Exhibit 10.2
IBERIABANK
CORPORATION
IBERIABANK
Change in Control Severance
Agreement
THIS Change in Control Severance
Agreement (the “Agreement”) is dated effective as of
the 17th day of September, 2009 (the “Effective Date”),
by and between Jefferson G. Parker (the “Employee”),
IBERIABANK (the “Company”), and IBERIABANK Corporation
(the “Holding Company”).
WHEREAS, the Employee became
employed by the Holding Company as an officer on the Effective Date
and will also provide services to the Company;
WHEREAS, the Company and the Holding
Company deem it to be in their respective best interests to enter
into the Agreement as an additional incentive to the Employee to
join the Holding Company; and
WHEREAS, the parties desire by this
writing to set forth their understanding as to their respective
rights and obligations in the event a change of control occurs with
respect to the Company or the Holding Company.
NOW, THEREFORE, the undersigned
parties agree as follows:
1. Defined Terms . When used
anywhere in this Agreement, the following terms shall have the
meaning set forth herein.
(a) “Board” shall mean
the Board of Directors of the Employer.
(b) “Change in Control”
shall mean (i) a change in control of the Holding Company, of
a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under
the Securities Exchange Act of 1934, as amended (“Exchange
Act”) or any successor thereto, whether or not any security
of the Holding Company is registered under Exchange Act; provided
that, without limitation, such a Change in Control shall be deemed
to have occurred if any “person” (as such term is used
in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, or securities of the Holding
Company representing 25% or more of the combined voting power of
the Holding Company then outstanding securities; (ii) during
any period of two consecutive years, individuals (the
“Continuing Directors”) who at the beginning of such
period constitute the Board of Directors (the “Existing
Board”) of the Holding Company cease for any reason to
constitute at least two-thirds thereof, provided that any
individual whose election or nomination for election as a member of
the Existing Board was approved by a vote of at least two-thirds of
the Continuing Directors then in office shall be considered a
Continuing Director unless his or her initial assumption of office
occurs as a result of an actual or threatened contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies by or on behalf of someone other
than a Continuing Director; or (iii) the acquisition of
ownership, holding or power to vote more than 25% of the voting
stock of the Company by any person other than the Holding
Company.
(c) “Code” shall mean
the Internal Revenue Code of 1986, as amended from time to time,
and as interpreted through applicable rulings and regulations in
effect from time to time.
(d) “Code §280G
Maximum” shall mean the product of 2.99 and the
Employee’s “base amount” within the meaning of
Code §280G(b)(3).
(e) “Date of
Termination” shall mean the date Employee has a
“separation from service” as defined in Treasury
Regulation §1.409A-1(h)(1).
(f) “Disability” shall
mean termination of the Employee’s employment because of any
physical or mental impairment which qualifies the Employee for
disability benefits under the applicable long-term disability plan
maintained by the Employers or, if no such plan applies, which
would qualify the Employee for disability benefits under the
Federal Social Security System.
(g) “Employer” means the
Holding Company or the Company, whichever employs the
Employee.
(h) “Good Reason” shall
mean (i) without the Employee’s express written consent:
the assignment to the Employee, by the Employer, of any duties
which are materially inconsistent with the Employee’s
positions, duties, responsibilities and status with the Employer
immediately prior to a Change in Control, or a material change or
diminution in the Employee’s reporting responsibilities,
titles or offices as an employee and as in effect immediately prior
to such a Change in Control, or any removal of the Employee from or
any failure to re-elect the Employee to any of such
responsibilities, titles or offices, except in connection with the
termination of the Employee’s employment for Just Cause or
Disability or as a result of the Employee’s death or by the
Employee other than for Good Reason; (ii) without the
Employee’s express written consent, a reduction by the
Employer in the Employee’s base salary as in effect on the
date of the Change in Control or as the same may be increased from
time to time thereafter or a reduction in the package of fringe
benefits provided to the Employee; (iii) any purported
termination of the Employee’s employment for Just Cause or
Disability which is not effected pursuant to a Notice of
Termination satisfying the requirements hereof ;(iv) the failure by
the Company or the Holding Company to obtain the assumption of and
agreement to perform this Agreement by any successor as
contemplated in Section 8 hereto; (v) requirement that
the Employee principally perform all services at location more than
30 miles from such location on the Effective Date. For purposes of
this Section 1(h), any good faith determination of “Good
Reason” made by the Employee shall create a rebuttable
presumption that “Good Reason” exists. Anything in this
Agreement to the contrary notwithstanding, a termination by the
Employee for any reason during the 30-day period immediately
following the first anniversary of the Effective Date shall be
deemed to be a termination for Good Reason for all purposes of this
Agreement.
(i) “Just Cause” shall
mean, in the good faith determination of the Board, the
Employee’s personal dishonesty, incompetence in the
performance of duties, willful violation of any law, rule,
regulation (other than traffic violations or similar offenses) or
final cease-and-desist order, or material breach of this
Agreement.
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No act or failure to act, on the
Employee’s part shall be considered “willful”
unless it is done, or omitted to be done, by him in bad faith or
without reasonable belief that his action or omission was in the
Employer’s best interests. Any act, or failure to act, based
upon authority given pursuant to a resolution of the Board or
instructions of the Chief Executive Officer or a senior officer of
the Employer or the advice of counsel for the Employer shall be
conclusively presumed to be in good faith and in the
Employer’s best interests. The cessation of Employee’s
employment shall not be deemed to be for Just Cause unless and
until there shall have been delivered to him a copy of a resolution
duly adopted by the vote of not less than three-quarters of the
entire membership of the Board at a meeting called and held for
such purpose (after reasonable notice is provided to the Employee
and he is given an opportunity, together with counsel, to be heard
before the Board), finding that, in the Board’s good faith
opinion, the Employee is guilty of the conduct described in the
preceding paragraph, and specifying the particulars thereof in
detail.
(j) “Notice of
Termination” shall mean any purported termination by the
Employer for Just Cause or Disability or by the Employee for Good
Reason shall be communicated by written “Notice of
Termination” to the other party hereto. For purposes of this
Agreement, a “Notice of Termination” shall mean a
notice which (i) indicates the specific termination provision
in this Agreement relied upon, (ii) sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for
termination of Employee’s employment under the provision so
indicated, (iii) specifies a date of termination, which shall
be not less than thirty (30) nor more than ninety
(90) days after such Notice of Termination is given, except in
the case of the Employer’s termination of Employee’s
employment for Just Cause, and (iv) is given in the manner
specified in this Agreement.
(k) “Protected Period”
shall mean the period that begins on the date three months before a
Change in Control and ends on the later of the third annual
anniversary of the Change in Control or the expiration date of this
Agreement; except that if the Employee’s employment with the
Employer is terminated prior to the first day of this period at the
request of a third party who has taken steps reasonably calculated
to effect a Change in Control or otherwise in connection with or
anticipation of a Change in Control, then the Protected Period
shall commence on the date immediately prior to the date of such
termination.
(l) “Section 409A” shall
mean Section 409A of the Internal Revenue Code of 1986, as
amended, and all regulations and guidance issued
thereunder.
(m) “Separation from
Service” shall have the meaning provided in
Section 409A.
(n) “Specified Employee”
shall have the meaning provided in Section 409A.
2. Trigger Events . The
Employee shall be entitled to collect the severance benefits set
forth in Section 3 of this Agreement in the event that
(i) the Employee voluntarily terminates employment within 90
days of an event that both occurs during the Protected Period and
constitutes Good Reason, (ii) the Employer or its successor(s)
in interest terminate the
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Employee’s employment for any reason other
than Just Cause during the Protected Period, or (iii) the
employee voluntarily terminates employment for any reason other
than Just Cause within 30 days after a Change in Control; provided
that any such termination constitutes a Separation from
Service.
3. Amount of Severance
Benefit .
(a) If the Employee becomes entitled
to collect severance benefits pursuant to Section 2 hereof,
the Employee shall receive from the Employer a severance benefit
equal to 100% of the Code §280G Maximum.
(b) The amount payable under this
Section 3(a) shall be paid in one lump sum in cash ten days
following the Date of Termination, except that if the Employee is a
Specified Employee it shall be paid in cash on the first business
day that is more than six months following the Date of
Termination.
(c) In addition, for 39 months
following termination, the Employer will maintain in full force and
effect for the contin
