and only upon such Effective
Time, BXS shall award to Officer, immediately after the
Effective Time 8,000 shares of the Common Stock of
BancorpSouth, Inc., (the "Shares"), in consideration for the
successful performance of services to BXS, provided that such
Shares shall be subject to the formula, restrictions, and
risks of forfeiture described herein. Upon issuance, such
Shares shall be held by BXS and may be either authorized but
unissued shares held in the treasury of BancorpSouth, Inc. or
repurchased on the open market or in privately negotiated
transactions. Until awarded pursuant to the formula detailed
hereafter, Officer shall have no right to transfer the Shares
or any other right to the Shares, except that Officer shall
have the right to vote the Shares, and the right to receive
dividends which may be paid with respect thereto, if any.
(B) The Shares shall become non-forfeitable and shall be
released to Officer each December 31 after the Effective Time
at the rate of 1/3 of the Shares granted pursuant to this
Agreement until exhausted, or, in other words, 1/3 OR 2667
shares on 12/31/02, 1/3 OR 2667 shares on 12/31/03, and 1/3 OR
2666 shares on 12/31/04; PROVIDED and on the condition of,
thus non-forfeitable and to be released only upon the BXS
Little Rock community bank (or such other community bank
wherein Officer performs services for BXS) achieving at least
80% of the Performance Goal and a "yes" for its Customer
Service Goal under the BXS Employee Bonus Plan (the
"Performance Criteria"). If such performance incentives are
not achieved for any such year, the Shares that would have
been released shall be carried over to a subsequent calendar
year and thereafter become non-forfeitable and subject to
release to Officer in any such subsequent calendar year, if
any, during which the Performance Criteria are attained. At
the Expiration Date, any Shares which have not become
non-forfeitable and released pursuant to this Section 3(B)
shall, without regard to whether the Performance Criteria have
been attained in any prior year or the year in which the
Expiration Date occurs, become non-forfeitable and be released
to Officer. In addition, in the event Officer's employment is
terminated for any of the reasons as hereinafter detailed and
defined in Section 7, at any time prior to the Expiration
Date, BXS' obligation to release the Shares shall be governed
by said part 7 hereof. All Shares issued to Officer pursuant
to this Section 3 shall be registered by BancorpSouth, Inc.
under the Securities Act of 1933, as amended.
(C) Whenever Officer shall recognize compensation income as a
result of the receipt of Shares, Officer shall remit to BXS at
least the minimum amount of federal and state income and
employment tax withholding which BXS is required to remit to
the Internal Revenue Service and/or applicable state taxing
entity.
4. Loyalty, Duties and Services. Upon and only upon the Effective
Time, Officer shall be named and shall perform as a Vice
President of BXS, and ASSISTANT BRANCH MANAGER OF THE LITTLE
ROCK, ARKANSAS COMMUNITY BANK OF BXS, or in any comparable
level officer capacity assigned by BXS. Upon and only upon the
Effective Time, Officer shall accept employment hereunder and
agree to devote his full business time, skill, energies,
business judgment, knowledge, and best efforts to the
advancement of the best interests of BXS. The performance of
such duties on behalf of BXS will be consistent with the
standard of performance appropriately expected of other
employees of BXS in similar positions. Officer shall not,
without the prior written consent of BXS, directly or
indirectly, during the term of this Agreement,
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render services of any type or nature to or for any other
person or firm except on behalf of BXS, or engage in any
activity which Officer knows or reasonably should know to be
competitive with or adverse to BXS or any of its parent
organizations or Affiliates, whether alone, as a partner, or
as an officer, director, employee, or shareholder, provided,
however, that nothing in this Agreement shall preclude (and to
the contrary Officer may be so encouraged) Officer from
devoting time during reasonable periods required for: (i)
serving, not in contravention with BXS's policies, as a
director or member of a committee of any company or
organization involving no conflict of interest with BXS or any
of its subsidiaries or affiliates, (ii) delivering lectures
and fulfilling speaking engagements; (iii) engaging in
charitable and community activities; (iv) investing his
personal assets; and (v) other activities that do not
otherwise conflict with the provisions of this Agreement.
5. Confidentiality. Officer will not disclose at any time the
existence or terms of this Agreement, or any secret or
proprietary information or any other confidential information
concerning the business, affairs or operations of BXS,
BancorpSouth, Inc. or any of its or their Affiliates.
6. (A) Reasonable and Reasons for Restrictions. In addition to
the acknowledgments, considerations, and understandings
elsewhere contained and made herein, Officer acknowledges that
his ability to manage, supervise, service, and maintain past,
present and future relationships of BXS, loans of BXS,
customers of BXS, officers and directors of BXS, supervisors
of BXS, and other employees of BXS, and any and all other
matters associated with the management and business of BXS,
(with the potential of receiving bonus compensation), is made
possible through the facilities of and opportunities presented
by BXS, which have, and will continue to enable Officer to
further Officer's own career. Thus, Officer acknowledges that
Officer is being fully and fairly compensated by BXS for
Officer's services hereunder. Because of the foregoing,
Officer understands that the hereinafter restrictions and the
time frames for same are reasonable and necessary, and but for
these restrictions, BXS would not have entered into this
Agreement and BXS would not devote its time, resources and
services to and with Officer, and would not have so made its
material investment in Officer, of and from which Officer has
and will directly benefit, in advancement, skills,
compensation, bonuses, and benefits. BXS and Officer mutually
acknowledge that it is appropriate to restrict Officer from
competing with BXS as hereinafter provided for a specific and
limited territory and for the herein stated time frames,
restrictions which are reasonable and necessary.
(B) ANTI-PIRACY. OFFICER THEREFORE EXPRESSLY AGREES THAT
DURING THE TERM HEREOF AND UPON OFFICER'S TERMINATION OF
EMPLOYMENT PURSUANT TO SECTIONS 7(A) OR (G) FOR A PERIOD
COMMENCING ON THE DATE OF SUCH TERMINATION UNTIL THE
EXPIRATION DATE, OFFICER WILL NOT, DIRECTLY OR INDIRECTLY, FOR
HIMSELF OR FOR ANOTHER, IN ANY MANNER WHATSOEVER, SOLICIT,
UTILIZE, OR AID ANOTHER IN THE SOLICITATION, OR UTILIZATION OF
BXS ACCOUNTS, INFORMATION, CUSTOMERS, OR ANY OTHER DATA OR
INFORMATION OF WHATSOEVER KIND OR NATURE; PROVIDED, HOWEVER,
THAT THIS SECTION 6(B) SHALL NOT PROHIBIT OFFICER FROM
SOLICITING OR CONTACTING CUSTOMERS OR RELATIONSHIPS OF OFFICER
IN AN INDUSTRY OR BUSINESS OTHER THAN THAT OF A COMPETING
BUSINESS (AS DEFINED BELOW). PROVIDED, FURTHER, THAT IN THE
EVENT THIS AGREEMENT TERMINATES (AND IS NOT RENEWED OR
EXTENDED) AS A RESULT OF THE OCCURRENCE OF THE EXPIRATION
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DATE OR PURSUANT TO SECTION 7(B), THE RESTRICTIONS SET FORTH
IN THIS SECTION 6(B) SHALL BE TERMINATED AND OF NO FURTHER
FORCE AND EFFECT.
(C) NON-SOLICITATION. IN LIKE MANNER, DURING THE TERM HEREOF
AND UPON OFFICER'S TERMINATION OF EMPLOYMENT PURSUANT TO
SECTIONS 7(A), (B) OR (G) FOR A PERIOD COMMENCING ON THE DATE
OF SUCH TERMINATION UNTIL THE EXPIRATION DATE, OFFICER WILL
NOT INDUCE OR ATTEMPT TO INDUCE ANY OTHER EMPLOYEE OF BXS OR
ANY OF ITS AFFILIATES OR ITS PARENT TO TERMINATE THEIR
EMPLOYMENT OR TO VIOLATE ANY COVENANT THAT ANY SUCH OTHER
EMPLOYEE MAY HAVE WITH BXS, ITS PARENT OR AFFILIATES;
PROVIDED, HOWEVER, THAT IN THE EVENT THIS AGREEMENT TERMINATES
(AND IS NOT RENEWED OR EXTENDED) AS A RESULT OF THE OCCURRENCE
OF THE EXPIRATION DATE, THE RESTRICTIONS SET FORTH IN THIS
SECTION 6(C) SHALL BE TERMINATED AND OF NO FURTHER FORCE AND
EFFECT.
(D) NON-COMPETITION. OFFICER COVENANTS AND AGREES WITH BXS
THAT DURING THE TERM HEREOF AND UPON OFFICER'S TERMINATION OF
EMPLOYMENT PURSUANT TO SECTIONS 7(A) OR (G) FOR A PERIOD
COMMENCING ON THE DATE OF SUCH TERMINATION UNTIL THE
EXPIRATION DATE, OFFICER WILL NOT DIRECTLY OR INDIRECTLY OR IN
ANY FASHION WHATSOEVER, FOR HIMSELF OR FOR ANY OTHER PERSON,
FIRM, CORPORATION, ASSOCIATION OR OTHER ENTITY, AS A PARTNER,
STOCKHOLDER, OR OTHERWISE, (A) OPERATE, DEVELOP OR OWN ANY
INTEREST IN ANY COMPETING BUSINESS WITH BXS WITHIN THE
TERRITORY; (B) COMPETE WITH BXS, ITS PARENT OR ITS AFFILIATES
IN THE OPERATION OR DEVELOPMENT OF ANY COMPETING BUSINESS
WITHIN THE TERRITORY; (C) BE EMPLOYED BY OR CONSULT WITH ANY
COMPETING BUSINESS WITHIN THE TERRITORY; (D) ENGAGE IN ANY
COMPETING BUSINESS WITHIN THE TERRITORY OR ACT AS A BANK OR
FINANCIAL SERVICES EMPLOYEE, REPRESENTATIVE, MANAGER,
SUPERVISOR, OFFICER, CUSTOMER SERVICE REPRESENTATIVE,
CONSULTANT OR LOAN OFFICER ON BEHALF OF ANY COMPETING BUSINESS
WITHIN THE TERRITORY; OR (E) CALL UPON, COMMUNICATE WITH, OR
OTHERWISE ATTEMPT TO INDUCE, SERVICE, SOLICIT, SECURE, OR
MAINTAIN ANY FINANCIAL SERVICES ACCOUNT, LOAN, OR RELATED
PRODUCT ON BEHALF OF A COMPETING BUSINESS, IN THE TERRITORY;
PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION SHALL BE
CONSTRUED SO AS TO PRECLUDE OFFICER FROM INVESTING IN ANY
PUBLICLY OR PRIVATELY HELD COMPANY, PROVIDED EXECUTIVE'S
BENEFICIAL OWNERSHIP OF ANY CLASS OF SUCH COMPANY'S SECURITIES
DOES NOT EXCEED 5% OF THE OUTSTANDING SECURITIES OF SUCH
CLASS, PROVIDED, FURTHER, THAT IN THE EVENT THIS AGREEMENT
TERMINATES (AND IS NOT RENEWED OR EXTENDED) AS A RESULT OF THE
OCCURRENCE OF THE EXPIRATION DATE OR PURSUANT TO SECTION 7(B),
THE RESTRICTIONS SET FORTH IN THIS SECTION 6(D) SHALL LIKEWISE
TERMINATE AND BE OF NO FURTHER FORCE AND EFFECT. AS USED
HEREIN, THE TERM "TERRITORY" SHALL MEAN PULASKI COUNTY,
ARKANSAS AND SHALL MEAN SUCH OTHER COUNTY OR PARISH WHEREIN
OFFICER MAY THEN BE PHYSICALLY LOCATED AS HIS PRINCIPAL BXS
OFFICE FOR THE PERFORMING OF SERVICES FOR BXS HEREUNDER.
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(E) FOR PURPOSES OF THIS SECTION 6, THE TERM COMPETING
BUSINESS SHALL BE DEFINED AS AN FDIC INSURED INSTITUTION.
(F) Remedies. Officer hereby acknowledges that in the event he
violates, threatens to violate, or attempts to violate any of
the foregoing, money damages shall be an inadequate remedy for
BXS, and Officer agrees that BXS shall be entitled to obtain,
in addition to any other remedy provided by law or in equity,
an injunction against his actual, threatened, or attempted
violation of these obligations to BXS.
7. Termination. This Agreement may or shall be terminated upon
any of the following occurrences:
A. BXS may terminate Officer's employment for Just
Cause. As used herein, termination for "Just Cause"
shall include termination due to
An act by Officer in the good faith judgment of the
Board of Directors of BXS of dishonesty, embezzlement
or fraud against BXS, its parent and/or an Affiliate;
Officer's conviction of a misdemeanor involving
dishonesty or breach of trust; Officer's conviction
of a felony; or the issuance of any order for
Officer's removal as an employee of BXS, its parent
or an Affiliate by any state or federal regulatory
agency or court of competent jurisdiction.
In the event of Officer's termination of employment
for Just Cause, (subject to the right of offset by
BXS for the actual economic damages associated with
the Just Cause) Officer shall only be entitled to the
then accrued and earned portion of compensation due
to Officer hereunder, as of the date of termination
of employment for Just Cause and Officer shall have
no right to receive any compensation or other
benefits for any period after termination of
employment for Just Cause.
B. BXS may terminate Officer's employment without Just
Cause at any time, upon thirty (30) days prior
written Notice of Termination. In the event Officer's
employment under this Agreement is so terminated
without Just Cause, Officer shall only be entitled to
then accrued and earned portion of compensation due
to Officer hereunder, as of the date of termination
of employment without Just Cause, and (except as
provided in Section 7(H) below) Officer shall have no
right to receive any compensation or other benefits
for any period after termination of employment
without Just Cause.
C. By mutual agreement of BXS and Officer in writing and
signed by each such party. Said agreement shall
specify the compensation and benefits due to Officer
in the event of mutual agreement of termination.
D. The death of Officer. In such event, the estate of
Officer shall be entitled to a claim for Officer's
accrued and earned portion of compensation described
herein as of the date of death plus the balance of
any compensation due through the calendar year of the
date of Officer's death.
E. Upon Disability of Officer. In the event of
disability, Officer shall be credited with up to 500
hours in sick time in order to cover any short term
illness or disability and bridge the gap until such
time as Officer begins receiving disability payments
pursuant to the applicable BXS's disability plan
under which Officer
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will be an eligible participant in accordance with
the applicable terms thereof. "Disability" shall mean
Officer is unable to perform his duties under this
Agreement for a period of greater than ninety (90)
consecutive days as a result of Officer's incapacity
due to physical or mental illness as defined in the
aforesaid plan.
F. Expiration of the term of this Agreement, that is, on
the Expiration Date, in which event Officer shall
have no right to receive any compensation or other
benefits, unless then accrued and earned as of the
Expiration Date.
G. Voluntarily by Officer at any time. In the event of
voluntary termination by Officer, Officer shall be
entitled to receive only his then accrued and earned
portion of compensation described herein.
H. In the event of a termination of Officer's employment
pursuant to Section 7(B) above or upon the occurrence
of a "Change of Control", all Shares awarded to
Officer pursuant to Section 3 of this Agreement shall
become immediately released and non-forfeitable.
Additionally, upon the termination of Officer's
employment pursuant to this Section 7, Officer shall
be entitled to all other accrued or vested benefits
under all benefit plans in which Officer is
participating in accordance with the terms therein.
"Change of Control" shall be defined as an occurrence
where (i) any acquiring entity acquires in a
transaction or in a series of transactions fifty
(50%) percent or more of the voting securities of BXS
or BancorpSouth, Inc.; or (ii) an Acquiring Entity
acquired in a transaction or in a series of
transactions more than either (A) assets representing
fifty (50%) percent or more of the book value of BXS
or BancorpSouth, Inc.; (B) assets generating fifty
(50%) percent or more of the net revenues of BXS or
BancorpSouth, Inc.; or (C) assets representing
substantially all of BXS's or BancorpSouth, Inc.'s
tangible and intangible assets used in the conduct of
its business. For purposes of the foregoing: (i) the
book value of such assets shall be determined as of
the end of the fiscal year of BXS or BancorpSouth,
Inc., as applicable preceding the year in which the
Change of Control occurs; and (ii) net revenues shall
be the net revenues of BXS or BancorpSouth, Inc., as
applicable for the fiscal year prior to the year in
which the Change of Control occurs. Book value and
net revenues shall be determined in accordance with
generally accepted accounting principles.
8. Termination of Prior Agreement. Officer hereby agrees that
this Agreement supercedes and replaces the Prior Agreement,
and that the Prior Agreement is therefore modified by this
Agreement by being terminated, void, and without effect.
Officer hereby waives, relinquishes, discharges and releases
all rights to any payments or other benefits he now has or may
ever have under the Prior Agreement or any other bonus
payments, performance reward payments, severance payments,
change of control payments or similar payments or compensation
to which he may otherwise be or become entitled arising out of
his employment relationship as an Executive or otherwise with
Pinnacle. Further, Officer releases BancorpSouth, Inc., BXS,
Pinnacle, and all their respective subsidiaries and Affiliates
and their respective successors, predecessors, and assigns,
from any and all claims, actions, or liabilities related to,
or arising from, the Prior Agreement or otherwise. Provided
however, in the event this Agreement is voided ab initio by
virtue of termination of the Merger Agreement, then the Prior
Agreement and all of Officer's rights and obligations
thereunder shall be reinstated ab initio as if this Agreement
never arose.
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9. Covenants of Officer. Officer covenants that, as of the date
of this Agreement, that Officer is not in violation of any
agreement, covenant, or other commitment of Officer to do, or
refrain from doing, any act, and that by entering into this
Agreement, Officer will not thereby violate any such
agreement, covenant, or other binding commitment, if any.
Officer further represents and acknowledges that (except as
disclosed in the Disclosure Schedules of the Merger Agreement)
Officer, as of the Effective Date, has not received any
payment whatsoever pursuant to the Prior Agreement, or other
severance or change in control payments from Pinnacle or
otherwise.
10. Affiliates. For purposes of this Agreement, parent or
affiliate shall mean any entity which controls, is controlled
by, or is under common control with BancorpSouth, Inc. or BXS,
including but not limited to, BancorpSouth Insurance Services,
Inc., Personal Finance Corporation, BancorpSouth Investment
Services, Inc., and Century Credit Life Insurance Company; and
as to Pinnacle, Pinnacle Capital Resources, Inc. and Pinnacle
Bank Home Loan Company, Inc.
11. Successors and Assigns.
1. This Agreement shall inure to the benefit of and be binding
upon any corporate or other successor of BXS, which may
acquire, directly or indirectly, by merger, consolidation,
purchase or otherwise, all or substantially all of the assets
or stock of BXS.
2. Since BXS is contracting for the unique and personal skills
of Officer, Officer shall be precluded from assigning or
delegating his rights or duties hereunder.
12. Amendments. No amendments or additions to this Agreement shall
be binding upon the parties hereto unless made in writing and
signed by both parties.
13. Applicable Law. Notwithstanding the place of performance of
the services hereunder or Officer's residence, this Agreement
shall be governed by in all respects whether as to validity,
construction, capacity, performance or otherwise, by the laws
of the State of Arkansas applicable to contracts, excluding
its conflicts of laws.
14. Entire Agreement. This Agreement, together with the exhibits
or modifications hereof as agreed to in writing by the
parties, shall constitute the entire agreement between the
parties hereto.
THIS the 14th day of November, 2001.
BANCORPSOUTH BANK
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
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