Exhibit 10.ap
TRUSTMARK CORPORATION
TIME-BASED RESTRICTED STOCK UNIT AGREEMENT
(Associate)
Granted <<grant date>>
This Time-Based Restricted Stock Unit Agreement (“Agreement”) between you and Trustmark Corporation, a Mississippi corporation (“Trustmark”), evidences a grant of Restricted Stock Units (the “Award”) under the Trustmark Corporation Stock and Incentive Compensation Plan (the “Plan”), as of <<grant date>> (the “Award Date”). This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency or conflict between this Award Agreement and the Plan, the Plan shall govern.
WHEREAS, Trustmark maintains the Plan under which the Committee or Board may, among other things, award Restricted Stock Units to such key associates of Trustmark and its Subsidiaries as the Committee or Board may determine, subject to terms, conditions and restrictions as it may deem appropriate; and
WHEREAS, pursuant to the Plan, Trustmark, upon recommendation by the Committee and approval by Trustmark’s Board, grants the Award to you subject to the terms of this Agreement and acceptance by you of this Agreement.
NOW THEREFORE, in consideration of the services and benefits that you will provide to Trustmark and its Subsidiaries and of the covenants contained in this Agreement, the parties hereby agree as follows:
“Pro-Rata Portion” is the amount calculated by multiplying the number of Restricted Stock Units by a fraction, the numerator of which is the number of complete calendar months from the Award Date to and including the date of the Qualifying Termination (such numerator not to exceed <<#>>), and the denominator of which is <<#>>. For this purpose, the month containing the Award Date is considered a complete calendar month, and the month containing the date of the Qualifying Termination is not considered a complete calendar month unless the Qualifying Termination is effective as of the last day of the month. Any balance of the Award which does not vest shall be forfeited.
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“Qualifying Termination” means one of the following events, where there is no Cause for Trustmark to terminate your employment:
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Trustmark Corporation Mailing Address
248 E. Capitol Street P.O. Box 291
Jackson, MS 39201 Jackson, MS 39205
Attention: Secretary
Any notice to you required under or relating to this Agreement shall be in writing and addressed to you at your address as it appears on the records of Trustmark. Alternatively, any notice to Trustmark or you required under or relating to this Agreement may be delivered via the internet hosting website designated by Trustmark for the Plan.
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To evidence its grant of the Award and the terms, conditions and restrictions thereof, Trustmark has signed this Agreement as of the Award Date. This Agreement shall not become legally binding unless you have accepted this Agreement by the Agreement due date noted with respect to the Award on the internet hosting website designated by Trustmark for the Plan (or such later date as the Chairman of the Committee may accept) pursuant to such means as the Committee may permit. If you fail to timely accept this Agreement, the Award shall be cancelled and forfeited ab initio.
TRUSTMARK CORPORATION
By:
Its: