EXHIBIT 99.4
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IBERIABANK CORPORATION
SUPPLEMENTAL STOCK OPTION PLAN
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2000 Amendment
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WHEREAS, IBERIABANK Corporation (the "Company") has previously approved the
IBERIABANK Corporation Supplemental Stock Option Plan (the "Plan"), and Article
IX thereof authorizes the Company's Board of Directors (the "Board") to -
"by resolution, at any time . . . amend the Plan with respect to
any shares of Common Stock as to which Awards have not been granted,
subject to any required stockholder approval or any stockholder
approval which the Board may deem to be advisable for any reason, such
as for the purpose of obtaining or retaining any statutory or
regulatory benefits under tax, securities or other laws or satisfying
any applicable stock exchange listing requirements."
WHEREAS, the Board has adopted resolutions amending the Plan in order to
permit discretionary awards of restricted stock, as well as to include directors
within the class of consultants to whom Plan awards may be made.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows,
effective on the date on which the Board directed these changes to the Plan:
1. Section 3.01 of the Plan shall be amended in its entirety to provide as
follows:
3.01 "Award" means an Option, Stock Appreciation Right, or
Restricted Stock Awards (within the meaning of Section 8.11 of the
Plan).
2. Section 3.07A of the Plan shall be amended by replacing the words "but
not" with the word "or".
3. Section 3.18 of the Plan shall be amended in its entirety to provide as
follows:
3.18 "Optionee" means any individual who receives an Award.
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4. Article VIII of the Plan shall be amended by changing its heading to
read "Options, Stock Appreciation Rights, and Restricted Stock", and by adding
the following new subsection at the end thereof:
8.11 RESTRICTED STOCK
(A) GENERAL TERMS AND CONDITIONS. The Committee may
make discretionary awards in the form of restricted stock
(Restricted Stock) having such terms and conditions as the
Committee may specify in accordance with the Plan.
(B) VESTING. Unless an Award specifically provides to
the contrary, the Optionee's interest in any Restricted Stock
Award shall become vested at the rate of 33-1/3% on each
annual anniversary date of the Award, but only if the Optionee
is in the Company's service as a Consultant or an Employee on
the scheduled vesting date. Notwithstanding the foregoing, an
Optionee shall become 100% vested in his Restricted Stock upon
a Change in Control of the Corporation, or upon termination of
the Optionee's Continuous Service due to his death,
Disability, or a written agreement in which the Committee
exercises its discretion to accelerate the Participant's
vesting.
(C) DIVIDENDS ON RESTRICTED STOCK. The Committee
shall promptly pay each Optionee any cash dividends paid on
Restricted Stock awarded pursuant to this Article.
(D) VOTING. Unless otherwise provided in an Award,
all shares subject to Restricted Stock Awards shall be voted
by the Committee in its sole discretion.
(E) DISTRIBUTIONS. The Common Stock associated with
each Restricted Stock Award shall be transferred to the
Participant as soon as practicable after the Optionee becomes
vested, unless the Optionee has properly elected a different
form of distribution, on a form (the "Distribution Election
Form") that is accepted by the Committee either more than 90
days before a Change in Control or more than one year before
the date on which the Optionee's service as an Employee or
Consultant terminates for any reason. Fractional Shares shall
be cancelled upon a Participant's receipt of their fractional
Market Value.
(F) RIGHTS TO SHARES. The right of the Optionee or
his or her beneficiary to receive Common Stock hereunder
shall be solely an unsecured claim against the general assets
of the Company. Neither the Optionee nor his or
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2000 Amendment
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her beneficiary shall have any claim against or rights in any
specific assets, shares, or other funds of the Company.
(G) REGULATORY EXCEPTIONS. Notwithstanding any other
provision of this Plan, no shares of Common Stock shall be
distributed unless and until all of the requirements of all
applicable law and regulations shall have been fully complied
with.
WHEREFORE, the undersigned, being duly authorized, hereby adopts this 2000
Amendment to the Plan.
IBERIABANK CORPORATION
By: /s/ Daryl G. Byrd
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Daryl G. Byrd, President
