SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2006
IBERIABANK CORPORATION
(Exact name of Registrant as Specified in Charter)
| Louisiana | 0-25756 | 72-1280718 | ||
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
200 West Congress Street, Lafayette, Louisiana 70501
(Address of Principal Executive Offices)
(337) 521-4003
Registrant’s telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On May 17, 2006, the Compensation Committee of the Registrant’s Board of Directors approved changes to the following forms of agreement:
| • | Restricted Stock Agreement Under the IBERIABANK Corporation 2005 Stock Incentive Plan attached to this report as Exhibit 10.1 and incorporated herein by reference |
| • | Stock Option Agreement Under the IBERIABANK Corporation 2005 Stock Incentive Plan attached to this report as Exhibit 10.2 and incorporated herein by reference. |
The changes were made to standardize these forms.
Item 9.01 Financial Statements and Exhibits
| Exhibit 10.1 | Form of Restricted Stock Agreement Under the IBERIABANK Corporation 2005 Stock Incentive Plan. | |
| Exhibit 10.2 | Form of Stock Option Agreement Under the IBERIABANK Corporation 2005 Stock Incentive Plan. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| IBERIABANK CORPORATION | ||||
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DATE: May 19, 2006 |
By: |
/s/ Daryl G. Byrd |
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| Daryl G. Byrd | ||||
| President and Chief Executive Officer | ||||
EXHIBIT INDEX
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Exhibit Number |
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| 10.1 | Form of Restricted Stock Agreement Under the IBERIABANK Corporation 2005 Stock Incentive Plan | |
| 10.2 | Form of Stock Option Agreement Under the IBERIABANK Corporation 2005 Stock Incentive Plan | |
Exhibit 10.1
RESTRICTED STOCK AGREEMENT
UNDER THE IBERIABANK CORPORATION
2005 STOCK INCENTIVE PLAN
THIS INCENTIVE AGREEMENT (“Agreement”) is entered into as of GRANT DATE , between IBERIABANK Corporation (“IBKC”) and RECIPIENT (the “Award Recipient”).
WHEREAS, under the 2005 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 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 GRANTED 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 will vest and the restrictions imposed thereon will lapse as to one-seventh of the shares of Restricted Stock on each of the first through seventh anniversaries of the date of this Agreement; 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 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 the Company, or (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. Upon the termination of the Award Recipient’s service to the Company, for any reason, other than death or disability, the Award Recipient shall forfeit his or her Restricted Stock.
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 2005 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.
5.2 Award Recipient may, but is not required to, satisfy his or her withholding tax obligation in whole or in part by electing (the “Election”) to have IBKC withhold, from the shares he or she 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 Restricted Stock that the right to make Elections shall not apply to such Restricted Stock.
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6. Additional Conditions
Anything in this Agreement to the contrary notwithstanding, if at any time IBKC further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any document) of the shares of Common Stock issued or issuable pursuant hereto 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 issuance of shares of Common Stock pursuant hereto, or the removal or any restrictions imposed on such shares, such shares of Common Stock shall not be issued, in whole or in part, or the restrictions thereon removed, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to IBKC.
7. No Contract of Employment Intended
Nothing in this Agreement shall confer upon the Award Recipient any right to continue in the employment of the Company or to interfere in any way with the right of the Company to terminate the Award Recipient’s employment relationship with the Company at any time.
8. Binding Effect
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators and successors.
9. Inconsistent Provisions
The shares of Restricted Stock covered hereby are subject to the provisions of the Plan. If any provision of this Agreement conflicts with a provision of the Plan, the Plan provision shall control.
10. Designation of Beneficiary
The Award Recipient may expressly designate beneficiary to his or her interest (the “Beneficiary”), if any, to this Agreement by completing and executing a designation of beneficiary agreement substantially in the form attached to this Agreement as Exhibit B (the “Designation of Beneficiary”) and delivering an executed copy of the Designation of Beneficiary to IBKC.
11. Notices
Any notice or communication required or permitted by any provision of this Agreement to be given to the Award Recipient shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to the Award Recipient at the last address
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that the Company had for the Award Recipient on its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Agreement. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed.
12. Modifications
This Agreement may be modified or amended at any time, provided that Award Recipient must consent in writing to any modification that adversely alters or impairs any rights or obligations under this Agreement.
13. Headings
Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.
14. Severability
Every provision of this Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.
15. Governing Law
The laws of the State of Louisiana shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.
16. Counterparts
This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
17. Restrictions on Transfer
This Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee. Notwithstanding the foregoing, the Award Recipient may transfer this Agreement (i) by instrument to an inter vivos or testamentary trust (or other entity) in which each beneficiary is a permissible gift recipient, as such is set forth in subsection (ii) of this Section 17, or (ii) by gift to charitable institutions or by gift or transfer for consideration to any of the following relatives of the Award Recipient (or to an inter vivos trust, testamentary trust or other entity primarily for the benefit of the following relatives of the Participant): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships. Any transferee of the Award Recipient’s rights shall succeed and be subject to all of the terms of this Agreement and the Plan.
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[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
| IBERIABANK CORPORATION | ||
| By: |
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| A duly designated representative of the | ||
| Company | ||
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| Award Recipient | ||
| Attest: |
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Exhibit A
STOCK POWER
PURSUANT TO
IBERIABANK CORPORATION
2005 STOCK INCENTIVE PLAN
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State of Louisiana |
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Parish of |
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Know all men by these presents that I, (name of Award Recipient), do hereby make, constitute and appoint the members of the Compensation Committee of the IBERIABANK Corporation Board of Directors, or any of the them, as appointed by such Board of Directors from time to time, for my benefit as the recipient of an award under the 2005 Stock Incentive Plan (as evidenced by the attached Agreement dated as of , 200 , which
To retain the stock certificates evidencing the Restricted Stock issued to me pursuant to such Agreement until the termination of the applicable Restricted Period and the lapse of restrictions under the terms of such Agreement and, for that purpose, to make, execute and deliver all assignments or other instruments of transfer deemed necessary or appropriate, to give a receipt or receipts for the same and generally to do all lawful acts necessary or appropriate to secure for me the Restricted Stock issued under such Agreement.
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Dated: |
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| Signature of Award Recipient |
Exhibit B
IBERIABANK CORPORATION
Designation of Beneficiary
In the event of my death or “Disability” within the meaning of the IBERIABANK Corporation 2005 Stock Incentive Plan (the “ Plan ”), I hereby designate the following person to be my beneficiary for the Award(s) (within the meaning of the Plan) identified below:
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Name of Beneficiary: |
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Address: |
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Social Security No.: |
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This beneficiary designation of mine relates to any and all of my rights under the following Award or Awards:
| ¨ | any Award that I have received or ever receive in the future under the Plan. |
| ¨ | the Award that I received pursuant to an award agreement dated , between me and [Company] (the “ Company ”). |
I understand that this beneficiary designation operates to entitle the above-named beneficiary to succeed, in the event of my death, to any and all of my rights under the Award(s) designated above, and shall be effective from the date this form is delivered to the Company until such date as I revoke this designation. A revocation shall occur only if I deliver to an executive officer of the Company either (i) a written revocation of this designation that is signed by me and notarized, or (ii) a designation of death beneficiary, in the form set forth herein, that is executed and notarized on a later date.
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Date: |
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Your Signature: |
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Your Name (printed): |
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Sworn to before me this |
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day of , 200 |
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Notary Public |
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County of |
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State of |
Exhibit 10.2
STOCK OPTION AGREEMENT
UNDER THE
IBERIABANK CORPORATION
2005 STOCK INCENTIVE PLAN
THIS AGREEMENT entered into as of GRANT DATE , between IBERIABANK Corporation (“IBKC”) and RECIPIENT (“Optionee”) (the “Agreement”), in accordance with the terms of the IBERIABANK Corporation 2005 Stock Incentive Plan (the “Plan”). Capitalized terms shall have the same meaning as set forth in the Plan, unless the context clearly indicates otherwise.
1. Grant of Option
1.1 IBKC hereby grants to Optionee effective GRANT DATE (the “Date of Grant”), the option to purchase up to SHARES GRANTED shares of Common Stock (the “Option”) at an exercise price of $ EXERCISE PRICE per share (the “Exercise Price”). (1) The Option shall vest, become exercisable and expire as provided in Section 2 below.
1.2 The Option is intended to be treated as an incentive stock option (an “ISO”) under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), unless designated herein as a non-qualified stock option (a “Non-ISO”). If the Option is designated as an ISO and is not eligible for such treatment, the ineligible portion shall be treated as a Non-ISO.
2. Time of Exercise
2.1 Subject to the provisions of the Plan and this Agreement, the Optionee shall be entitled to exercise the Option as follows:
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Years of Continuous Employment After Date of Grant of Option |
Percentage of Total
Of Common Stock
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| After 1 year | 14.286 | (2) | |
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After 2 years |
28.572 | ||
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After 3 years |
42.858 | ||
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After 4 years |
57.144 | ||
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After 5 years |
71.430 | ||
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After 6 years |
85.716 | ||
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After 7 years |
100.000 |
| (1) | The exercise price of must be at least 100% of the Fair Market Value. |
| (2) | Option can be exercised to receive stock beginning one year from grant; however, you must hold the stock for two years from the date of the grant of the Option and for one year after exercise of such option in order to receive most favorable tax treatment. Optionees should consult their own tax advisor in determining individual tax consequences. |
2.2 The Option shall expire and may not be exercised later than ten years following the Date of Grant.
2.3 Notwithstanding the foregoing, the Option shall become accelerated and immediately exercisable: (i) in the event of Optionee’s termination of employment as a result of death or disability, and (ii) pursuant to the provisions of Section 6(h) of the Plan.
2.4 The Option shall be exercised in the manner set forth in the Plan, using the exercise form attached hereto as Exhibit A .
3. Conditions for Exercise of Option
During Optionee’s lifetime, the Option may be exercised only by the Optionee or by the Optionee’s guardian or legal representative. The Option must be exercised while Optionee is employed by IBKC, or, to the extent the Option is vested at the time of termination of employment, but not later than ninety (90) days after the date on which the Optionee ceases to be an employee, except that if the Optionee ceases to be an employee because of death or disability, the vested Options may be exercised within one year from the earlier of the Optionee’s death, disability or the date the Optionee ceases to be an employee, if earlier, provided, however, that no Option may be exercised later than 10 years after the Date of Grant. In the event the Optionee ceases service to the Company because of his or her retirement, the Optionee shall have the right to exercise the Option at any time within six (6) months following such termination to the extent the Option is otherwise exercisable as of the date of the Optionee’s termination of service.
4. Additional Conditions
4.1. Anything in this Agreement to the contrary notwithstanding, 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 the shares of Common Stock issuable pursuant to the exercise of an Option 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 issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such shares of Common Stock shall not be issued, 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.
4.2. In the event the Optionee is discharged from the employ of IBKC or a subsidiary company for Cause, as defined in the Plan, the Optionee shall forfeit the right to exercise any portion of this Option, which shall immediately null and void.
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5. Taxes
IBKC may make such provisions as it may deem appropriate for the withholding of any federal, state and local taxes that it determines are required to be withheld on the exercise of the Option. By signing this Option, the Optionee 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.
6. Binding Effect
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators and successors.
7. Inconsistent Provisions
The Option granted hereby is subject to the provisions of the Plan. If any provision of this Agreement conflicts with a provision of the Plan, the Plan provision shall control.
8. Adjustments to Option
Appropriate adjustments shall be made to the number and class of shares of Common Stock subject to the Option and to the exercise price in accordance with Section 13 of the Plan.
9. Termination of Option
The Committee, in its sole discretion, may terminate the Option. However, no termination may adversely affect the rights of Optionee to the extent that the Option is currently vested on the date of such termination.
10. Designation of Beneficiary
The Optionee may expressly designate beneficiary to his or her interest (the “Beneficiary”), if any, to this Option by completing and executing a designation of beneficiary agreement substantially in the form attached to this Agreement as Exhibit B (the “Designation of Beneficiary”) and delivering an executed copy of the Designation of Beneficiary to IBKC.
11. Notices
Any notice or communication required or permitted by any provision of this Agreement to be given to Optionee shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to Optionee at the last address that the Company had for Optionee on its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Option. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed.
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12. Modifications
This Agreement may be modified or amended at any time, provided that Optionee must consent in writing to any modification that adversely alters or impairs any rights or obligations under this Option.
13. Headings.
Section and other headings contained in this Option are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Option or any provision hereof.
14. Severability
Every provision of this Option and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.
15. Governing Law
The laws of the State of Louisiana shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.
16. Counterparts
This Option may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF the parties hereto have caused this Option to be executed as of the day and year first above written.
| IBERIABANK CORPORATION | ||
| By: |
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| A duly designated representative of the Company | ||
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| Optionee | ||
| Attest: |
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Exhibit A
IBERIABANK CORPORATION
Form for Exercise of Stock Option for 2005 Stock Incentive Plan
IBERIABANK Corporation
200 West Congress Street
Lafayette, Louisiana 70501
Dear Sir or Madam:
The undersigned elects to exercise his/her Incentive Stock Option to purchase shares of Common Stock of IBERIABANK Corporation (the “Company”) under and pursuant to a Stock Option Agreement dated as of .
1. ¨ Delivered herewith is a certified or bank cashier’s or teller’s check and/or shares of Common Stock held by the undersigned for at least six months*, valued at the closing sale price of the stock on the business day prior to the date of exercise, as follows:
| $ | in cash or check | |
| $ | in the form of shares of Common Stock, | |
| valued at $ per share | ||
| $ | Total | |
2. ¨ Delivered herewith are irrevocable instructions to a broker approved by the Company to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price.**
If method 1 is chosen, the name or names to be on the stock certificate or certificates and the address and Social Security Number of such person(s) is as follows:
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Name: |
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Address: |
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| Very truly yours, | ||
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| Date | Optionee |
| * | The six months requirement may be waived by the Compensation Committee |
| ** | This method must be approved in advance by the Compensation Committee |
Exhibit B
IBERIABANK CORPORATION
Designation of Beneficiary
In the event of my death or “Disability” within the meaning of the IBERIABANK Corporation 2005 Stock Incentive Plan (the “ Plan ”), I hereby designate the following person to be my beneficiary for the Award(s) (within the meaning of the Plan) identified below:
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Name of Beneficiary: |
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Address: |
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Social Security No.: |
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This beneficiary designation of mine relates to any and all of my rights under the following Award or Awards:
| ¨ | any Award that I have received or ever receive in the future under the Plan. |
| ¨ | the Award that I received pursuant to an Option dated , between me and [Company] (the “ Company ”). |
I understand that this beneficiary designation operates to entitle the above-named beneficiary to succeed, in the event of my death, to any and all of my rights under the Award(s) designated above, and shall be effective from the date this form is delivered to the Company until such date as I revoke this designation. A revocation shall occur only if I deliver to an executive officer of the Company either (i) a written revocation of this designation that is signed by me and notarized, or (ii) a designation of death beneficiary, in the form set forth herein, that is executed and notarized on a later date.
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Date: |
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Your Signature: |
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Your Name (printed): |
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Sworn to before me this |
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day of , 200 |
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Notary Public |
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County of |
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State of |