Exhibit
10.1
Whitney
Holding Corporation
RESTRICTED STOCK UNIT
AGREEMENT
Non-transferable
G R A N
T TO
(“Grantee”)
by Whitney
Holding Corporation (the “Corporation”) of __
Restricted Stock Units (the “Units”) representing the
right to receive, on a one-for-one basis, shares of the
Corporation’s no par value common stock
(“Shares”), pursuant to and subject to the provisions
of the Whitney Holding Corporation 2007 Long-Term Compensation Plan
(the “Plan”) and to the Terms and Conditions (the
“Terms and Conditions”) set forth on the following
pages of this award agreement (this
“Agreement”). Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such
terms in the Plan.
The Units shall
vest (become non-forfeitable) on the third anniversary of the Grant
Date, provided Grantee has remained continuously employed by the
Corporation through such date, and subject to earlier vesting under
certain circumstances as set forth in Section 2 of the Terms and
Conditions. The Units shall convert into Shares in accordance with
Section 3 of the Terms and Conditions.
By accepting
this award, Grantee shall be deemed to have agreed to the terms and
conditions of this Agreement and the Plan, and to acknowledge that
he or she has received a copy of the Plan and the Plan’s
Prospectus. Grantee further agrees that the Committee
shall not be liable for any determination made in good faith with
respect to the Plan or the terms of this Agreement.
IN WITNESS
WHEREOF, Whitney Holding Corporation, acting by and through its
duly authorized officers, has caused this Agreement to be executed
as of the Grant Date.
WHITNEY
HOLDING CORPORATION
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Grant
Date: June 23, 2009
Accepted by
Grantee:
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TERMS AND
CONDITIONS
1. Grant
of Units . Each Unit represents the right to receive
one Share of the Corporation’s common stock on the terms set
forth in this Agreement.
2. Vesting of
Units . The Units have been credited to a
bookkeeping account on behalf of Grantee. The Units will
vest and become non-forfeitable on the earliest to occur of the
following (the “Vesting Date”):
(a) The third anniversary of the
Grant Date,
(b) As to a pro
rata number of the Units, on the termination of Grantee’s
employment due to death or Disability, determined by multiplying
the number of Units originally granted by a fraction, the numerator
of which is the number of days elapsed from the Grant Date to the
date of such termination of employment and the denominator of which
is 1095,
(c) As to a pro rata number of the
Units, on the termination of Grantee’s employment due to
Retirement or involuntary severance without Cause after the second
anniversary of the Grant Date, determined by multiplying the number
of Units originally granted by a fraction, the numerator of which
is the number of days elapsed from the Grant Date to the date of
such termination of employment and the denominator of which is
1095, or
(d) As to all
of the Units, upon the occurrence of a Change of Control that meets
the definition of a “change in control event” under
Section 409A of the Code and applicable regulations
thereunder.
If
Grantee’s employment terminates prior to the Vesting Date for
any reason other than as described in (b) or (c) above, Grantee
shall forfeit all right, title and interest in and to the Units as
of the date of such termination and the Units will be reconveyed to
the Corporation without further consideration or any act or action
by Grantee. Any Units that fail to vest in accordance
with the terms of this Agreement will be forfeited and reconveyed
to the Corporation without further consideration or any act or
action by Grantee.
3. Conversion
to Shares . Subject to the following sentence, the
Units that vest will be converted to actual Shares (one Share per
vested Unit) within 30 days following the Vesting Date (such date
of conversion of the Units into Shares, the “Conversion
Date”), provided, however , that if the Conversion
Date occurs by reason of Grantee’s termination of employment,
and such termination of employment occurs during a period in which
Grantee is a “specified employee” (as defined under
Section 409A of the Code and
