Exhibit 10.11
HANCOCK WHITNEY CORPORATION
2022 RESTRICTED STOCK UNIT AWARD AGREEMENT
<Name>
This Restricted Stock Unit Award Agreement (this “Agreement”) is made effective as of the <Grant Date> (the “Grant Date”) set forth below by and between Hancock Whitney Corporation, a Mississippi corporation (the “Company”), and <Name>, an associate of the Company (the “Participant”). This Award is granted by the Compensation Committee of the Hancock Whitney Corporation Board of Directors (the “Committee”) pursuant to the terms of the Hancock Whitney Corporation 2020 Long Term Incentive Plan, as it may be amended and/or restated (the “Plan”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
Vesting Date | Percent of RSUs Vesting |
<Vesting Date 1> | <Vesting Percent> |
<Vesting Date 2> | <Vesting Percent> |
<Vesting Date 3> | <Vesting Percent> |
<Vesting Date 4> | <Vesting Percent> |
<Vesting Date 5> | <Vesting Percent> |
If the Participant has a Termination of Employment prior to a Vesting Date for any reason other than as described in Section 4(B) above, the Participant shall forfeit all right, title and interest in and to the then unvested portion of the Award as of the date of such Termination of Employment and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by the Participant.
For purposes of this agreement:
“Good Reason” has the meaning, if any, assigned such term (or similar term denoting constructive termination) in any employment, severance or similar agreement, if any, between the Participant and the Company or a Subsidiary); provided, however, that if there is no such employment severance or similar agreement in which such term is defined, “Good Reason” shall mean a reduction of more than 10% in the Participant’s base salary, a transfer to a position with a pay grade more than two pay grades below the Participant’s current position or a transfer to a jobsite more than 35 miles from the Participant’s current jobsite. However, none of such actions shall constitute “Good Reason” unless (i) the Participant provides the Company notice of the existence of such condition within ninety (90) days of the initial existence thereof specifically identifying the acts or omissions constituting the grounds for Good Reason and a period of at least thirty (30) days following such notice within which to remedy such condition, and (ii) the Participant’s termination occurs within the two-year period following the initial existence of such condition.
“Pro Rata Amount” shall mean the number of RSUs (rounded to the nearest whole number) equal to the product of (i) the number of RSUs scheduled to vest on the next scheduled Vesting Date, times (ii) a fraction, the numerator of which is the number of whole months between (x) the later of the Grant Date or the most recent scheduled Vesting Date and (y) the date of the Participant’s Termination of Employment, and the denominator of which is 12.
“Retirement” shall mean the Participant’s voluntary Termination of Employment (i) after attaining age 65 with at least five (5) years of service with the Company or (ii) after attaining age 55 with at least ten (10) years of service with the Company.
For this purpose, “Net Shares” shall mean the Final Award in which the Participant has become vested, reduced by the number of Shares, if any, withheld by the Company for the sole purpose of satisfying the Participant’s tax liabilities and related fees, if any, related to the settlement event as set forth in Section 9.
In addition to this Agreement, the Award granted to the Participant hereunder is subject to the terms and conditions set forth in the Plan; and in the event of any conflict between the provisions of this Agreement and the Plan, the Plan shall control. The Participant’s Award is also subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Except where the context clearly implies or indicates to the contrary, a word, term, or phrase used in the Plan has the same meaning when used in this Agreement.
This Agreement is required by the Plan. This Agreement is binding upon, and inures to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company's assets and business. The Participant’s rights hereunder are personal to the Participant and may not be assigned to any other person or persons. This Agreement is binding on the Participant and the Participant’s beneficiaries, heirs and personal representatives.
The Participant’s electronic acceptance of this Award of RSUs indicates the Participant’s acceptance of this Agreement and the terms and provisions of this grant.