EXHIBIT 10.1
RESTRICTED STOCK
AGREEMENT
UNDER THE IBERIABANK
CORPORATION
2008 STOCK INCENTIVE
PLAN
THIS INCENTIVE AGREEMENT
(“Agreement”) is entered into as of
, 200 , between IBERIABANK
Corporation (“IBKC” or the “Company”) and
(the “Award Recipient”).
WHEREAS, under the 2008 Stock
Incentive Plan (the “Plan”), the Compensation Committee
of the IBKC Board of Directors (the “Committee”) may,
among other things, award shares of common stock of IBKC (the
“Common Stock”), in the form of restricted stock
(“Restricted Stock”) to a key employee or Director of
IBKC or one of its subsidiaries (collectively, the
“Company”);
NOW, THEREFORE, in consideration of
the premises, it is agreed as follows:
1. Conditional Award of
Restricted Stock
Pursuant to the terms of the Plan,
the Award Recipient is hereby awarded, subject to the other terms,
conditions, and restrictions contained herein,
shares of Restricted Stock.
2. Award
Restrictions
2.1 The shares of Restricted Stock
and the right to vote them and to receive dividends thereon may not
be sold, assigned, transferred, exchanged, pledged, hypothecated or
otherwise encumbered until such time as the shares vest and the
restrictions imposed thereon lapse, as provided below.
2.2 The shares of Restricted Stock
issued to the Award Recipient shall become vested and
nonforfeitable as to one third (33-1/3%) of the shares upon each of
the three anniversaries of the annual meeting of the
Company’s shareholders following the date of this award;
provided that on each vesting date if a fraction of a share would
vest, a whole share shall vest in lieu thereof and on the last date
the number of shares that vest will be the total number of shares
awarded less the total number of shares previously vested; and
provided further that on the applicable vesting date the Award
Recipient is in the employ of or serving as a member of the Board
of IBKC. The period during which the restrictions imposed on the
shares of Restricted Stock by the Plan and this Agreement are in
effect is referred to herein as the “Restricted
Period.” During the Restricted Period, the Award Recipient
shall be entitled to all rights of a shareholder of IBKC, including
the right to vote such shares of Restricted Stock and to receive
dividends thereon.
2.3 All restrictions on the
Restricted Stock issued to the Award Recipient shall immediately
lapse and the shares shall vest (a) if the Award Recipient
dies while he is employed by or serving on the Board of the
Company, (b) if the Award Recipient becomes disabled, which
means any physical or mental impairment which qualifies the Award
Recipient for disability
benefits under the applicable long-term
disability plan maintained by the Company or, if no such plan
applies, which would qualify such Award Recipient for disability
benefits under the Federal Social Security System, or (c) if
service on the Board terminates due to ineligibility for
re-election to serve on the Board because of having reached the
mandatory retirement age. Unless otherwise determined by the
Committee, the Award Recipient shall forfeit his or her unvested
Restricted Stock upon the termination of his or her service to the
Company, for any reason, other than as provided in the foregoing
sentence.
3. Stock
Certificates
3.1 Certificates representing shares
of Restricted Stock shall be registered in the name of the Award
Recipient and deposited with IBKC, together with a stock power
endorsed in blank by the Award Recipient, substantially in the form
attached hereto as Exhibit A . Each such certificate shall
bear a legend in substantially the following form:
The transferability of this
certificate and the shares of Common Stock represented by it is
subject to the terms and conditions (including conditions of
forfeiture) contained in the IBERIABANK Corporation 2008 Stock
Incentive Plan (the “Plan”) and an agreement between
the registered owner and IBERIABANK Corporation thereunder. Copies
of the Plan and the agreement are on file and available for
inspection at the principal office of IBERIABANK
Corporation.
3.2 Upon the lapse of restrictions
on any shares of Restricted Stock issued to the Award Recipient,
IBKC shall cause a stock certificate without a restrictive legend
representing such shares of Restricted Stock to be issued in the
name of the Award Recipient or his nominee within 30 days after the
end of the Restricted Period. Upon receipt of such stock
certificate, the Award Recipient is free to hold or dispose of the
shares of Common Stock represented by such certificate subject to
applicable securities laws.
4. Dividends
Any dividends paid on the shares of
Restricted Stock granted to the Award Recipient shall be paid to
the Award Recipient as soon as practicable following the date such
dividends are declared and paid to the Company’s
shareholders.
5. Withholding
Taxes
5.1 IBKC shall have the right to
withhold from any payments or stock issuances under the Plan, or to
collect as a condition of payment, any taxes required by law to be
withheld. By signing this Award Agreement, the Award Participant
agrees that he or she is solely responsible for the satisfaction of
any taxes that may arise (including taxes arising under Sections
409A or 4999 of the Code) and that IBKC shall not have any
obligation whatsoever to pay such taxes.
-2-
5.2 Unless an Award Recipient timely
makes the election described in Section 5.3, at the time that
all or any portion of the Restricted Stock vests the Award
Recipient must deliver to IBKC the amount of income tax withholding
required by law. In accordance with the terms of the Plan, the
Award Recipient may satisfy the tax withholding obligation by
electing (the “Election”) to have IBKC withhold from
the Shares the Award Recipient otherwise would receive Shares of
Common Stock having a value equal to the minimum amount required to
be withheld. The value of the shares to be withheld shall be based
on the Fair Market Value of the Common Stock on
