ex10q.htm


    
      EXHIBIT
        10-q

      


      TRUSTMARK
        CORPORATION

      FORM
        OF

      TIME-BASED
        RESTRICTED STOCK
        AGREEMENT
        
          

        

      

      Granted
        «grant date»
        
          

        

      

      


      This
        Time-Based Restricted Stock
        Agreement (“Agreement”) is entered into on «grant date» pursuant
        to the 2005 Stock and Incentive
        Compensation Plan (the “Plan”) of Trustmark Corporation (the “Company”) and
        evidences the grant of Restricted Stock (as defined in the Plan), and the
        terms,
        conditions and restrictions pertaining thereto, to «name» (the
“Associate”).

      


      WHEREAS,
        the Company maintains the Plan
        under which the Committee (as defined in the Plan) may, among other things,
        award 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
        Company, upon recommendation by the Committee and approval by the Company’s
        Board of Directors, has granted to the Associate a restricted stock award
        conditioned upon the execution by the Company and the Associate of a Time-Based
        Restricted Stock 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. 
Award
        of
        Shares.  Under
        the terms of the Plan, the Company, upon recommendation by the Committee
        and
        approval by the Company’s Board of Directors on «grant date»,
        awarded to the Associate a restricted
        stock award (the “Award”) effective on «grant date» (“Award
        Date”), covering «shares» shares
        of the Company’s Stock (the
“Award Shares”) subject to the terms, conditions, and restrictions set forth in
        this Agreement.  

      


      2. 
Period
        of
        Restriction and Vesting in the Award Shares. 

      


      
        	
                 

              	
                (a) 
Subject
                  to earlier vesting or
                  forfeiture as provided below, the period of restriction (the “Period of
                  Restriction”) applicable to the Award Shares is the period from the Award
                  Date through «expiration
                  date», with vesting
                  in the Award Shares
                  being «vesting
                  schedule», if the
                  Associate’s employment with the Company or its Subsidiaries continues for
                  the «vesting
                  period».

              


      

      


      
        	
                 

              	
                (b) 
Except
                  as contemplated in
                  Paragraph 2(c), the Award Shares may not be sold, transferred,
                  pledged,
                  assigned, or otherwise alienated or hypothecated, otherwise than
                  by will
                  or by the laws of descent and distribution, during the «vesting period».  Except
                  as otherwise
                  provided pursuant to Paragraph 2(c), the Award Shares as determined
                  pursuant to Paragraph 2(a) shall become freely transferable by
                  the
                  Associate as of the last day of the «vesting period».
                  

              


      

      


      
        	
                 

              	
                (c) 
Subject
                  to earlier forfeiture as
                  provided below, in the event a Vesting Acceleration Event occurs
                  while the
                  Associate is an employee of the Company or one of its Subsidiaries
                  and
                  after the first calendar quarter in, but prior to the last day
                  of, the
                  «vesting
                  period», then vesting
                  in the Award Shares shall be provided for a time-weighted portion
                  of the
                  Award Shares (determined by multiplying the number of Award Shares
                  by a
                  fraction, the numerator of which is the number of complete calendar
                  months
                  from beginning of the Period of Restriction (counting the calendar
                  month
                  containing the Award Date as a complete calendar month) to and
                  including
                  the Vesting Acceleration Event, and the denominator of which is
                  the number
                  of whole or partial calendar months in the Period of
                  Restriction).  In such event, the Period of Restriction shall
                  end, the restrictions applicable to the Award Shares shall automatically
                  terminate, and the Award Shares shall be free of restrictions and
                  freely
                  transferable, all to the extent of the vested Award Shares as so
                  determined.  In such event, the balance of the Award Shares
                  which are not vested shall be immediately
                  forfeited.  

              


      

      


      
        	
                 

              	
                (d) 
The
                  following terms have the
                  following meanings for purposes
                  hereof:

              


      

      


      
      

      
      

      
        	 	
                 (i)

                 

                 

                 

                 

              	“Cause”
means
                that the Associate
                has (A) committed an act of personal dishonesty, embezzlement or
                fraud, (B) has misused alcohol or drugs, (C) failed to pay any
                obligation owed to the Company or any affiliate, (D) breached a
                fiduciary duty or deliberately disregarded any rule of the Company
                or any
                affiliate, (E) has committed an act of willful misconduct, or the
                intentional failure to perform stated duties, (F) has willfully
                violated any law, rule or regulation (other than misdemeanors, traffic
                violations or similar offenses) or any final cease-and-desist order,
                (G) has disclosed without authorization any confidential information
                of the Company or any affiliate, (H) or has engaged in any conduct
                constituting unfair competition, or (I) has induced any customer of
                the Company or any affiliate to breach a contract with the Company
                or any
                affiliate.


      

      
        
          

        

      

      
      

      
      

      
        	 	
                 (ii)

                 

                 

              	“Vesting
                Acceleration Event” means the Associate’s death, the Associate’s
                retirement at or after age sixty-five (65) where there is no Cause
                (as
                defined herein) for the Company to terminate the Associate’s employment,
                the termination of the Associate’s employment with the Company or its
                Subsidiaries by the Company other than for Cause (as defined herein),
                the
                occurrence of a Change in Control (as defined in the Plan), or
                


      

       

      
      

      
        	 	 	
                (A)

                 

              	 if
                the
                Associate does not have an Employment Agreement, the Associate’s becoming
                disabled (as defined for purposes of Section 22(e)(3) of the Internal
                Revenue Code), or 


      

       

      
        	 	 	
                (B)

                 

                 

              	if
                the Associate has an Employment
                Agreement, the Associate’s becoming disabled (as defined in his or her
                Employment Agreement or, if not so defined, as defined for purposes
                of
                Section 22(e)(3) of the Internal Revenue Code), or the Associate’s
                termination of employment with the Company or its Subsidiaries at
                his or
                her own initiative for “Good Reason” (as defined in his or her Employment
                Agreement, but only if defined
                therein).


      

      


      
        	
                 

              	
                For
                  purposes of determining a
                  Vesting Acceleration Event, an “Employment Agreement” means a written
                  individual employment agreement, or if there is no employment agreement,
                  then a written individual change in control agreement, as in effect
                  on the
                  Award Date between the Associate and the Company or one of its
                  Subsidiaries.  If an Associate does not have such a written
                  individual employment agreement or change in control agreement,
                  the
                  Associate is considered not to have an Employment Agreement for
                  purposes
                  hereof.

              


      

      


      3. 
Stock
        Certificates.  The stock certificate(s)
        for the Award Shares shall be registered on the Company’s stock transfer books
        in the name of the Associate.  Physical possession of the stock
        certificate(s) shall be retained by the Company until such time as the
        restrictions hereunder lapse.  The Associate shall provide a duly
        executed stock power in blank to the Company.  The certificate(s)
        evidencing the Award shall bear the following legend: 

      


      The
        sale or other transfer of the Shares
        of Stock represented by this certificate, whether voluntary, involuntary,
        or by
        operation of law, is subject to certain restrictions on transfer set forth
        in
        the Trustmark Corporation 2005 Stock and Incentive Compensation Plan, in
        the
        rules and administrative procedures adopted pursuant to such Plan, and in
        a
        Time-Based Restricted Stock Agreement dated «grant date».  A
        copy of the Plan, such
        rules and procedures, and such Time-Based Restricted Stock Agreement may
        be
        obtained from the Secretary of Trustmark Corporation.

      


      4. 
Voting
        Rights.  During
        the «vesting
        period», the Associate may
        exercise full voting rights with respect to the Award Shares.


      


      5. 
Dividends
        and Other Distributions.  During the «vesting
        period», all dividends and
        other distributions
        paid with respect to the Award Shares (whether in cash, property or shares
        of
        the Company’s Stock) shall be registered in the name of the Associate and
        deposited with the Company as provided in Paragraph 3.  Such dividends
        and other distributions shall be subject to the same restrictions on
        transferability and vesting as the Award Shares with respect to which they
        were
        paid and shall, to the extent vested, be paid when and to the extent the
        underlying Award Shares are vested and freed of
        restrictions.

      


      6. 
Termination
        of Employment.  If the Associate’s
        employment with the Company or its Subsidiaries ceases prior to the end of
        the
«vesting period»
and
        Paragraph 2(c) does not
        apply or has not applied, then any Award Shares subject to restrictions at
        the
        date of such cessation of employment shall be automatically forfeited to
        the
        Company.  For purposes of this Agreement, transfer of employment among
        the Company and its Subsidiaries shall not be considered a termination or
        interruption of employment.

      


      7. 
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 acquired pursuant to this Award if the restrictions thereon
        have lapsed).

      


      8. 
Administration
        of Plan.  The
        Plan is administered by the 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 awards pursuant to the Plan, and to require of any person receiving
        an award, at the time of such receipt or lapse of restrictions, 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.


      


      9. 
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.  

      


      10. 
Notices.  Any
        notice to the Company
        required under or relating to this Agreement shall be in writing and addressed
        to: 

      


      
        	 	 Trustmark
                Corporation	 Mailing
                Address
	 	 248
                E. Capitol
                Street	 P.O.
                Box 291
                
	 	 Jackson,
MS 39201	 Jackson
,
MS 39205
	 	 	 
	 	 Attention:  Secretary	 


      

       

      Any
        notice to the Associate required
        under or relating to this Agreement shall be in writing and addressed to
        the
        Associate at his or her address as it appears on the records of the
        Company.

      


      11. 
Construction.  This
        Agreement shall be
        administered, interpreted and construed in accordance with the applicable
        provisions of the Plan.

      


      To
        evidence their agreement to the
        terms, conditions and restrictions hereof, the Company and the Associate
        have
        signed this Agreement as of the date first above written.

      


      COMPANY:

      


      TRUSTMARK
        CORPORATION

      


      By:
        ____________________________________

      Its:
        ____________________________________

      


      ASSOCIATE:

      


      By: ____________________________________

      «name»