Exhibit 10.17
WHITNEY HOLDING CORPORATION
AMENDED AND RESTATED
2001 DIRECTORS’ COMPENSATION PLAN
As amended and restated effective January 1,
2008
WHITNEY HOLDING CORPORATION
2001 DIRECTORS’ COMPENSATION PLAN
INDEX
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PAGE
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ARTICLE
I - PURPOSE
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1
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ARTICLE
II - DEFINITIONS
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1
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ARTICLE
III - ADOPTION; RESERVATION OF SHARES
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4
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Adoption
and Effective Date
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4
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Number
and Type of Shares
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4
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Cancellation
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5
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Adjustment
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5
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ARTICLE
IV - ELIGIBILITY AND PARTICIPATION
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5
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ARTICLE
V - TRANSFER OF COMMON STOCK
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5
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Time
of Transfer
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5
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Number
of Shares
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5
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Restrictions
on Transfer
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5
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Deferral
of Common Stock
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6
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ARTICLE
VI - OPTIONS
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6
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Type
of Options
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6
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Grant
of Options
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6
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Early
Termination of Options
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6
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Manner
of Exercise; Issuance of Common Stock
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6
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Rights
as Shareholders
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7
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Cause
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7
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ARTICLE
VII - DEFERRALS
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7
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Deferral
of Fees and Common Stock
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7
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ARTICLE
VIII - MANTENANCE AND INVESTMENT OF DEFERRED BENEFIT
ACCOUNTS
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8
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Establishment
of Accounts
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8
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Status
of Accounts
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8
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Investment
Policy
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8
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Investment
of Accounts
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9
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Common
Stock Credits
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9
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Accounting
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10
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Valuation
Notice
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10
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ARTICLE
IX - SERVICE BENEFITS
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10
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Form
of Service Benefit
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10
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Amount
of Service Benefit
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11
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Time
of Payment
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11
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Single-Sum
Payment
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11
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Schedule
A
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12
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Special
Payment Election Rules
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12
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ARTICLE
X - DEATH BENEFITS
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12
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Beneficiary
Designation
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12
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Participant's
Death Before Benefit Commencement Date
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12
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Participant's
Death After Benefit Commencement Date
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12
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Death
of Beneficiary
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13
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ARTICLE
XI - HARDSHIP WITHDRAWALS AND OTHER DISTRIBUTIONS
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13
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Withdrawals
on Account of Financial Hardship or Unforeseeable
Emergency
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13
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Early
Payments
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14
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Change
in Control
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15
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Disability
Benefit
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15
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ARTICLE
XII - PLAN ADMINISTRATION
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15
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Powers
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15
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Payments
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16
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Delegation
of Administrative Authority
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16
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ARTICLE
XIII - PARTICIPANTS' RIGHTS
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16
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Spendthrift
Provision
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16
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Transfer
of Options
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16
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Obligation
for Benefit Payments
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16
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Tax
Reporting
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17
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ARTICLE
XIV - MISCELLANEOUS
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17
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Termination
of Plan
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17
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Amendment
and Modification
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17
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Funding
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17
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Inurement
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18
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Governing
Law
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WHITNEY HOLDING CORPORATION
AMENDED AND RESTATED
2001 DIRECTORS’ COMPENSATION PLAN
Whitney Holding
Corporation, a corporation organized and existing under the
laws of the State of Louisiana (the “
Company ”), hereby establishes the
Whitney Holding Corporation 2001 Directors’
Compensation Plan (the “ Plan
”). The Plan was subsequently amended and restated
effective as of January 1, 2008 in order to comply with
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”). This Plan was originally
intended to amend and restate the Whitney Holding Corporation
Directors’ Compensation Plan, which plan was most
recently amended and restated, effective as of April 24, 1996
(the “ Predecessor Plan
”).
ARTICLE I
PURPOSE
The Plan is established to
advance the interests of shareholders by encouraging and
enabling the Company to attract, motivate and retain
non-employee members of the Board of Directors of the Company
and its Affiliates (as defined below), by ensuring that each
director who is not a common-law employee of the Company or
its Affiliates acquires and maintains an appropriate equity
interest in the Company through ownership of the
Company’s Common Stock (as defined below). The Plan is
also intended to include an unfunded deferred compensation
arrangement for the benefit of non-employee members of the
Board of Directors of the Company and its Affiliates. In
accordance with such intent, any obligation of the Company or
an Affiliate to pay benefits hereunder shall be deemed to be
an unsecured promise, and any right of a participant or
beneficiary to enforce such obligation shall be solely as a
general creditor of the Company or its
Affiliate.
ARTICLE II
DEFINITIONS
2.1
Accounts or Account means
the aggregate of a Participant’s Deferred Benefit
Accounts and/or a Director’s Predecessor Account, as
the case may be.
2.2
Affiliate means any corporation or other
form of entity of which the Company owns, directly or
indirectly, 50% or more of the total combined voting power of
all classes of stock or other equity interests, provided that
such entity is designated by the Committee as a participating
entity hereunder on Exhibit A hereto.
2.3
Beneficiary means the person, persons,
entity or entities designated by a Participant to receive
death benefits hereunder.
2.4
Benefit Commencement Date means the date on
which the payment of a Participant’s service benefit is
paid or first commences. Such date shall be designated by
each Participant during the On-Line Enrollment process or on
Schedule A hereto. If more than one
Deferred
Benefit Account is maintained for a Participant hereunder, a
separate Benefit Commencement date shall be designated with
respect to each such account.
2.5
Board or Board of Directors
means the Board of Directors of the Company.
2.6
Change in Control means a Change in Control
as defined in the Whitney Holding Corporation 2007 Long-Term
Compensation Plan, as the same may be amended or restated
from time to time, provided that such Change in Control meets
the definition of a “change in control event” as
defined in § 1.409A-3(j)(5) of the Final Regulations
under Section 409A of the Code.
2.7
Class Year means each calendar
year. Notwithstanding the foregoing, the
“2004 Class Year” includes all amounts deferred
into the Plan in 2004 and any calendar years prior to
2004.
2.8
Committee means the members of the
Compensation Committee of the Board of Directors of the
Company.
2.9
Common Stock means no par value voting
common stock issued by the Company.
2.10
Common Stock Credits means units
representing shares of Common Stock.
2.11
Deferral Election means an election by an
Eligible Director to defer Fees or the receipt of Common
Stock for each Class Year, which election shall be made, in
writing, in accordance with the provisions of Article VII
hereof.
2.12
Deferred Benefit Account means an account
maintained on the books of the Company with respect to a
Participant hereunder. Each such account shall
relate to deferrals made for each Class Year as designated by
such Participant.
2.13
Determination Date means the Annual
Determination Date and such other dates as may be designated,
from time to time, by the Committee. Annual
Determination Date means the last day of the Plan
Year. The designation of such Determination Dates need not be
uniform as to all Accounts maintained hereunder.
2.14
Director’s Predecessor Plan means the
Unfunded Plan of Deferred Compensation for Directors of
Whitney National Bank first adopted as of November 21,
1990.
2.15
Eligible Director means an individual, other
than a common-law employee, who serves as a member of the
Board of Directors of the Company or the Board of Directors
of an Affiliate, provided that such Affiliate is designated
by the Committee as a participating entity
hereunder.
2.16
Enrollment Period means the period
designated by the Company’s Corporate Human Resource
Department each year, provided however, that such period
shall end on or before the last business day of each
year.
2.17
Fair Market Value means the closing price of
Common Stock as quoted on the National Association of
Securities Dealers Automated Quotation System National Market
(Nasdaq NM) or other exchange on which Common Stock is
regularly traded as of the date specified herein. If no
Common Stock is traded on such date, then Fair Market Value
shall be the closing price on the date Common Stock last
traded on such system or exchange.
2.18
Fees means the annual remuneration paid by
the Company or an Affiliate to each Eligible Director for his
or her service as a member of the Board of Directors (or the
Board of Directors of an Affiliate) and for service on
certain committees thereof, whether paid as a retainer,
meeting or committee fee or otherwise in the form of cash or
Common Stock.
2.19
Financial Hardship means the occurrence of a
severe financial hardship resulting from extraordinary and
unforeseeable circumstances beyond the control of the
Participant, including a Disability. Any
distribution for hardship shall be limited to amounts in a
Participant’s Grandfathered Account.
2.20
Grandfathered Account means the value of the
Deferred Benefit Account of each Participant on December 31,
2004, including (i) any amounts to which the Participant was
entitled to receive as of such date, even if such amount had
not been credited to a Participant’s Deferred Benefit
Account as of December 31, 2004, and (ii) any earnings
accruing to the Participant’s Grandfathered
Account. For purposes of this Plan, no part of the
Participant’s Grandfathered Account shall be subject to
Code Section 409A. A Participant’s
“Non-Grandfathered Account” shall equal the
Participant’s Deferred Benefit Account balance on the
date the Participant’s service as an Eligible Director
ends, minus the amount of the Participant’s
Grandfathered Account. The Non-Grandfathered
Account shall be subject to Code Section 409A.
2.21
On-Line Enrollment means the annual process
completed by each Participant using Fidelity
Investment’s Net-Benefits internet site which allows a
Participant to electronically provide for the deferral of
Fees and Common Stock under this Plan for each Class Year,
the election of the form of benefit payment for each Class
Year and the designation of a Benefit Commencement date for
each Class Year.
2.22
Participant means an Eligible Director who
is designated in accordance with Article IV hereof or an
individual who elected to defer his or her Fees under the
Directors Predecessor Plan.
2.23
Plan means this 2001 Amended and Restated
Directors’ Compensation Plan, as may be amended from
time to time. This Plan constitutes an amendment and
restatement of and a successor to the Predecessor
Plan.
2.24
Plan Year means the 12-month period
beginning each January 1 st and
ending each December 31 st ;
provided, however, that the first Plan Year shall commence as
of the Effective Date and shall end as of December 31,
2001.
2.25
Schedule A means a written schedule that
provides the designation of a Benefit Commencement Date for
each Class Year and the election of the form of benefit
payment for each Class Year. The terms of any such Schedule A
are incorporated in this Plan by this reference. Any schedule
or other form of deferral agreement executed by a Participant
in accordance with the Directors Predecessor Plan shall be
deemed to constitute a Schedule A hereunder.
2.26
Unforeseeable Emergency . A severe
financial hardship of the Participant resulting from an
illness or accident of the Participant, the
Participant’s spouse, the Participant’s
Beneficiary or a dependent (as defined in Section 152 of the
Code without regard to Section 152(b)(1), (b)(2), and
(d)(1)(B)), loss of the Participant’s property due to
casualty (including the need to rebuild a home not otherwise
covered by insurance), or other similar extraordinary and
unforeseeable circumstances arising as a result of events
beyond the control of the Participant. Except as
otherwise provided herein, the purchase of a home and the
payment of college tuition are not unforeseeable emergencies.
Any distribution for an Unforeseeable Emergency shall be
limited to amounts in a Participant’s Non-Grandfathered
Account.
2.27
Other Definitions. The following
terms shall have the meanings ascribed
below: “ Effective Date
” is defined in Section 3.1 hereof; “
Stock Transfer Date ” is defined in
Section 5.1 hereof; “ Cause ” is
defined in Section 6.6 hereof; “
Director’s Predecessor Account ”
is defined in Section 8.1 hereof; “ Adverse
Determination ” is defined in Section 11.2
hereof; “ Disabled or
Disability ” is defined in Section
11.4 hereof; and “ Exchange Act
” is defined in Section 13.2 hereof.
ARTICLE III
ADOPTION; RESERVATION OF SHARES
3.1
Adoption and Effective Date.
This Plan shall be effective as of April 25, 2001
(the “ Effective Date ”), if
approved by the shareholders of the Company. The Plan shall
remain in effect until terminated by the Board of Directors
as provided in Section 14.1 hereof.
3.2
Number and Type of Shares.
Subject to adjustment as provided in Section 3.4
hereof, the aggregate number of shares of Common Stock that
may be issued under the Plan shall not exceed 3% of the
issued and outstanding Common Stock, as determined from time
to time; but in no event, shall more than 750,000 shares be
reserved for issuance or issued hereunder, which amount
includes shares reserved for issuance under the Predecessor
Plan not previously subject to grant or award
thereunder.
Except as provided in
Section 3.3 hereof, the number of shares available for grant,
transfer, issuance or other payment under the Plan shall be
reduced by the number of shares actually granted,
transferred, issued or paid hereunder. Common Stock issued
under the Plan may be authorized and unissued shares, issued
shares held as treasury shares, shares acquired on the open
market or through private purchase.
3.3
Cancellation. Shares of Common
Stock covered by grants or awards that are canceled,
terminated, expired or otherwise lapse for any reason and
that are not exercised or that are exchanged for other forms
of compensation hereunder, shall again be available for grant
or issuance under the Plan.
3.4
Adjustment. In the event of any
merger, consolidation or reorganization of the Company with
another entity, there shall be substituted for each of the
shares of Common Stock then subject to the Plan the number
and kind of shares of stock or other securities to which the
holders of Common Stock are entitled in the
transaction.
In the event of any
recapitalization, stock dividend, stock split, combination of
shares or other change in the number of shares of Common
Stock then outstanding for which the Company does not receive
consideration, the number of shares of Common Stock then
subject to the Plan shall be adjusted in proportion to the
change in outstanding shares of Common Stock. In the event of
any such substitution or adjustment, the purchase price of
any Option shall be adjusted to the extent necessary to
prevent the dilution or enlargement of such grant
hereunder.
ARTICLE IV
ELIGIBILITY AND PARTICIPATION
Participants hereunder
shall be (a) Eligible Directors of the Company, (b) Eligible
Directors of an Affiliate, provided the Committee has
designated such Affiliate as a participating Affiliate
hereunder, as provided on Exhibit A hereto, and (c) any
member of the Board of Directors of the Company or an
Affiliate who elected to defer his or her Fees under the
terms of the Directors Predecessor Plan.
ARTICLE V
TRANSFER OF COMMON STOCK
5.1
Time of Transfer. Common Stock
shall be transferred annually to each Eligible Director or
subject to a Deferral Election by an Eligible Director in an
amount determined in accordance with Section 5.2 hereof as of
each June 30 th (the
“ Stock Transfer Date ”),
provided that the recipient thereof is an Eligible Director
as of such date.
5.2
Number of Shares. The number of
shares of Common Stock transferred by the Company to each
Eligible Director for receipt or deferral hereunder as of
each Stock Transfer Date shall be 300, which amount shall be
subject to adjustment, from time to time, as provided in
Section 3.4 hereof.
5.3
Restrictions on Transfer. Common
Stock acquired as of June 30, 2001, under this Article V
shall not be subject to sale, transfer, assignment, pledge,
mortgage or other disposition by an Eligible Director for a
period of six months and one day after the applicable date of
transfer. Common Stock subsequently acquired hereunder shall
be immediately transferable.
5.4
Deferral of Common Stock. In
lieu of the receipt of Common Stock hereunder, an Eligible
Director may execute a Deferral Election with respect to such
shares. Any such election shall comply with the provisions of
Article VI hereof. Common Stock deferred pursuant to such an
election shall be allocated to each affected
Participant’s Deferred Benefit Account in the form of
Common Stock Credits and shall be subject to the rules
otherwise applicable to such accounts and
credits.
ARTICLE VI
OPTIONS
6.1
Type of Options .
The term “ Option ”
shall mean the right to purchase shares of Common Stock from
the Company. Options granted hereunder shall be nonqualified
stock options. All such Options shall comply with the
provisions of Section 6.2 hereof.
6.2
Grant of Options .
Options shall be granted to each Eligible Director
hereunder, subject to the following terms and
conditions:
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a.
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Date of Grant. Options hereunder shall be
granted annually as of each Stock Transfer Date, provided the
recipient thereof is an Eligible Director as of such
date.
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b.
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Option Price. The price of any Option granted
hereunder shall be the Fair Market Value of Common Stock,
determined as of the date of grant.
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c.
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Amount. The number of shares of Common Stock
subject to each Option granted hereunder shall be 1,000 shares,
subject to adjustment as provided in Section 3.4 hereof. Effective
as of June 30, 2002, the number of shares of Common Stock subject
to each Option granted hereunder shall be 2,000 shares, subject to
adjustment as provided in Section 3.4 hereof.
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d.
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Term. Except as provided in Section 6.3,
Options granted hereunder on or after June 30, 2002, shall be
immediately exercisable; options granted prior to such date shall
be exercisable six months and one day after the Stock Transfer Date
on which such Options were granted. Options shall expire ten years
from the date of grant.
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e.
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Agreement. Options granted hereunder shall be
evidenced by a written agreement between the Committee and each
Eligible Director.
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6.3
Early Termination of Options
. Notwithstanding the provisions
of Section 6.2d hereof to the contrary, if a Participant
ceases to serve on the Board for any reason, including death,
disability or retirement, Options granted hereunder shall
expire 12 months after the date on which he or she ceases such
service.
6.4
Manner of Exercise; Issuance of Common Stock
. An Option shall be exercised,
in whole or in part, by providing notice to the Committee,
specifying the number of
shares
of Common Stock to be purchased and accompanied by the full
purchase price for such shares. The option price shall be
payable in the form of cash (including cash equivalents) or in
such other manner as may be authorized, from time to time, by
the Committee in the terms of any letter or other agreement
evidencing the terms of an Option, which may include by
delivery of shares of Common Stock held by the Participant
(whether mature or otherwise), or by a combination of Common
Stock and cash. Common Stock tendered in payment of the option
price shall be valued at Fair Market Value as of the date of
exercise.
A
Participant may exercise Options and sell the shares of Common
Stock acquired thereby pursuant to a brokerage or similar
arrangement and use the proceeds of any such sale as payment
of the purchase price of the shares.
As
soon as practicable after the receipt of written notification
or exercise and payment of the option price in full, the
Committee shall cause the Company to deliver to the
Participant, registered in the Participant’s name,
certificates representing shares of Common Stock in the
appropriate amount.
6.5
Rights as Shareholders .
Prior to the issuance of shares of Common Stock
upon the exercise of an Option, a Participant shall have no
rights as a shareholder with respect to the shares subject to
such Option.
6.6
Cause . If Cause
occurs with respect to any Participant, Options granted
hereunder which are unexercised as of the occurrence of such
Cause shall be forfeited. For this purpose “
Cause ” means that a Participant is
found guilty by a court of competent jurisdiction, pleads
guilty or pleads nolo contendere to any act of fraud
or dishonesty against the Company or its
Affiliates.
ARTICLE VII
DEFERRALS
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