Whitney
Holding Corporation
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Non-transferable
G R A
N T T O
(“Grantee”)
by Whitney Holding Corporation (the
“Corporation”) of Performance-Based
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 set forth
on the following pages of this award agreement (this
“Agreement”).
The target number of Units subject to this
award is _________ (the “Target
Award”). Depending on the Corporation’s
composite percentile ranking as compared to a select group of Peer
Banks listed in Exhibit B in the categories of Total
Shareholder Return (“TSR”) and Return on Equity
(“ROE”) for the three-year period ending December 31,
2010, Grantee may earn up to 200% of the Target Award, in
accordance with the performance matrix attached hereto as
Exhibit A .
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
By:
|
Grant Date: June 24, 2008
|
TERMS AND CONDITIONS
1.
Defined Terms . Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such
terms in the Plan. In addition, for purposes of this
Agreement:
|
|
Total Shareholder Return
(“TSR”) and Return on Equity
(“ROE”) are non-GAAP financial measures for the
Corporation for a given year. ROE is reflected in the
Corporation’s year-end earnings release and TSR will be
determined by applying a standard calculation methodology.
|
|
|
Performance Cycle means the period
beginning on January 1, 2008 and ending on December 31, 2010, or,
if a Change in Control occurs prior to December 31, 2010, the
period beginning on January 1, 2008 and ending on the December 31
next preceding the date of the Change in Control.
|
|
|
Peer Banks , for each year in the
Performance Cycle, means the bank peer group designated on Exhibit
B attached hereto.
|
|
|
Prorated Target Award means, in the
case of Grantee’s termination prior to the Vesting Date due
to death, Disability, Retirement or involuntary severance without
Cause, the Target Award multiplied 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.
|
|
|
Vesting Date means the earlier of June
24, 2011 or the occurrence of a Change in Control.
|
2.
Vesting of Units . The Units subject to the
Target Award (or the Prorated Target Award, if applicable) will be
adjusted based on the performance of the Corporation as provided on
Exhibit A attached hereto, and will vest and become
nonforfeitable on the Vesting Date, provided that Grantee is
employed by the Corporation or any of its Affiliates on the Vesting
Date or has incurred a prior termination of employment due to
death, Disability, Retirement or involuntary severance without
Cause. If Grantee’s employment terminates prior to
the Vesting Date for any reason other than Grantee’s death,
Disability, Retirement or involuntary severance without Cause,
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) as soon as practicable after the
Vesting Date (the “Conversion Date”), but in no event
later than December 31 of the year in which the Vesting Date
occurs. Shares will be registered on the books of the
Corporation in Grantee’s name as of the Conversion Date and
delivered to Grantee as soon as practical thereafter, in
certificated or uncertificated form, as Grantee shall direct.
4.
Dividend Equivalents . If and when cash dividends
or other cash distributions are declared with respect to the Shares
while the Units are outstanding, the dollar amount of such
dividends or distributions (“Dividend Equivalents”)
with respect to the number of Shares then underlying the Target
Award (or the Prorated Target Award, if applicable) will be paid to
Grantee in the form of cash, or if made available by the
Corporation and at the election of Grantee, reinvested under a
stockholder investment service agreement on the date such dividend
or distribution is paid to shareholders of the Cor
