BANCORPSOUTH, INC. (BXS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BANCORPSOUTH, INC. (BXS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On November16, 2016, BancorpSouth, Inc. (the
Company) announced that William L. Prater, the
Senior Executive Vice President, Treasurer and Chief Financial
Officer of the Company and BancorpSouth Bank (the
Bank), informed the Company of his intention to
retire effective as of March10, 2017 (the Retirement
Date
).

In connection with Mr.Praters planned retirement, the Company,
the Bank, and Mr.Prater entered into a Retirement and Consulting
Agreement, dated November14, 2016 (the
Agreement). The Agreement provides for, among
other things, the following:

Consideration

The Company will pay Mr.Prater a lump sum payment of
approximately $466,000 on the day following the six-month
anniversary of the Retirement Date for his forfeited
restricted stock awards under the BancorpSouth, Inc.
Long-Term Equity Incentive Plan.
The Company will pay Mr.Prater a lump sum payment of
approximately $150,000 on the Retirement Date for Mr.Praters
earned but unpaid wages, accrued but unused vacation and
annual cash incentive awards payable under the Companys
Executive Performance Incentive Plan.
Mr.Prater will be able to accrue a Year of Participation
under the terms of the Companys Split-Dollar Life Insurance
Plan.
Mr.Praters retirement on the Retirement Date will not result
in a forfeiture of Mr.Praters performance share awards.
With respect to Mr.Praters Performance Shares awarded
January2, 2015 (the 2015 Award) with target
performance of 2,000 shares, the calculation of the shares
that are earned under the 2015 Award will be based on
performance through December31, 2016. The payment earned
under the 2015 Award will be made between January1, 2018 and
January31, 2018, provided that Mr.Prater remains employed
through the Retirement Date.
With respect to Mr.Praters Performance Shares awarded
January27, 2016 (the 2016 Award) with target
performance of 1,650 shares, the calculation of the shares
that are earned under the 2016 Award will be based on
performance through December31, 2017, but reduced by a 62.5%
pro rata adjustment for the portion of the performance period
that Mr.Prater remains employed through the Retirement Date.
The payment earned under the 2016 Award will be made between
January1, 2019 and January31, 2019, provided that Mr.Prater
remains employed through the Retirement Date.

Consulting

Mr.Prater will provide consulting services after the
Retirement Date in order to assist the Company in
transitioning his duties to his successor.
The consulting period will continue until June30, 2018 and
will be subject to renewal (the Consulting
Period
).
Mr.Prater will not spend more than 32 hours per month as a
consultant under the Agreement.
The Company will pay $5,000 per month for consulting services
under the Agreement.

Restrictive Covenants

Mr.Prater is generally restricted from competing with the
Company during the period that commences on the Retirement
Date and that terminates at the end of the Consulting Period.
Mr.Prater is also restricted from soliciting any of the
Companys customers or employees during the period that
commences on the Retirement Date and that terminates two
(2)years after the end of the Consulting Period.

Further, because Mr.Prater is a specified employee under section
409A of the Internal Revenue Code of 1986, as amended, the
distribution of benefits that he will receive under the
retirement plans that are non-qualified deferred compensation
programs will not commence until six months after the Retirement
Date.

Mr.Praters retirement is not the result of any disagreement with
the Company or the Bank or any matter relating to the operations,
policies or practices of the Company or Bank.

The foregoing description of the Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the Retirement and Consulting Agreement which is
filed as Exhibit 10.1 to this Current Report on Form 8-K (this
Report) and which is incorporated herein by
reference in its entirety.

In addition, a copy of the news release announcing Mr.Praters
retirement is furnished as Exhibit 99.1 to this Report.

Section9 Financial Statements and Exhibits

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit10.1 Retirement and Consulting Agreement, dated November14, 2016,
by and between BancorpSouth, Inc., BancorpSouth Bank and
William L. Prater
Exhibit 99.1 News Release issued on November16, 2016 by BancorpSouth, Inc.


About BANCORPSOUTH, INC. (BXS)

BancorpSouth, Inc. is a financial holding company. The Company, through its principal bank subsidiary, BancorpSouth Bank (the Bank), conducts commercial banking and financial services operations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee, Texas and Illinois. The Company’s segments include Community Banking, Insurance Agencies, and General Corporate and Other. Its Community Banking segment provides a range of deposit products, commercial loans and consumer loans. Its Insurance Agencies segment serves as agents in the sale of commercial lines of insurance and full lines of property and casualty, life, health and employee benefits products and services. Its General Corporate and Other segment includes mortgage lending, trust services, credit card activities, investment services and other activities not allocated to the Community Banking or Insurance Agencies segments.

BANCORPSOUTH, INC. (BXS) Recent Trading Information

BANCORPSOUTH, INC. (BXS) closed its last trading session up +0.25 at 28.90 with – shares trading hands.

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