EXHIBIT 10.2
STOCK OPTION
AGREEMENT
UNDER THE
IBERIABANK
CORPORATION
2008 STOCK INCENTIVE
PLAN
THIS AGREEMENT
entered into as of, between
IBERIABANK Corporation (“IBKC” or the
“Company”) and
(“Optionee”) (the “Agreement”), in
accordance with the terms of the IBERIABANK Corporation 2008 Stock
Incentive Plan (the “Plan”). Capitalized terms shall
have the same meaning as set forth in the Plan, unless the context
clearly indicates otherwise.
1. Grant of Option
1.1 IBKC hereby
grants to Optionee effective
(the “Date of Grant”), the option to purchase up to
shares of Common Stock (the “Option”) at an exercise
price of $ per share (the “Exercise
Price”). (1) The Option shall vest,
become exercisable and expire as provided in Section 2
below.
1.2 The Option is intended to be
treated as an incentive stock option (an “ISO”) under
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), unless designated herein as a
non-qualified stock option (a “Non-ISO”). If the Option
is designated as an ISO and is not eligible for such treatment, the
ineligible portion shall be treated as a Non-ISO.
2. Time of
Exercise
2.1 Subject to the provisions of the
Plan and this Agreement, the Optionee shall be entitled to exercise
the Option as follows:
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Years of Continuous
Employment After Date
of
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Percentage of Total
Shares Of Common
Stock
Subject to Option
Which
May be Exercised
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After 1 year
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14.286 (2)
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After 2 years
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28.572
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After 3 years
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42.858
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After 4 years
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57.144
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After 5 years
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71.430
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After 6 years
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85.716
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After 7 years
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100.000
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(1)
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The exercise price must be at
least 100% of the Fair Market Value.
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(2)
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Option can be exercised to
receive stock beginning one year from grant; however, you must hold
the stock for two years from the date of the grant of the Option
and for one year after exercise of the Option in order to receive
most favorable tax treatment. Optionees should consult their own
tax advisor in determining individual tax consequences.
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2.2 The Option shall expire and may
not be exercised later than ten years following the Date of
Grant.
2.3 Notwithstanding the foregoing,
the Option shall become accelerated and immediately exercisable in
the event of Optionee’s termination of employment as a result
of death or disability and in the event of a Change in Control as
provided in Section 13(c) of the Plan.
2.4 The Option shall be exercised in
the manner set forth in the Plan, using the exercise form attached
hereto as Exhibit A . The exercise price may be paid in
cash, check, Shares or through a cashless exercise program through
a broker, all on the terms provided in the Plan.
3. Conditions for Exercise of
Option
3.1 During Optionee’s
lifetime, the Option may be exercised only by the Optionee or by
the Optionee’s guardian or legal representative. The Option
must be exercised while Optionee is employed by IBKC, or in the
event of a termination of employment, for such period following
termination under certain circumstances, as may be provided in
Section 6(h) of the Plan. Notwithstanding the foregoing, no
Option may be exercised more than ten years following the Date of
Grant.
3.2 In the event the Optionee is
discharged from the employ of IBKC or a subsidiary company for
Cause, as defined in the Plan, the Optionee shall forfeit the right
to exercise any portion of this Option, which shall be immediately
null and void.
4. Additional
Conditions
Anything in this Agreement to the
contrary notwithstanding, if at any time IBKC further determines,
in its sole discretion, that the listing, registration or
qualification (or any updating of any such document) of the shares
of Common Stock issuable pursuant to the exercise of an Option is
necessary on any securities exchange or under any federal or state
securities or blue sky law, or that the consent or approval of any
governmental regulatory body is necessary or desirable as a
condition of, or in connection with the issuance of shares of
Common Stock pursuant thereto, or the removal of any restrictions
imposed on such shares, such shares of Common Stock shall not be
issued, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to IBKC.
5. Taxes
5.1 IBKC may make such provisions as
it may deem appropriate for the withholding of any federal, state
and local taxes that it determines are required to be withheld on
the exercise of the Option. By signing this Option, the Optionee
agrees that he or she is solely responsible
