BANCORPSOUTH, INC.
1994 STOCK INCENTIVE PLAN
Amended and Restated Effective February 14, 1998
BANCORPSOUTH, INC. 1994 STOCK INCENTIVE PLAN
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS
1.1 Affiliate..............................................................1
1.2 Agreement..............................................................1
1.3 Award..................................................................1
1.4 Board..................................................................1
1.5 Code...................................................................1
1.6 Committee..............................................................1
1.7 Company................................................................1
1.8 Date of Exercise.......................................................1
1.9 Exchange Act...........................................................1
1.10 Fair Market Value......................................................2
1.11 Incentive Option.......................................................2
1.12 Nonqualified Option....................................................2
1.13 Option.................................................................2
1.14 Participant............................................................2
1.15 Plan...................................................................2
1.16 Restricted Stock.......................................................3
1.17 Stock..................................................................3
1.18 Ten Percent Shareholder................................................3
ARTICLE II. PURPOSE OF PLAN.................................................3
ARTICLE III. ADMINISTRATION
3.1 Administration of Plan.................................................3
3.2 Authority to Grant Awards..............................................4
3.3 Persons Subject to Section 16(b).......................................4
ARTICLE IV. ELIGIBILITY AND LIMITATIONS ON GRANTS
4.1 Participation..........................................................4
4.2 Grant of Awards........................................................4
4.3 Limitations on Grants..................................................4
4.4 Limitation on Incentive Options........................................4
4.5 Restricted Stock.......................................................4
ARTICLE V. STOCK SUBJECT TO PLAN
5.1 Source of Shares.......................................................5
5.2 Maximum Number of Shares...............................................5
5.3 Forfeitures............................................................5
ARTICLE VI. EXERCISE OF AWARDS
6.1 Exercise Price.........................................................5
6.2 Right to Exercise......................................................5
6.3 Maximum Exercise Period................................................5
6.4 Transferability........................................................6
6.5 Employee Status........................................................6
ARTICLE VII. METHOD OF EXERCISE
7.1 Exercise...............................................................6
7.2 Payment................................................................6
7.3 Federal Withholding Tax Requirements...................................6
7.4 Shareholder Rights.....................................................6
7.5 Issuance and Delivery of Shares........................................7
ARTICLE VIII. ADJUSTMENT UPON CORPORATE CHANGES
8.1 Adjustments to Shares..................................................7
8.2 Substitution of Awards on Merger or Acquisition........................7
8.3 Effect of Certain Transactions.........................................7
8.4 No Adjustment Upon Certain Transactions................................9
8.5 Fractional Shares......................................................9
ARTICLE IX. COMPLIANCE WITH LAW AND REGULATORY APPROVAL
9.1 General................................................................9
9.2 Representations by Participants........................................9
ARTICLE X. GENERAL PROVISIONS
10.1 Effect on Employment..................................................10
10.2 Unfunded Plan.........................................................10
10.3 Rules of Construction.................................................10
10.4 Governing Law.........................................................10
10.5 Compliance With Section 16 of the Exchange Act........................10
10.6 Amendment.............................................................10
10.7 Duration of Plan......................................................11
10.8 Effective Date of Plan................................................11
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BANCORPSOUTH, INC. 1994 STOCK INCENTIVE PLAN
AS AMENDED AND RESTATED
PREAMBLE
WHEREAS, BancorpSouth, Inc. (the "Company") previously established the
BancorpSouth, Inc. 1994 Stock Incentive Plan through which the Company could
award options to purchase the common stock of the Company, $2.50 par value
("Stock"), to officers, employees and consultants of the Company and its
affiliates;
WHEREAS, the Company desires to amend and restate this Plan in order to:
(i) conform with the requirements for a "performance based compensation" plan
within the meaning of section 162(m)(4)(C); (ii) conform to changes to the
Securities and Exchange Commission Rule 16b-3; (iii) prospectively eliminate
the award of stock appreciation rights under the Plan and to permit the award
of restricted shares of Stock; and (iv) provide for certain administrative
modifications that are intended to simplify Plan administration;
NOW, THEREFORE, the Company hereby amends and restates the BancorpSouth,
Inc. 1994 Stock Incentive Plan (the "Plan"), effective February 14, 1998:
ARTICLE I. DEFINITIONS
1.1 Affiliate. A "parent corporation," as defined in section 424(e) of
the Code, or "subsidiary corporation," as defined in section 424(f) of the Code,
of the Company.
1.2 Agreement. A written agreement (including any amendment or supplement
thereto) between the Company or Affiliate and a Participant specifying
the terms and conditions of an Award granted to such Participant.
1.3 Award. A right that is granted under the Plan to a Participant by the
Company, which may be in the form of Options or Restricted Stock.
1.4 Board. The board of directors of the Company.
1.5 Code. The Internal Revenue Code of 1986, as amended.
1.6 Committee. A committee composed of at least two individuals (or such
number that satisfies section 162(m)(4)(C) of the Code and Rule 16b-3 of the
Exchange Act) who are members of the Board and are not employees of the Company
or an Affiliate, and who are designated by the Board as the "stock incentive
committee" or are otherwise designated to administer the Plan.
1.7 Company. BancorpSouth, Inc. and its successors.
1.8 Date of Exercise. The date that the Company accepts tender of the
exercise price of an Option.
1.9 Exchange Act. The Securities Exchange Act of 1934, as amended.
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1.10 Fair Market Value. On any given date, Fair Market Value shall be the
applicable description below (unless, where appropriate, the Committee
determines in good faith the fair market value of the Stock to be otherwise):
(a) If the Stock is reported on the New York Stock Exchange or the
American Stock Exchange, then Fair Market Value shall be the closing price of
the Stock on such exchange on which such Stock is traded on the trading day as
of which Fair Market Value is being determined, or on the next preceding day on
which such Stock is traded if no Stock was traded on such trading day.
(b) If the Stock is not reported on the New York Stock Exchange or the
American Stock Exchange but is reported on the Nasdaq National Market System
or another Nasdaq automated quotation system, and market information is
published on a regular basis, then Fair Market Value shall be the closing price
of the Stock, as so published, on the trading day as of which Fair Market Value
is being determined, or the closing price on the next preceding trading day on
which such prices were published if no Stock was traded on such trading day.
(c) If market information is not so published on a regular basis, then
Fair Market Value shall be the average of the high bid and low asked prices of
the Stock in the over-the-counter market over a period of trading days that is
reasonably representative of the normal trading of the Stock for the date on
which Fair Market Value is being determined, as reported by a generally
accepted reporting service.
(d) If the Stock is not publicly traded, Fair Market Value shall be the
value determined in good faith by the Committee or the Board. However, such
determination shall not take into account any restriction on the stock, except
for a restriction which by its terms will never lapse.
1.11 Incentive Option. An Option that is intended to qualify as an
"incentive stock option" within the meaning of section 422 of the Code. An
Incentive Option, or a portion thereof, shall not be invalid for failure to
qualify under section 422 of the Code, but shall be treated as a Nonqualified
Option.
1.12 Nonqualifed Option. An Option that is not an Incentive Option.
1.13 Option. The right that is granted hereunder to a Participant to
purchase from the Company a stated number of shares of Stock at the price set
forth in an Agreement. As used herein, an Option includes both Incentive
Options and Nonqualified Options.
1.14 Participant. An officer, employee or consultant of the Company or of
an Affiliate who either satisfies the requirements of Article IV and is
selected by the Committee to receive an Award, or receives an Award pursuant
to grant specified in this Plan.
1.15 Plan. The BancorpSouth, Inc. 1994 Stock Incentive Plan.
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1.16 Restricted Stock. A grant of Stock that is subject to restrictions on
transfer and/or a risk of forfeiture by and to the Participant, as described in
Section 4.5. Shares of Stock that are subject to any such restrictions or
risks of forfeiture shall cease to be Restricted Stock at the time that such
restrictions and risks of forfeiture lapse in accordance with the terms of the
Agreement or Plan.
1.17 Stock. The common stock of the Company, $2.50 par value.
1.18 Ten Percent Shareholder. An individual who owns more than 10% of the
total combined voting power of all classes of stock of the Company or an
Affiliate at the time he is granted an Incentive Option. For the purpose of
determining if an individual is a Ten Percent Shareholder, he shall be deemed
to own any voting stock owned (directly or indirectly) by or for his brothers
and sisters (whether by whole or half blood), spouse, ancestors or lineal
descendants and shall be considered to own proportionately any voting
stock owned (directly or indirectly) by or for a corporation, partnership,
state or trust of which such individual is a shareholder, partner or
beneficiary.
ARTICLE II. PURPOSE OF PLAN
The purpose of the Plan is to provide a performance incentive to, and to
encourage stock ownership by, officers, employees and other persons providing
services to the Company and its Affiliates, and to align the interests of such
individuals with those of the Company, its Affiliates and its shareholders. It
is intended that Participants may acquire or increase their proprietary
interests in the Company and be encouraged to remain in the employ of the
Company or of its Affiliates. The proceeds received by the Company from the
sale of Stock pursuant to this Plan may be used for general corporate purposes.
ARTICLE III. ADMINISTRATION
3.1 Administration of Plan. The Plan shall be administered by the
Committee. The express grant in the Plan of any specific power to the
Committee shall not be construed as limiting any power or authority of the
Committee. Any decision made or action taken by the Committee to administer
the Plan shall be final and conclusive. No member of the Committee shall be
liable for any act done in good faith with respect to this Plan or any
Agreement or Award. The Company shall bear all expenses of Plan
administration. In addition to all other authority vested with the Committee
under the Plan, the Committee shall have complete authority to:
(a) Interpret all provisions of this Plan;
(b) Prescribe the form of any Agreement and notice and manner for
executing or giving the same;
(c) Make amendments to all Agreements;
(d) Adopt, amend, and rescind rules for Plan administration; and
(e) Make all determinations it deems advisable for the administration of
this Plan.
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3.2 Authority to Grant Awards. The Committee shall have authority to
grant Awards upon such terms the Committee deems appropriate and that are not
inconsistent with the provisions of this Plan. Such terms may include
conditions on the exercise of all or any part of an Award.
3.3 Persons Subject to Section 16(b). Notwithstanding anything in the
Plan to the contrary, the Committee, in its absolute discretion, may bifurcate
the Plan so as to restrict, limit or condition the use of any provision of the
Plan to participants who are officers subject to section 16(b) of the Exchange
Act, without so restricting, limiting or conditioning the Plan with respect to
other Participants.
ARTICLE IV. ELIGIBILITY AND LIMITATIONS ON GRANTS
4.1 Participation. The Committee may from time to time designate
officers, employees and other persons providing services to the Company and its
Affiliates to whom Awards are to be granted and are eligible to become
Participants. Such designation shall specify the number of shares of Stock,
if any, subject to each Award. All Awards granted under this Plan shall be
evidenced by Agreements which shall be subject to applicable provisions of this
Plan or such other provisions as the Committee may adopt that are not
inconsistent with the Plan.
4.2 Grant of Awards. An Award shall be deemed to be granted to a
Participant at the time that the Committee designates in a writing that is
adopted by the Committee as the grant of an Award, and that makes reference to
the Participant and the number of shares of Stock that are subject to the Award.
Accordingly, an Award may be deemed to be granted prior to the approval of this
Plan by the shareholders of the Company and prior to the time that an
Agreement is executed by the Participant and the Company.
4.3 Limitations on Grants. A person who is not an employee of the Company
or an Affiliate is not eligible to receive an Incentive Option. No person may
receive Awards with respect to more than 60,000 shares of Stock (subject to
increases and adjustments as provided in Article VIII) in any one-year period.
4.4 Limitation on Incentive Options. To the extent that the aggregate
Fair Market Value of Stock with respect to which Incentive Options are
exercisable for the first time by a Participant during any calendar year (under
all stock incentive plans of the Company and its Affiliates) exceeds $100,000
(or the amount specified in section 422 of the Code), determined as of the date
an Incentive Option is granted, such Options shall be treated as Nonqualified
Options. This provision shall be applied by taking Incentive Options into
account in the order in which they are granted.
4.5 Restricted Stock. An award of Restricted Stock to a Participant is a
grant of Stock that is subject to forfeiture and/or restrictions on transfer
that are identified in an Agreement. The Committee may grant Restricted Stock
to a Participant as a part of a "deposit share," "performance award" or any
other arrangement established by the Committee and specified in an Agreement.
A Participant who receives Restricted Stock shall be treated as a shareholder
of the Company for all purposes, except that the rights of the Participant may
be limited under the terms of the Agreement. Unless otherwise specified in an
Agreement, Participants shall be entitled to receive dividends on and exercise
voting rights with respect to shares of restricted stock.
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ARTICLE V. STOCK SUBJECT TO PLAN
5.1 Source of Shares. Upon the exercise of an Option or the grant of an
Award of Restricted Stock, the Company shall deliver to the Participant
authorized but previously unissued Stock or Stock that is held by the Company
as treasury stock.
5.2 Maximum Number of Shares. Effective February 14, 1998, the maximum
aggregate number of shares of Stock that may be issued pursuant to the exercise
of Awards is increased by 1,000,000 shares to 1,458,000 shares, subject to
increases and adjustments as provided in Article VIII. Provided, however, that
the portion of this aggregate limit that may be issued pursuant to Awards that
are Restricted Stock is limited to 46,800 shares of Stock. The numerical
limits specified in this Section are subject to increases and adjustments as
provided in Article VIII.
5.3 Forfeitures. If any Award granted hereunder expires or terminates for
any reason without having been exercised in full, the shares of Stock subject
thereto shall again be available for issuance of an Award under this Plan.
ARTICLE VI. EXERCISE OF AWARDS
6.1 Exercise Price. The exercise price of an Incentive Option shall not
be less than 100% of the Fair Market Value of a share of Stock on the date the
Incentive Option is granted. In the case of a Ten Percent Shareholder,
however, the exercise price of an Incentive Option shall not be less than
110% of the Fair Market Value of a share of Stock on the date the Incentive
Option is granted. The exercise price of a Nonqualified Option shall not be
less than 85% of the Fair Market Value of a share of stock on the date the
Nonqualified Option is granted. If the exercise price of an Option is changed
after the date it is granted, such change shall be deemed to be a termination
of the existing Option and the issuance of a new Option.
6.2 Right to Exercise. An Award shall be exercisable on any date
established by the Committee or provided for in an Agreement, provided, however,
that Options shall not be exercisable and Restricted Stock shall not be
transferable until at least six months after the Award is granted. A
Participant must exercise an Incentive Option while he is an employee of the
Company or an Affiliate or within the periods that may be specified in the
Agreement after termination of employment, death, disability or a "change of
control" (as defined in any change of control agreement to which the Company
and any such Participant are parties).
6.3 Maximum Exercise Period. The maximum period in which an Award may be
exercised shall be determined by the Committee on the date of grant except that
no Incentive Option shall be exercisable after the expiration of 10 years (five
years in the case of Incentive Options granted to a Ten Percent Shareholder)
from the date it was granted. The terms of any Award may provide that it is
exercisable for a shorter period. All Incentive Options shall terminate on the
date the Participant's employment with the Company terminates, except as
otherwise provided in the Agreement with respect to termination of employment,
death, disability or a "change of control" (as defined in any change of control
agreement to which the Company and any such Participant are parties).
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6.4 Transferability. Generally, any Award granted under this Plan shall
not be transferable except by will or by the laws of descent and distribution,
and shall be exercisable during the lifetime of the Participant only by the
Participant. However, a Nonqualified Option or Restricted Stock granted under
this Plan may be transferable to the extent provided in an Agreement.
Provided, further, that no right or interest of a Participant in any Award
shall be liable for, or subject to, any lien, obligation or liability of such
Participant.
6.5 Employee Status. The Committee shall determine the extent to which a
leave of absence for military or government service, illness, temporary
disability, or other reasons shall be treated as a termination or interruption
of employment for purposes of determining questions of forfeiture and exercise
of an Award after termination of employment; provided, however, that if the
period treated as employment with respect to an Incentive Option exceeds three
months, such Option shall be deemed a Nonqualified Option.
ARTICLE VII. METHOD OF EXERCISE
7.1 Exercise. An Option granted hereunder shall be deemed to have been
exercised on the Date of Exercise. Subject to the provisions of Articles VI
and IX, an Option may be exercised in whole or in part at such times and in
compliance with such requirements as the Committee shall determine.
7.2 Payment. Unless otherwise provided by the Agreement, payment of the
Option price shall be made in cash (including an exercise involving the pledge
of shares and a loan through a broker described in Securities Exchange
Commission Regulation T) or, to the extent approved by the Committee, Stock
that was acquired prior to the exercise of the Option, other consideration
acceptable to the Committee or a combination thereof.
7.3 Federal Withholding Tax Requirements. Upon exercise of a Non-
qualified Option by a Participant who is an employee of the Company or an
Affiliate, the Participant shall, upon notification of the amount due and prior
to or concurrently with the delivery of the certificates representing the
shares, pay to the Company amounts necessary to satisfy applicable federal,
state and local withholding tax requirements or shall otherwise make
arrangements satisfactory to the Company for such requirements. Such
withholding requirements shall not apply to the exercise of an Incentive
Option, or to a disqualifying disposition of Stock that is acquired with an
Incentive Option, unless the Committee gives the Participant notice that
withholding described in this Section is required.
7.4 Shareholder Rights. No Participant shall have any rights as a
stockholder with respect to shares subject to Options prior to the Date of
Exercise of such Option. However, a Participant shall enjoy the rights to
receive dividends and to vote shares of Restricted Stock beginning on the date
that Restricted Stock is awarded.
7.5 Issuance and Delivery of Shares. Shares of Stock issued pursuant to
the exercise of Options hereunder shall be delivered to Participants by the
Company (or its transfer agent) as soon as administratively feasible after a
Participant receives an award of Restricted Stock or exercises an Option
hereunder and executes any applicable shareholder agreement or agreement
described in Section 9.2 that the Company requires at the time of exercise.
ARTICLE VIII. ADJUSTMENT UPON CORPORATE CHANGES
8.1 Adjustments to Shares. The maximum number of shares of stock with
respect to which Awards hereunder may be granted and which are the subject of
outstanding Options, and the exercise price thereof, shall be adjusted as the
Committee determines (in its sole discretion) to be appropriate, in the event
that:
(a) the Company or an Affiliate effects one or more stock dividends, stock
splits, reverse stock splits, subdivisions, consolidations or other similar
events;
(b) the Company or an Affiliate engages in a transaction to which section
424 of the Code applies; or
(c) there occurs any other event which in the judgment of the Committee
necessitates such action;
Provided, however, that if an event described in paragragh (a) or (b) occurs,
the Committee shall make adjustments to the limits on Awards specified in
Sections 4.3 and 5.2 that are proportionate to the modifications of the Stock
that are on account of such corporate changes. Notwithstanding the foregoing,
the Committee may not modify the Plan or the terms of any Awards then
outstanding or to be granted hereunder to provide for the issuance under the
Plan of a different class of stock or kind of securities.
8.2 Substitution of Awards on Merger or Acquisition. The Committee may
grant Awards in substitution for stock awards, stock options, stock
appreciation rights or similar awards held by an individual who becomes an
employee of the Company or an Affiliate in connection with a transaction to
which section 424(a) of the Code applies. The terms of such substituted Awards
shall be determined by the Committee in its sole discretion, subject only to
the limitations of Article V.
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8.3 Effect of Certain Transactions. The provisions of this Section 8.3
shall apply to the extent that an Agreement does not otherwise expressly
address the matters contained herein. If the Company experiences an event
which results in a "Change in Control," as defined in Section 8.3(a), then,
whether or not the vesting requirements set forth in any Agreement have been
satisfied, (i) all shares of Restricted Stock that are outstanding at the time
of the change in Control shall become fully vested immediately prior to the
Change in Control event, and (ii) all Options that are outstanding at the time
of the Change in Control shall become fully vested and exercisable immediately
prior to the Change in Control event.
(a) A Change in Control will be deemed to have occurred for purposes
hereof, if:
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(1) any "person" as such term is used in Sections 13(d) and 14(d) of the
Exchange Act, other than a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or a corporation controlling the
Company or owned directly or indirectly by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company,
becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing more than 25%
of the total voting power represented by the Company's then outstanding Voting
Securities (as defined below), or
(2) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board and any new director whose
election by the Board or nomination for election by the Company's shareholders
was approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, or
(3) the shareholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or consolidation
which would result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the surviving
entity) more than 65% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or
(4) the shareholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of
all or substantially all of its assets.
For purposes of this Section 8.3(a), "Voting Securities" of an entity shall
mean any securities of the entity which vote generally in the election of its
directors.
(b) If, as a result of the Change in Control, the Company is not the
surviving entity after the transaction, or survives only as a subsidiary that
is controlled by another entity, all Options that are held by the Participant
immediately after the Change in Control shall be assumed by the entity which is
the survivor of the transaction, or converted into options to purchase the
common stock of the surviving entity, in a transaction to which section 424(a)
of the Code applies.
(c) Notwithstanding the foregoing, a portion of the acceleration of
vesting described in this Section shall not occur with respect to an Award to
the extent such acceleration of vesting would cause the Participant or holder
of such Award to realize less income, net of taxes, after deducting the amount
of excise taxes that would be imposed pursuant to section 4999 of the Code,
than if accelerated vesting of that portion of the Award did not occur. This
Section 8.3(c) shall not apply to Awards that were granted prior to the
February 14, 1998 amendment and restatement of this Plan.
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8.4 No Adjustment Upon Certain Transactions. The issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, for cash or property, or for labor or services rendered, either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, outstanding Awards.
8.5 Fractional Shares. Only whole shares of Stock may be acquired through
the exercise of an Award. Any amounts tendered in the exercise of an Award
remaining after the maximum number of whole shares have been purchased will be
returned to the Participant in the form of cash.
ARTICLE IX. COMPLIANCE WITH LAW AND REGULATORY APPROVAL
9.1 General. No Award shall be exercisable, no Stock shall be issued, no
certificates for shares of Stock shall be delivered and no payment shall be
made under this Plan except in compliance with all federal or state laws and
regulations (including, without limitation, withholding tax requirements),
federal and state securities laws and regulations and the rules of all
securities exchanges or self-regulatory organizations on which the
Company's shares may be listed. The Company shall have the right to rely on an
opinion of its counsel as to such compliance. Any certificate issued to
evidence shares of Stock for which an Award is exercised may bear such legends
and statements as the Committee upon advice of counsel may deem advisable to
assure compliance with federal or state laws and regulations.
9.2 Representations by Participants. As a condition to the exercise of an
Award, the Company may require a Participant to represent and warrant at the
time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares,
if, in the opinion of counsel for the Company, such representation is required
by any relevant provision of the laws referred to in Section 9.1. At the
option of the Company, a stop transfer order against any shares of stock may be
placed on the official stock books and records of the Company, and a legend
indicating that the stock may not be pledged, sold or otherwise transferred
unless an pinion of counsel was provided (concurred in by counsel for the
Company) and stating that such transfer is not in violation of any applicable
law or regulation may be stamped on the stock certificate in order to assure
exemption from registration. The Committee may also require such other action
or agreement by the Participants as may from time to time be necessary to
comply with federal or state securities laws. This provision shall not
obligate the Company or any Affiliate to undertake registration of options or
stock hereunder.
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ARTICLE X. GENERAL PROVISIONS
10.1 Effect on Employment. Neither the amendment and restatement of this
Plan, nor its operation, nor any documents describing or referring to this Plan
(or any part thereof) shall confer upon any employee any right to continue in
the employ of the Company or an Affiliate or in any way affect any right and
power of the Company or an Affiliate to terminate the employment of any
employee at any time with or without assigning a reason therefor.
10.2 Unfunded Plan. The Plan, insofar as it provides for grants, shall be
unfunded, and the Company shall not be required to segregate any assets that
may at any time be represented by grants under this Plan. Any liability of the
Company to any person with respect to any grant under this Plan shall be based
solely upon contractual obligations that may be created hereunder. No such
obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.
10.3 Rules of Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference. The
masculine gender when used herein refers to both masculine and feminine. The
reference to any statute, regulation or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.
10.4 Governing Law. The laws of the State of Mississippi shall apply to
all matters arising under this Plan, to the extent that federal law does not
otherwise apply or preempt Mississippi law.
10.5 Compliance With Section 16 of the Exchange Act. With respect to
persons subject to liability under Section 16 of the Exchange Act, transactions
under this Plan are intended to comply with all applicable conditions of rule
16b-3 (or successor provisions) under the Exchange Act. To the extent any
provision of this Plan or action by Committee fails to so comply, it shall be
deemed null and void to the extent permitted by law and deemed advisable by the
Committee.
10.6 Amendment. The Board may amend or terminate this Plan at any time;
provided, however, an amendment that would have a material adverse effect on
the rights of a Participant under an outstanding Award is not valid with
respect to such Award without the Participant's consent, except as necessary
for Incentive Options to maintain qualification under the Code; and provided,
further, that the shareholders of the Company must approve, in general meeting:
(a) 12 months before or after the date of adoption, any amendment that
increases the aggregate number of shares of Stock that may be issued under
Incentive Options or changes the employees (or class of employees) eligible to
receive Incentive Options;
(b) before the effective date thereof, any amendment that changes the
number of shares in the aggregate which may be issued pursuant to Awards
granted under the Plan or the maximum number of shares with respect to which
any individual may receive options in any calendar year; and
(c) before the effective date thereof, any amendment that increases the
period during which Awards may be granted or exercised.
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10.7 Duration of Plan. This Plan shall continue until it is terminated by
the Board pursuant to Section 10.6. However, no Incentive Option may be
granted under this Plan with respect to the additional shares of Stock that are
reserved for grant effective February 14, 1998, pursuant to Section 5.2, after
February 13, 2008, which is 10 years after the date that this amendment and
restatement of the Plan is adopted by the Board. No Incentive Option may be
granted under this Plan after December 27, 2004, with respect to shares of
Stock that were originally reserved for grant effective December 28, 1994.
Incentive Options granted before such dates shall remain valid in accordance
with their terms.
10.8 Effective Date of Plan. This Plan was first adopted by the Board on
December 28, 1994, was thereafter approved by the shareholders of the Company,
and was amended and restated effective February 14, 1998. All Awards granted
hereunder shall be governed by the terms of this amended and restated Plan;
provided, however, that the terms of the Plan prior to this amendment shall
apply to the extent that the terms of this restated Plan would have a
material adverse effect on the rights of a Participant under an outstanding
Award, unless the Participant has given consent to the change, or would modify
the vesting rights and rights to exercise an outstanding Award.
IN WITNESS WHEREOF, the undersigned officer has executed this amendment and
restatement of the Plan on this the _____ day of ____________, 1998, but to be
effective as provided in Section 10.8.
BANCORPSOUTH, INC.
By: ______________________________
Its: ______________________________