EXHIBIT 10.1
IBERIABANK CORPORATION
2001 INCENTIVE COMPENSATION PLAN
1. PURPOSE. The purpose of the 2001 Incentive Compensation Plan (the
"Plan") of IBERIABANK Corporation ("IBKC") is to increase shareholder value and
to advance the interests of IBKC and its subsidiaries (collectively, the
"Company") by furnishing a variety of equity incentives (the "Incentives")
designed to strengthen the mutuality of interests between employees, directors
and officers and IBKC's shareholders. Incentives may consist of opportunities
to purchase or receive shares of IBKC's common stock (the "Common Stock"), on
terms determined under the Plan. As used in the Plan, the term "subsidiary"
means any corporation of which IBKC owns (directly or indirectly) within the
meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), 50 percent or more of the total combined voting power of all classes of
stock.
2. ADMINISTRATION.
2.1 COMPOSITION. The Plan shall be administered by the compensation
committee of the Board of Directors of IBKC (the "Board"), or by a subcommittee
of the compensation committee. The committee or subcommittee that administers
the Plan shall hereinafter be referred to as the ("Committee"). The Committee
shall consist of not fewer than two members of the Board, each of whom shall (a)
qualify as a "non-employee director" under Rule 16b-3 under the Securities
Exchange Act of 1934 (the "1934 Act"), and (b) qualify as an "outside director"
under Section 162(m) of the Code and the regulations thereunder.
2.2 AUTHORITY. The Committee shall have plenary authority to award
Incentives under the Plan, to interpret the Plan, to establish any rules or
regulations relating to the Plan that it determines to be appropriate, to enter
into agreements with or provide notices to participants as to the terms of the
Incentives (the "Incentive Agreements") and to make any other determination that
it believes necessary or advisable for the proper administration of the Plan.
Its decisions in matters relating to the Plan shall be final and conclusive on
the Company and participants. The Board may delegate its authority hereunder to
the extent provided in Section 3.
3. ELIGIBLE PARTICIPANTS.
3.1 EMPLOYEES AND OFFICERS. Employees and officers of the Company
(including officers who also serve as directors of the Company) shall become
eligible to receive Incentives under the Plan when designated by the Committee.
Employees may be designated individually or by groups or categories, as the
Committee deems appropriate. With respect to participants not subject to
Section 16 of the 1934 Act or Section 162(m) of the Code, the Committee may
delegate to appropriate personnel of the Company its authority to designate
participants, to determine the size and type of Incentives to be received by
those participants and to determine or modify performance objectives for those
participants.
3.2 CONSULTANTS. Consultants and Advisors who are natural persons and
perform bona fide services to IBKC that are not in connection with the offer or
sale of securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for IBKC's securities, shall become
eligible to receive Incentives under the Plan when designated by the Committee.
3.3 NEW DIRECTORS. An individual upon his first election or
appointment to the Board of Directors of IBKC or a subsidiary shall be eligible
to receive stock options or restricted stock under the Plan, in amounts
designated by the Committee, provided that, notwithstanding any other provision
of the Plan to the contrary, the date of grant or award of any such Incentive
shall be the date of such person's first election or appointment and, in the
case of a stock option, the exercise price shall be the fair market value of the
shares subject to such option on the date of such election or appointment.
4. SHARES SUBJECT TO THE PLAN
4.1 TYPE OF COMMON STOCK. The shares of Common Stock with respect to
which Incentives may be granted under the Plan shall be currently authorized but
unissued shares or shares currently held or subsequently acquired by IBKC as
treasury shares, including shares purchased in the open market or in private
transactions.
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4.2 MAXIMUM NUMBER OF SHARES. Subject to the following provisions of
this Section 4, the maximum number of shares of Common Stock that may be
delivered to Participants and their beneficiaries under the Plan shall be
500,000 shares of Common Stock.
4.3 SHARE COUNTING. If permitted by the Plan and the Committee, any
Incentive may be settled in cash rather than Common Stock. To the extent any
shares of Common Stock covered by an Incentive are not delivered to a
participant or beneficiary because the Incentive is forfeited or cancelled, or
the shares of Common Stock are not delivered because the Incentive is settled in
cash or used to satisfy the applicable tax withholding obligation, such shares
shall not be deemed to have been delivered for purposes of determining the
maximum number of shares of Common Stock available for delivery under the Plan.
If the exercise price of any stock option granted under the Plan is satisfied by
tendering shares of Common Stock to the Company (by either actual delivery or by
attestation), only the number of shares of Common Stock issued net of the shares
of Common Stock tendered shall be deemed delivered for purposes of determining
the maximum number of shares of Common Stock available for delivery under the
Plan.
4.4 ADJUSTMENT. In the event of any recapitalization, stock dividend,
stock split, combination of shares or other change in the Common Stock, all
limitations on numbers of shares of Common Stock provided in this Section 4 and
the number of shares of Common Stock subject to outstanding Incentives shall be
adjusted in proportion to the change in outstanding shares of Common Stock. In
addition, in the event of any such change in the Common Stock, the Committee
shall make any other adjustment that it determines to be equitable, including
adjustments to the exercise price of any option, the performance objectives of
any Incentive, and the shares of Common Stock issuable pursuant to any Incentive
in order to provide participants with the same relative rights before and after
such adjustment.
5. STOCK OPTIONS. A stock option is a right to purchase shares of Common
Stock from IBKC. Each stock option granted by the Committee under this Plan
shall be subject to the following terms and conditions:
5.1 PRICE. The exercise price per share shall be determined by the
Committee, subject to adjustment under Section 4.5; provided that in no event
shall the exercise price be less than the Fair Market Value of a share of Common
Stock on the date of grant, except in the case of a stock option granted in
assumption of or in substitution for an outstanding award of a company acquired
by IBKC or with which IBKC combines.
5.2 NUMBER. The number of shares of Common Stock subject to the option
shall be determined by the Committee, subject to the limitations and adjustments
provided in Section 4 hereof.
5.3 DURATION AND TIME FOR EXERCISE. Subject to earlier termination as
provided in Section 8.4 and 8.12, the term of each stock option shall be
determined by the Committee. Each stock option shall become exercisable at such
time or times during its term as shall be determined by the Committee. The
Committee may accelerate the exercisability of any stock option at any time.
5.4 REPURCHASE. Upon approval of the Committee, IBKC may repurchase
all or a portion of a previously granted stock option from a participant by
mutual agreement before such option has been exercised by payment to the
participant of cash or Common Stock or a combination thereof with a value equal
to the amount per share by which: (a) the Fair Market Value (as defined in
Section 8.11) of the Common Stock subject to the option at the close of trading
on the business day immediately preceding the date of purchase exceeds (b) the
exercise price.
5.5 MANNER OF EXERCISE. A stock option may be exercised, in whole or
in part, by giving written notice to IBKC, specifying the number of shares of
Common Stock to be purchased. The exercise notice shall be accompanied by the
full purchase price for such shares. The option price shall be payable in
United States dollars and may be paid by (a) cash; (b) uncertified or certified
check; (c) delivery of shares of Common Stock, which shares shall be valued for
this purpose at the Fair Market Value on the business day immediately preceding
the date such option is exercised and, unless otherwise determined by the
Committee, shall have been held by the optionee for at least six months; (d) if
permitted by the Committee, delivery of a properly executed exercise notice
together with irrevocable instructions to a broker approved by IBKC (with a copy
to IBKC) to deliver promptly to IBKC the amount of sale or loan proceeds to pay
the exercise price; or (e) in such other manner as may be authorized from time
to time by the Committee. In the case of delivery of an uncertified check upon
exercise of a stock option, no shares shall be issued until the check has been
paid in full. Prior to the issuance of shares of Common Stock upon the exercise
of a stock option, a participant shall have no rights as a shareholder.
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5.6 REPRICING. Except for adjustments pursuant to Section 4.5, the
exercise price for any outstanding option granted under the Plan may not be
decreased after the date of grant nor may an outstanding option granted under
the Plan be surrendered to IBKC as consideration for the grant of a new option
with a lower exercise price.
5.7 INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to
the contrary, the following additional provisions shall apply to the grant of
stock options that are intended to qualify as incentive stock options (as such
term is defined in Section 422 of the Code):
(a) Any incentive stock option authorized under the Plan shall
contain such other provisions as the Committee shall deem advisable, but
shall in all events be consistent with and contain or be deemed to contain
all provisions required in order to qualify the options as incentive stock
options;
(b) All incentive stock options must be granted within ten years
from the date on which this Plan was adopted by the Board;
(c) Unless sooner exercised, all incentive stock options shall
expire no later than ten years after the date of grant;
(d) No incentive stock option shall be granted to any participant
who, at the time such option is granted, would own (within the meaning of
Section 422 of the Code) stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the employer corporation or
of its parent or subsidiary corporation; and
(e) The aggregate Fair Market Value (determined with respect to
each incentive stock option as of the time such incentive stock option is
granted) of the Common Stock with respect to which incentive stock options
are exercisable for the first time by a participant during any calendar year
(under the Plan or any other plan of the Company) shall not exceed $100,000.
To the extent that such limitation is exceeded, such options shall not be
treated, for federal income tax purposes, as incentive stock options.
6. RESTRICTED STOCK.
6.1 GRANT OF RESTRICTED STOCK. The Committee may award shares of
restricted stock to such persons as it determines to be eligible pursuant to
Section 3. An award of restricted stock may be subject to the attainment of
specified performance goals or targets, restrictions on transfer, forfeitability
provisions and such other terms and conditions as the Committee may determine,
subject to the provisions of the Plan. To the extent restricted stock is
intended to qualify as performance based compensation under Section 162(m) of
the Code, it must meet the additional requirements imposed thereby.
6.2 THE RESTRICTED PERIOD. At the time an award of restricted stock is
made, the Committee shall establish a period of time during which the transfer
of the shares of restricted stock shall be restricted (the "Restricted Period").
Each award of restricted stock may have a different Restricted Period. Unless
otherwise provided in the Incentive Agreement, the Committee may in its
discretion declare the Restricted Period terminated upon a participant's death,
disability, retirement or involuntary termination and permit the sale or
transfer of the restricted stock. The expiration of the Restricted Period shall
also occur as provided under Section 8.12 upon a Change of Control of the
Company.
6.3 ESCROW. The participant receiving restricted stock shall enter
into an Incentive Agreement with IBKC setting forth the conditions of the grant.
Certificates representing shares of restricted stock shall be registered in the
name of the participant and deposited with IBKC, together with a stock power
endorsed in blank by the participant. 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 2001
Incentive Compensation 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 the Company.
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6.4 DIVIDENDS ON RESTRICTED STOCK. Any and all cash and stock
dividends paid with respect to the shares of restricted stock shall be subject
to any restrictions on transfer, forfeitability provisions or reinvestment
requirements as the Committee may, in its discretion, prescribe in the Incentive
Agreement.
6.5 FORFEITURE. In the event of the forfeiture of any shares of
restricted stock under the terms provided in the Incentive Agreement (including
any additional shares of restricted stock that may result from the reinvestment
of cash and stock dividends, if so provided in the Incentive Agreement), such
forfeited shares shall be surrendered and the certificates cancelled. The
participants shall have the same rights and privileges, and be subject to the
same forfeiture provisions, with respect to any additional shares received
pursuant to Section 4.5 due to a recapitalization, stock split or other change
in capitalization.
6.6 EXPIRATION OF RESTRICTED PERIOD. Upon the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions prescribed by the Committee or at such earlier time as provided for
in Section 6.2 and in the Incentive Agreement or an amendment thereto, the
restrictions applicable to the restricted stock shall lapse and a stock
certificate for the number of shares of restricted stock with respect to which
the restrictions have lapsed shall be delivered, free of all such restrictions
and legends other than those required by law, to the participant or the
participant's estate, as the case may be.
6.7 RIGHTS AS A SHAREHOLDER. Subject to the terms and conditions of
the Plan and subject to any restrictions on the receipt of dividends that may be
imposed in the Incentive Agreement, each participant receiving restricted stock
shall have all the rights of a shareholder with respect to shares of stock
during any period in which such shares are subject to forfeiture and
restrictions on transfer, including without limitation, the right to vote such
shares.
6.8 PERFORMANCE-BASED RESTRICTED STOCK. The Committee shall determine
at the time of grant if a grant of restricted stock is intended to qualify as
"performance-based compensation" as that term is used in Section 162(m) of the
Code. Any such grant shall be conditioned on the achievement of one or more
performance measures. The performance measures pursuant to which the restricted
stock shall vest may include but shall not be limited to any or a combination of
the following: earnings per share, return on assets, an economic value added
measure, stockholder return, earnings, return on equity, return on investment,
cash provided by operating activities or increase in cash flow of the Company, a
division of IBKC or a subsidiary. For any performance period, such performance
objectives may be measured on an absolute basis or relative to a group of peer
companies selected by the Committee, relative to internal goals or relative to
levels attained in prior years. For grants of restricted stock intended to
qualify as "performance-based compensation," the grants of restricted stock and
the establishment of performance measures shall be made during the period
required under Section 162(m)
7. OTHER STOCK-BASED AWARDS.
7.1 GRANT OF OTHER STOCK-BASED AWARDS. The Committee is authorized to
grant "Other Stock-Based Awards," which shall consist of awards the value of
which is based in whole or in part on the value of shares of Common Stock, that
is not an instrument or award specified in Sections 5 or 6 of the Plan. Other
Stock-Based Awards may be awards of shares of Common Stock or may be denominated
or payable in, valued in whole or in part by reference to, or otherwise based on
or related to, shares of Common Stock (including, without limitation, securities
convertible or exchangeable into or exercisable for shares of Common Stock ), as
deemed by the Committee consistent with the purposes of the Plan. The Committee
shall determine the terms and conditions of any such Other Stock-Based Award and
may provide that such awards would be payable in whole or in part in cash. An
Other Stock-Based Award may be subject to the attainment of such specified
performance goals or targets as the Committee may determine, subject to the
provisions of the Plan. To the extent that an Other Stock-Based Award is
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code, it must meet the additional requirements imposed thereby.
7.2 PERFORMANCE-BASED OTHER STOCK-BASED AWARDS. The Committee shall
determine at the time of grant if the grant of an Other Stock-Based Award is
intended to qualify as "performance-based compensation" as that term is used in
Section 162(m) of the Code. Any such grant shall be conditioned on the
achievement of one or more performance measures. The performance measures
pursuant to which the Other Stock-Based Award shall vest may include but shall
not be limited to any or a combination of the following: earnings per share,
return on assets, an economic value added measure, stockholder return, earnings,
return on equity, return on investment, cash provided by operating activities or
increase in cash flow of the Company, a division of IBKC or a
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subsidiary. For any performance period, such performance objectives may be
measured on an absolute basis or relative to a group of peer companies selected
by the Committee, relative to internal goals or relative to levels attained in
prior years. For grants of Other Stock-Based Awards intended to qualify as
"performance-based compensation," the grants of Other Stock-Based Awards and the
establishment of performance measures shall be made during the period required
under Section 162(m) of the Code.
8. GENERAL.
8.1 DURATION. Subject to Section 8.10, the Plan shall remain in effect
until all Incentives granted under the Plan have either been satisfied by the
issuance of shares of Common Stock or the payment of cash or been terminated
under the terms of the Plan and all restrictions imposed on shares of Common
Stock in connection with their issuance under the Plan have lapsed.
8.2 TRANSFERABILITY OF INCENTIVES. No Incentive granted hereunder may
be transferred, pledged, assigned or otherwise encumbered by the holder thereof
except:
(a) by will;
(b) by the laws of descent and distribution;
(c) in the case of stock options only, if permitted by the
Committee and so provided in the Incentive Agreement or an amendment
thereto, (i) pursuant to a domestic relations order, as defined in the Code,
(ii) to Immediate Family Members, (iii) to a partnership in which Immediate
Family Members, or entities in which Immediate Family Members are the sole
owners, members or beneficiaries, as appropriate, are the only partners,
(iv) to a limited liability company in which Immediate Family Members, or
entities in which Immediate Family Members are the sole owners, members or
beneficiaries, as appropriate, are the only members, or (v) to a trust for
the sole benefit of Immediate Family Members. "Immediate Family Members"
shall be defined as the spouse and natural or adopted children or
grandchildren of the participant and their spouses. To the extent that an
incentive stock option is permitted to be transferred during the lifetime of
the participant, it shall be treated thereafter as a non-qualified stock
option.
Any attempted assignment, transfer, pledge, hypothecation or other disposition
of an Incentive, or levy of attachment or similar process upon the Incentive not
specifically permitted herein, shall be null and void and without effect.
8.3 DIVIDEND EQUIVALENTS. In the sole and complete discretion of the
Committee, an Incentive may provide the holder thereof with dividends or
dividend equivalents, payable in cash, shares, other securities or other
property on a current or deferred basis.
8.4 EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. If a participant
ceases to be an employee of the Company for any reason, including death,
disability, early retirement or normal retirement, any Incentives may be
exercised, shall vest or shall expire at such times as may be determined by the
Committee in the Incentive Agreement.
8.5 ADDITIONAL CONDITION. Anything in this Plan to the contrary
notwithstanding: (a) IBKC may, if it shall determine it necessary or desirable
for any reason, at the time of award of any Incentive or the issuance of any
shares of Common Stock pursuant to any Incentive, require the recipient of the
Incentive, as a condition to the receipt thereof or to the receipt of shares of
Common Stock issued pursuant thereto, to deliver to IBKC a written
representation of present intention to acquire the Incentive or the shares of
Common Stock issued pursuant thereto for his own account for investment and not
for distribution; and (b) if at any time IBKC further determines, in its sole
discretion, that the listing, registration or qualification (or any updating of
any such document) of any Incentive or the shares of Common Stock issuable
pursuant thereto is necessary on any securities exchange or under any federal or
state securities or blue sky law, or that the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with the award of any Incentive, the issuance of shares of Common
Stock pursuant thereto, or the removal of any restrictions imposed on such
shares, such Incentive shall not be awarded or such shares of Common Stock shall
not be issued or such restrictions shall not be removed, as the case may be, in
whole or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to IBKC.
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8.6 INCENTIVE AGREEMENTS. The terms of each Incentive shall be stated
in an agreement or notice approved by the Committee.
8.7 WITHHOLDING.
(a) The Company 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.
(b) Any participant may, but is not required to, satisfy his or
her withholding tax obligation in whole or in part by electing (the
"Election") to have the Company withhold from the shares the participant
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 the
date that the amount of tax to be withheld shall be determined (the "Tax
Date"). Each Election must be made prior to the Tax Date. The Committee
may disapprove of any Election, may suspend or terminate the right to make
Elections, or may provide with respect to any Incentive that the right to
make Elections shall not apply to such Incentive.
8.8 NO CONTINUED EMPLOYMENT. No participant under the Plan shall have
any right, because of his or her participation, to continue in the employ of the
Company for any period of time or to any right to continue his or her present or
any other rate of compensation.
8.9 DEFERRAL PERMITTED. Payment of cash or distribution of any shares
of Common Stock to which a participant is entitled under any Incentive shall be
made as provided in the Incentive Agreement. Payment may be deferred at the
option of the participant if provided in the Incentive Agreement.
8.10 AMENDMENT OR DISCONTINUANCE OF THE PLAN. The Board may amend or
discontinue the Plan at any time; provided, however, that no such amendment may
(a) without the approval of the shareholders, (i) increase,
subject to adjustments permitted herein, the maximum number of shares of
Common Stock that may be issued through the Plan, (ii) materially increase
the benefits accruing to participants under the Plan (iii) materially expand
the classes of persons eligible to participate in the Plan, or (iv) amend
Section 5.6 to permit repricing of options, or
(b) materially impair, without the consent of the recipient, an
Incentive previously granted, except that the Company retains all rights
under Section 8.12 hereof.
8.11 DEFINITION OF FAIR MARKET VALUE. Whenever "Fair Market Value" of
Common Stock shall be determined for purposes of this Plan, it shall be
determined as follows: (i) if the Common Stock is listed on an established stock
exchange or any automated quotation system that provides sale quotations, the
closing sale price for a share of the Common Stock on such exchange or quotation
system on the day preceding the date as of which fair market value is to be
determined, (ii) if the Common Stock is not listed on any exchange or quotation
system, but bid and asked prices are quoted and published, the mean between the
quoted bid and asked prices on the day preceding the date as of which fair
market value is to be determined, and if bid and asked prices are not available
on such day, on the next preceding day on which such prices were available; and
(iii) if the Common Stock is not regularly quoted, the fair market value of a
share of Common Stock on the applicable date as established by the Committee in
good faith.
(a) A Change of Control shall mean:
(i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d) (3) or 14(d) (2) of the 1934 Act) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
1934 Act) of more than 30 percent of the outstanding shares of IBKC's Common
Stock, provided, however, that for purposes of this subsection (i), the
following acquisitions shall not constitute a Change of Control:
(A) any acquisition of Common Stock directly from IBKC,
(B) any acquisition of Common Stock by IBKC,
(C) any acquisition of Common Stock by any employee
benefit plan (or related trust) sponsored or maintained by IBKC or
any corporation controlled by IBKC, or
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(D) any acquisition of Common Stock by any corporation
pursuant to a transaction that complies with clauses (A), (B) and
(C) of subsection (iii) of this Section 8.12(a); or
(ii) individuals who, as of the date this Plan was adopted by
the Board (the "Approval Date"), constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the
Approval Date whose election, or nomination for election by IBKC's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered a member of the
Incumbent Board, unless such individual's initial assumption of office
occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than
the Incumbent Board; or
(iii) consummation of a reorganization, merger or
consolidation (including a merger or consolidation of IBKC or any direct or
indirect subsidiary of IBKC), statutory share exchange or sale or other
disposition of all or substantially all of the assets of IBKC (a "Business
Combination"), in each case, unless, following such Business Combination,
(A) all or substantially all of the individuals and
entities who were the beneficial owners of IBKC's outstanding
common stock and IBKC's voting securities entitled to vote
generally in the election of directors immediately prior to such
Business Combination have direct or indirect beneficial ownership,
respectively, of more than 50 percent of the then outstanding
shares of common stock, and more than 50 percent of the combined
voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, of the entity
resulting from such Business Combination (which, for purposes of
this paragraph (A) and paragraphs (B) and (C), shall include a
corporation which as a result of such transaction owns IBKC or all
or substantially all of IBKC's assets either directly or through
one or more subsidiaries), and
(B) except to the extent that such ownership existed prior
to the Business Combination, no person (excluding any entity
resulting from such Business Combination or any employee benefit
plan or related trust of IBKC or such corporation resulting from
such Business Combination) beneficially owns, directly or
indirectly, 20 percent or more of the then outstanding shares of
common stock of the corporation resulting from such Business
Combination or 20 percent or more of the combined voting power of
the then outstanding voting securities of such corporation, and
(C) at least a majority of the members of the board of
directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(iv) approval by the shareholders of IBKC of a plan of
complete liquidation or dissolution of IBKC.
(b) Upon a Change of Control, or immediately prior to the
closing of a transaction that will result in a Change of Control if
consummated, all outstanding Incentives granted pursuant to the Plan shall
automatically become fully vested and exercisable, all restrictions or
limitations on any Incentives shall lapse and all performance criteria and
other conditions relating to the payment of Incentives shall be deemed to be
achieved or waived by IBKC without the necessity of action by any person.
(c) No later than 30 days after the approval by the Board of a
Change of Control of the types described in subsections (iii) or (iv) of
Section 8.12(a) and no later than 30 days after a Change of Control of the
type described in subsections (i) and (ii) of Section 8.12(a), the Committee
(as the Committee was composed immediately prior to such Change of Control
and notwithstanding any removal or attempted removal of some or all of the
members thereof as directors or Committee members), acting in its sole
discretion without the consent or approval of any participant, may act to
effect one or more of the alternatives listed below and such act by the
Committee may not be revoked or rescinded by persons not members of the
Committee immediately prior to the Change of Control:
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(i) require that all outstanding options be exercised on or
before a specified date (before or after such Change of Control) fixed by
the Committee, after which specified date all unexercised options shall
terminate,
(ii) make such equitable adjustments to Incentives then
outstanding as the Committee deems appropriate to reflect such Change of
Control (provided, however, that the Committee may determine in its sole
discretion that no adjustment is necessary),
(iii) provide for mandatory conversion of some or all of the
outstanding options held by some or all participants as of a date, before or
after such Change of Control, specified by the Committee, in which event
such options shall be deemed automatically cancelled and the Company shall
pay, or cause to be paid, to each such participant an amount of cash per
share equal to the excess, if any, of the Change of Control Value of the
shares subject to such option, as defined and calculated below, over the
exercise price(s) of such options or, in lieu of such cash payment, the
issuance of Common Stock or securities of an acquiring entity having a Fair
Market Value equal to such excess, or
(iv) provide that thereafter upon any exercise of an option the
participant shall be entitled to purchase under such option, in lieu of the
number of shares of Common Stock then covered by such option, the number and
class of shares of stock or other securities or property (including, without
limitation, cash) to which the participant would have been entitled pursuant
to the terms of the agreement providing for the reorganization, merger,
consolidation share exchange or asset sale, if, immediately prior to such
Change of Control, the participant had been the holder of record of the
number of shares of Common Stock then covered by such options.
(v) For the purposes of paragraph (iii) of this Section 8.12(c)
the "Change of Control Value" shall equal the amount determined by whichever
of the following items is applicable:
(A) the per share price to be paid to stockholders of IBKC
in any such merger, consolidation or other reorganization,
(B) the price per share offered to stockholders of IBKC in
any tender offer or exchange offer whereby a Change of Control takes
place,
(C) in all other events, the Fair Market Value per share
of Common Stock into which such options being converted are
exercisable, as determined by the Committee as of the date determined
by the Committee to be the date of conversion of such options, or
(D) if the consideration offered to stockholders of IBKC
in any transaction described in this Section 8.12 consists of anything
other than cash, the Committee shall determine the fair cash
equivalent of the portion of the consideration offered that is other
than cash.
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