Document

0000745981-17-000055.txt : 20170531 0000745981-17-000055.hdr.sgml : 20170531 20170531160519 ACCESSION NUMBER: 0000745981-17-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20170524 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170531 DATE AS OF CHANGE: 20170531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDSOUTH BANCORP INC CENTRAL INDEX KEY: 0000745981 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 721020809 STATE OF INCORPORATION: LA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11826 FILM NUMBER: 17881054 BUSINESS ADDRESS: STREET 1: 102 VERSAILLES BLVD STREET 2: VERSAILLES CENTRE CITY: LAFAYETTE STATE: LA ZIP: 70501 BUSINESS PHONE: 3182378343 MAIL ADDRESS: STREET 1: 102 VERSAILLES BLVD CITY: LAFAYETTE STATE: LA ZIP: 70501 8-K 1 midsouth-form8xkxappointin.htm MIDSOUTH BANCORP FORM 8-K Document



UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)			May 24, 2017
MidSouth Bancorp, Inc.

(Exact name of registrant as specified in its charter)
Louisiana		1-11826		72-1020809
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
102 Versailles Boulevard, Lafayette, Louisiana				70501
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code 337-237-8343

(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rile 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ¨

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On May 24, 2017, the Board of Directors of MidSouth Bancorp, Inc. (the “Company”) designated the following individuals as executive officers of the Company to serve in the capacities noted below:

James R. McLemore, age 57, was appointed as the President and Chief Executive Officer of the Company and MidSouth Bank, N.A., the Company’s wholly-owned banking subsidiary (the “Bank”). Mr. McLemore previously had been serving as the Company’s Interim President and Chief Executive Officer since April 2017 and Chief Financial Officer since July 2009. Prior to joining the Company, Mr. McLemore served as Executive Vice President and Chief Financial Officer of Security Bank Corporation from 2002 until July 2009. In July 2009, subsequent to Mr. McLemore’s departure, the six subsidiary banks of Security Bank Corporation were closed and the FDIC was appointed receiver of the banks. Security Bank Corporation subsequently filed for bankruptcy in August of 2009.

Kade G. Peterson, age 52, was appointed Senior Executive Vice President, Chief Information Officer and Chief Operating Officer of the Company and the Bank. Mr. Peterson previously had been serving as Chief Information Officer of the Bank since April 2017. Prior to joining the Company, Mr. Peterson served as Executive Vice President – Chief Operating Officer of USAmeriBank in Tampa, Florida (now Umpqua Bank) for three years and Executive Vice President – Operations and Technology Executive for Sterling Bank in Spokane, Washington for four years prior joining USAmeriBank. Prior to Sterling Bank, Mr. Peterson also served in various capacities for Zions Bancorporation. In connection with his appointment, Mr. Peterson entered into a Change in Control Agreement with the Company that provides, among other things, that if Mr. Peterson’s employment is terminated by the Company without cause or by Mr. Peterson with good reason, in each case, within 2 years following a change in control of the Company, then Mr. Peterson will be entitled to receive an amount equal to his annual salary, payable in 12 monthly installments. The agreement also contains non-solicitation and non-competition restrictive covenants for the 12 month period in which Mr. Peterson is receiving payment pursuant to the agreement.

Jeff Blum, age 48, was appointed as Senior Executive Vice President and Chief Lending Officer of the Company and the Bank. Mr. Blum previously had been serving as Senior Executive Vice President and Chief Credit Officer of the Company and the Bank since August 2014. Prior to joining the Company, Mr. Blum worked for Whitney Bank since 1993, having most recently served as Morgan City area president. On May 24, 2017, Mr. Blum received an award under the Company’s 2007 Omnibus Incentive Compensation Plan of 10,000 shares or restricted stock that become 60% vested on the third annual anniversary of the grant date, 80% vested on the fourth annual anniversary of the grant date, and 100% vested on the fifth annual anniversary of the grant date, provided that Mr. Blum remains employed with the Company.

Erin DeWitt, age 38, was appointed as Senior Executive Vice President and Chief Risk Officer of the Company and the Bank. Ms. DeWitt previously had been serving as Chief Risk Officer of the Bank since April 2017. Prior to joining the Company, Ms. DeWitt served as Chief Risk Officer for Scottrade Financial Services for two years. Ms. DeWitt served in various risk related roles at Capital One over seven years prior to joining Scottrade. Ms. DeWitt was also an examiner with the Federal Reserve System from 2000-2004. In connection with her appointment, Ms. DeWitt entered into a Change in Control Agreement with the Company that provides, among other things, that if Ms. DeWitt’s employment is terminated by the Company without cause or by Ms. DeWitt with good reason, in each case, within 2 years following a change in control of the Company, then Ms. DeWitt will be entitled to receive an amount equal to her annual salary, payable in 12 monthly installments. The agreement also contains non-solicitation and non-competition restrictive covenants for the 12 month period in which Ms. DeWitt is receiving payment pursuant to the agreement.

Lorraine D. Miller, age 53, was appointed as Executive Vice President and Chief Financial Officer of the Company and the Bank. Ms. Miller previously had been serving as the Senior Vice President, Director of Mergers and Acquisitions of the Company and the Bank since February 2010, and the Treasurer of the Company and the Bank since January 2013. Prior to joining the Company, Ms. Miller served as Senior Vice President in Finance and Investor Relations roles with Security Bank Corporation and WestPoint

Home and as a Senior Equity Research Analyst at SunTrust Equitable Securities and The Robinson-Humphrey Company, Inc. over a span of 23 years. In connection with her appointment, Ms. Miller entered into a Change in Control Agreement with the Company that provides, among other things, that if Ms. Miller’s employment is terminated by the Company without cause or by Ms. Miller with good reason, in each case, within 2 years following a change in control of the Company, then Ms. Miller will be entitled to receive an amount equal to her annual salary, payable in 12 monthly installments. The agreement also contains non-solicitation and non-competition restrictive covenants for the 12 month period in which Ms. Miller is receiving payment pursuant to the agreement.

Clay Abington, age 50, was appointed as Executive Vice President, Corporate Efficiency and oversees human resources. Mr. Abington previously had been serving as Senior Vice President, Business Process Manager since December 2012. Prior to joining the Company, Mr. Abington served in various capacities for PSB Financial, Inc., including Senior Vice President and Chief Risk Officer. Mr Abington is the son of Mr. Leonard Q. “Pete” Abington, a member of the Company’s board of directors.

The above summary of the terms of the Change in Control Agreements with Mr. Peterson, Ms. DeWitt and Ms. Miller are qualified in their entirety by reference to the agreements that are attached to this Current Report as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

10.1 Change in Control Agreement between MidSouth Bancorp, Inc. and Kade G. Peterson.

10.2 Change in Control Agreement between MidSouth Bancorp, Inc. and Erin DeWitt.

10.3 Change in Control Agreement between MidSouth Bancorp, Inc. and Lorraine D. Miller.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		MIDSOUTH BANCORP, INC.
		Registrant
By:	/s/ James R. McLemore
	James R. McLemore
	President and Chief Executive Officer

Date:	May 31, 2017

EX-10.1 2 exhibit101midsouth-changeo.htm EXHIBIT 10.1 Exhibit

STATE OF LOUISIANA

PARISH OF LAFAYETTE

CHANGE IN CONTROL AGREEMENT

AGREEMENT MADE as of the 30th day of May, 2017 by and between MIDSOUTH BANCORP, INC., a Louisiana corporation, domiciled in Lafayette, Lafayette Parish, Louisiana, represented herein by its agent, Jake Delhomme (hereinafter sometimes referred to as “MIDSOUTH”), on behalf of MIDSOUTH and its subsidiaries, and KADE G. PETERSON, of full age of majority, (hereinafter sometimes referred to as “EXECUTIVE”), by these presents do agree and contract that:

This Agreement is effective as of the date set forth above and shall continue until the earlier of (i) the payment of all amounts owed hereunder or (ii) the termination of EXECUTIVE’s employment under circumstances under which the EXECUTIVE is not entitled to receive any amounts hereunder.

If, during the term of this Agreement, MIDSOUTH terminates the EXECUTIVE’s employment without Cause or the EXECUTIVE terminates the EXECUTIVE’s employment for Good Reason, in either case upon or within two years after a Change in Control (“Separation Upon Change in Control”), subject to Sections 7 and 8 below, the EXECUTIVE shall be entitled to receive payment of the EXECUTIVE'S Annual Base Salary as in effect immediately preceding the date of the EXECUTIVE’s termination of employment (or, if greater, the EXECUTIVE’s Annual Base Salary as in effect immediately preceding any action by MIDSOUTH described in Section 2(iii)(C) below for which the EXECUTIVE has terminated the EXECUTIVE’s employment for Good Reason) for 12 months, such period to commence immediately following termination of the EXECUTIVE’s employment and such payment to be payable in accordance with the established payable practices of MIDSOUTH (but no less frequently than monthly) beginning on the first payroll date immediately following termination of the EXECUTIVE’s employment. Notwithstanding the foregoing, MIDSOUTH and the EXECUTIVE can agree for the payment to be paid in a single lump-sum payment as soon as administratively practicable (and no later than 30 days) after termination of the EXECUTIVE’s employment, if and only if payment in a single lump sum would not violate Section 409A of the Code. For purposes of this section the term "Change in Control" shall mean a change in the ownership of MIDSOUTH or in a substantial portion of the assets of MIDSOUTH (but not solely the effective control of MIDSOUTH) within the meanings set forth in Section 409A of the Internal Revenue Code and the regulations promulgated thereunder.

For purposes of this Agreement,

31443493v3

(i) “Annual Base Salary” shall mean the aggregate annual base salary the Executive is entitled to receive from MIDSOUTH and its subsidiaries;

(ii) “Cause” shall mean, as determined by the Board of Directors of MIDSOUTH in good faith, any of the following: (A) the EXECUTIVE’s willful misconduct or gross negligence in connection with the performance of the EXECUTIVE’s duties which the Board of Directors of MIDSOUTH believes does or is likely to result in material harm to MIDSOUTH or any of its subsidiaries; (B) the EXECUTIVE’s misappropriation or embezzlement of funds or property of MIDSOUTH or any of its subsidiaries; (C) the EXECUTIVE’s fraud or dishonesty with respect to MIDSOUTH or any of its subsidiaries; (D) the EXECUTIVE’s conviction of or entering of a guilty plea or plea of no contest with respect to any felony or any other crime involving moral turpitude or dishonesty; or (E) the EXECUTIVE’s breach of fiduciary duties owed to MIDSOUTH or any of its subsidiaries; provided, however, the EXECUTIVE shall not be deemed to have been terminated for Cause hereunder unless and until there has been delivered to the EXECUTIVE a letter from the Board of Directors of MIDSOUTH finding that the EXECUTIVE has engaged in the conduct set forth in any of the preceding clauses and specifying the particulars thereof in detail and a copy of a resolution duly adopted by the affirmative vote of the majority of the members of the Board of Directors of MIDSOUTH who are not officers of MIDSOUTH at a meeting of the Board of Directors called and held for such purpose or such other appropriate written consent (after reasonable notice to the EXECUTIVE and an opportunity for the EXECUTIVE, together with the EXECUTIVE’s counsel, to be heard before the Board of Directors of MIDSOUTH), finding that the EXECUTIVE has engaged in such conduct and specifying the particulars thereof in detail; and

(iii) “Good Reason” shall mean, without the EXECUTIVE’s consent, any of the following: (A) any action taken by MIDSOUTH or its subsidiaries which results in a material reduction in the EXECUTIVE’s authority, duties or responsibilities, (B) the assignment to the EXECUTIVE of duties that are materially inconsistent with EXECUTIVE’s authority, duties or responsibilities; (C) any material decrease in the EXECUTIVE’s Annual Base Salary or annual bonus opportunity or the benefits generally available to the class of employees that includes the EXECUTIVE (whether payable or provided by MIDSOUTH or any of its subsidiaries), (D) the relocation of the EXECUTIVE to any principal place of employment other than EXECUTIVE’s current place of employment as of the date hereof that would require an additional commute of 50 or more miles or (E) the failure by MIDSOUTH or any of its subsidiaries to pay to the EXECUTIVE any portion of the EXECUTIVE’s Annual Base Salary, annual bonus or other benefits within 10 days after the date the same is due; provided, however, that the EXECUTIVE must give MIDSOUTH notice of any event or condition that would constitute “Good Reason” within 30 days of the event or condition which would constitute “Good Reason,” and upon the receipt of such notice MIDSOUTH and its subsidiaries shall have 30 days to remedy such event or condition, and if such event or condition is not remedied within such 30-day period, any termination of employment by the EXECUTIVE for “Good Reason” must occur within 30 days after the period for remedying such condition or event has expired.

31443493v3

(a)

EXECUTIVE agrees that during his employment with MIDSOUTH and for a period of twelve months following a Separation Upon Change in Control, without the prior written consent of MIDSOUTH, EXECUTIVE shall refrain, directly or indirectly, and whether as a principal, agent, executive or otherwise, alone or in association with any other person or entity, from carrying on or engaging in a business similar to that of MIDSOUTH and/or from soliciting customers of MIDSOUTH within the Designated Area, so long as MIDSOUTH carries on a like business therein. For the purposes of this Agreement, if EXECUTIVE becomes employed by a competing business, regardless of whether or not EXECUTIVE is an owner or equity interest holder of that competing business, then EXECUTIVE shall be deemed to be carrying on or engaging in a business similar to that of MIDSOUTH.


(b)	Definition of Designated Area. The term "Designated Area" shall mean the following Louisiana parishes: Lafayette, East Baton Rouge, Terrebonne, and Calcasieu.


(c)	Definition of Business of MIDSOUTH. For the purposes of this Agreement, the "business" of MIDSOUTH shall be defined as: Banking as carried on by MIDSOUTH and its subsidiaries.

(d)

In the event that EXECUTIVE breaches the terms of this noncompetition and nonsolicitation agreement, as set forth in this paragraph, in addition to any other injunctive or monetary relief available to MIDSOUTH as a result of said breach, as specified in section (e) below, MIDSOUTH’S obligation to continue paying any installment payments still owed in accordance with this Agreement shall immediately cease and the EXECUTIVE shall be required to repay to MIDSOUTH the gross amount (before tax withholdings) of any payments previously made under this Agreement.

(e)

In the event of a breach, or a threatened breach, of any aspect of this noncompetition and nonsolicitation covenant contained in this paragraph 3, MIDSOUTH shall, in addition to all other remedies, be entitled to: (i) a temporary, preliminary, and/or permanent injunction against such breach without the necessity of showing any actual damages or any irreparable injury, (ii) a decree for the specific performance of this covenant, and/or (iii) damages, attorney’s fees and costs.

This Agreement shall supersede the terms of any prior employment agreement or understanding between EXECUTIVE and MIDSOUTH relating solely to severance in connection with the termination of the EXECUTIVE’s employment on or within two years after a Change in Control, including, but not limited to, MIDSOUTH’s Severance Plan in which EXECUTIVE shall not be entitled to participate during such time. This Agreement shall not supersede any of EXECUTIVE’s eligibility for health and welfare benefits including Cobra, nor supersede any short-term and long-term incentive compensation agreements entered by MIDSOUTH and Executive.

31443493v3

No amendment or modification of the terms of this Agreement shall be binding or effective unless expressed in writing and signed by each party.

This Agreement shall be construed in accordance with and governed by the laws of the State of Louisiana.

It is understood and agreed that should any portion of any clause or paragraph of this Agreement be deemed too broad to permit enforcement to its fullest extent, or should any portion of any clause or paragraph of this Agreement be deemed to be unreasonable or unlawful, then said clause shall be reformed and enforced to the maximum extent permitted by law. In the event that such portion of any clause or paragraph be deemed incapable of reform, the offending language shall be severed, and the remaining terms and provisions of this Agreement shall remain unaffected, valid, and enforceable for all purposes.

If any of the provisions contained in Paragraph 3 of this Agreement are found by a court of competent jurisdiction to exceed the maximum enforceable (i) periods of time, (ii) geographic areas of restriction, (iii) scope of noncompetition or nonsolicitation, and/or (iv) description of MIDSOUTH’S business, or for any other reason, then such unenforceable element(s) of this Agreement shall be reformed by such court and reduced to the maximum periods of time, geographic areas of restriction, scope of noncompetition or nonsolicitation and/or description of MIDSOUTH’s business that is permitted by law.

It is intended that any payment or benefit which EXECUTIVE is to be paid or provided in connection with the Agreement which is considered to be non-qualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, an amended (the “Code”), shall be paid and provided in a manner, and at such time, as complies with, or is exempt from, the applicable requirements of Section 409A of the Code. In connection with effecting such compliance with, or exemption from, Section 409A of the Code, the following shall apply:


(a)	Neither EXECUTIVE nor MIDSOUTH shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with, or exempt from, Section 409A of the Code.

(b)

If EXECUTIVE is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payment or provision of benefits in connection with EXECUTIVE’s separation from service (as determined for purposes of Section 409A of the Code) shall not be made until six months after EXECUTIVE’s separation from service or, if earlier, EXECUTIVE’s death (the “409A Deferral Period”) as and only

31443493v3

to the extent required by Section 409A of the Code. In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.

(c)

For purposes of determining time of (but not entitlement to) the payment or provision of deferred compensation under this Agreement that is subject to Section 409A of the Code in connection with the termination of EXECUTIVE’s employment, termination of employment will be construed to mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that EXECUTIVE will not perform any further services after that date or that the level of bona fide services that EXECUTIVE will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services EXECUTIVE performed over the immediately preceding thirty-six (36) month period.

(d)

A “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code shall be determined on the basis of the applicable twelve-month period ending on the specified employee identification date designated by MIDSOUTH consistently for purposes of this Agreement and similar agreements or, if no such designation is made, based on the default rules and regulations under Section 409A(a)(2)(B)(i) of the Code.


(e)	If any amount payable under this Agreement qualifies as exempt separation but exceeds two times the limit set forth in Section 401(a)(17) of the Code, the portion of the payment that shall be deemed to constitute exempt separation pay shall be the amounts paid earliest in time.

Notwithstanding any other provision of this Agreement, the EXECUTIVE’s right to receive any payments under Section 2 of this Agreement in the event of a Separation Upon a Change in Control, is contingent upon and subject to: (i) any restrictions imposed upon MIDSOUTH or its subsidiaries by law or any regulatory bodies with authority over MIDSOUTH or its subsidiaries and (ii) the EXECUTIVE signing and delivering to MIDSOUTH a complete general release of all claims in a form acceptable to MIDSOUTH, and allowing the applicable revocation period required by law to expire without revoking or causing revocation of same, within the 60 days following the date of the Separation Upon a Change in Control. Any payments to be made under Section 2 of this Agreement prior to the date the Release becomes effective and irrevocable shall be accumulated and paid in a lump sum on the first payroll date occurring after the Release becomes effective and irrevocable, except that, if the 60 days for the EXECUTIVE to deliver the signed Release to MIDSOUTH and the revocation period thereunder to expire without the EXECUTIVE having

31443493v3

elected to revoke the Release, spans more than one calendar year, none of the payments under Section 2 of this Agreement can commence until the subsequent calendar year.

This Agreement shall not be deemed to constitute an employment contract between MIDSOUTH and EXECUTIVE, and nothing herein shall be deemed to give EXECUTIVE the right to continue in the employ of MIDSOUTH or its subsidiaries or interfere with the right of MIDSOUTH or its subsidiaries to discharge EXECUTIVE at any time.

10.

This Agreement may be modified or amended only in writing signed by the EXECUTIVE and a duly authorized agent of MIDSOUTH’S Board of Directors in his official capacity representing the Board.

[Signature Page Follows]

31443493v3

Dated and Executed this 30^th day of May 2017.

EXECUTIVE:

/s/ Kade G. Peterson

KADE G. PETERSON

MIDSOUTH BANCORP, INC.

BY: /s/ Jake Delhomme

JAKE DELHOMME

[Signature Page to Change of Control Agreement]

31443493v3

EX-10.2 3 exhibit102midsouth-changeo.htm EXHIBIT 10.2 Exhibit

STATE OF LOUISIANA

PARISH OF LAFAYETTE

CHANGE IN CONTROL AGREEMENT

AGREEMENT MADE as of the 30th day of May, 2017 by and between MIDSOUTH BANCORP, INC., a Louisiana corporation, domiciled in Lafayette, Lafayette Parish, Louisiana, represented herein by its agent, Jake Delhomme (hereinafter sometimes referred to as “MIDSOUTH”), on behalf of MIDSOUTH and its subsidiaries, and ERIN DEWITT, of full age of majority, (hereinafter sometimes referred to as “EXECUTIVE”), by these presents do agree and contract that:

For purposes of this Agreement,

31445400v1

(i) “Annual Base Salary” shall mean the aggregate annual base salary the Executive is entitled to receive from MIDSOUTH and its subsidiaries;

31445400v1

(a)


(b)	Definition of Designated Area. The term "Designated Area" shall mean the following Louisiana parishes: Lafayette, East Baton Rouge, Terrebonne, and Calcasieu.


(c)	Definition of Business of MIDSOUTH. For the purposes of this Agreement, the "business" of MIDSOUTH shall be defined as: Banking as carried on by MIDSOUTH and its subsidiaries.

(d)

(e)

31445400v1

No amendment or modification of the terms of this Agreement shall be binding or effective unless expressed in writing and signed by each party.

This Agreement shall be construed in accordance with and governed by the laws of the State of Louisiana.


(a)	Neither EXECUTIVE nor MIDSOUTH shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with, or exempt from, Section 409A of the Code.

(b)

31445400v1

(c)

(d)


(e)	If any amount payable under this Agreement qualifies as exempt separation but exceeds two times the limit set forth in Section 401(a)(17) of the Code, the portion of the payment that shall be deemed to constitute exempt separation pay shall be the amounts paid earliest in time.

31445400v1

elected to revoke the Release, spans more than one calendar year, none of the payments under Section 2 of this Agreement can commence until the subsequent calendar year.

10.

This Agreement may be modified or amended only in writing signed by the EXECUTIVE and a duly authorized agent of MIDSOUTH’S Board of Directors in his official capacity representing the Board.

[Signature Page Follows]

31445400v1

Dated and Executed this 30^th day of May 2017.

EXECUTIVE:

/s/ Erin DeWitt

ERIN DEWITT

MIDSOUTH BANCORP, INC.

BY:/s/ Jake Delhomme

JAKE DELHOMME

31445400v1

[Signature Page to Change of Control Agreement]

31445400v1

EX-10.3 4 exhibit103midsouth-changeo.htm EXHIBIT 10.3 Exhibit

STATE OF LOUISIANA

PARISH OF LAFAYETTE

CHANGE IN CONTROL AGREEMENT

AGREEMENT MADE as of the 30th day of May, 2017 by and between MIDSOUTH BANCORP, INC., a Louisiana corporation, domiciled in Lafayette, Lafayette Parish, Louisiana, represented herein by its agent, Jake Delhomme (hereinafter sometimes referred to as “MIDSOUTH”), on behalf of MIDSOUTH and its subsidiaries, and LORRAINE MILLER, of full age of majority, (hereinafter sometimes referred to as “EXECUTIVE”), by these presents do agree and contract that:

For purposes of this Agreement,

31445432v1

(i) “Annual Base Salary” shall mean the aggregate annual base salary the Executive is entitled to receive from MIDSOUTH and its subsidiaries;

31445432v1

(a)


(b)	Definition of Designated Area. The term "Designated Area" shall mean the following Louisiana parishes: Lafayette, East Baton Rouge, Terrebonne, and Calcasieu.


(c)	Definition of Business of MIDSOUTH. For the purposes of this Agreement, the "business" of MIDSOUTH shall be defined as: Banking as carried on by MIDSOUTH and its subsidiaries.

(d)

(e)

This Agreement shall supersede the terms of any prior employment agreement or understanding between EXECUTIVE and MIDSOUTH relating solely to severance in connection with the termination of the EXECUTIVE’s employment on or within two years after a Change in Control, including, but not limited to, MIDSOUTH’s Severance Plan in which EXECUTIVE shall not be entitled to participate during such time and that certain Employment Agreement, dated April 15, 2015, among EXECUTIVE, MIDSOUTH and MidSouth Bank, N.A.. This Agreement shall not supersede any of EXECUTIVE’s eligibility for health and welfare benefits including Cobra,

31445432v1

nor supersede any short-term and long-term incentive compensation agreements entered by MIDSOUTH and Executive. No amendment or modification of the terms of this Agreement shall be binding or effective unless expressed in writing and signed by each party.

This Agreement shall be construed in accordance with and governed by the laws of the State of Louisiana.


(a)	Neither EXECUTIVE nor MIDSOUTH shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with, or exempt from, Section 409A of the Code.


(b)	If EXECUTIVE is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payment or provision of benefits in connection with EXECUTIVE’s separation from service (as determined for purposes of Section 409A of the Code) shall not be made until six months after EXECUTIVE’s separation from

31445432v1

service or, if earlier, EXECUTIVE’s death (the “409A Deferral Period”) as and only to the extent required by Section 409A of the Code. In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.

(c)

(d)


(e)	If any amount payable under this Agreement qualifies as exempt separation but exceeds two times the limit set forth in Section 401(a)(17) of the Code, the portion of the payment that shall be deemed to constitute exempt separation pay shall be the amounts paid earliest in time.

31445432v1

elected to revoke the Release, spans more than one calendar year, none of the payments under Section 2 of this Agreement can commence until the subsequent calendar year.

10.

This Agreement may be modified or amended only in writing signed by the EXECUTIVE and a duly authorized agent of MIDSOUTH’S Board of Directors in his official capacity representing the Board.

[Signature Page Follows]

31445432v1

Dated and Executed this 30^th day of May 2017.

EXECUTIVE:

/s/ Lorraine Miller

LORRAINE MILLER

MIDSOUTH BANCORP, INC.

BY: /s/ Jake Delhomme

JAKE DELHOMME

[Signature Page to Change of Control Agreement]

31445432v1

GRAPHIC 5 midsouthform8kappoint_image1.gif begin 644 midsouthform8kappoint_image1.gif M1TE&.#EAD0'_ /< $! 3961#560CA71"M70BM70BM70BE70217 M/B17/CY82SY82SY82SY82SY82SY82S181"Q80"=80"-8/SM90SI;0S);1"M; M0CM<1#)<1#)<1#)<1#)<1"%<0"1<029<0B9<0B9<0CU=22U=1"U=1"U=1"U= M1"U=1"U=1"U=1"E=12E=12E=12E=12E=13Q>12Y>22Y>22Y>22Y>22Y>22Y> M22Y>22Y>22Y>22Y>22Y>22Y>22Y>22]>23)>23)>23)>23)>23)>23)>23)> M23)>23)>23)>23U?1SQ?1BM?129?0RY?22Y?22Y?22Y?22Y?22Y?22Y?22Y? M22Y?22Y?22Y?22Y?22Y?22Y?23E@32Q@12Q@12Q@12Q@12Q@12Q@12Q@12M@ M22Q@22Q@22Q@22Q@22Q@22Q@229A1"9A1"-A1"MA22MA22MA22MA22MA22MA M22MA22MA23!A1S!A1S!A1S!A1S!A1S!A1S!A1S!A1S!A1S-B2S-B2S-B2S-B M2S9B3#AB33AB32AB2RAB2RAB2RAB2SAB33-B2RQB2"YB3"YB3"YB3"1C1"UC M2"UC2"UC2"UC2"UC2"9D2"9D2"9D2"=D2"ED1RED1RED1RED2R]D1C%D3"-E M1BEE2"]E1B]E1B]E32]E3"]E3"]E3#5F3S9F4#9F4"]F1B]F1B5F22IG2RIG M2RIG2S-G33)G321G2#-G33AG4#%H3B]H3CIH43IH4"]I3R]I3TQV85^$&>)>FR+?6^,?F^,?F^,?G>.@W>.@W>.@W:/@VZ/@'Z0AWV0AWZ0AW^1B':1 MA&Z1@6V1@6V1@7Z1B'F3AX"4BWB4AWB4AWB4AX&5C(&5C(&5C("6BW:6AG27 MAH>9D(>:D(J:DGZ:BHV;E(:;CWRCH.>D).@E8&@CY"B ME8ZBE92BE92BE8ZCEXZDF)"EF:&FG9JFFY2GFI2GF:*GG:"HGJ&HGJ"HGJ"H MGKO#NNKNZOK[^OW^_?___R'Y! $ + "1 ?\ 0 C^ $('$BPH,&# M"!,J7&A06*$IC>J$J%.GC,4R%"]JW,BQH\>/($.*'.FQT !L#%.J7'E06"-5 M"J:H4M%HBLV;.'/JW,D39R,@0(,"L1@1P8 !2DA:3,:RJ=.G4*-*75C,(1 % MC1;U$,JUJ]>O8,.*'4NV+%<5=E1XP(9RZL!JPK A&)-+B9)V[?*YW/&U7KTG$RYLN7+F#-7[K&(A:HI" H)6XBM6@@[ MA2[DD_>XM51Q]#1C5J%B%YL0;5WKWKU;F*HZI60+'TZ\>&6*AP[5F0)4U1A, M;<9X:,>[NE-PL3ZP\3"TC/&>%G/^%K-.OCS+;KY*U6&CRL[W]_")A[<\B87$ M1>STFM^O,!\!%9MDU(-D\?%$$5 V9>1+-_PU:%XQ.LU7X(044K81"UIAJ$HA M2M3CX(<#_<..1A%N5.%-$D[! @ME*/ .B# VU@T;KBP'5(HGYC@A@G5L$F / MA7@PD8#%!-D50Z)4PI+*2%TXW>+>DE?!0Q!X0' M'I!3I8/TF,-&38NH\*5P'HUWYIP-6:5 DBIP].:>Q+'02 @>+ (/=73NU\X8 M%-4!5)A\&E=&(\(L5BB5Q72'8TZ7-JKI3F/8D=^D_)'C)HIEV.'>IL.-L8H" M*A0B*:C^#1;3F9*HUJK3HHD&59M$I:A2#VNPFE?/&).P@>!-C-J:67+'3O%, ML.8),T4I;&BI[+4))CO8&&,00"BTY/D#CATKTIIML]A>9M&QJHP&KFO=%(.1 MHMVE:RNZ0$VR"COOFL?.!86HX&=%6P$QQ;SV6A9F4%, %T(9PC#8[U[%($#J M@08GO.DF(02)P"*QJ*/?Q-:=LQ.)&@]'D0)UL D$'*2[!0V6+%QB'=")9OR MGHTTTH,*$WPK)#M8*+&SLX@$]S\,( MCO8LZ$31@.3'EU&7)5+4O8/%%/)Q9P?#7_'&)A2M* E+"BB#M]H7(Q'5+VOJ MX9IYNO' GA1B K]A QM@48HQ7" O#*02.;C1!G15,&$MJX,=?$>>9& C4U!# MT+QPASV*A" 6!!A9"(O4#G*@:WS^)\06T^3&@E((0X*.Z08"/! +^^1.* V# MA2L44 _G[3!&\GA?$?TWA4-@ A-B&ET0[34@BR1J"AZ0F&."9R,@).=:&,-5 M*1"0"R#0!A8<7,0$JGA%.M&#'1ZHA@3OMKLQ&@U7C/K9(AK'EV*GB&,-S%FV(\XVP6>Z;KM!?+ MA$#(.&'^:40I,,&&2:C@ K\:)XS\P8YQG&,2=D! -[!1SQAAHV?R=!T;QF 8 M) *@*J;*S"04L"HG7> "]!"G0!OCCW[XHQ[D@,1\&( M4FZ(*S*B-).$ H9N;!/5(?*T)$62HEH4T$LN(G+ +1 MICQAPR;8@"5!.L6%HPR!*S"QFAW^HQWL*(0"!F.?E_S4))G9Q"14<1*W4FH1 MG\'KA$*0"YL\JA$J8"$ L-H#.UP@AV;M8SVX,8LVS$1'/5/^!0*J:EGK^"(6 MW'J:9BETRSI,I[8 ^ _,@!""1L!POCSA4K:^:28%"Q=R9$J8 M1DHA/<_$3[0*;DHU/H )5RS"=C>A'H1W@K'DE*'""AZ';,^VB! X\W"I"[%* MKKJ(1B@N?BO.C"G9(%+GBJ@BZT),7=]6'U448[TA+@<+Q@!#,^HRR#F9 #AT M/)!#/6Q /:!(ABEWR4UD:2U<)HC^+]S4*2S?2LF,"BIP)H& S>DX'^2 R$\R M]F"H%=(F^W,N-J:@ /2-(19NQM2\!(R@-OTVS0)11PA8D O_S>>+)@S;*NG% MK39@HKF6?8=/&R8\^B4:66&*0 0.L8DQV)G+_J CR(K(AB7+-V77.Q8W2P$$ MMKBU&T" Q0>0A6DQ)CJH'E#"+#Z@#D@71![FL"7# MAGHYDZ6T4$C7U!'$(E M3HNN8O(L)-V,"5B,@1VI=38[C.UFA8:P'(Z,16>^>>-3\T08Q2S^7+'EAR=$TI0&H+]#D-DZ1(0%4*:37(#@"C9\[. _Q<0LP%%DDQ.D M'8L83*W-96^,?1%G". VG7Q1C=,=0L6GMJ+/#?*/<9QJTQGU-U"*;9,BLD T MH*92-3*$*Z@;4N3<<;HK[-#SJ4-\'*=T!11)W7'EA!$('FX$5A:A= <]XP.3 MB$4(5("Q:C_0%0\#J-N=PH[6SC$"2B#U)KBN]>X@;]S,23!Y(J,D%L2B=<6S M2,$,5H:]LD$%7Y7ZXAG2#FYLXN GFBL" LV;9$1&79B'FAU"L(D.QD(<;5_] M0ORA#C9\8!'^BR?L)R37VTRB&@/G33<(4(@.DN[*XLXU.H+^+WR&U ,[_ EAKHF$(4#,HU*Q7$!N$O5^VXV^B(DZ?*K[4D'L+*(ID&Y4I(VDEWOE MYR@S5 >J #..(0P7,3Q+MBF9ADWE]G7 QWWXEQ+L XAX OK-4H#1G<#&!^( M)"8((!F+Y!;=4 UL4'\,F&F;T@,:% +P0($5F!+F8 X3X&NRI ;0@#<\H$3 M4F! L0@:M L]$#%/40Y*L @LPR+AYH$4XB-AU -E4&*3, $R.(,+L5(A\ S' M]!@]I0JR170^^":%H'D%\0RT82K455WB=B+Y<(586!#^ _.(&EIU%#EX1NB M,X:-TEI @(<$@0TH=ADU1']?A#S^4P T 16'P\<.ZJ .XU '3],#V% ,+_(N MV""&?+@DG?)2[E80!1<+_90924)*/[4(0& '$Q +=F YJX(U4#0)/B)9+Y6* M:W6+N)B+4,4&JP!_A!$:'A D2C R= -+H1,EPA-=-;7"+?\B(C>$+JI!3DHA+5H8\"KF0#-F0#OF0 M$!F1$@F1?/52X6B"SY"18P $$W !2E!6:T-\YS"+DS"1%.%C9BB0*B$,VD,M MW10FIJ;^%#(YDS19DR,1 MRD%A>9$I58#7NU"@B0'^G6-?_P?=PPA)/@,X3& M84HQ"0T7=BK)$@;'C#XAA#42<"N1D;X@,.19.*6DBKI$J>47/X&>GGE"AXP :8R ?1PE\'$#D0%A.Q6(''D1H?0"(P$ MF 51#@K0 [%0!X7A@R#!&?Q4#XWY//[0#A< !!5G:PT()G7^11'3LY-QF R] M67X)V3)-)!.2,PZJ)U!B26T"A(@59VJP.;%Y.=0<8M M16I9[3!>O".%93!FAR.+A^:E#U<:AE-YR ,4W.%Y+#!9TU&I;N4/X^ *3YYHUE)>1SH8>;0)[B$0O9<--60(XSD8/341^;4@Y&$,_S^"=(Y4,Q]4(;%AT MVE('JN(!XI">SJ6;G$&83D@YEQ)*(58IC; )'W!HRP>$-;8*>Y1O+?5E]=)% ML9H[&,,M-C.?5R0OA2> $"9#S&*=WX2F7'98%]!$Y5E#DFHT"\,C-=<(;MI' MX#DO!0JM%8$K+1J=XT102A HQ4(P $8ZN68PDK@]RLI LN*Q:GIP>N49 W ! MMF&HSH;^#I'ZHWK#G0UV8G_*.5>"J76PKP=W0UZE5W;P:FD6;3P!LUE#$6.0 M384!! O+.=@0/.D#@&MJ;T#!&6/ #10[4D5C;\G*2;-4D#8#M40K3X@'E%<[ M4NW@LOY6#"$K,]3$-#96DHJVL_MBK3H&#\_J9D!0L^_R#$J"%EO%AU?J<_E@ M&PXR",;2V":>;9NS +5IQ<#V3;1Y MKX7B"W4@> >7<.[:"(5PNZA[M 1Z<,3;,((WG!.3D7405*O^FV@B=P$1 2- M !W^NGCLP TWPQGAN6)5^KF^L+;>4PR (5W7ZV:3! N8P (A-8-G*VRE$#EW M&V1)ACP]H+9[&Q2W!F%:H0+LH+S.5@]%XYYE"J% \$7,81A\!RVCUK\%"V') MRXCCPCOG4K[Y"@0^@DN3IH2:ZW=V]U&4]TP95@;)D1R^JHK)]KWX5P]N\KEA M5'X,D[.'4!\!62C5H*5Q*T\]R!7(=7\"60\L8*+H$K;/Q$H&DYRH&DATN MN:\#7#U[%21E4V(J@,!N1PY#F$U! :E8IDO3EI!F623"D!X88@1DM)0)"M;6):7KQZ MZ[F9E\$"7 @B7Y.K>>)@^/HV\T/$21QX$Z \$"9$PYHE.*+#!8_63 9;MXY .JW#!J*P3W(2*ZLL7V)!9*EP((=!-_:0$ MMTG*!>$,HF@LRO?+E7&TZF$'PSP5[N4Z4+20_P44;3 +4S A>7,!>&RXN/+ MU'P3W($E%+&@"%YA"'(3P&> M_'I] -@PKM &KB =]6O.K-@A/WG"[ :J['\TM_LGDRC3HWQ/<(SJXWRFPUS"+ P:06Y";MP MTD:-$-P #U,@#-$7B.XU>AX,U0R82(D(JFX!(2D"QP7"'6[<3R['38=FQ&-= M$(ZXA2F)#6+J8XD(A6Z]$YNVT"TSTVZ!#=K11J+7N9O" NP!!*I IP%RB- MA>R #GP'SP>1##!!%T(RSXE-7E<-%':@0716P@>!#2OB8*.WK06"73VR5S=$ M&ZC(8*N 6G]]$/X #>=P$GH+BA0Q2:EM'&G<%-C 8-AD2]G^4H3T'/+G$>;9'*4BM[!IW8T< M+ASPC=8,D0QJ*1L_E"O&:02Q^ M>9'>AADQ68!(1B"NP'#, 7P,'H>T P_@ ZY0*C/0#>PDHDPKAGPAT8$0'O/ MK8F3439N,U3)=EI^4=2 Z0]!S@W<((LA LNPU#8D-;]PA9++F13T$2B(T'" M(#FH31DV%%3\L _\X __@!!L[G??0/>TX.Z .ZL --1C.$Q H/;(+ M_)2YU;!0G 1O:4Z(G=%-!4T0Y1 !%J!JG-[IGO[IH![JHC[JI%[JIG[JJ([J MFZ[I9IYFV)#JL![KLC[KM%[KI[[J%M#J2=,-BM4S$8%D VJ3PC[LQ/X1'R=P M5%(.Y? ."Y4,R:"V!1>&H#%=8%;MUG[MV)[MV1X49,(E%%%' Q !,MF%)LX0 MW7"Q0,!+\ZA!M-'N[O[N\![O\C[O]%[O]G[O\.Z4E,@?QCAV#58&JH E)CJZ M&_P[+UT.>@ #^+ #CZ? M-/D@#A[PWOB[])X7\L19#+R$V:34VX?1]F[_]G _%J;2*A#6A8"&BS MR^+0]6M#5@%K21(Q28=1+!Y0T^4^$.50#414+*.['#=>[)(_^<)N5$A2] +Q M[,#F 9M@#NI0#W[OF 20"WK5U6S@,HM D_<1WHE/$,"6%G:06_5F90=7T;T\ M"8UZ'MTP !93"M!@M5=$G1>PBBG$86@$!#Z]OSM1+/^DZ]W^_36H'#\VPUEE MGN'O,&*MQ0WJ(,//TPXGTB;U40VP#9B^(.7,V&-ETP.'GQ N].:QH +HP YY MSDGY4 ^362#@[W)F_YWJ+"@Z^GSZ0\_WK3.;_7X [3QL^L".0CP MHHQ2@" +NK[.FZ*O:C#C+T+.JFG$E4WL4*$^#4>;CKB?8/E /!54H$<;"=?+ MIQX5V"C%+\" H&_!%U,K0Z83;XRK&U4:J:,4%5C:,$B\J!.J#N9BF4 <'+.3 M)Y\+["AEDCK*Z*$'#64DJ:]&"BEG22^W2J805>I08!$@A40SKP[7!&Z13;A1 M\DO;\K'^0 D/[& AEM5,\DO!/;.L0Q4$VI*ST(ZZ&6"11>H(@;(T'RVJP[[8 MG,0.==@QE#-V/.!TD5A"* 6E/I\;M<$I%QG QDQ7K0B;9&"$--:RAL.OE(%V M["D$<%C5+)]Q2NJ03_S*\["D4DI9I!IA>&4V&92(E#7:E#ILJJI<>E# @ZR8 M5:P= H(]B4WZH)TBRC)469;;3).I9ECTBI4VWJ6FFZ)*I H!XAMU%5-G G+? MG;1**^<;%C 6=F'C@ZGV+12;'E);#;!2Y95VS2D6 0R>;VACN*M\-MG$) ;Q MF[('!J,K&(A2V,!$+%4[OK$87UR)N, R3J884HGK )G 'A;^404(<[B!^2UP M"ED$@9SG'4Z5I/!-1KVB)>S&%=58^W?I-.\#N0Z3:M99V9/S'65N&9R[,K)A>2>/QSWL>W!@++*38Y9_2< MU'F(-;P]GZY+V6OKAL)&+A;9YM4?=1%!=?K9W:9V)K$UJ>%Q7SAYS8I191,V M"LFPI)V'3[-*ZLA)3/J9_ &BD1!4L"H6[E%Z6_S%RID9%DQPWG[]*^L +#5S MR'%_IG%8P-X4&A$:^YE$%;X@5/_^W-*-M0!A1(O 70'KHPH YN(#'ZB' CGB M*_S43X*-:$0U-.@682 ."-=:F[@D6!\08D@%ZACA1O(QA@ZV+G7V2TM,8K@5 MA_4@*3_[W0K1U @5>">#.]S.&,H@HXFM+RV#0B).L*$4ITQ!!8T8F!"#E!0V MF",?4;Q(.^@V'0\6,#0J ,++P+B1=R3#<5I$TR(FL J_K;$B[2B$$N%HDD_% MXFUJM.-%L*&"-SX+7GNL#)*.&$B$_*,>9YJ7X(0XB57X" @)9&2KJL&"0@)K MB3=$Y%Y4 ]Y9!(A^5@%D+Q7!DY-D@VQ2$HU &G*9(SA-X<$F+M".1HZFA(A MRU.BP/K^TLH5LL&8I; #$.#FRVJ4+WN[K,S.9.2!\1QL$@H PA=]&;@0N()! M9;0?)N8'JRF(SI=14<7/H#D::>(O,"I@0=W*H !]G3-PD]@%SIK(O=2=$:P:C.K !%F7@JP++42 9J32THK4K8&P* M#NSHE!T$N--1.6DR&'U2B,6CK9%NICLDOH.W7KOJ;_DRJ9V-P7(Z]8<2D N? ML5));T*DSFMK2]9+1K$82H@N<"JJW>VN)@(#.,0FQH':^Q++%RB"@]$ M+8;84 5E#&M9"*-D$FP82RX\H(#^.FH8 .>8%KT(VI=C40EC+I5>-XIQL)+4 MH:XM#LI#"#36<;15P^:0J&_AR&/6]B#%PA"A I.Q"#9\)TN5M2N24Y)7.T'F MNQJ6AQV \R(&==)^\P54E*ZXB#+]4WQ;KML'9FM#,8MV,D"8! QMC!!V]-DG M0[W<.RAHM36_B,!]-E\C[$ ._FJ8'(96R3O'3)D+$*HC0Q*?=Y%6S( M\*D! Y([KJ]LBM&-7*1O3I4<=<^&0/XE V ?(#JVJ=C@:MD]PS!E2D6"E#? MMU52#R?^#SH?M55WW9Z]N'+84@6-$MPSU7T27)^ZVX=0]R;RR>K%"2/>[JQK M(5Q3AK6$(';;!@ \\JUNEZRB#NF*6S'"O.M)L48IC9I""-#1V$$[@Z/?=JHM MYSVU9JH;,&"F;2G./0ENM'O0\E!'F?;-/*'Q* M:Y#5SPX*H(?2MSW5JL)YUTPA8CI5H.F.8>,9;#B+NF$^A=2P !U1A3@ WAI7 MM'W;5BR@($&\VK%BM"ROZJ81$"X0@5G,8G^)I\ACKYE.=3?^Y7=]B2>05_6, M4HP!0\U6-60N(-DRN((;_8:X.#8!JD402-VK?#DFZJ!Z0SVC$0\1K+IMJ@)5 MU(L4>P'@']JIVFS@%??Z$;&IE*1\LCG,G<6JTR6.59V"N1S.T*E&' M_>.__K@ 4U' /MLJ*PSWJ/ +!OD-0!\2;Q%.:A$W !#9@,T#!O*MA,Z0HA1"XEBG N!/Q MNS)0.)*HJU.$H]T@$,'X@'-0AS!\P'P@!U> A2X+-3?#-'=YK7G!CV>@+@DI MAI71&S\D*"!0!6,R)AA\Q8J(!YM"%GWK"[NC-0]3"RHAEWD0CLHE4P, M)?'8A4W^^,)TO(A\^ !,6!L@& ! J4)U,ZRL&0[.DA!?V 6;NIC>8D1H.H1= M* -V$TB+^(C.8X%+%ZM UAH*; J!=^Y)Y-?*VD";E8:(1SR,F=K AYL("? M- UCXCN6; T*$K8.!#&O>41/80,CL8-X2#:I3 AU> FK) WXN("IVXQR>(8I MJ K3\TJ@,J_1<@4VN)!Z $.TO".084O28 '*@'<,'!+(O"1*-0W QL*(;?0I!%8(&]Q 0%& ..!$S^BH#&6>"-M@ZM&R'>EB%#]B$7""I@C-EB+!A'^I[O)T5EQKDM:3IUXE=Q,"S@Z3^M1A\DD MT'Q8A(< H$X[! O,QBH=BE4:EO99C*"C,Z<:B172&_Q9TABUB'S0AC3R!0!H ML$4I'C8U"C?UBPF( ""5(L'(*P*RTP(1)TPP!TG4TR)L@S]%B&XH!1XQ0_XD MU%SR"P\P49MXAN))C7B1F$C%GP&QNEBP P2P R3=!17(4SV5T7:8!5_@081X MABS\+$]ETX^: D%)H[AXAU*MF5.5%AG9&2(:$*3 !.%4 ;^T58N@APOP@*]B M/1O\5/J9BL6Y% M"6$=UHO^&56.8)<6Y;.\V;B#P80V* 5T?-=38H?9M+.+J-?SPE?@2IET:HK# MW J-(A=@C0[ Z,2QZI$M%)N$5=3-A\ ((:&W0AA2,18F# +>5F? MB-E& X+"U$AAZ%>,Z(9IK)GA@$=(P:>QP)BX<\88E0D#2Z-&)SZ@# M-%+"QC4*I5W;\I$G,S37HL#&I!$/$6.#D!5<0LL%!7B&+)V)9P@!R6)55" YG-<^=P+! F!Q\"$3= &2K75LR6 6*B&9V##KO@,%A / 2Z+11"& M#4X(F*(S*#E>G1V*HX*/2^E= -B4T"W9Y&#:* 7AHABK47T&!U(KEBA?%18* M%C@'/33;?/"/I,74[,!98KKAH7C^C!_MB&BB0-3X[H!H\Z4/QPPLFH/9#Y '6 A^VMX'QH# ^(!6%( M6API!NE%WMJ)/XWPJX)Z1,!0N-J;QDLAVM*]@!<+@6=XA[L]D6[PA8LT8Y)X MB&1"78L(DZ*8+YGTL($Y!)H!!Q"T53P6!P0)75WE8U89Q4P6"E!!([;06F%P M3> *Q$B=4OQ@1CL&S"8Q8O8]-J?",A)>$HV3Y:%X&F'HQ@+>.*! "E<=@WNS M P_ BGJ@!P# 7_YK$F^9 ,$B*U=(VC%6WD+YS&4.BD81E*S<"44)8)^@))E[ MU5P@@&["/K4F^0CQ4H(),$*JRBO@'>%HVYV_4F>?6-!<*(/B_;E-LI6BB*=V M! +QL@ \S@=AQN-V: <+T.B+EH>/_F@C;@>+)NF2-NF31NF45NF59NF3UF@+ MJ!/%O;=5<(6"G07$$@9?\(5GV.DD[I^Y/.B4P!CFJ*T>>)GE8(%5.-Z?L)+K MPYX?P9 Q.+95L+CKF]\:-::\XI1&Y>JN]NJO!NNP%NNQ)NNN-B:G AT@J(9J 6*(9D\$Q? NJ@5M"JK2U7\%$;"0@ .P$! end