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Stock and Incentive Compensation Plans | 9 Months Ended
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Sep. 30, 2012
Stock and Incentive Compensation Plans [Abstract] |
Stock and Incentive Compensation Plans |
Note 11 – | Stock and Incentive Compensation Plans
Trustmark has granted, and currently has outstanding, stock and incentive compensation awards subject to the provisions of the 1997 Long Term Incentive Plan (the 1997 Plan) and the 2005 Stock and Incentive Compensation Plan (the 2005 Plan). New awards have not been issued under the 1997 Plan since it was replaced by the 2005 Plan. The 2005 Plan is designed to provide flexibility to Trustmark regarding its ability to motivate, attract and retain the services of key associates and directors. The 2005 Plan allows Trustmark to make grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and performance units to key associates and directors. Stock Option Grants Stock option awards under the 2005 Plan are granted with an exercise price equal to the market price of Trustmark's stock on the date of grant. Stock options granted under the 2005 Plan vest 20% per year and have a contractual term of seven years. Stock option awards, which were granted under the 1997 Plan, had an exercise price equal to the market price of Trustmark's stock on the date of grant, vested equally over four years with a contractual ten-year term. During the second quarter of 2011, compensation expense related to stock options was fully recognized. Compensation expense for stock options granted under these plans was estimated using the fair value of each option granted using the Black-Scholes option-pricing model and was recognized on the straight-line method over the requisite service period. No stock options have been granted since 2006, when Trustmark began granting restricted stock awards exclusively. Restricted Stock Grants Performance Awards Trustmark's performance awards are granted to Trustmark's executive and senior management team. Performance awards granted vest based on performance goals of return on average tangible equity (ROATE) or return on average equity (ROAE) and total shareholder return (TSR) compared to a defined peer group. Awards based on TSR are valued utilizing a Monte Carlo simulation to estimate fair value of the awards at the grant date, while ROATE and ROAE awards are valued utilizing the fair value of Trustmark's stock at the grant date based on the estimated number of shares expected to vest. The restriction period for performance awards covers a three-year vesting period. These awards are recognized on the straight-line method over the requisite service period. These awards provide for excess shares, if performance measures exceed 100%. Any excess shares granted are restricted for an additional three-year vesting period. The restricted share agreement provides for voting rights and dividend privileges. Time-Vested Awards Trustmark's time-vested awards are granted to Trustmark's executive and senior management team in both employee recruitment and retention. These awards are also granted to Trustmark's Board of Directors and are restricted for three years from the award dates. Time-vested awards are valued utilizing the fair value of Trustmark's stock at the grant date. These awards are recognized on the straight-line method over the requisite service period. Performance-Based Restricted Stock Unit Award During 2009, Trustmark's previous Chairman and CEO was granted a cash-settled performance-based restricted stock unit award (the RSU award) with each unit having the value of one share of Trustmark's common stock. The performance period covered a two-year period. This award was granted in connection with an employment agreement dated November 20, 2008, that provides for in lieu of receiving an equity compensation award in 2010 or 2011, the 2009 equity compensation award to be twice the amount of a normal award, with one-half of the award being performance-based and one-half service-based. The RSU award was granted outside of the 2005 Plan in lieu of granting shares of performance-based restricted stock that would exceed the annual limit permitted to be granted under the 2005 Plan, in order to satisfy the equity compensation provisions of the employment agreement. This award provided for excess shares, if performance goals of ROATE and TSR exceeded 100%. Both the performance awards and excess shares vested during the second quarter of 2011. Compensation expense for the RSU award was based on the approximate fair value of Trustmark's stock at the end of each of the reporting periods and was finalized on the vesting date at a share price of $23.65. The following tables summarize the stock and incentive plan activity for the periods presented:
|  | Three Months Ended September 30, 2012 |
|  | Stock |  |  | Performance |  |  | Time-Vested |
|  | Options |  |  | Awards |  |  | Awards |
Outstanding/Nonvested shares or units, beginning of period |  |  | 713,350 |  |  |  | 160,664 |  |  |  | 378,523 |
Granted |  |  | - |  |  |  | - |  |  |  | - |
Granted - excess shares |  |  | - |  |  |  | - |  |  |  | - |
Exercised or released from restriction |  |  | (3,500 | ) |  |  | - |  |  |  | (1,053 | )
Expired |  |  | (7,250 | ) |  |  | - |  |  |  | - |
Forfeited |  |  | - |  |  |  | - |  |  |  | (2,039 | )
Outstanding/Nonvested shares or units, end of period |  |  | 702,600 |  |  |  | 160,664 |  |  |  | 375,431 |
|  | Nine Months Ended September 30, 2012 |
|  | Stock |  |  | Performance |  |  | Time-Vested |
|  | Options |  |  | Awards |  |  | Awards |
Outstanding/Nonvested shares or units, beginning of period |  |  | 1,205,100 |  |  |  | 179,421 |  |  |  | 334,356 |
Granted |  |  | - |  |  |  | 55,295 |  |  |  | 77,506 |
Granted - excess shares |  |  | - |  |  |  | - |  |  |  | 63,610 |
Exercised or released from restriction |  |  | (11,125 | ) |  |  | (72,584 | ) |  |  | (93,990 | )
Expired |  |  | (491,375 | ) |  |  | - |  |  |  | - |
Forfeited |  |  | - |  |  |  | (1,468 | ) |  |  | (6,051 | )
Outstanding/Nonvested shares or units, end of period |  |  | 702,600 |  |  |  | 160,664 |  |  |  | 375,431 |
The following table presents information regarding compensation expense for stock and incentive plans for the periods presented ($ in thousands):
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2012 |  |  | 2011 |  |  | 2012 |  |  | 2011 |
Compensation expense - Stock and Incentive plans: |  |  |  |  |  |  |  |  |  |  |  |
Stock option-based awards |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | 100 |
Performance awards |  |  | 229 |  |  |  | 214 |  |  |  | 677 |  |  |  | 655 |
Time-vested awards |  |  | 749 |  |  |  | 671 |  |  |  | 2,442 |  |  |  | 2,172 |
RSU award |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 184 |
Total |  | $ | 978 |  |  | $ | 885 |  |  | $ | 3,119 |  |  | $ | 3,111 |

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Statement of Position (SOP) -Number 93-6 -Paragraph 53 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 123R -Paragraph 64, 65, A240 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 + Details
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