EXHIBIT 10-d
TRUSTMARK CORPORATION
FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT FOR ASSOCIATE
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Granted <>
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This Non-Qualified Stock Option Agreement is entered into pursuant to the 2005
Stock and Incentive Compensation Plan (the "Plan") of Trustmark Corporation (the
"Company") and evidences the grant of a Non-Qualified Stock Option (as defined
in the Plan), and the terms, conditions and restrictions pertaining thereto, to
<> (the "Associate"). This Agreement also describes the terms and
conditions of the Option.
WHEREAS, the Company maintains the Plan under which the Committee (as defined in
the Plan) may, among other things, award Non-Qualified Stock Options to purchase
shares of the Company's common stock ("Stock") to such key associates of the
Company and its Subsidiaries as the Committee may determine, subject to terms,
conditions and restrictions as it may deem appropriate; and
WHEREAS, pursuant to the Plan, the Committee has granted to the Associate a
Non-Qualified Stock Option award conditioned upon the execution by the Company
and the Associate of a Non-Qualified Stock Option Agreement setting forth all
the terms and conditions applicable to such award;
NOW THEREFORE, in consideration of the benefits which the Company expects to be
derived from the services rendered to it and its Subsidiaries by the Associate
and of the covenants contained herein, the parties hereby agree as follows:
1. Grant of Option. The Committee hereby grants to the Associate a
Non-Qualified Stock Option on <> (the "Award Date") to purchase
all or any part of a total of <> shares of Stock at a price of
$<> per share, subject to the terms, conditions, and restrictions
set forth in this Agreement.
2. Term.
(a) Normal Term. The term of the Option is 7 years, through <> (the "normal term"), provided, however, that the Option may be
terminated earlier as provided below.
(b) Early Termination in connection with Cessation of Employment.
(i) Termination for Reasons other than Cause. In the event of a
cessation of the Associate's employment due to his or her death,
disability (within the meaning of Section 22(e)(3) of the
Internal Revenue Code), normal retirement at or after age 65,
termination by the Company or any of its Subsidiaries for reasons
other than "cause," or termination by the Associate, the Option,
to the extent exercisable at such date of cessation of
employment, will remain outstanding for the lesser of 1 year or
the balance of its normal term and shall then terminate at the
end of such shorter period.
(ii) Termination by the Company for Cause. In the event of a cessation
of the Associate's employment due to termination by the Company
or any of its Subsidiaries for "cause," the Option, to the extent
exercisable at such date of cessation of employment, will remain
outstanding for the lesser of 30 days or the balance of its
normal term and shall then terminate at the end of such shorter
period.
For purposes of this paragraph "cause" shall mean continued
neglect of duty, willful and material misconduct in connection
with the performance of the Associate's duties and obligations,
and any other conduct of the Associate involving moral turpitude,
commission of a crime or habitual drunkenness or drug abuse, that
would make retention of the Associate in his or her position with
the Company prejudicial to its best interests.
3. Payment of Exercise Price. The exercise price will be payable in full upon
exercise of the Option, and such purchase price may be paid either in cash,
or in shares of Stock which either have been held for more than six months
or were not acquired in a compensatory transaction with an award date after
June 30, 2000 (which shares shall be valued for such purpose at the average
of the high and low sales price of such Stock as reported by the NASDAQ
Stock Market on ▇▇▇▇▇▇.▇▇▇ for the date of exercise), or in a combination
of cash and such Stock. The exercise may also be effected by a cashless
exercise as permitted by the Committee and applicable law.
4. Transferability. The Option may not be transferred by the Associate except
by will or by the laws of descent and distribution or by a transfer, in
whole or in part, without consideration by gift to a family member of the
Associate. For purposes hereof, "family member" means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Associate's household (other than a
tenant or employee) or a trust in which these persons have more than fifty
percent of the beneficial interest. No transfer of the Option in whole or
in part by gift to a family member shall be effective until the Corporation
receives written notice of such transfer in a form acceptable to it. The
attached Transfer by Gift to Family Member form may be used to effect such
a transfer by gift and the delivery of a completed copy of such form to the
Corporation shall constitute notice to the Corporation.
5. Exercise and Forfeiture.
(a) Exercisability. The Option is first exercisable, in whole or in part,
from and after the applicable time provided below:
(i) Options with respect to the shares awarded under this Agreement
shall be first exercisable (determined in the aggregate) as
follows determined at any time by reference to the anniversary of
the Award Date to which the Associate is continuously employed by
the Company or any of its Subsidiaries from the Award Date:
Anniversary of Percent of the Award
the Award Date Shares which Are Exercisable
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(ii) Notwithstanding the foregoing conditions in (i) above, if a
Change in Control (as defined in the Plan) occurs after the Award
Date and before the termination or forfeiture of the Option and
if the Associate is continuously employed by the Company or any
of its Subsidiaries from the Award Date through the occurrence of
the Change in Control, the Option may first be exercised, in
whole or in part, on the date such Change in Control occurs.
(b) By Whom Exercisable. During the Associate's lifetime, only the
Associate may exercise the Option or, where the Option has been
transferred to a family member or trust (as defined in Paragraph 4),
the family member or trust. To the extent the Option has not been
transferred to a family member, if the Associate dies prior to the
expiration date of the Option without having exercised the Option as
to all of the shares covered thereby for which rights have not been
transferred, the Option may be exercised, to the extent of the shares
with respect to which the Option could have been exercised by the
Associate immediately prior to his or her death, by the estate or a
person who acquired the right to exercise the Option (or untransferred
portion thereof) by bequest or inheritance or by reason of the death
of the Associate. To the extent the Option has been transferred to a
family member and the transferee family member dies prior to the
expiration date of the Option without having exercised the Option as
to all of the shares covered thereby, the Option may be exercised, to
the extent of the shares with respect to which the Option could have
been exercised by the family member immediately prior to his or her
death, by the estate or a person who acquired the right to exercise
the Option by bequest or inheritance or by reason of the death of the
transferee family member.
(c) Exercise. The Option shall be exercised by delivery on any business
day to the Company of a Notice of Exercise in the form attached to
this Stock Option Agreement accompanied by payment as provided in
Paragraph 3 and payment in full, to the extent required by Paragraph
10, of the amount of any income tax the Company is required to
withhold as a result of such exercise.
(d) Forfeiture. The Option shall be immediately forfeited to the extent it
is not exercisable at the time the Associate's employment with the
Company or any of its Subsidiaries first ceases after the Award Date.
For purposes of this Agreement, transfer of employment among the
Company and its Subsidiaries shall not be considered a termination or
interruption of employment.
6. Compliance with Securities Laws. The Company covenants that it will attempt
to maintain an effective registration statement with the Securities and
Exchange Commission covering the shares of Stock of the Company which are
the subject of this Agreement at all times during which the Option
evidenced hereby is exercisable; provided, however, that the Option
evidenced hereby shall not be exercisable for stock at any time if its
exercise would cause the Company to be in violation of any applicable
provisions of the federal or state securities law.
7. Administration of Plan. The Plan is administered by a Committee appointed
by the Company's Board of Directors. The Committee has the authority to
construe and interpret the Plan, to make rules of general application
relating to the Plan, to amend outstanding options, and to require if any
person exercising the Option, at the time of such exercise, the execution
of any paper or the making of any representation or the giving of any
commitment that the Committee shall, in its discretion, deem necessary or
advisable by reason of the securities laws of the United States or any
State, or the execution of any paper or the payment of any sum of money in
respect of taxes or the undertaking to pay or have paid any such sum that
the Committee shall, in its discretion, deem necessary by reason of the
Internal Revenue Code or any rule or regulation thereunder, or by reason of
the tax laws of any State.
8. Capital Adjustments. The number of shares of Stock covered by the Option,
and the option price thereof, will be subject to an appropriate and
equitable adjustment, as determined by the Committee, to reflect any stock
dividend, stock split or share combination, and will be subject to such
adjustment as the Committee may deem appropriate to reflect any exchange of
shares, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like, of or by the Company.
9. Rights as a Shareholder. The Associate, or a transferee of the Option,
shall have no rights as a shareholder with respect to any shares subject to
the Option until the date of the exercise of the Option for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether
in cash, securities or other property) or distributions or other rights for
which the record date is prior to the date of such exercise, except as
provided in Paragraph 8 hereof.
10. Withholding Taxes. The Company, or any of its Subsidiaries, shall have the
right to retain and withhold the amount of taxes required by any government
to be withheld or otherwise deducted and paid with respect to the Award
Shares. The Committee may require the Associate or any successor in
interest to pay or reimburse the Company, or any of its Subsidiaries, for
any such taxes required to be withheld by the Company, or any of its
Subsidiaries, and to withhold any distribution in whole or in part until
the Company, or any of its Subsidiaries, is so paid or reimbursed. In lieu
thereof, the Company, or any of its Subsidiaries, shall have the right to
withhold from any other cash amounts due to or to become due from the
Company, or any of its Subsidiaries, to or with respect to the Associate an
amount equal to such taxes required to be withheld by the Company, or any
of its Subsidiaries, to pay or reimburse the Company, or any of its
Subsidiaries, for any such taxes or to retain and withhold a number of
shares of the Company's Stock having a market value not less than the
amount of such taxes and cancel any such shares so withheld in order to pay
or reimburse the Company, or any of its Subsidiaries, for any such taxes.
The Associate or any successor in interest is authorized to deliver shares
of the Company's Stock in satisfaction of minimum statutorily required tax
withholding obligations (whether or not such shares have been held for more
than six months and including shares to be acquired as a result of the
exercise of the Option).
11. Prohibition Against Pledge, Attachment, etc. Except as otherwise provided
herein, the Option evidenced hereby, and the rights and privileges
conferred hereby, shall not be transferred, assigned, pledged or
hypothecated in any way and shall not be subject to execution, attachment
or similar process.
12. Not to be Treated as Incentive Stock Option. This Option is not intended to
be an incentive stock option within the meaning of Internal Revenue Code
Section 422(b).
13. Plan and Prospectus. This Award is granted pursuant to the Plan and is
subject to the terms thereof (including all applicable vesting, forfeiture,
settlement and other provisions). A copy of the Plan, as well as a
prospectus for the Plan, has been provided to the Associate; and the
Associate acknowledges receipt thereof.
To evidence their agreement to the terms and conditions of the Option, the
Company and the Associate have signed this Stock Option Agreement as of the date
first above written.
COMPANY:
TRUSTMARK CORPORATION
By:
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Its:
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ASSOCIATE:
By:
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TRUSTMARK CORPORATION
EXERCISE FORM
Participant Name Home Address
(please print)
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RC # Social Sec #
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Office Location Brokerage Acct Number Office Tel #
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NOTICE OF EXERCISE:
I hereby irrevocably exercise my following vested Options to purchase the shares
of Trustmark Corporation (the "Company") common stock ("Stock"), as described
below and granted to me under the Trustmark Corporation 2005 Stock and Incentive
Compensation Plan.
Date of Grant (1) Exercise price per share (2) Number of shares exercised Total exercise price $[(1)x(2)]
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Select one of the following methods for payment of exercise price as computed
above:
[ ] Cash I am enclosing $_________________ which represents full
payment of the exercise price computed above.
[ ] Common Stock I am enclosing _________ shares of Stock, which
represent full payment of the exercise price computed
above.
[ ] Cash by My Broker/Dealer, _______________________________, is
Broker-Dealer enclosing $_________________ on my behalf which
represents full payment of the exercise price computed
above.
[ ] Combination I am delivering __________shares of Stock with a total
market value of $__________________, as well as a check
in the amount of $______________, representing the
difference between the total exercise price.
Select one of the following methods for payment of withholding taxes and fees
generated by the exercise of the Option. (Note: Please contact ▇▇▇▇▇ ▇▇▇▇▇,
Chief Accounting Officer, at ▇▇▇-▇▇▇-▇▇▇▇ to determine the applicability and
amount of withholding taxes.)
[ ] Cash I am remitting payment to the Company for the full
amount due for withholding taxes.
[ ] Common Stock I am remitting Stock for the full amount due for
withholding taxes.
[ ] Cash by My Broker/Dealer, ________________ , is enclosing
Broker-Dealer $_________________ acquired from the sale of whole
shares of Common Stock to pay required withholding
taxes, brokerage commission and processing fees.
[ ] Not Applicable This transaction is [ ] an ISO exercise or [ ]
is an exercise not subject to withholding (e.g., by
a non-employee director).
I am not in possession of any material, nonpublic information concerning the
Company which if made public would affect the market for Stock. I have read and
agree to the terms specified in this exercise form, including those specified on
the following pages.
I hereby request the certificate evidencing all of the shares of Common Stock to
which I am entitled pursuant to this Option exercise be registered in my name
and delivered to______________________________ at_____________________________.
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Signature Date
TRANSFER BY GIFT TO FAMILY MEMBER OR TRUST
I, __________________________________________________ (name), hereby transfer
without consideration by gift to the following named family member or trust all
of my right, title and interest with respect to (check one and complete) [ ] all
or [ ] ___________________ (enter number of shares) shares of the common stock
of Trustmark Corporation granted to me pursuant to that certain Non-Qualified
Stock Option Agreement dated <> (the "Option Agreement") awarded
under the Trustmark Corporation 2005 Stock and Incentive Compensation Plan (the
"Plan"),
Name, Address and Social Security Number
(or Employer Identification Number)
of Family Member or Trust Transferee:
Name -
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Address -
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SSN or EIN -
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I certify that the transferee is a "family member" or "family trust" as
described in the aforesaid Option Agreement by reason of the following
relationship to me:
________________________________________________________________________________
________________________________________________________________________________
I agree to provide Trustmark Corporation with such other documents and
representations as it deems appropriate, pursuant to the Option and the Plan.
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(Date) (Signature)
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<>
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(Social Security Number)