EXHIBIT 99.5
<PAGE>
IBERIABANK CORPORATION
SUPPLEMENTAL STOCK OPTION PLAN
------------------------------
RESTRICTED STOCK AWARD AGREEMENT
------------------------------
As of the ___ day of ______________, 2000 (the "Date of Grant"), IBERIABANK
Corporation (the "Company") hereby grants this restricted stock award (the
"Award") to _____________________ (the "Grantee") pursuant to the Company's
Supplemental Stock Option (the "Plan"). This Award is compensatory in nature and
accordingly subject to taxation under Section 83 of the Internal Revenue Code of
1986, as that section may be amended and interpreted from time to time.
1. NUMBER OF SHARES. This Award provides the Grantee with the right to receive
_________ shares of the Company's common stock ("Common Stock"), subject to
Section 8.11 of the Plan and the vesting rules set forth there and here. All of
these shares will be transferred to the Grantee immediately upon vesting, (i)
subject to the terms and restrictions set forth here and in the Plan, and (ii)
bearing the following legend:
Any sale, transfer, encumbrance or other disposition (whether
voluntary or involuntary, by gift or otherwise) of the Shares
represented by this certificate is restricted by the terms of
a Restricted Stock Award Agreement dated _________ ___, ____.
A copy of this document is on file at the principal office of
the IBERIABANK Corporation and may be inspected during its
regular business hours. By acceptance of this certificate, the
holder hereof agrees to be bound by the terms of such
Restricted Stock Award .
2. VESTING RULES. The Grantee's right to the shares subject to this Award shall
become nonforfeitable as to one third (33-1/3%) of the shares covered by this
agreement upon the Grantee's completion of each of the three one-year periods of
continuous service as a consultant, director, or employee of the Company after
the Date of Grant.
3. SUBJECT TO PLAN. This Award is subject to all the terms and conditions of the
Plan, and specifically to the power (i) of the Committee to make interpretations
of the Plan and of Awards granted thereunder, and (ii) of the Company's Board of
Directors to alter, amend, suspend or discontinue the Plan subject to the
limitations expressed in the Plan. By acceptance hereof, the Grantee
acknowledges receipt of a copy of the Plan and hereby accepts and agrees to be
bound by all of its terms and conditions as if it had been set out verbatim in
this Agreement. In addition, the Grantee recognizes and agrees that all
determinations, interpretations or other actions respecting the Plan may be made
by a majority of the Board of Directors of the Company or of the Committee, and
that such determinations, interpretations or other actions are final, conclusive
and binding upon all parties, including the Grantee, his heirs and
representatives.
<PAGE>
Restricted Stock Award
IBERIABANK Corporation
Supplemental Stock Option Plan
Page 2 of 2
4. NOTICES. Any notice, payment or communication required or permitted to be
given by any provision of this Agreement shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed as follows: (i) if to the Company, to its main office (attention:
Supplemental Stock Option Plan Committee); (ii) if to Grantee, at the address
set forth on the signature page hereto. Each party may, from time to time, by
notice to the other party hereto, specify a new address for delivery of notices
to such party hereunder. Any such notice shall be deemed to be delivered, given,
and received for all purposes as of the date such notice is received or properly
mailed.
5. BINDING EFFECT. Except as otherwise provided in this Agreement or in the
Plan, every covenant, term, and provision of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
legatees, legal representatives, successors, transferees, and assigns.
6. 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.
7. 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.
IN WITNESS WHEREOF, this Agreement is executed as of the _____ day of
________________, 2000.
IBERIABANK CORPORATION
By:________________________________
A duly authorized member of the Committee
The undersigned Grantee hereby accepts the terms of the foregoing Restricted
Stock Award and of the Plan.
By:_________________________________
Grantee
_________________________________
Address
_________________________________
