Exhibit 10.1
June 29, 2009
GOLDMAN, SACHS &
CO.
KEEFE, BRUYETTE & WOODS,
INC.
as Representatives of the
several
Underwriters to be named in
the
within-mentioned Underwriting
Agreement
787 Seventh Avenue
4 th Floor
New York, New York 10019
Re: Proposed Public Offering by
IBERIABANK Corporation
Ladies and Gentlemen:
The undersigned, a shareholder and
an executive officer and/or director, or proposed shareholder of
IBERIABANK Corporation, a Louisiana corporation (the “
Company ”), understands that Keefe,
Bruyette & Woods, Inc. and Goldman, Sachs & Co.
(“ Representatives ”) proposes to enter into a
Underwriting Agreement (the “ Underwriting Agreement
”) with the Company providing for the public offering of
shares (the “ Securities ”) of the
Company’s common stock, $1.00 par value per share (the
“ Common Stock ”). In recognition of the benefit
that such an offering will confer upon the undersigned, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned agrees with each
underwriter to be named in the Underwriting Agreement that, during
a period of 90 days from the date of the Underwriting Agreement,
the undersigned will not, without the prior written consent of the
Representatives, directly or indirectly, (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer any
shares of the Company’s Common Stock or any securities
convertible into or exchangeable or exercisable for Common Stock,
whether now owned or hereafter acquired by the undersigned or with
respect to which the undersigned has or hereafter acquires the
power of disposition, or file any registration statement under the
Securities Act of 1933, as amended, with respect to any of the
foregoing or (ii) enter into any swap or any other agreement
or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the Common
Stock, whether any such swap or transaction is to be settled by
delivery of Common Stock or other securities, in cash or otherwise.
In the event that either (i) during the period that begins on
the date that is 15 calendar days plus three (3) business days
before the last day of the 90-day restricted period and ends on the
last day of the 90-day restricted period, the Company issues an
earnings release or material news or a material event relating to
the Company occurs, or (ii) prior to the expiration of the
90-day restricted period, the Company announces that it will
release earnings results during the 16-day period beginning on the
last day of the 90-day restricted period, the restrictions set
forth herein will continue to apply until the expiration of the
date t
