Unassociated Document


    
      

    

    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 as of <<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 << meeting 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 <<end of restriction
      period>>, 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, <<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 (not to exceed one), the numerator of which is the number of
      complete calendar months from the 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 and 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 (A) has committed an act of personal dishonesty,
      embezzlement or fraud, (B) has misused alcohol or drugs, (C) has
      failed to pay any obligation owed to the Company or any affiliate, (D) has
      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) 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, with the consent of the Committee or its
      delegate, 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
      and its Subsidiaries by the Company other than for Cause (as defined
      herein), the occurrence of a Change in Control (as defined in the
      Plan) which with respect
      to the Associate is a change in the ownership or effective control of the
      Company or in the ownership of a substantial portion of its assets (as
      defined in Section 409A of the Internal Revenue Code),
      or

            


    

    


    
      	
            	
              (A)

            	
              if
      the Associate does not have an Employment Agreement, the Associate’s
      termination of employment due to 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 termination of
      employment due to 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 and 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: 


    
      
         


      

      
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    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 and 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. 


    
      
         


      

      
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    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.

    


    12.           
Compliance with
Section 409A of
the Internal Revenue Code. 

    


    
      	
            	
              (a)

            	
              It
      is intended that any right or benefit which is provided pursuant to or in
      connection with this Award which is considered to be nonqualified deferred
      compensation subject to Section 409A (“Section 409A”) of the Internal
      Revenue Code (a “409A benefit”) shall be provided and paid in a manner,
      and at such time (i.e., at the applicable event
      described herein if a Section 409A payment event or otherwise at the first
      Section 409A payment event thereafter consisting of a fixed
      time
      (here, <<date>>), a Section 409A
      disability, a Section 409A separation from service (as described below),
      or a Section 409A change with respect to the
      Associate in the ownership or
      effective control of the Company or in the ownership of a substantial
      portion of its assets of the Company and including, in the discretion
      of the Committee or its delegate, any applicable
      Section 409A de minimis limited cashout
      payment
      rule permitted under
      Treasury Reg. Section 1.409A-3(j)(4)(v)) and in such
      form, as complies with the applicable requirements of Section 409A to
      avoid the unfavorable tax consequences provided therein for
      non-compliance.  Consequently, this Agreement is intended to be
      administered, interpreted and construed in accordance with the applicable
      requirements of Section 409A.  Notwithstanding the foregoing,
      the Associate and his or her successor in interest shall be solely
      responsible and liable for the satisfaction of all taxes and penalties
      that may be imposed on the Associate or his or her successor in interest
      in connection with this Agreement (including any taxes and penalties under
      Section 409A); and neither the Company nor any of its affiliates shall
      have any obligation to indemnify or otherwise hold the Associate or his or
      her successor in interest harmless from any or all of such taxes or
      penalties.

            


    

    


    
      	
            	
              (b)

            	
              Except
      as permitted under Section 409A, any 409A benefit payable to the Associate
      or for his or her benefit with respect to the Award may not be reduced by,
      or offset against, any amount owing by the Associate to the Company or any
      of its affiliates.

            


    

    


    
      	
            	
              (c)

            	
              To
      the extent that entitlement to payment of any 409A benefit occurs due to
      termination or cessation of employment, termination or cessation of
      employment shall be read to mean “separation from service” (within the
      meaning of Section 409A and as applicable to the Company and its
      affiliates).  Where entitlement to payment occurs by reason of
      such termination or cessation of employment and the Associate is a
      “specified employee” (within the meaning of Section 409A, as applicable to
      the Company and its affiliates and using the identification methodology
      selected by the Company from time to time in accordance with Section 409A)
      on the date of his or her “separation from service”, then payment of such
      409A benefit shall be delayed (without interest) until the first business
      day after the end of the six month delay period required under Section
      409A or, if earlier, after the Associate’s death.  In
      determining separation from service, separation from service is determined
      based on the “Separation from Service” definition in the Trustmark
      Corporation Deferred Compensation Plan (as in effect on
      <<date>>), which provides, in part, that in determining
      separation from service as an employee, separation from service occurs
      when it is reasonably anticipated that no further services would be
      performed after that date or that the level of services the Associate
      would perform after that date (whether as an employee or independent
      contractor) would permanently decrease to less than 50% of the average
      level of bona fide services performed over the immediately preceding
      <<months>> month
period.

            


    


    
      
         


      

      
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    13.           CPP Limitations.  The
Company has participated in the Troubled Asset Relief Program Capital Purchase
Program (the “CPP”) created by the U.S. Department of the Treasury (the
“Treasury Department”) pursuant to authority granted under the Emergency
Economic Stabilization Act of 2008 (the “EESA”); and the Company is required to
comply with the requirements of Section 111(b) of the EESA, as amended from time
to time, and the CPP with respect to the compensation of certain current and
future employees of the Company (as determined for purposes of the EESA and the
guidance and regulations issued by the Treasury Department with respect to the
CPP (the “CPP Requirements”)), in accordance with the CPP
Requirements.  The Associate acknowledges and understands that this
Agreement shall be administered, interpreted and construed and, if and where
applicable, benefits provided hereunder shall be limited, deferred and/or
subject to repayment to the Company in accordance with the CPP Requirements and
Section 111(b) of the EESA, as amended from time to time, to the extent legally
applicable with respect to the Associate, as determined by the Committee in its
discretion.  The Committee shall have the right unilaterally to amend
this Agreement to effect or document any changes or additions which in its view
are necessary or appropriate to comply with the CPP Requirements and Section 111
of the EESA, as amended from time to time.

    


    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»

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

     

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