Exhibit 10.1
IBERIABANK
CORPORATION
2009 PHANTOM STOCK
PLAN
1. Purpose.
The purpose of the IBERIABANK
Corporation 2009 Phantom Stock Plan (the “ Plan
”) is to provide additional incentive compensation to a
select group of key employees and officers (including officers who
also serve as directors) who contribute by their ability, industry,
and ingenuity to the management and successful operation of
IBERIABANK Corporation, a Louisiana corporation (the “
Corporation ”), and its subsidiaries. Such additional
compensation shall be provided by awards to participants of units
of hypothetical shares of the Corporation’s common stock and
the payment to participants, at specified times, of the value of
each hypothetical share, as described herein.
2. Definitions.
As used herein, unless the context
clearly requires otherwise, the following terms shall have the
meaning respectively provided:
2.1 “ Agreement ” means the
Phantom Stock Unit Agreement entered into by the Participant and
the Corporation providing the number of Phantom Stock Units being
granted and the other terms of the Award.
2.2 “ Award ” means the agreement
of the Corporation to pay additional compensation under the Plan to
a Participant.
2.3 “ Board ” means the Board of
Directors of the Corporation.
2.4 “ Business Combination ” has
the meaning provided in Section 8.2(c) .
2.5 “ Change of Control ” has the
meaning provided in Section 8.2 .
2.6 “ Change of Control Value ”
has the meaning provided in Section 8.3 .
2.7 “ Code ” means the Internal
Revenue Code of 1986, as amended.
2.8 “ Committee ” means the
Compensation Committee of the Board, which shall administer the
Plan.
2.9 “ Common Stock ” means the
common stock, $1.00 par value per share, of the
Corporation.
2.10 “ Corporation ” means
IBERIABANK Corporation, a Louisiana corporation, and all of its
Subsidiaries.
2.11 “ Dividend Equivalent ”
means, with respect to Phantom Stock Units credited to a particular
Participant, a dollar amount equal to the cash dividend that the
Participant would have been entitled to receive if the Participant
had been the owner, on the record date for a dividend paid on the
Common Stock, of a number of shares of Common Stock equal to the
number of Phantom Stock Units then properly credited to the Phantom
Stock Unit Account of the Participant.
2.12 “ Effective Date ” means the
date set forth in the Agreement as the effective date of the
Award.
2.13 “ Exchange Act ” means
Securities Exchange Act of 1934, as amended.
2.14 “ Incumbent Board ” has the
meaning provided in Section 8.2(b) .
2.15 “ Participant ” means any
eligible employee selected by the Committee or Chief Executive
Officer pursuant to Section 5.1(a) to receive the grant
of an Award.
2.16 “ Phantom Stock Unit ” means
the right to receive the Value of a share of Common Stock in cash
from the Corporation. Such right shall be subject to the vesting
and other terms and conditions of the Plan and the
Agreement.
2.17 “ Phantom Stock Unit Account
” means a bookkeeping entry that shall consist of the number
of Phantom Stock Units awarded to each Participant from time to
time and credited to the Participant’s account together with
all Dividend Equivalents thereon, less all Phantom Stock Units and
Dividend Equivalents that have been paid out to such
Participant.
2.18 “ Plan ” means the IBERIABANK
Corporation 2009 Phantom Stock Plan.
2.19 “ Plan Date ” has the meaning
provided in Section 14 .
2.20 “ Subsidiary ” means any
entity of which the Corporation owns (directly or indirectly)
within the meaning of Section 425(f) of the Code, 50% or more
of the total combined voting power of all equity
interests.
2.21 “ Value Per Unit ” means the
closing price of a share of the Corporation’s Common Stock on
the New York Stock Exchange on the vesting date, or, if no sale
shall have been made on that day, on the preceding day on which
there was a sale of the Common Stock.
3. Administration of the
Plan.
3.1 Administrator.
The Plan shall be administered by
the Committee, which shall have complete discretion and authority
to interpret and construe the Plan and any Awards issued
thereunder, decide all questions of eligibility and benefits
(including underlying factual determinations), and adjudicate all
claims and disputes.
3.2 Administrative
Rules.
(a) The Committee may
(i) adopt, amend, and rescind rules and regulations relating
to the Plan; (ii) grant Awards; (iii) determine the terms
and provisions of the respective Awards, including provisions
defining or otherwise relating to (1) the vesting of Awards,
(2) the duration of the Awards and (3) the effect of
approved leaves of absence on the rights to benefits under the
Plan; (iv) construe the provisions of the Plan and the
respective
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Awards; (v) approve a form of Phantom Stock
Unit Agreement to be entered into by the Corporation and the
Participant; and (vi) make all determinations necessary or
advisable for administering the Plan. Any such actions by the
Committee shall be consistent with the provisions of the
Plan.
(b) The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the
Plan or in any Agreement in the manner and to the extent it shall
deem expedient to carry the Plan or Agreement into effect, and it
shall be the sole and final judge of such expediency.
(c) In addition to the
Committee’s authority granted under this
Section 3 , the Chief Executive Officer of the
Corporation has the authority to (i) grant Awards,
(ii) determine the terms and provisions of the respective
Awards, and (iii) correct any defect, supply any omission, or
reconcile any inconsistency in the respective Agreements, in all
such cases solely with respect to those Participants who are not
subject to Section 16 of the Exchange Act.
(d) The determination of the
Committee on any matters referred to in this Section 3
shall be final, binding, and conclusive on all interested
parties.
4. Units Subject to the
Plan. The maximum number
of Phantom Stock Units which may be awarded under the Plan is
300,000. Any unvested Phantom Stock Units which have been forfeited
by a Participant will once again be eligible for award under the
Plan.
5. Eligibility and
Participation.
5.1 Eligibility and Grant of
Awards.
(a) Key employees and officers of
the Corporation shall be eligible to receive Awards under the Plan
if so designated by the Committee or, if permitted by
Section 3.2(c) , by the Chief Executive
Officer.
(b) Each Award granted pursuant to
the Plan shall consist of Phantom Stock Units with the terms
provided in the Plan and in the Agreement. Subject to the
requirements for vesting and unless otherwise specified in an
Agreement granting the Award, the specified number of Phantom Stock
Units shall be deemed credited as of the month and day of the
Effective Date of the Award.
5.2 Effect of
Adoption. The adoption of
the Plan shall not be deemed to give any person a right to be
granted an Award under the Plan.
6. Credits to
Accounts.
6.1 Credits.
The Committee shall establish a
Phantom Stock Unit Account with respect to each Participant.
Credits to the Phantom Stock Unit Account shall be made to reflect
the grant of Phantom Stock Units.
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6.2 Reinvestment of Dividend
Equivalents.
(a) Each Participant shall receive a
Dividend Equivalent for each Phantom Stock Unit credited to such
Participant’s Phantom Stock Unit Account.
(b) Dividend Equivalents will be
deemed to be reinvested in additional Phantom Stock Units that will
vest and be paid out on the same date as the underlying Phantom
Stock Units. The number of Phantom Stock Units acquired with a
Dividend Equivalent shall be determined by dividing the aggregate
of Dividend Equivalents paid on the unvested Phantom Stock Units by
the closing price of a share of Common Stock on the dividend
payment date.
6.3 Phantom Stock Unit
Adjustments. In the event
of any change in the outstanding shares of Common Stock by reason
of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares, or other similar
corporate change, the Board shall make such adjustments in each
Participant’s Phantom Stock Unit Account, including the
number of Phantom Stock Units, as it deems to be equitable under
the Plan in order to fairly give effect to such change and to the
purpose and intent of the Plan.
7. Vesting, Forfeiture, and
Payment.
7.1 Vesting.
A Participant shall vest in his or
her Phantom Stock Units at the times and under the circumstances
provided in the applicable Agreement.
7.2 Forfeiture.
Unvested Phantom Stock Units shall
be forfeited at the times and under the circumstances provided in
the applicable Agreement.
7.3 No Segregation of
Assets. The Corporation
shall not segregate any assets in connection with Phantom Stock
Units granted under the Plan. The rights of a Participant to
benefits under the Plan shall be solely those of a general,
unsecured creditor of the Corporation.
7.4 Payments.
Unless payment is deferred under a
separate deferred compensation plan of the Corporation, payments of
the value of a Phantom Stock Unit will be made only in cash
(a) as soon as practicable following the vesting date of the
Phantom Stock Unit and (b) no later than March 15 of the
year following the year in which vesting occurs.
8. Effect of a
Change
