RNST DEF 14A Report ended April 28, 2020

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TIME AND PLACE	1:30 p.m., Central time, on Tuesday, April 28, 2020

ITEMS OF BUSINESS	1. Election of five Class 3 directors who will each serve a three-year term expiring in 2023;

2.	Approval of the Renasant Corporation 2020 Long-Term Incentive Compensation Plan;

3.	Adoption, in a non-binding advisory vote, of a resolution approving the compensation of our named executive officers;

4.	Ratification of the appointment of HORNE LLP as Renasant's independent registered public accountants for 2020; and

5.	Transaction of such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

RECORD DATE	You can vote if you were a shareholder of record as of the close of business on February 21, 2020 .

ANNUAL REPORT	Our proxy statement, proxy card and Annual Report on Form 10-K for the year ended December 31, 2019 , which serves as our Annual Report to Shareholders but is not part of our solicitation materials, has been posted on our internet website at www.proxyvote.com . If you received a paper copy of the proxy statement and proxy card, our annual report is also enclosed.

PROXY VOTING

It is important that your shares be represented and voted at the annual meeting. You may vote your shares via a toll-free telephone number or on the internet. If you received a paper copy of the proxy statement, you may vote your shares by signing, dating and mailing the accompanying proxy card in the envelope provided. Instructions about the three methods of voting are contained in the proxy statement. Any proxy may be revoked at any time prior to its exercise at the annual meeting.

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(1)

Exclusions include charges with respect to which we are unable to accurately predict when these charges will be incurred or, when incurred, the amount of the charge. For 2019, these charges were merger and conversion expenses, expenses associated with our strategic hiring efforts, debt prepayment penalties and a valuation adjustment related to our mortgage servicing rights asset, each on an after-tax basis.

(2)	Diluted EPS, with exclusions, return on average tangible shareholders' equity, with exclusions, and return on average tangible assets, with exclusions, are non-GAAP financial measures. For a reconciliation of these measures to their most comparable GAAP measures, please see the information under the “ Non-GAAP Financial Measures ” heading at the end of this section.

a	We recorded our highest level of annual earnings, with net income of $167.6 million, marking our seventh consecutive year of record net income.

a

Our diluted EPS (as reported) was $2.88, reflecting a modest increase from 2018 ($0.09), even as diluted EPS was negatively impacted ($0.12) by the increased salary and employee benefit expenses associated with our strategic hiring. Although this hiring immediately impacted our noninterest expense in 2019, we expect to see enhancements to our revenue growth and profitability in 2020 and beyond that more than offsets these expenses, as our new teammates' loan portfolios mature and expand.

a	Total loans held for investment increased $606.5 million over 2018. After excluding the $110.1 million portfolio of non-mortgage consumer loans that we transferred from our held for sale portfolio, total loans increased 5.46% year-over-year.

a	To mitigate the impact of interest rate changes, we focused on growing stable, low-cost deposits to fund our lending activity. Our noninterest-bearing deposits increased $233.1 million over 2018, which represents our largest annual growth in noninterest-bearing deposits.

a	Our mortgage banking income increased $7.8 million over 2018. Excluding a $1.8 million adjustment to the value of our mortgage servicing rights (MSR), our mortgage banking income increased more than 19% year-over-year, helping to offset the impact of the Durbin Amendment, which reduced noninterest income by $6.0 million.

a	Our asset quality metrics remained strong. Net loan charge-offs were 0.04% of average loans, compared to 0.05% of average loans for 2018. As a percentage of total assets, all of our credit metrics, including non-performing assets and other real estate owned, loans 30-89 days past due and our internal watch list, were near historical lows by the end of 2019.

a	We increased our annual dividend. The annual dividend now stands at $0.88 per share, an approximately 5% increase over 2018. We also returned capital to our shareholders through stock repurchases. We repurchased approximately 1.8 million shares of our common stock, at a weighted average price of $34.58 per share.

a	We expanded our geographic footprint through branch openings, with locations opened in Fairhope and Huntsville, Alabama, Macon and Port Wentworth, Georgia, Franklin and Knoxville, Tennessee, and in Destin and Pensacola on the Florida panhandle.

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(1)	Gary D. Butler has been nominated for election as a Class 3 director. Background information about Dr. Butler may be found below in the “ Proposals ” section under the heading “ Proposal 1 - Election of Five Class 3 Directors .”

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•	Transactions involving a director, members of his or her immediate family and businesses with which they are associated and the Company or the Bank (more information about these transactions may be found below under the headings “ Indebtedness of Directors and Executive Officers ” and “ Other Related Person Transactions ”).

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The Bank employs Mr. Creekmore’s son as a portfolio manager in the Bank's corporate banking department and Mr. Holland's son as an associate financial advisor in the Bank's wealth management division. Neither of these employees is considered an “executive officer” of the Company. The compensation paid to each employee, which is below the amount necessary to qualify as a related person transaction, was consistent with the compensation paid to similarly-situated employees of the Bank. The Bank also employs Dr. Heyer’s son as an advisor in the Bank’s wealth management division. He is not an “executive officer,” but his employment is a related person transaction because of the amount of compensation he was paid in 2019. More details about our employment of Dr. Heyer’s son can be found in this section below under the heading “ Other Related Person Transactions .”

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•	With the chairman, scheduling and setting the agenda for board meetings;

•	Scheduling, setting the agenda for, and chairing all executive sessions of the “independent directors” of the board;

•	Determining the appropriate materials to be sent to directors for all meetings;

•	Acting as a liaison between the board and the chief executive officer and our other executive officers;

•	Assisting the compensation committee in evaluating the chief executive officer’s performance;

•	Assisting the nominating and corporate governance committee in its annual assessment of the board’s committee structure and each committee’s performance; and

•	Overseeing the board’s communications with our shareholders.

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The audit committee focuses on financial reporting and operational risk. This committee meets regularly with management, our independent registered public accountants and our internal auditors (outside the presence of management) to discuss the integrity of our financial reporting processes and internal controls and the steps taken to monitor and control related risks. In addition, at almost every meeting the committee receives a management presentation designed to give the committee a better understanding of our operations and how the subject of the presentation impacts our overall operational risk. More information about the audit committee can be found above under the heading “ Board Committees ” above and below in the “ Report of the Audit Committee ” and “ Independent Registered Public Accountants ” sections.

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The compensation committee evaluates risks associated with our executive compensation program. The activities of the compensation committee in this regard are described in more detail in the CD&A below. The compensation committee is assisted by the incentive compensation committee, which is comprised of senior management and reports directly to the compensation committee. The incentive compensation committee reviews our cash and equity incentive compensation arrangements (for both executive and non-executive employees) to ensure that these arrangements appropriately balance risks and financial rewards in a manner that does not encourage or expose the Bank or the Company to imprudent risks, whether financial, credit, regulatory or otherwise. On an annual basis, management prepares for the incentive compensation committee’s review and approval a risk assessment that describes both the risks presented by all of the incentive compensation arrangements maintained by the Company and the procedures in place designed to mitigate the risks that have been identified. This risk assessment is then presented to the compensation committee for its review. As part of this review process, each committee may recommend changes to incentive plans or additional procedures to be adopted in order to further mitigate the risks presented by our incentive compensation arrangements.

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The property, insurance and technology committee, which is a Bank committee, reviews our insurance coverages to ensure that Renasant is appropriately insured against the various risks facing us and analyzes emerging issues relating to these coverages (or denials of coverage) for our various activities. This committee also supplements the ERM committee in overseeing risks related to our technological infrastructure and information security.

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The loan committee, also a Bank committee, is primarily responsible for credit administration and other risks arising in connection with our lending activities. Among other things, this committee approves the Bank’s loan policy manual and any changes to our loan policy. The loan committee’s work is supplemented by a number of management committees that report to it on various aspects of our lending activities, such as the problem asset review committee.

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The Bank’s investment committee monitors our interest rate and liquidity risk. The committee has two primary goals with respect to risk oversight (1) to structure our asset-liability composition in a way that maximizes our net interest income while minimizing the adverse impact of changes in interest rates on interest income and capital and (2) to ensure that we have adequate sources of short and long-term liquidity both under the current interest rate environment and under various hypothetical interest rate scenarios. The asset/liability committee, a management committee reporting to the investment committee, monitors our interest rate sensitivity and makes decisions relating to that process.

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•	“Independence” within the meaning of the Nasdaq Listing Rules and SEC rules and regulations;

•	Experience in banking, financial services or other business or in marketing, finance, legal, accounting or other professional disciplines;

•	Diversity, as described above;

•	Familiarity with and participation in the communities in which we operate;

•	Prominence and a highly-respected reputation in his or her profession;

•	A proven record of honest and ethical conduct, personal integrity and independent judgment;

•	Ability to represent the interests of our shareholders; and

•	Ability to devote time to fulfill the responsibilities of a director and to enhance his or her knowledge of the banking and financial services industry.

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The Bank leases the real estate where certain of its branches are located from a trust of which Mr. Morgan is a trustee and an approximate 25% beneficiary (taking into account the interest of Mr. Morgan and his children) (this trust is referred to as the “Morgan Family Trust”). The following table sets forth (1) the location of each of these branches, (2) the lease payments made in 2019 and (3) the payments due over the remaining terms of each of the leases, which expire at various times between 2022 and 2025 (amounts in the columns below include, to the extent known, triple net charges):

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Brand Properties, LLC and Brand Real Estate Services, Inc., both of which are owned by the Morgan Family Trust, provide property management services for the above-listed branch locations and our Dacula, Georgia branch location. In 2019, these entities were paid $52,381 in the aggregate for property management services, and we expect to pay an aggregate of approximately $346,570 to these entities for such services over the remaining terms of the applicable leases (these entities do not provide property management services with respect to any of our other locations).

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As part of the Brand acquisition, we assumed “split-dollar” insurance arrangements maintained for the benefit of life insurance trusts established by Mr. Morgan and his siblings. Under these arrangements, the trusts (whose beneficiaries are parties related to Mr. Morgan or his siblings) acquired and owned life insurance policies on the lives of Mr. Morgan and the siblings, and Brand (and, after the merger, Renasant) was contractually obligated to pay the premiums. Upon the insured’s death or the earlier termination of the arrangements, each trust was obligated to repay to us the greater of the surrendered aggregate amount of the premium payments made on behalf of the trust or the cash surrender value of the policies. The split-dollar insurance arrangements were terminated in 2019. Prior to the termination of the arrangements we paid an aggregate of $158,662 in premium payments during 2019.

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The Bank’s subsidiary GardenBrand, LLC is party to a purchase and sale agreement with two entities owned by the Morgan Family Trust. Under this agreement, GardenBrand, LLC has agreed to sell a vacant lot in Atlanta, Georgia, to one of the entities owned by the Morgan Family Trust in exchange for the real estate, owned by the other entity owned by the Morgan Family Trust, on which the Bank’s branch in Suwanee, Georgia, is located and cash. The purchase and sale agreement was entered into in 2015; in 2019 we agreed to extend the closing until May 2020. As a condition of the extension, $150,000 in earnest money was irrevocably released to us. Our executive committee reviewed and approved the terms of each proposed extension before we amended the purchase sale and agreement to provide for the extension.

•	By writing to Renasant Corporation, 209 Troy Street, Tupelo, Mississippi 38804-4827, Attention: Chief Financial Officer;

•	By e-mail to KChapman@renasant.com; or

•	By phone at (662) 680-1450.

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•	The reason for making the nomination;

•	All arrangements or understandings between or among the recommending shareholder(s) and the nominee, as well as any information that would have to be disclosed under Item 404 of Regulation S-K if the recommending shareholder (and any beneficial owner on whose behalf the recommendation has been made) were the registrant;

•	All information relating to the nominee that is required to be disclosed in solicitations of proxies for the election of directors in a contested election pursuant to the Exchange Act and the rules and regulations promulgated thereunder; and

•	The nominee’s written consent to being named in the proxy statement and to serve as a director if elected.

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(1)	Mr. McNeel retired from our board effective as of the 2019 annual meeting of shareholders.

•	Column B - Fees Earned or Paid in Cash. Amounts in this column reflect the retainers and meeting fees we paid to our non-employee directors. Fees may be voluntarily deferred under our Deferred Stock Unit Plan or Deferred Income Plan, which are described below.

•	We paid the following retainers, prorated in the form of equal monthly payments:

•	All directors received an annual retainer the amount of $40,000;

•	Our lead director received an additional retainer in the amount of $12,000;

•	The chair of the audit committee received an additional retainer in the amount of $10,000; and

•	The chairs of the executive, compensation and, nominating committees and the Bank’s credit review committee each received an additional retainer in the amount of $7,500.

•	Members receive $500 for each meeting they attend and committee chairs who do not receive an

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•	Each of our non-employee directors who serves on one of our state bank boards was paid a $500 fee quarterly or when the board meets, a $125 fee in each month during which a meeting was not held, and a $200 fee for attendance at state bank board committee meetings.

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Column C - Stock Awards. On April 23, 2019, each director, received a time-based restricted stock award of 1,325 shares of our common stock that will vest at the 2020 annual meeting. Column C reports the aggregate fair value of these awards, determined as of the date of award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation.” Dividends payable on restricted stock awards are not included in our fair value determination. Please refer to Note 14, “Employee Benefit and Deferred Compensation Plans,” in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of the assumptions used to derive the fair value of our restricted stock.

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Column D - Changes in Pension Value and Nonqualified Deferred Compensation Earnings. Amounts in this column report above-market earnings on amounts deferred under the Deferred Income Plan. Interest earned on deferred amounts is considered above-market only if the interest rate exceeded 120% of the applicable federal long-term rate, with compounding, as prescribed by the Internal Revenue Service. Our non-employee directors do not participate in a pension plan or similar arrangement.

•	Column E - All Other Compensation. Cash dividends paid on restricted stock awards are included in this column. The remaining amounts in this column reflect the value of other benefits we provide to our non-employee directors, which consist of the following:

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Non-employee directors and their eligible dependents may elect to enroll in our medical and dental plans and pay full premiums for the coverage. Based on historical practice, we deduct a portion of the premiums from the cash payments we make to our electing directors (reported in Column B), and a portion of the premiums are treated as imputed income that is applied to the cost of the premiums and reported as taxable income. Amounts in Column E represent the portion of the premium that we treat as imputed income.

•	We provide term life and accidental death and dismemberment insurance coverage to each director with a face amount of $10,000, at a cost of $25.

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•	The performance cycle for our performance-based restricted stock awards is now three years (increased from one year). Pay is now directly linked to the longer-term performance of the Company.

•	Most performance measures are now evaluated on a relative or comparative basis rather than absolute basis. We have tied a substantial portion of our pay to performance relative to a peer group, ensuring that equity payouts are closely linked to the actual delivery of shareholder value when compared to our peers.

•	We increased the number of performance measures we use for equity payouts. This change permits us to link pay with a broader and more complete evaluation of the Company’s performance.

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•	In the fall of 2018, Pearl Meyer recommended changes to the financial institutions included in our compensation peer group and provided a review and analysis of the compensation levels and programs of companies within the peer group.

•	At the end of 2018, Pearl Meyer provided advice with respect to the modification of our cash and equity incentives and recommended the characteristics of the financial institutions to be included in our performance peer group (more information about our compensation and performance peer groups is under the “ Peer Groups ” heading below).

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•	A “compensation peer group,” to evaluate whether our total compensation remains fairly competitive and is generally “in line” with other opportunities that may be available to our executive team; and

•	A “performance peer group,” to measure the relative performance of the Company for certain of our performance measures.

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•	Insurance-type group benefits that are generally available to all employees of the Company, including health and dental coverage and life and disability benefits. Our named executives are also provided additional life and disability insurance coverage through the group policies.

•	A broad-based 401(k) plan, including Company matching and profit-sharing contributions.

•	Two voluntary deferral plans, our Deferred Stock Unit Plan, or the DSU Plan, and our Deferred Income Plan. With the exception of a contribution for the benefit of Mr. McGraw in 2019, we do not contribute to these arrangements.

•	Dues for memberships in professional and civic organizations, country club dues and car allowances.

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•	Diluted earnings per share, or EPS, measured on an absolute basis;

•	Net revenue per share, or NRPS, measured on an absolute basis; and

•	Return on average tangible common equity, or ROTCE, measured relative to our performance peer group.

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•	Time-based awards with a three-year service period ending January 2022 (with the exception of the one-year service period for Mr. McGraw that ends January 2020), which are intended to advance one of the Company’s most important strategic objectives: the retention of our executive team;

•	Performance-based awards with a three-year performance cycle ending December 2021, which are intended to align compensation with the long-term performance of the Company; and

•	Final performance-based awards with a one-year performance cycle ending December 2019, which are intended to avoid a "gap" in annual performance-based compensation opportunities as we complete our transition from a one-year performance cycle to a three-year performance cycle.

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Time-Based Awards. Time-based awards are considered strategic compensation. The service or retention period for our time-based awards is three years, except that for Mr. McGraw a one-year period was considered more appropriate given the remaining term of his employment agreement. With the exception of Mr. McGraw, the number of shares awarded increased in 2019. Increases are intended to reflect the additional duties and responsibilities assumed by our executives in connection with the completion of our succession plan; 2019 presented the first opportunity to make these adjustments, given that the succession was completed during a time-based vesting period. The table below describes the time-based awards made to our named executive officers for 2019.

•	Performance-Based Awards with a Three-Year Performance Cycle. Payouts for our performance-based awards with a three-year performance cycle ending December 31, 2021 will be determined using three Company-wide performance measures, each determined relative to our performance peer group:

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Transition Awards. For 2019, the committee made the final restricted stock awards with a one-year performance cycle, completing the transition from a one-year cycle to a three-year cycle, while avoiding a shortfall or “gap” in the amount of performance-based compensation opportunities available in any year. More information about changes to our performance cycle may be found above under the heading “Objectives of Our Compensation Program” in the “Changes to Performance-Based Equity Awards” subsection . Beginning in 2020, equity awards subject to a one-year performance cycle are no longer part of our executive compensation program.

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(1)	Mr. Morgan became a named executive in 2018 in connection with our acquisition of Brand. SEC rules permit us to omit compensation information for years prior to the individual becoming a named executive.

•	Column C - Salary - Amounts included in this column represent base salary earned by our named executives in 2019, 2018 and 2017, some of which may have been voluntarily deferred under our 401(k) plan or our non-qualified deferred compensation plans, the Deferred Income Plan and the DSU Plan.

•	Column D - Bonus - Amounts in this column report cash bonuses paid on a discretionary basis. Discretionary bonuses were not a component of our compensation program during 2019, 2018 or 2017, except that in 2018 Mr. Morgan received a bonus for his service after our acquisition of Brand.

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Columns E and F - Stock Awards; Option Awards - Amounts in these columns represent the value of non-cash compensation granted or awarded under our 2011 LTIP, which may be performance-based or time-based. Performance-based awards may or may not be earned by any executive, depending upon the achievement of performance measures; time-based awards are earned contingent on the completion of the designated service period. Options were not a component of our compensation during 2019, 2018 or 2017. Our 2011 LTIP will be replaced by the 2020 LTIP, if approved by our shareholders at the annual meeting. The material terms of the 2020 LTIP are described below in the “ Proposals ” section under the heading “ Proposal 2 - Approval of the Renasant Corporation 2020 Long-Term Incentive Compensation Plan . ”

•	Column G - Non-Equity Incentive Plan Compensation - Amounts in this column represent cash bonuses earned under our PBRP based on the achievement of performance measures. Some of these amounts may have been voluntarily deferred under our 401(k) plan, Deferred Income Plan or DSU Plan.

•	Column H - Changes in Pension Value and Non-qualified Deferred Compensation Earnings - Amounts in

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Column I - All Other Compensation - Amounts in this column represent the value of other compensation we pay or provide to our named executives, such as car allowances, insurance premiums, membership dues, and dividends on restricted stock awards. The amount reflected in Column I for 2018 includes a payment we made to Mr. Morgan in consideration of the termination of his employment agreement and other compensatory arrangements with Brand.

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(1)	Represents shares subject to performance measures and a one-year performance cycle (more fully described in the CD&A above).

(2)	Represents shares subject to performance measures and a three-year performance cycle (more fully described in the CD&A above).

(3)	Represents shares subject to time-based vesting. Mr. McGraw’s award is subject to a one-year service vesting period; the remaining time-based awards are subject to a three-year service vesting period.

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•	Shareholder-Approved Plans : We have two shareholder-approved equity compensation plans: (1) the 2011 LTIP and (2) our 2001 Long-Term Incentive Plan, which expired on October 8, 2011. No further grants or other

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Non-Shareholder Approved Plans and Arrangements : The only equity compensation plan or arrangement currently in force that was not approved by our shareholders is our DSU Plan. Under this plan, deferred compensation is used to “purchase” units representing shares of our common stock at fair market value. An aggregate of 317,500 shares of Company common stock are reserved for issuance; as of December 31, 2019, units representing an aggregate of 268,958 shares of common stock were allocated to accounts, some of which has been distributed in the form of common stock.

(1)	Does not take into account units allocated under the DSU Plan.

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•	Mr. Waycaster’s annual total compensation (including health insurance premiums) was $2,348,617 .

•	The annual total compensation of our median employee (including health insurance premiums) was $61,302 ; our median employee works as a mortgage loan processor at one of our Mississippi locations.

•	The ratio of Mr. Waycaster’s annual total compensation to the annual total compensation of our median employee was 38.3 to 1 (this ratio as the “CEO pay ratio”).

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We first determined our employees as of December 31, 2018. Full-time, part-time, seasonal and temporary employees, and employees who joined us when we completed the Brand acquisition on September 1, 2018, were included, but independent contractors, leased employees and similar workers were not. On December 31, 2018, our total employee population was 2,432, and the number of independent contractors, leased employees and similar workers was not material.

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We then “ordered” our employees based on a consistently-applied, representative measure of compensation, which was the total cash compensation paid to each employee. We adjusted these amounts by annualizing the compensation for full-time and part-time individuals who were employed on December 31, 2018 but did not work the entire year, including former Brand employees who joined us when we completed the acquisition. No full-time equivalent adjustments were made for part-time individuals, and we did not annualize the compensation of any temporary or seasonal employees.

•	Termination by the Company for cause;

•	Retirement or other voluntary termination;

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•	Death or disability;

•	Termination by the Company without cause or a named executive’s constructive termination;

•	Termination in connection with a change in control; or

•	The expiration of an employment agreement.

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Each executive may not solicit our customers and depositors or our employees for two years following his separation for any reason, except that Mr. Morgan’s non-solicitation obligation will expire on May 15, 2021 if prior to that date he is involuntary terminated by us without cause, he separates from service on account of his constructive termination or his employment agreement expires. In addition, Mr. Morgan’s non-solicitation obligations lapse in the event of our change in control .

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Each executive is subject to a non-competition restriction that begins at the time of his separation. The duration of the restriction is two years for Mr. McGraw. The duration of the restriction for Messrs. Waycaster, Chapman and Cochran is two years for separation following a change in control and one year following other types of separation. For Mr. Morgan, his non-competition obligation expires on November 15, 2020, unless his separation is on account of his involuntary termination by us for cause, his separation other than on account of his constructive termination or the expiration of his employment agreement, in which case he will be subject to a one-year non-competition obligation. In addition, Mr. Morgan’s non-competition obligations lapse in the event of our change in control .

•	Each executive must protect our confidential information and trade secrets indefinitely.

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For eligible employees employed by the Company as of December 31, 2004, including their eligible dependents, we provide access to retiree medical benefits until age 65, and we pay a portion of the premium; only Mr. Waycaster is covered under the plan. If Mr. Waycaster had retired as of December 31, 2019, he would receive contributions towards retiree coverage in an approximate amount of $8,395, representing contributions for Mr. Waycaster and his spouse.

•	If a named executive were to retire during our fiscal year he would receive his annual cash bonus under the PBRP, to the extent that applicable performance measures are achieved, prorated to reflect service prior to retirement.

•	If a named executive were to retire during our fiscal year his performance-based restricted stock awards will be settled at the end of the applicable performance cycles, to the extent that applicable performance measures are achieved, prorated to reflect service before retirement.

•	Time-based restricted stock awards will be prorated based on actual service prior to retirement and vest.

•	For all of our officers, including our named executives, we provide life insurance protection in an amount equal to 250% of each officer’s base salary, subject to medical underwriting if the amount of the coverage exceeds $600,000.

•	Each of our named executives, other than Mr. McGraw, will receive a cash bonus under the PBRP, to the extent that performance measures are achieved during the applicable performance cycle in which his death or disability occurs, prorated to reflect the period of service. Mr. McGraw will receive the amount of his target bonus, prorated to reflect his period of service.

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For our named executives, other than Mr. McGraw, each executive’s performance-based restricted stock awards will vest at the end of the applicable performance cycle to the extent that the performance measures are achieved, prorated to reflect the period of service during the applicable cycle. For any performance-based restricted stock award made in the year of his death or disability, Mr. McGraw will receive his target award, prorated to reflect his period of service during the performance cycle. All other performance-based restricted stock awards will vest at the end of the applicable performance cycles based on actual performance, prorated to reflect Mr. McGraw’s service during the cycles.

•	Each executive’s time-based restricted stock award will be prorated for service rendered before his death or disability and vest.

•	Messrs. Waycaster and McGraw, who participate in our Deferred Income Plan, will receive a preretirement death benefit from the plan in the event either should die while employed by us.

•	A cash payment equal to his annualized base salary for the remainder of the current term of the agreement, but not less than 12 months;

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•	His target bonus prorated to reflect service during the performance cycle prior to his termination;

•	His performance-based restricted stock awards, which will be determined at the end of the performance cycle and prorated to reflect service prior to his termination;

•	His time-based restricted stock awards, which will be prorated to reflect service prior to his termination and vest; and

•	We will pay premiums for the continuation coverage available to him and his eligible dependents under Section 4980B of the Internal Revenue Code, commonly referred to as “COBRA,” up to a maximum period of 18 months.

•	He will receive a cash payment equal to two times his annualized base salary and the amount of his target bonus.

•	His performance-based restricted stock award with a one-year performance cycle and any other performance based award made in the year of his termination will vest at target; all other performance-based restricted stock awards will vest at the end of the applicable performance cycle based on actual performance, prorated to reflect his period of service during the cycle.

•	He will receive his time-based restricted stock award, which will be prorated to reflect his service prior to his termination.

•	We will pay COBRA continuation coverage premiums for the period of continuation coverage available to him and his eligible dependents.

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If before January 1, 2021 we provide notice of non-renewal to any of Messrs. Waycaster, Chapman or Cochran and his employment then ceases, he will receive the compensation and benefits due in the event of a constructive termination, as described above. If we provide notice of non-renewal after January 1, 2021 or if either of Messrs. Chapman, Waycaster or Cochran provides notice of non-renewal at any time, no additional amount is due under the agreement.

•	If Mr. McGraw’s employment agreement expires and his employment ceases, he will receive his target bonus for the year of expiration, and his restricted stock awards will be settled as if he had retired (as described above).

•	If Mr. Morgan’s employment agreement expires, he will receive the compensation and benefits due in the event of a constructive termination, as described above, except that he will not receive a cash payment equal to his annualized base salary and prorated target bonus.

•	For payouts under the PBRP, we have included the actual payout for 2019, regardless of the reason for the payout.

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For one-year time-based restricted stock awards, we have included the full value of the award, regardless of the reason for payout. For three-year time based restricted stock awards, we have included the value of a prorated award, except in the event of a change in control. In the event of a change in control, we have assumed that the double trigger was satisfied as of December 31, 2019, and we have included the full value of the three-year time based awards.

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For one-year performance-based restricted stock awards, we have included the actual payout determined at the end of the performance cycle, December 31, 2019, except that we have included the target payout in the event of a change in control. For three-year performance-based restricted stock awards, we have assumed a payout at target and prorated the award, except in the event of a change in control. In the event of a change in control, we have assumed that the double trigger was satisfied as of December 31, 2019; payouts are reported at target.

•	The value of our stock on December 31, 2019 was $35.42 per share.

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(1)	The amount reported above is subject to reduction in the event Mr. Waycaster ’ s aggregate payments would exceed the threshold determined under Section 280G.

(1)	The amount reported above is subject to reduction in the event Mr. Chapman ’ s aggregate payments would exceed the threshold determined under Section 280G.

(1)

Mr. McGraw would receive his one-year time-based restricted stock award, a payout of his target bonus, and his performance-based restricted stock award made in the year of his death or disability at target, prorated to reflect his period of service.  Other performance-based restricted stock awards would be settled at the end of the applicable performance cycle based on actual performance (target in the table above), prorated to reflect service during the cycle.

(2)

In the event of termination without cause or a constructive termination, Mr. McGraw would receive a cash payment equal to two times his base salary and his target bonus. He would also receive his time-based restricted award and his performance-based restricted stock award made in the year of his termination at target.  Other performance-based restricted stock awards would be settled at the end of the applicable performance cycle based on actual performance (target in the table above), prorated to reflect service during the cycle.

(3)	As of December 31, 2019, Mr. McGraw would receive a cash payment calculated as 2.99 times his base salary and average bonus, his time-based restricted stock award and his performance-based restricted stock awards at target; the amount reported above is subject to reduction in the event his aggregate payments would exceed the threshold determined under Section 280G.

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(1)	The amount reported above is subject to reduction in the event Mr. Morgan ’ s aggregate payments would exceed the threshold determined under Section 280G.

(1)	The amount reported above is subject to reduction in the event Mr. Cochran ’ s aggregate payments would exceed the threshold determined under Section 280G.

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(1)	Audit fees included fees and expenses associated with the audit of our annual financial statements, the reviews of the financial statements in our quarterly reports on Form 10-Q and regulatory and statutory filings.

(2)	Audit-related fees primarily included fees and expenses associated with the audits of the financial statements of certain employee benefit plans and other required procedures.

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•	Using the internet, at www.proxyvote.com. To vote via the internet, you will need the control number that is included on the Notice or proxy card that was mailed to you, as applicable.

•	Using a toll free telephone number, at 800-690-6903. You will need the control number that is included on the Notice or proxy card that was mailed to you, as applicable.

•	By completing and mailing your proxy card to the address included on the card, if you received a paper copy of the proxy statement and proxy card.

•	“FOR” the election of nominees Gary D. Butler, Marshall H. Dickerson, R. Rick Hart, Richard L. Heyer, Jr. and Michael D. Shmerling as Class 3 directors;

•	“FOR” the approval of the Renasant Corporation 2020 Long-Term Incentive Compensation Plan;

•	“FOR” the adoption of the non-binding advisory resolution approving the compensation of our named executive officers; and

•	“FOR” the ratification of the appointment of HORNE LLP as our independent registered public accountants for 2020.

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•	Provide written notice of revocation to our Secretary before the annual meeting;

•	Provide a proxy dated later than your previous proxy either by telephone or on the internet;

•	Deliver a signed proxy card dated later than your previous proxy; or

•	Appear in person and vote at the annual meeting, if you are the record owner of our stock or you obtain a broker representation letter from your bank, broker or other record holder of our common stock.

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•	Increases the number of shares of Renasant stock that are available for grant or award;

•	Extends the expiration date of our equity incentive plan from April 2021 to April 2030;

•	Adds restricted stock units, called “RSUs,” and stock appreciation rights, called “SARs,” to the types of equity compensation that may be granted or awarded;

•	Imposes limits and procedures on stock awards for our non-employee directors; and

•	Reflects recent changes in the federal income tax laws related to “performance-based” compensation under Section 162(m) of the Internal Revenue Code.

•	Aligns the interests of our employees and non-employee directors with the interests of our shareholders;

•	Advances the attainment of key goals and objectives, ultimately increasing shareholder value; and

•	Acts as a recruitment and retention device, ensuring that we can recruit and retain highly qualified employees.

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•	No Repricing - Stock options and SARs may not be repriced without prior shareholder approval;

•

No Discounts - Options and SARs must be granted with an exercise or base price that is not less than the fair market value of our common stock on the date of grant (“fair market value” means the closing sales price of a share of our common stock as reported on Nasdaq as of the date immediately preceding the date value is determined or, if no sales occurred on such date, as of the immediately preceding date on which there were sales);

•	No “Evergreen” Provisions - A specific number of shares of Renasant stock are available for issuance; this number of cannot be increased without the prior approval of our shareholders;

•	Clawback - In the event we are required to restate our financial results, the compensation committee may reduce, forfeit or recover incentives, whether or not vested; and

•	Holding Period - Subject to limited exceptions, our directors and executive officers are required to hold Renasant stock for two years following the date on which an option is exercised or the shares otherwise vest.

•	An aggregate of 69,720 shares of restricted stock having an aggregate award date fair value of $2,104,150 to other executive officers as a group, excluding our named executive officers, and excluding shares issued in connection with our 2019 hiring;

•	An aggregate of 16,563 shares of restricted stock having an aggregate award date fair value of $559,333 to non-employee directors of the Company and the Bank;

•	An aggregate of 195,906 shares of restricted stock having an aggregate award date fair value of $6,185,590 to employees other than our executive officers as a group, excluding shares issued in connection with our 2019 hiring; and

•	An aggregate of 48,848 shares of restricted stock having an aggregate award date fair value of $1,739,650 to newly-hired executives and other employees as a group.

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•	Designate the officers and employees who will receive grants and awards;

•	Make grants and awards and determine their specific terms and conditions, subject to the limits contained in the plan;

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•	Construe and interpret the terms of the plan and related forms and documents and resolve disputes arising under the plan;

•	Delegate to our officers and employees the power to take administrative and other ministerial actions with respect to the plan and incentives granted or awarded under the plan;

•	Amend the terms of an individual incentive once made, except that the committee cannot accelerate an incentive vesting period; and

•	Take any other actions or make any other determinations it deems necessary or appropriate to administer the plan.

•	Options covering not more than an aggregate of 600,000 shares of Renasant stock may be granted in the form of ISOs;

•	The maximum number of options or SARs that may be granted to a participant who is an employee cannot exceed 150,000 in any calendar year;

•	The maximum number of shares of restricted stock or RSUs that may be awarded or credited to a participant who is an employee cannot exceed 75,000 in any calendar year; and

•	Non-employee directors of the Company and the Bank cannot receive equity compensation with a fair market value in excess of two times the applicable annual cash retainer.

•	Earnings per share, whether or not calculated on a fully diluted basis;

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•	Earnings before interest, taxes or other adjustments;

•	Return on equity, return on investment, return on invested capital or return on assets;

•	Appreciation in the price of common stock, whether with or without consideration of reinvested dividends;

•	Efficiency ratio or other measures comparing all or certain expenses of the Company or the Bank to revenue;

•	Return on tangible equity or tangible assets;

•	Net profit margin or increase in income, whether net income, net interest income or otherwise;

•	Growth in income or revenue, whether net or gross, or growth in market share;

•	Credit quality, net charge-offs, the ratio of nonperforming assets to total assets or loan loss allowance as a percentage of nonperforming assets, growth in loans or deposits or change in capital ratios; and

•	Mergers, acquisitions, sales of assets of affiliates or business units; the development of business units or lines of business; or the implementation of other items included in the Company’s or the Bank’s strategic plan.

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(1)

The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 3) filed with the SEC on February 12, 2020 by The Vanguard Group, Inc. (“Vanguard”) reporting beneficial ownership as of December 31, 2019 . Of the 4,899,534 shares covered by the Schedule 13G, Vanguard has sole voting power with respect to 52,528 shares, shared voting power with respect to 8,068 shares, sole dispositive power with respect to 4,844,661 shares and shared dispositive power with respect to 54,873 shares. According to the Schedule 13G, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 46,805 shares as a result of it serving as investment manager of collective trust accounts, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 13,791 shares as a result of it serving as investment manager of Australian investment offerings.

(2)

The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 10) filed with the SEC on February 6, 2020 by BlackRock, Inc. (“BlackRock”) reporting beneficial ownership as of December 31, 2019 . Of the 4,024,285 shares covered by the Schedule 13G, BlackRock has sole voting power with respect to 3,892,933 shares and sole dispositive power with respect to all of the shares. No one person or entity's interest in our common stock is more than 5% of our total outstanding common shares.

(3)

The amount shown in the table and the following information are based on a Schedule 13G (Amendment No. 10) filed with the SEC on February 12, 2020 by Dimensional Fund Advisors LP (“Dimensional”) reporting beneficial ownership as of December 31, 2019 . Of the 3,826,605 shares covered by the Schedule 13G, Dimensional has sole voting power with respect to 3,731,454 shares and sole dispositive power with respect to all of the shares. Dimensional is a registered investment advisor that furnishes investment advice to four registered investment companies and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (these companies, trusts and accounts are referred to as the “Funds”). The Funds are the owners of the shares covered by the Schedule 13G; to the knowledge of Dimensional, no single Fund owns more than 5% of our common stock. Dimensional disclaims beneficial ownership of the shares of our common stock owned by the Funds

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(1)	For each non-employee director, direct ownership includes 1,325 shares representing an award of time-based restricted stock under the LTIP that will vest as of the 2020 annual meeting. Each director possesses voting and dividend rights with respect to his or her shares. Dr. Butler did not receive this award.

(2)	Consists of 9,098 shares held in two individual retirement accounts owned by Mr. Clark's spouse and 9,099 shares held in a family trust of which Mr. Clark serves as the trustee.

(3)	These shares are held by Mr. Dale's grandchildren.

(4)	Of the shares owned by Mr. Dickerson, 8,086 shares are pledged as collateral for a loan from the Bank.

(5)	These shares are held by Dr. Heyer’s spouse.

(6)

Of the shares listed as directly owned, 49,918 shares are pledged as collateral for a loan from the Bank. Other ownership consists of 1,303 shares held in an individual retirement account owned by Mr. Holland’s spouse, of which Mr. Holland is the beneficiary, 7,248 shares held by a family limited partnership, Holland Limited Partnership, 152,146 shares held by a family limited partnership, Holland Holdings, LP, 2,000 shares held in a living trust of which Mr. Holland serves as trustee, and 150 shares in a trust for his children.

(7)	These shares are held by Mr. Shmerling's children.

(8)	Mr. Waycaster is also a member of our board of directors. Direct ownership includes an aggregate of 16,185 shares allocated to Mr. Waycaster’s accounts under our 401(k) plan, over which he has voting power, 39,265 shares representing an award of time-based restricted stock under our LTIP and 46,030 shares representing target awards of performance-based restricted stock under our LTIP.

(9)	Direct ownership includes an aggregate of 5,779 shares allocated to Mr. Chapman’s account under our 401(k) plan, over which he has voting power, 28,300 shares representing an award of time-based restricted stock under our LTIP and 27,950 shares representing target awards of performance-based restricted stock under our LTIP.

(10)	Mr. McGraw is also the Chairman of our board of directors. His direct ownership includes 30,590 shares representing an award of time-based restricted stock under our LTIP and 40,770 shares representing target awards of performance-based restricted stock under our 2011 LTIP.

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(11)	Direct ownership includes an aggregate of 2,271 shares allocated to Mr. Cochran's account under our 401(k) plan, over which he has voting power, 20,350 shares representing an award of time-based restricted stock under our LTIP and 22,525 shares representing target awards of performance-based restricted stock under the LTIP. Other ownership includes 270 shares held by Mr. Cochran's children.

(12)

Of the 686,917 shares listed as directly owned, 610,800 shares are pledged as collateral for a loan. Direct ownership includes an aggregate of 20,242 shares allocated to Mr. Morgan’s account under our 401(k) plan, over which he has voting power, 12,350 shares representing an award of time-based restricted stock under our LTIP and 18,525 shares representing target awards of performance-based restricted stock under our LTIP.

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a.	Committed an intentional act of fraud, embezzlement or theft in the course of employment or otherwise engaged in any intentional misconduct which is materially injurious to the Company’s or an Affiliate’s financial condition or business reputation;

b.	Committed intentional damage to the property of the Company or an Affiliate or committed intentional wrongful disclosure of confidential information materially injurious to the Company’s or an Affiliate’s financial condition;

c.	Been indicted for the commission of a felony or a crime involving moral turpitude;

d.	Willfully and substantially refused to perform the essential duties of such Participant’s position, which has not been cured within 30 days following written notice by the Company;

e.	Intentionally, recklessly or negligently violated any applicable material provision of any code of ethics, code of conduct or equivalent code or policy of the Company or its Affiliates applicable to him or her; or

f.	Intentionally, recklessly or negligently violated any applicable material provision of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any of the rules adopted by the Securities and Exchange Commission (“ SEC ”) or other agency implementing or enforcing any such provision.

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a.

A “Change in Equity Ownership” means that a person or group acquires, directly or indirectly in accordance with Code Section 318, more than 50% of the aggregate fair market value or voting power of the capital stock of the Company, including for this purpose capital stock previously acquired by such person or group; provided, however , that a Change in Equity Ownership shall not be deemed to occur hereunder if, at the time of any such acquisition, such person or group owns more than 50% of the aggregate fair market value or voting power of the Company’s capital stock.

b.

A “Change in Effective Control” means that (i) a person or group acquires or has acquired during the immediately preceding 12-month period ending on the date of the most recent acquisition by such person or group, directly or indirectly in accordance with Code Section 318, ownership of the capital stock of the Company possessing 35% or more of the total voting power of the Company, or (ii) a majority of the members of the Board of Directors of the Company is replaced during any 12-month period, whether by appointment or election, without endorsement by a majority of the members of the Board prior to the date of such appointment or election.

c.	A “Change in the Ownership of Assets” means that any person or group acquires, or has acquired in a series of transactions during the immediately preceding 12-month period ending on the date of the most recent acquisition, all or substantially all of the assets of the Company.

d.

A “Change by Merger” means that the Company shall consummate a merger or consolidation or similar transaction with another corporation or entity, unless as a result of such transaction, more than 50% of the then outstanding voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by the former shareholders of the Company and the voting securities of the surviving or resulting corporation or entity are owned in substantially the same proportion as the common stock of the Company was beneficially owned before such transaction.

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a.	By the number of shares of Common Stock covered by Incentives that expire, are forfeited, lapse or are otherwise cancelled;

b.	By the number of shares of Common Stock tendered to or withheld by the Company in satisfaction of the Exercise Price of an Option or to satisfy a tax withholding obligation; and

c.	By the number of SARs or RSUs settled in cash.

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a.	The aggregate number of shares of Common Stock that may be covered by Options granted in the form of ISOs shall be 600,000, subject to adjustment as provided in Section 3.5 hereof;

b.	The maximum number of shares of Common Stock covered by Options or SARs granted to an Employee in any calendar year shall not exceed an aggregate of 150,000 shares, subject to adjustment as provided in Section 3.5 hereof; and

c.	The maximum number of shares of Common Stock that may be awarded to an Employee in any calendar year in the form of Restricted Stock or RSUs shall not exceed an aggregate of 75,000 shares, subject to adjustment as provided in Section 3.5 hereof.

a.	To the extent that a grant or award made hereunder is intended to be an exempt transaction under Rule 16b-3 promulgated under the Exchange Act, each acting member of the Committee shall be a “non-employee director” within the meaning of such rule; and

b.

To the extent that a grant or award hereunder is made to a “named executive officer” of the Company (as defined in, and determined pursuant to, Item 402 of Regulation S-K promulgated by the SEC), such grant or award shall be made solely by the members of the Committee who are deemed “independent directors” within the meaning of Section 5605(a)(2) of the NASDAQ Stock Market Rules (or any successor rule thereto).

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a.	If such Incentive is Restricted Stock or RSUs, such shares or units shall vest and be delivered or settled upon the earlier of: (i) the lapse of any Time-Based Vesting Period and/or Performance Cycle; or (ii) the date on which a Permitted Separation (as defined below) occurs.

b.

If such Incentive is Options or SARs, such Options or SARs shall vest and be exercisable upon the earlier of: (i) the date or dates determined under the applicable Incentive Agreement; or (ii) the date on which a Permitted Separation occurs. Options and SARs vested hereunder shall remain exercisable in accordance with their terms, provided that in no event shall the exercise period be less than six months (unless such Options or SARs would otherwise expire in accordance with their terms during such six-month period, in which event they shall expire in accordance with their terms).

c.	If any such Incentive is subject to Performance Objectives, such objectives shall be deemed satisfied at the target level; any additional shares or rights shall be deemed forfeited to and cancelled by the Company.

d.	Any Further Holding Period imposed under Section 6.6 hereof shall be deemed satisfied and lapsed.

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a.	The term “ Permitted Separation ” means that a Participant who is an Employee shall, during the 24-month period following the consummation of a Change in Control (the “ CIC Period ”), Separate From Service involuntarily, other than on account of Cause, or on account of Good Reason.

b.	The term “ Good Reason ” shall have the meaning ascribed to it (or to words of similar import) in any individual change in control, employment, severance or similar agreement between the Company and a Participant. If there is no such individual agreement, the term shall mean that during the CIC Period, such Participant shall Separate From Service on account of a Good Reason Event.

c.

The term “ Good Reason Event ” shall mean and refer to: (i) a material reduction of such Participant’s base salary in effect prior to the Change in Control; (ii) a material reduction of such Participant’s authority, duties or responsibilities in effect prior to the Change in Control (other than a change in title); (iii) the transfer of such Participant’s primary business location to a primary location that is more than 30 miles from such location prior to the Change in Control; or (iv) any attempt on the part of the surviving entity following the Change in Control to require the Participant to perform (or omit to perform) any act or to engage (or omit to engage) in any conduct that would constitute illegal action or inaction on the part of the Participant. No event or condition shall constitute a Good Reason Event hereunder unless: (i) such Participant gives the Company notice of his or her objection to such event or condition within 30 days following the date such event first occurs (or the date such Participant should have first known of such event, if later); (ii) such event or condition is not promptly corrected by the Company, but in no event later than 30 days after receipt of such notice; and (iii) the Participant resigns his or her employment not more than 60 days following the expiration of the 30-day period described in subsection (ii) hereof.

a.	Such period shall earlier lapse in the event of death or Disability or the consummation of a Change in Control; and

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b.	Such limitation shall be applicable only to those Participants who are subject to Section 16 of the Exchange Act at the time Net Shares are delivered or settled.

a.	The per share Exercise Price of any Option granted hereunder shall be not less than the Fair Market Value of a share of Common Stock on the Grant Date;

b.	The number of shares of Common Stock covered by an Option shall be designated by the Committee on the Grant Date;

c.	The term of each Option shall be determined by the Committee, but shall not be longer than ten years, measured from the Grant Date;

d.	The exercise of an Option may be subject to a Time-Based Vesting Period, the attainment of Performance Objectives during a Performance Cycle and/or such other conditions as the Committee deems appropriate; and

e.	Options may be subject to such additional terms and conditions imposed by the Committee, not inconsistent with the terms of the Plan.

a.	No ISO shall be granted to a Participant unless such Participant is an Employee;

b.	No ISO shall be granted to a Participant if the aggregate Fair Market Value of Common Stock with respect to which such ISO is first exercisable during any calendar year, whether under this Plan or any other plan of the Company and its Affiliates, exceeds $100,000;

c.

No ISO shall be granted to any Participant who owns, directly or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company, as determined in accordance with Code Section 424, unless the Exercise Price is not less than 110% of Fair Market Value, determined on the Grant Date and the expiration date of such Option is five years measured from the Grant Date; and

d.	An ISO granted hereunder shall be subject to such additional terms and conditions as the Committee deems necessary or advisable, consistent with the provisions of Code Section 422.

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a.	The one-year period following the date of the Employee’s death or Disability, but by the Employee’s estate or heirs or other representatives;

b.	The three-year period following Retirement; or

c.	The 30-day period following a Separation From Service for any other reason, except Cause.

a.	Each SAR shall relate to the number of shares of Common Stock designated by the Committee as of the Grant Date;

b.	The Base Price of each SAR shall not be less than the Fair Market Value of a share of Common Stock determined as of the Grant Date;

c.	The term of each SAR shall be determined by the Committee, but shall not be longer than ten years, measured from the Grant Date;

d.	The exercise of a SAR may be subject to a Time-Based Vesting Period, the attainment of Performance Objectives during a Performance Cycle and/or such other conditions as the Committee deems appropriate; and

e.	SARs may be subject to such additional terms and conditions imposed by the Committee, not inconsistent with the terms of the Plan.

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a.	The number of shares of Restricted Stock shall be fixed by the Committee as of the Award Date;

b.	The Committee shall fix the consideration to be paid for such stock, if any, as of the Award Date; and

c.	The Committee may, as of the Award Date, impose a Time-Based Vesting Period and/or Performance Objectives and such additional terms, conditions and restrictions as the Committee, in its discretion, deems necessary or appropriate.

a.	If dividends are payable in the form of Common Stock, such shares shall be delivered to the Participant currently, but subject to the restrictions and limitations otherwise applicable to the underlying Restricted Stock; or

b.	If dividends are payable in the form of cash, such dividends: (i) shall be paid to the Participant currently if the Time-Based Vesting Period or Performance Cycle is not more than one year or if the Incentive Agreement specifically provides for the current payment of dividends; or (ii) shall be cumulated in the form of Dividend Equivalents if such period or cycle is more than one year.

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a.

If Restricted Stock is subject only to Time-Based Vesting and such separation is on account of Retirement, death, Disability or involuntary termination, other than on account of Cause, a prorated number of shares and, if applicable, Dividend Equivalents shall be delivered as of the Participant’s Separation Date free of restriction (proration based upon the Participant’s period of service during the applicable Time-Based Vesting Period). Any remaining shares and equivalents shall be deemed cancelled by and forfeited to the Company.

b.	If Restricted Stock is subject only to Time-Based Vesting and such separation is not for a reason specified in subsection a hereof, all shares of Restricted Stock and, if applicable, Dividend Equivalents shall be deemed cancelled by and forfeited to the Company without consideration as of such Participant’s Separation Date.

c.	If Restricted Stock is subject to Performance Objectives, the provisions of Section 11.4 shall apply.

10.	RESTRICTED STOCK UNITS:

a.	The number of units shall be fixed by the Committee at the time of award;

b.	The Committee shall, at the time of award, fix a Time-Based Vesting Period and/or a Performance Cycle during which RSUs shall be and remain credited to each Participant’s bookkeeping account; and

c.	The Committee may impose such additional terms, conditions and restrictions as it determines necessary and appropriate.

a.	Dividend Equivalents shall be credited to the bookkeeping account, as and when cash dividends on Common Stock are declared and paid by the Company; and

b.	If dividends on Common Stock are paid in the form of stock, additional RSUs shall be credited to the bookkeeping account of each Participant, based upon the number of units credited to such account as of the applicable dividend payment date.

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a.	The Company’s earnings per share, whether or not calculated on a fully diluted basis;

b.	The Company’s earnings before interest, taxes, or other adjustments;

c.	the Company’s return on equity, return on investment, return on invested capital, or return on assets;

d.	Appreciation in the price of Common Stock, whether with or without consideration of reinvested dividends, including total shareholder return;

e.	Efficiency ratio or other measures comparing all or certain expenses of the Bank or the Company, as the case may be, to revenue;

f.	As to the Company, return on tangible equity or tangible assets;

g.	As the Company or the Bank, net profit margin or increase in income, whether net income, net interest income, or otherwise;

h.	As to the Company, an Affiliate, or any region, unit, division, or profit center of the Company or an Affiliate, growth in income or revenue, whether net or gross, or growth in market share;

i.	As to the Bank or any region, unit, division, or profit center thereof, credit quality, net charge-offs, the ratio of nonperforming assets to total assets or loan loss allowance as a percentage of nonperforming assets, or growth in loans or deposits or change in capital ratios;

j.	Mergers, acquisitions, sales of assets of Affiliates or business units or the development of business units or lines of business or the implementation of other items included in the Company’s or the Bank’s strategic objectives; and

k.	Any other objective or subjective measure or metric designated by the Committee.

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a.	If such separation is on account of Retirement, death, Disability or involuntary termination, other than on account of Cause, Performance Objectives shall be deemed satisfied as to the number of Incentives determined at the end of the Performance Cycle, prorated to reflect Participant’s period of service during such cycle.

b.	If such separation is for a reason not otherwise specified in subsection a hereto, Incentives then subject to Performance Objectives shall be deemed cancelled by and forfeited to the Company, without compensation, as of such Participant’s Separation Date.

a.	The number of shares of Restricted Stock awarded hereunder shall equal the quotient of (i) such amount as may be fixed annually by the Board, subject to the limits of the Plan, divided by (ii) the per share Fair Market Value of Common Stock as of January 1 of the calendar year in which the Director Equity Award Date (as defined below) occurs.

b.

Awards hereunder shall be made annually, as of the annual meeting of the Company’s shareholders; provided that if a Company Director commences service after such meeting, the director shall receive an award of Restricted Stock as of the date on which service commences, but the number of shares shall be prorated to reflect the number of days remaining in the applicable Restriction Period (as defined below) (the date of either such award, the “ Director Equity Award Date ”).

c.

Restricted Stock awarded hereunder shall not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of, whether voluntarily or involuntarily, during the one-year period beginning on the Director Equity Award Date and ending on the one-year anniversary of such date or if earlier, the next annual meeting of the Company’s shareholders that is at least 50 weeks after the immediately preceding annual meeting; provided that a prorated award made in accordance with subsection b shall be subject to such restrictions for 12 months (either such period, the “ Restriction Period ”).

d.

At the end of a Restriction Period, Restricted Stock awarded to a Company Director in respect of such period shall be delivered free of the restrictions imposed under subsection c hereof (but not those imposed under Section 6.6 hereof), provided that such director is then a member of the Board. If a Company Director dies, becomes Disabled or retires from the Board (as determined in accordance with the Board’s customary governance documents) during a Restriction Period, at the end of such period Restricted Stock shall be delivered to such director free of restriction, but the number of shares so delivered shall be prorated to reflect the number of days served during such period. In all other events, if a Company Director has ceased to serve as of the last day of the Restriction Period, Restricted Stock awarded hereunder shall be cancelled by and forfeited to the Company.

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a.	The amount of such cash retainer to be received in the form of Common Stock; divided by

b.	The Fair Market Value of Common Stock, determined as of the date on which such retainer would otherwise be paid or payable.

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