Exhibit 10.13
HANCOCK WHITNEY CORPORATION
2022 PERFORMANCE STOCK AWARD AGREEMENT
<Name>
This Performance Stock Award Agreement including Appendix A attached hereto and made a part hereof by this reference, (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.
Subject to the terms and conditions set forth herein, the Units subject to this Award will vest on the first day of the month of the third anniversary date of the Grant Date (the “Regular Vesting Date”).
For purposes of this Agreement, “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.
All Units for which all of the requirements of this Section 3 have been satisfied shall become vested and shall thereafter be payable in accordance with Section 4 hereof. Any Units that are not earned in accordance with the terms set forth above will be forfeited to the Company without further consideration or any act or action by the Participant. If the Participant’s employment with the Company or a Subsidiary terminates prior to the Actual Vesting Date as described above, the Participant shall forfeit all rights, title and interest in and to the earned Units as of the date of such termination and the Units will be forfeited to the Company without further consideration or any act or action by the Participant.
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 8.
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 Units indicates the Participant’s acceptance of this Agreement and the terms and provisions of this grant.