Exhibit 10-f
AGREEMENT
This AGREEMENT is dated as of May 13, 1997 by and between Trustmark
Corporation, a Mississippi corporation (the "Company"), and Richard G. Hickson,
(the "Executive").
The Company desires to employ the Executive and the Executive desires to
accept such employment on the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and agreements
herein contained, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties, intending to be legally
bound, hereby agree as follows:
1. Term of Employment. Subject to Section 5 hereof, the term of the
Executive's employment under this Agreement shall commence on the 13th day of
May, 1997 (the "Commencement Date"), and shall continue until terminated as
provided in Section 5 (the "Term").
2. Duties of Employment. The Executive hereby agrees for the Term to render
his services to the Company as its President and Chief Executive Officer and
such other office or position with the Company as may be reasonably requested by
the Board of Directors of the Company (the "Board"), and in connection
therewith, to perform such duties commensurate with his office as he shall
reasonably be directed by the Board to perform. The Executive shall perform such
duties faithfully and diligently at all times. The Executive shall have no other
employment while he is employed by the Company; provided, however, that the
Executive may serve on the boards of directors of companies which do not compete
with the Company and in such capacity attend regularly scheduled board meetings
to the extent approved in writing in advance by the Board. When and if requested
to do so by the Board, the Executive shall serve as a director and officer of
any subsidiary or affiliate of the Company. The Company shall notify the
Executive if it believes that the Executive has breached any of his obligations
under this Section 2; in such event, the Executive shall have thirty (30) days
within which to cure such breach, other than a breach of his obligation to
refrain from employment with any person or entity other than the Company or any
of its subsidiaries or affiliates.
3. Compensation and Other Benefits.
3.1. Salary. As his full base compensation for all services to be rendered
by the Executive during the Term, the Company shall pay to the Executive a base
salary at an annual rate of $400,000 for the 1997 calendar year of the Term and
for each successive year of the Term in an amount established each year by the
Compensation Committee of the Board and the Board, but in no event less than
$400,000 annually. Payment shall be made in accordance with the Company's usual
payroll practices for senior executives. The annual base salary set forth in
this Section 3, as in effect at any particular time, shall hereinafter be
referred to as the "Base Salary." The Company shall withhold or cause to be
withheld from the Base Salary (and other wages hereunder) all taxes and other
amounts as are required by law to be withheld.
3.2. Annual Bonus. In addition to the Base Salary, the Executive shall have
the opportunity annually to earn as a bonus fifty percent (50%) of his Base
Salary (the "Target Award Opportunity"). In establishing the actual bonus earned
each year by the Executive (the "Annual Bonus"), the Compensation Committee of
the Board, in consultation with the Executive, shall have the discretion to
increase the Annual Bonus above or decrease the Annual Bonus below the Target
Award Opportunity for that year. In so doing the Compensation Committee's
determination shall be based upon an assessment of the performance of both the
Executive and the Company taking into
consideration such performance goals as may be established by the Compensation
Committee periodically in consultation with the Executive. The Executive's
Annual Bonus shall not exceed seventy-five percent (75%) of the Base Salary for
any one year. Notwithstanding the foregoing, the Executive's Annual Bonus for
the 1997 calendar year of the Term shall be an amount not less than fifty
percent (50%) of the Base Salary prorated for the Executive's period of
employment for the 1997 calendar year.
3.3. Stock Options. The Company will grant to the Executive for no cash
consideration an option to acquire 28,000 shares of common stock of the Company
at a price equal to the fair market value of the common stock on the
Commencement Date in accordance with the Company's 1997 Long Term Incentive
Plan. These options however shall vest as follows: 25% on the first anniversary
of the Commencement Date, and 25% on each such successive anniversary date
thereafter until fully vested, unless earlier vested as provided in Section 5
herein. Subsequent stock option grants may be made in such amounts as are
determined in the sole discretion of the Compensation Committee of the Board.
3.4. Vacation. The Executive shall be entitled to four weeks of paid
vacation for the 1997 calendar year of the Term and for each successive calendar
year of the Term thereafter. Upon termination of the Term of this Agreement,
Executive shall be paid on a pro rata basis for all unused vacation granted
during the year of termination at the Base Salary rate then existing. The
Executive shall not be paid for any unused vacation if terminated for Cause (as
hereinafter defined). No payment shall be made for unused vacation from any
prior years.
3.5. Participation in Employee Benefit Plans. The Executive shall be
permitted to participate in all group life, hospitalization and disability
insurance plans, health programs, pension plans, similar benefit plans or other
so-called "fringe benefit programs" of the Company (the "Employee Benefits") as
are now existing or as may hereafter be revised or adopted and offered to senior
executives generally to the extent the Executive is eligible under the
eligibility provisions of the relevant plan.
4. Confidentiality.
4.1. The Executive covenants and agrees that all trade secrets,
confidential information (including but not limited to confidential information
with respect to marketing, product offerings or expansion plans), and financial
matters of the Company and its subsidiaries (collectively "Confidential
Information") which are learned by him in the course of his employment by the
Company shall be held in a fiduciary capacity and treated as confidential by him
and shall not be disclosed, communicated or divulged by him or used by him for
the benefit of any person or entity (other than the Company, its subsidiaries or
affiliates) unless expressly authorized in writing by the Board, or unless the
Confidential Information becomes generally available to the public otherwise
than through disclosure by the Executive.
4.2. The Executive agrees that (1) during the period he is employed
hereunder and for a period of twelve (12) months thereafter, he will not,
without the prior written consent of the Board, directly or indirectly solicit,
entice, persuade, or induce any employee, director, officer, associate,
consultant, agent or independent contractor of the Company (i) to terminate such
person's employment or engagement by the Company or (ii) to become employed by
any person, firm partnership, corporation, or other such enterprise other than
the Company, its subsidiaries or affiliates, and (2) he shall not following the
termination of his employment hereunder represent that he is in any way
connected with the business of the Company (except to the extent agreed to in
writing by the Company).
4.3. The Executive agrees that during the period he is employed hereunder
and, in the event the Company terminates his employment hereunder for Cause (as
hereinafter defined) or the Executive terminates his employment hereunder
without Good Reason (as hereinafter defined), for a period of twelve (12) months
thereafter he will not (except as a representative of the company or with the
prior written consent of the Board) engage, participate or make any financial
investment, as an employee, director, officer, associate, consultant, agent,
independent contractor, lender or investor, in the business of any person, firm,
partnership, corporation or other enterprise that is engaged in direct
competition with the business of the Company in the State of Mississippi.
Nothing in this Section 4.3 shall be construed to preclude the Executive from
making any investments in the securities of any business enterprise whether or
not engaged in competition with the Company, to the extent that such securities
are actively traded on a national securities exchange or in the over-the-counter
market in the United States or on any foreign securities exchange and represent
less than one- percent (1%) of any class of securities of such business
enterprise.
5. Termination and Severance.
5.1. Notice of Termination. Subject to the provisions of this Agreement,
the Company and the Executive may terminate the Term on thirty (30) days written
notice to the other party, which notice shall specify in detail the cause for
termination, except that no prior written notice need be given by the Company in
the event it terminates the Executive's employment hereunder for Cause (as
hereinafter defined and subject to applicable cure provisions).
5.2. Resignation. Except as otherwise provided in Section 5.6 or 5.7
herein, the Executive may voluntarily terminate the Term and resign from
employment with the Company by written notice to Company specifying the
effective date of such resignation. Upon receipt of such notice, the Company
shall have the right to terminate the Term immediately or at such earlier date
as the Company may elect by written notice to the Executive. Therefore, Company
shall have no further obligations or liabilities to Executive, except for
obligations to pay the Executive (1) any unpaid Base Salary and accrued vacation
benefits earned through the date of termination; and, (2) the Annual Bonus
earned for the calendar year immediately preceding the calendar year of
termination to the extent not already paid.
5.3. Death. In the event of the Executive's death during the Term, the Term
and the Executive's employment shall terminate automatically, and Company shall
pay to his spouse or designated beneficiary, or if none, to his estate (1) any
unpaid Base Salary and accrued vacation benefits earned through the date of
death, (2) the Annual Bonus earned for the calendar year immediately preceding
the calendar year of death to the extent not already paid, and (3) a pro rata
share of the Target Award Opportunity for the calendar year of death (calculated
on the basis of the number of days elapsed in such year through the date of
death). The Company shall pay to the Executive, his spouse, designated
beneficiary or estate, as the case may be, any amounts owing pursuant to this
Section 5.3 in a single lump sum within fifteen (15) days following termination
of the Executive's employment.
5.4. Disability. If the Executive becomes physically or mentally disabled
during the Term so that he is unable to perform the services required of him
pursuant to this Agreement for a period of 90 days, the Company may terminate
the Term and the Executive's services hereunder effective the 91st day after the
date of such disability, at which time the Company shall promptly pay to the
Executive the payments set forth in Section 5.3 hereof.
5.5. For Cause. The Company may terminate the Executive's employment during
the Term for Cause. For purposes of this Agreement, "Cause" shall mean that the
Executive has (i) committed an act of personal dishonesty, embezzlement or
fraud; (ii) has misused alcohol or drugs; (iii) failed to pay any obligation
owed to the Company or any affiliate; (iv) breached a fiduciary duty or
deliberately disregarded any rule of the Company or any affiliate; (v) has
committed an act of willful misconduct, or the intentional failure to perform
stated duties; (vi) has willfully violated any law, rule or regulation (other
than misdemeanors, traffic violations or similar offenses) or any final
cease-and-desist order; (vii) has disclosed without authorization any
Confidential Information of the Company or any affiliate, or has engaged in any
conduct constituting unfair competition, or has induced any customer of the
Company or any Affiliate to breach a contract with the Company or any affiliate.
If at any time during the Term the Company shall terminate the Executive
for "Cause" the Company shall pay the Executive (i) any unpaid Base Salary
earned through the date of termination, and (ii) the Annual Bonus earned for the
calendar year immediately preceding the calendar year of termination to the
extent not already paid, without any further obligations to the Executive.
5.6. Change in Control. If at any time during the Term the Company
experiences a Change in Control and within three (3) years after the date the
Change in Control occurs (i) the Term and the Executive are terminated other
than for Cause, death or disability or (ii) the Executive resigns for Good
Reason, the following provisions shall apply:
(i) "Change in Control" shall mean any one of the following events: (1) the
acquisition by any person of ownership of, holding or power to vote more
than 20% of the Company's voting stock, (2) the acquisition by any person
of the ability to control the election of a majority of the Company's
Board, (3) the acquisition of a controlling influence over the management
or policies of the Company by any person or by persons acting as a "group"
(within the meaning of Section 13(d) of the Securities Exchange Act of 1934
(Exchange Act), or (4) during any period of two consecutive years,
individuals (the "Continuing Directors") who at the beginning of such
period constitute the Board (the "Existing Board") cease for any reason to
constitute at least two-thirds thereof, provided that any individual whose
election or nomination for election as a member of the Existing Board was
approved by a vote of at least two-thirds of the Continuing Directors then
in office shall be considered a Continuing Director. Notwithstanding the
foregoing, in the case of (1), (2) and (3) hereof, ownership or control of
the Company's voting stock by the only subsidiary of the Company or any
employee benefit plan sponsored by the Company or any subsidiary shall not
constitute a Change in Control. For purposes of this subparagraph, the term
"person" refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship,
unincorporated organization of any other form of entity not specifically
listed herein;
(ii) "Good Reason" shall mean (1) a demotion in the Executive's status,
title or position, or the assignment to the Executive of duties or
responsibilities which are materially inconsistent with such status, title
or position; (2) a material breach of this Agreement by the Company,
provided the Company has not remedied such breach within thirty (30) days
of receipt of written notice of such breach; (3) a relocation of the
executive offices of the Company to a location more than 50 miles outside
of Jackson, Mississippi without the Executive's written consent given to
the Company within thirty (30) days of the Executive's receipt of
notification of such relocation by the Company or (4) the failure of the
Executive to be named as the Chief Executive Officer of any successor by
merger to the Company. Any good faith determination of "Good Reason" made
by the Executive shall be conclusive; and
(iii) The Company shall pay to the Executive in a lump sum in cash within
thirty (30) days after the effective date of termination (except for the
payment described in Section 5.6 (iii)(D) which shall be paid on the date
specified therein) the aggregate of the following amounts: A. The sum of
(1) the Executive's Base Salary and accrued vacation benefits
through the date of termination to the extent not theretofore paid and (2) the
product of (x) the sum of (i) Executive's Base Salary rate immediately prior to
the Change in Control and (ii) the highest Annual Bonus amount earned in any one
of the three (3) years preceding the year of the Change in Control, and (y) a
severance multiple of 4.5 if the termination occurs during the first twelve (12)
months after the Commencement Date, of 3.5 if the termination occurs during the
second twelve months after the Commencement Date or 3.0 if the termination
occurs during any successive twelve month period during the Term thereafter. For
the purposes of the calculation in this Section 5.6(iii)(A), the Executive's
Annual Bonus for 1997 shall be annualized; e.g., if the Executive's Annual Bonus
for 1997 is $125,000, then his Annual Bonus for this calculation shall be
$200,000 ($125,000 / 5 months x 12). Also, if the Executive has been employed
fewer than three (3) years when the Change in Control occurs, then the highest
Annual Bonus actually earned in the previous year or years shall apply;
B. The Company shall continue to provide to the Executive the Employee
Benefits for such period of time following the effective date of termination as
is equal in years to the severance multiple set forth in Section 5.6 (iii)(A)
above, reduced by any employment benefits received from later employment;
C. Any stock options granted pursuant to this Agreement or the Company's
1997 Long Term Incentive Plan which have not vested shall immediately vest in
the Executive in full. Any such stock options which were intended by the parties
to be incentive stock options but which exceed the "$100,000 first exercisable
rule" shall be converted into non-qualified stock options; and
D. If the Executive is unable to sell his home in Jackson for at least the
lesser of $800,000 or the then current appraised value of the home within 4
months following the effective date of his termination, Company shall acquire
such property at this time for a purchase price equal to the lesser of $800,000
or the then current appraised value of the Executive's home in Jackson in
exchange for an unencumbered deed to the property.
5.7. No Change in Control. If there has not been a Change in Control within
three (3) years of the date of termination and the Company terminates the Term
and the Executive's employment for a reason other than Cause, death, disability
or the Executive's normal retirement or if the Executive gives written notice of
voluntary termination for any reason during the period February 13, 1998 through
May 12, 1998, the Company shall pay to the Executive the aggregate of the
following amounts in a lump sum in cash (except for the payment described in
Section 5.7(D) which shall be paid on the date specified therein).
A. The sum of (1) the Executive's Base Salary and accrued vacation benefits
through the date of termination to the extent not theretofore paid;
B. The amount equal to the product of (1) 1.5 and (2) the sum of (x)
Executive's annual Base Salary and (y) the Executive's Target Award Opportunity
in effect for the calendar year in which the termination occurs;
C. The Company shall continue to provide to the Executive the Employee
Benefits for a period of eighteen months following the effective date of the
termination, reduced by any employee benefits received from later employment;
D. If the Executive is unable to sell his home in Jackson for at least the
lesser of $800,000 or the then current appraised value of the home within 4
months following the effective date of his termination, Company shall acquire
such property at this time for a purchase price equal to the lesser of $800,000
or the then current appraised value of the Executive's home in Jackson in
exchange for an unencumbered deed to the property;
E. Except for the amount, if any, described in paragraph D above and except
as provided in paragraph F below, the payments hereunder shall be made within
thirty (30) days after the effective date of termination; and
F. Notwithstanding the foregoing, if the Executive voluntarily resigns
during the period February 13, 1998 through May 12, 1998, the Company shall not
be obligated to make the payments set forth in this Section 5.7, including any
amount under Paragraph D, until the end of six (6) months following the
effective date of such termination and then only if the Executive has not
accepted employment in a comparable or better position with another person,
company or institution during such six (6) month period.
5.8 Retirement. Unless terminated earlier pursuant to this Section 5, the
Term and the Executive's employment shall automatically terminate on the last
business day of the calendar year in which the Executive reaches age 65, in
which event, the Executive shall be entitled to receive such retirement benefits
which have accrued to the Executive by virtue of his employment hereunder, but
not the severance benefits described in Sections 5.6 and 5.7 hereof.
5.9. Return of Documents on Termination. On termination of employment, the
Executive shall promptly return to the Company all documents, materials, papers,
data, computer discs, statements and any other written material (including but
not limited to all copies thereof) and other property of the Company.
6. Expenses.
6.1. General. The Company shall reimburse the Executive for his reasonable
out-of-pocket expenses incurred pursuant to this Agreement and in connection
with the performance of his duties under this Agreement, in accordance with the
general policy of the Company, upon submission of satisfactory documentation
evidencing such expenditures.
7. Moving Expenses and Signing Bonus.
7.1. In addition to the reimbursement of expenses pursuant to Section 6
hereof , the Company shall reimburse the Executive for Moving Expenses (as
defined below) upon presentation to the Company of an itemized expense voucher.
As used in this Section 7, the term "Moving Expenses" means any reasonable
out-of-pocket expenses incurred by the Executive in connection with the
relocation of his residence from Atlanta, Georgia to Jackson, Mississippi,
including, but not limited to (1) the reasonable cost of travel to Jackson by
Executive and his wife to locate a residence, including economy class round trip
airfare, lodging, car rentals and meals; (2) economy class airfare for the
Executive and his family from Atlanta to Jackson on the date of relocation ("the
Moving Date") (3) temporary lodging expenses in Jackson for a period not to
exceed eight (8) months while the Executive is locating or building and moving
into such residence (4) the physical transfer of the Executive's possessions and
automobiles, and (5) any other reasonable expenses incidental to such
relocation.
7.2. Within a reasonable period of time after the Commencement Date, the
Company shall pay the Executive the sum of Two Hundred Thirteen Thousand One
hundred Dollars ($213,100.00), which amount is intended by the parties to cover
all incidental direct expenses associated with moving into the Executive's new
residence in Jackson, certain carrying costs
associated with the Executive's residence in Atlanta, the sale of such residence
and forfeited benefits at the Executive's current place of employment.
8. Non-Assignment. This Agreement and all of the Executive's rights and
obligations hereunder are personal to the Executive and shall not be assignable;
provided, however, that upon his death all of the Executive's rights to cash
payments under this Agreement shall inure to the benefit of his widow, personal
representative, designees or other legal representatives, as the case may be.
Any person, firm or corporation succeeding to the business of the Company by
merger, purchase, consolidation or otherwise shall assume by contract or
operation of law the obligations of the Company hereunder, provided, however,
that the Company shall, notwithstanding such assumption, remain liable and
responsible for the fulfillment of its obligations under this Agreement.
9. Arbitration. In the event of a dispute between the Company and the
Executive over the terms of this Agreement which is not settled by the parties,
the company and the Executive agree to settle any and all such disputed issues
by arbitration in accordance with the then-existing rules of the American
Arbitration Association. The Company and the Executive shall jointly appoint one
person to act as the arbitrator. In the event the Company and the Executive
cannot agree to an arbitrator within 30 days, the arbitrator shall be chosen by
the American Arbitration Association. The decision of the arbitrator shall be
binding upon the parties and there shall be no appeal therefrom other than for
bias, fraud or misconduct. The costs of the arbitration, including the fees and
expenses of the arbitrator, shall be borne fifty percent by the Company, on the
one hand, and fifty percent by the Executive, on the other, but each party shall
pay its own attorneys' fees and other professional costs and expenses; provided,
however, that if the arbitrator shall rule for the Executive, the Company shall
pay or reimburse the Executive's reasonable attorneys' fees and other
professional costs and expenses and the Executive's share of the arbitration
costs incurred in connection with such arbitration. Notwithstanding the
foregoing, it is specifically understood that the Executive shall remain free to
assert and enforce in any court of competent jurisdiction such rights, if any,
as the Executive may have under federal law, including without limitation,
rights arising under Title VII of the Civil Rights Act of 1964, as amended, the
Age Discrimination and Employment Act of 1967, as amended, and/or the Americans
With Disabilities Act of 1990. Any decision rendered by the arbitrator, except
as provided above, shall be final and binding.
10. Excise Tax Limitation.
10.1. Notwithstanding anything contained in this Agreement (or in any other
agreement between the Executive and the Company) to the contrary, to the extent
that any payments and benefits provided under this Agreement or payments or
benefits provided to, or for the benefit of, the Executive under the Trustmark
Corporation 1997 Long Term Incentive Plan or any other plan or agreement (such
payments or benefits are collectively referred to as the "Payments") would be
subject to the excise tax (the "Excise Tax") imposed under Section 4999 of the
Internal Revenue Code of 1986, as amended (the"Code"), the Payments shall be
reduced if and to the extent that a reduction in the Payments would result in
the Executive retaining a larger amount, on an after-tax basis (taking into
account federal, state and local income taxes and the Excise Tax), than he would
have retained had he been entitled to receive all of the Payments (such reduced
amount is hereinafter referred to as the "Limited Payment Amount"). Unless the
Executive shall have given prior written notice to the Company specifying a
different order to effectuate the reduction, the Company shall reduce the
Payments by first reducing or eliminating those payments or benefits which are
not payable in cash and then by reducing or eliminating cash payments, in each
case in reverse order beginning with payments or benefits which are to be paid
the farthest in time from the date the "Determination"
(as hereinafter defined) is delivered to the Company and the Executive. Any
notice given by the Executive pursuant to the preceding sentence shall take
precedence over the provisions of any other plan, arrangement or agreement
governing the Executive's rights and entitlements to any benefits or
compensation.
10.2. The determination as to whether the Payments shall be reduced to the
Limited Payment Amount and the amount of such Limited Payment Amount (the
"Determination") shall be made at the Company's expense by an accounting firm
selected by the Company and reasonably acceptable to the Executive which is
designated as one of the five (5) largest accounting firms in the United States
(the "Accounting Firm"). The Accounting Firm shall provide the Determination in
writing, together with detailed supporting calculations and documentation, to
the Company and the Executive on or prior to the date of termination of the
Executive's employment if applicable, or at such other time as requested by the
Company or by the Executive. Within ten (10) days of the delivery of the
Determination to the Executive, the Executive shall have the right to dispute
the Determination (the "Dispute") in writing setting forth the precise basis of
the dispute. If there is no Dispute, the Determination shall be binding, final
and conclusive upon the Company and the Executive.
11. Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction such invalidity, legality or unenforceability will not affect any
other provision or any other jurisdiction, but this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
12. Other Provisions.
12.1. Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission, or
if mailed, five days after the date of deposit in the United States mail, as
follows:
(i) if to the Company, to:
Trustmark Corporation
248 East Capitol Street
Post Office Box 291
Jackson, MS 39205
Attention: Chairman of Executive Committee
(ii) if to the Executive, to:
Richard G. Hickson
366 Blackland Road, N.W.
Atlanta, Georgia 30342
Any party may change its address for notice hereunder by notice to the other
parties hereto.
12.2. Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersede all
prior representations, warranties and agreements, written or oral with respect
thereto between the Company and the Executive.
12.3. Waivers and Agreements. This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by written instrument signed by the parties or, in the case
of a waiver, by the party waiving compliance. No delay on the part of any party
in exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any party of any right, power or
privilege hereunder, nor any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder.
12.4. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Mississippi, without regard to its
principle of conflicts of law.
12.5. Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed an original but both of which together shall
constitute one and the same instrument.
12.6. Headings. The headings in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.
13. Board Approval. The effectiveness of this Agreement shall be subject to
approval by a majority of the Board of the Company entitled to vote on the date
hereof.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first above written.
TRUSTMARK CORPORATION
By: /s/ Frank R. Day
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Frank R. Day
Chairman and Chief Executive Officer
EXECUTIVE
/s/ Richard G. Hickson
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Richard G. Hickson