1
EXHIBIT 10
BANCORPSOUTH, INC.
DIRECTOR STOCK PLAN
FEBRUARY 14, 1998
1. PURPOSE OF PLAN. BancorpSouth, Inc. (the "Company") and BancorpSouth
Bank, a wholly-owned subsidiary of the Company (the "Bank"), established the
Deferred Directors' Fee Unfunded Plan of BancorpSouth, Inc. (the "Fee Deferral
Plan") on November 25, 1980, and amended and restated the Plan effective July 1,
1994, through which a director of the Company or the Bank may elect to defer the
receipt of cash compensation payable as consideration for service as a director.
The Company now desires to establish this BancorpSouth, Inc. Directors Stock
Plan (the "Plan") to provide for payment of at least 50% of a director's
compensation in the form of common stock, $2.50 par value per share ("Common
Stock"), of the Company, in order to more closely align the interests of the
directors with those of the shareholders of the Company. In addition, the
Company desires to enable directors to elect to receive all or a portion of the
remaining 50% director compensation in the form of Common Stock.
2. PARTICIPATION. Each member of the board of directors of the Company
(the "Company Board") who is not also an officer or employee of the Company
(each such person, a "Company Director"), and each member of the board of
directors of the Bank (the "Bank Board") who is not also an officer or employee
of the Bank (each such person, a "Bank Director"), shall be eligible to
participate in the Plan during the period in which they serve in such position
(collectively, a "Director").
3. AUTOMATIC GRANT. Beginning January 1, 1999, all fees payable to
Company Directors and Bank Directors shall be paid pursuant to the terms of this
Paragraph; provided, however, the receipt of any cash amounts elected hereunder
may be deferred at the election of the Directors pursuant to the terms of the
Fee Deferral Plan, as provided in Paragraph 0.
(a) During the term of this Plan, 50% of the Company Director Fee
and the Board Director Fee (each as defined below) payable from time
to time to each Company Director and Bank Director for attendance at a
meeting of the Company Board, the Bank Board, and committees thereof,
shall be payable in shares of Common Stock, based upon the trading
price of the Common Stock on the New York Stock Exchange (or the
exchange on which the Common Stock is generally traded at that time)
during the period in which the Common Stock is issued to the Company
Director or Bank Director in payment of the respective fees.
(b) For purposes of this Plan, "Company Director Fee" means the
amount of director fees determined by the Company Board or the
appropriate committee thereof to be payable to each Company Director
for attendance at a meeting of the Company Board and committee
thereof. For purposes of this Plan, "Bank Director Fee" means the
amount of director fees determined by the Bank or the appropriate
committee thereof to be payable to each Bank Director for attendance
at a meeting of the Bank Board and committee thereof.
4. STOCK OR CASH ELECTION. The remainder of the Company Director Fee
and the Bank Director Fee that is not paid pursuant to Paragraph 0 shall be paid
in the form of Common Stock in the same manner described in Paragraph 0 or, if
elected by the Director, in the form of cash.
(a) With respect to the portion of the Company Director Fee and the
Bank Director Fee that the Director elects to receive in the form of
cash, the Director may elect to defer the receipt of such payment
pursuant to the terms of the Fee Deferral Plan.
(b) If a Director does not execute a written election to receive
payment of the Company Director Fee and/or the Bank Director Fee in
cash and in the manner specified by the Company, the Director will
receive full payment of the same in the form of Common Stock.
5. SHARE ACCOUNTING AND STOCK ISSUANCE. Shares of Common Stock that are
payable pursuant to Paragraphs 0 and 0 shall be issued subject to the terms and
conditions of the Plan through the Company's transfer agent
2
in the name of the applicable Company Director or Bank Director after the date
of each respective meeting in accordance with the administrative scheme that the
Company shall establish for issuance of shares. Pending such issuance, shares
earned hereunder shall be credited to a bookkeeping account ("Account") that is
maintained by the Company (or its agents). At the time of issuance, whole shares
of Common Stock will be delivered to Company Director or Bank Director and
subtracted from the Account. Any fractional shares remaining in the Account
shall be accumulated with future Account credits. The value of any fractional
shares remaining in the Account at the time a person is no longer a Company
Director or Bank Director shall be paid in cash.
6. SOURCE OF STOCK. Shares of Common Stock issued under the Plan may be
authorized and unissued shares, issued shares held in or acquired for the
treasury of the Company, or shares of Common Stock that are reacquired by the
Company upon purchase in the open market or otherwise. Provided, however, that
the Company may not deliver newly issued shares of Common Stock hereunder unless
the shareholders of the Company have approved the use of newly issued shares
under this Plan in a manner that complies with the rules of the New York Stock
Exchange. If the Common Stock is not listed on the New York Stock Exchange,
shareholder approval of using newly issued shares shall be required to the
extent necessary and in the manner required under the rules of the exchange or
system through which Common Stock is traded.
7. ADMINISTRATION OF THE PLAN. This Plan shall be administered by the
compensation committee of the Board of Directors of the Company, or in the
absence of appointment of such committee, by the Board of Directors.
8. SECURITIES LAWS MATTERS. The shares of Common Stock to be issued
under this Plan may, or may not, be in the sole discretion of the Company,
registered with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), or the securities act of any state. If such
shares have not been so registered, no disposition of the shares may be made in
the absence of an effective registration statement under the Act and compliance
with applicable state securities laws or an opinion of counsel satisfactory to
the Company to the effect that such disposition is in compliance with the Act
and applicable state securities laws. The Company's obligation to deliver shares
of Common Stock under the Plan shall be at all times subject to all approvals of
any governmental authorities required in connection with the authorization,
issuance, offer, sale or delivery of such stock and compliance with applicable
state and federal securities laws.
In order to comply with the requirements for an exemption under Rule
16b-3, promulgated under the Securities and Exchange Act of 1934, the Common
Stock obtained under this Plan may not be disposed of for a period of six months
after it is transferred to a Director pursuant to the terms of this Plan.
Furthermore, all dispositions of Common Stock acquired hereunder shall be
subject to the restrictions set forth in the Company's insider trading policy as
it is adopted from time to time.
9. TERM OF THE PLAN. This Plan shall be effective as of February 14,
1998 and shall continue thereafter until terminated by the Company Board. The
Company Board may amend or terminate this Plan at any time; provided, however,
that any such amendment or termination shall not affect the rights of a Company
Director or Bank Director with respect to Common Stock theretofore payable under
the Plan.
10. MISCELLANEOUS. Any headings or subheadings in this Plan are
inserted for convenience of reference only and are to be disregarded in the
construction of any provisions hereof. This Plan shall be construed in
accordance with the laws of the State of Mississippi, without regard to the
principles of conflicts of law thereof, to the extent federal law does not
supersede and preempt such law.
3
IN WITNESS WHEREOF, the undersigned has executed this Plan pursuant to
authorization of the Board of Directors of the Company on this ____ day of
February, 1998.
BANCORPSOUTH, INC.
By:
---------------------------------------
Its:
--------------------------------------