First Host Agreement. Pursuant to the First Host Agreement, Mr. Host was guaranteed a minimum base salary of
$550,000 annually, subject to annual review.
The First Host Agreement provided that Mr. Host was eligible to
earn an annual cash bonus, with a bonus target amount of 90% of his base salary. Mr. Host was also eligible to receive equity compensation awards on such basis as the Committee determines and was eligible to participate in any benefit plans or
programs that are offered to senior executives generally.
On any cessation of employment, Mr. Host was entitled to
his earned but unpaid base salary and annual bonus and, except in the case of termination for Cause (as defined in the First Host Agreement), any accrued vacation (earned compensation). Mr. Host was entitled to additional severance benefits in
the event his employment ends as a result of his death or disability, or in the event his employment was terminated by Trustmark without Cause whether in connection with a change in control of Trustmark or not, or in the event Mr. Host resigned
for Good Reason (as defined in the First Host Agreement) whether in connection with a change in control of Trustmark or not.
Under the First Host Agreement, Mr. Host was subject to standard confidentiality,
non-solicitation and non-competition obligations during the term of the First Host Agreement and for two years after his employment ends. As partial consideration for
these obligations after his employment ends, if Mr. Host’s employment was terminated by Trustmark without Cause or if he resigned for Good Reason, he would have been entitled to payments equal to two times the sum of (i) his annual
base salary, and (ii) the average of his annual bonuses earned for the three years prior to the end of his employment (the Covenant Payments), with one-half of the Covenant Payments paid in 12 equal
monthly installments commencing 60 days after termination and one-half paid in a lump sum 60 days after termination.
If Mr. Host’s employment was terminated by Trustmark without Cause or he resigned for Good Reason, in each case
within two years after a change in control, he would have been entitled to the following benefits in addition to the Covenant Payments and earned compensation: (i) a lump sum payment equal to one times his base salary and the average of his
annual bonuses earned for the three years prior to the change in control, (ii) thirty-six months of continuing medical, dental, vision and group life coverage on the same premium cost sharing basis as
prior to termination, and (iii) accelerated vesting of any unvested stock options.
If Mr. Host’s employment
was terminated by Trustmark without Cause or he resigned for Good Reason where he is not entitled to such change in control enhanced severance benefits, he would have been entitled to twenty-four months of continuing medical, dental, vision and
group life coverage on the same premium cost sharing basis as prior to termination, in addition to the Covenant Payments and earned compensation.
If Mr. Host’s employment was terminated due to disability or if he died during the term, he or his designated
beneficiary, spouse or estate would have been entitled to a lump sum payment of his earned compensation plus a time-weighted pro-rata share of his annual bonus target amount for that year.
The amounts which would have been payable to Mr. Host assuming a termination event on December 31, 2020, are
addressed in the “Potential Payments Upon Termination or Change in Control” table beginning on page 35.
The
above is a summary of the material terms and provisions of the First Host Agreement. For the complete First Host Agreement, including the definitions of the defined terms used therein, refer to the copies of the First Host Agreement that has been
filed with the SEC on September 14, 2010, as Exhibit 10-z to Trustmark’s Current Report on Form 8-K, the First Amendment to the First Host Agreement that has
been filed with the SEC on February 20, 2018, as Exhibit 10-v to Trustmark’s Annual Report on Form 10-K and the Second Amendment to the First Host Agreement
that has been filed with the SEC on December 10, 2019, as Exhibit 10.1 to Trustmark’s Current Report on Form 8-K, and are incorporated by reference into this proxy statement.
Second Host Agreement. In connection with Mr. Host’s election and appointment as Executive Chairman of Trustmark and the Bank, effective January 1, 2021, Trustmark and Mr. Host entered into the Second
Host Agreement.
The Second Host Agreement provides for Mr. Host to serve as Executive Chairman of Trustmark
and the Bank for a term beginning January 1, 2021 and continuing until the 2022 Annual Meeting of Shareholders.
Under
the Second Host Agreement, Mr. Host is guaranteed a minimum annual base salary of $700,000. Mr. Host’s base salary may be reduced, however, below $700,000, if Trustmark reduces the base salaries of other senior executives.
Mr. Host will be eligible to earn an annual cash bonus, with a bonus target amount of 60% of his base salary. The Human Resources Committee will have the discretion to increase the annual bonus above or decrease the annual bonus below the bonus
target amount for that year. Mr. Host will also be eligible to receive equity compensation awards on such basis as the Human Resources Committee of Trustmark’s Board of Directors determines.
On any cessation of employment, Mr. Host will be entitled to his unpaid earned base salary and, except in the case of
termination for Cause (as defined below), any unpaid earned annual bonus for the prior year (earned compensation). He will be entitled to additional severance benefits in the event his employment ends as a result of his death or disability, or in
the event his employment is terminated by Trustmark without Cause in connection with a change in control of Trustmark or not, or in the event Mr. Host resigns for Good Reason (as defined below) in connection with a change in control (as defined
below) of Trustmark or not.
If Mr. Host’s employment is terminated by Trustmark other than for Cause, death or
disability or if he resigns for Good Reason, in each case not in connection with a change in control of Trustmark, he will be entitled to earned compensation and a payment equal to two times the sum of (1) his annual base salary and
(2) the average of his annual
37