PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Exhibit
99.1
Non-transferable
G
R A N T
T O
_______________________________
(“Grantee”)
by
Whitney Holding Corporation (the “Corporation”) of Restricted Stock Units (the
“Units”) representing the right to receive, on a one-for-one basis, shares of
the Corporation’s no par value common stock (“Shares”), pursuant to and subject
to the provisions of the Whitney Holding Corporation 2004 Long-Term Incentive
Plan (the “Plan”) and to the terms and conditions set forth on the following
pages of this award agreement (this “Agreement”).
The
target number of Units subject to this award is ____________ (the “Target
Award”). Depending on the Corporation’s composite performance ranking as
compared to a select group of Peer Banks in the categories of Return on Average
Assets (“ROAA”) and Return on Average Equity (“ROAE”) for the three-year period
ending December 31, 2008, Grantee may earn up to 200% of the Target Award,
in
accordance with the performance matrix attached hereto as Exhibit A.
By
accepting this award, Grantee shall be deemed to have agreed to the terms and
conditions of this Agreement and the Plan, and to acknowledge that he or she
has
received a copy of the Plan and the Plan’s Prospectus. Grantee further agrees
that the Committee shall not be liable for any determination made in good faith
with respect to the Plan or the terms of this Agreement.
IN
WITNESS WHEREOF, Whitney Holding Corporation, acting by and through its duly
authorized officers, has caused this Agreement to be executed as of the Grant
Date.
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WHITNEY
HOLDING CORPORATION
By:
____________________________________________
Its:
Authorized Officer
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Grant
Date: June 28, 2006
Accepted
by Grantee:
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TERMS
AND CONDITIONS
1. Defined
Terms. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Plan. In addition,
for
purposes of this Agreement:
i)
Return on Average Assets (“ROAA”) and Return on Average
Equity
(“ROAE”) are non-GAAP financial measures for the Corporation for a
given
year, as reflected in the Corporation’s year-end earnings
release.
(ii) Performance
Cycle means the period beginning on January 1, 2006 and
ending on December 31, 2008, or, if a Change in Control occurs
prior
to December 31, 2008, the period beginning on January 1, 2006 and
ending on the December 31 next preceding the date of the Change in
Control.
(iii) Peer
Banks, for each year in the Performance Cycle, means the same
bank peer group used for comparison of the Corporation’s
performance under the Whitney Holding Corporation Executive
Compensation Plan in such year.
(iv) Prorated
Target Award means, in the case of Grantee’s termination
prior to the Vesting Date due to death, Disability, Retirement or
involuntary severance without Cause, the Target Award multiplied
by a
fraction, the numerator of which is the number of days elapsed from
the
Grant Date to the date of such termination of employment and the
denominator of which is 1095.
(v) Vesting
Date means the earlier of June 28, 2009 or the occurrence of a
Change in Control.
2. Vesting
of Units. The Units subject to the Target Award (or the
Prorated Target Award, if applicable) will be adjusted based on the
performance of the Corporation as provided on Exhibit A attached
hereto,
and will vest and become nonforfeitable on the Vesting Date, provided
that
Grantee is employed by the Corporation or any of its Affiliates on
the
Vesting Date or has incurred a prior termination of employment due
to
death, Disability,
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Retirement
or involuntary severance without Cause. If Grantee’s employment terminates
prior to the Vesting Date for any reason other than Grantee’s death,
Disability, Retirement or involuntary severance without Cause, Grantee
shall forfeit all right, title and interest in and to the Units as
of the
date of such termination and the Units will be reconveyed to the
Corporation without further consideration or any act or action by
Grantee.
Any Units that fail to vest in accordance with the terms of this
Agreement
will be forfeited and reconveyed to the Corporation without further
consideration or any act or action by Grantee.
3. Conversion
to Shares. Subject to the following sentence, the Units that vest will
be converted to actual Shares (one Share per vested Unit) as soon
as
practicable after the Vesting Date (the “Conversion Date”), but in no
event later than December 31 of the year in which the Vesting Date
occurs.
Shares will be registered on the books of the Corporation in Grantee’s
name as of the Conversion Date and delivered to Grantee as soon as
practical thereafter, in certificated or uncertificated form, as
Grantee
shall direct.
4. Dividend
Equivalents. If and when cash dividends or other cash distributions
are declared with respect to the Shares while the Units are outstanding,
the dollar amount of such dividends or distributions (“Dividend
Equivalents”) with respect to the number of Shares then underlying the
Target Award (or the Prorated Target Award, if applicable) will be
paid to
Grantee in the form of cash, or if made available by the Corporation
and
at the election of Grantee, reinvested under a stockholder investment
service agreement on the date such dividend or distribution is paid
to
shareholders of the Corporation. Shares purchased with reinvested
dividends shall not be restricted, and are not subject to the
performance-based aspects of this Agreement. Grantee shall have no
right
to Dividend Equivalents with respect to Units that are forfeited,
or with
respect to any Units in excess of the Target Award (or the Prorated
Target
Award, if applicable).
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5. Restrictions
on Transfer and Pledge. No right or interest of Grantee in the Units
or in any Dividend Equivalents may be pledged, encumbered, or hypothecated
or be made subject to any lien, obligation, or liability of Grantee
to any
other party other than the Corporation or an Affiliate.
Neither the Units nor any accumulated Dividend Equivalents
may be sold, assigned, transferred or otherwise disposed of by Grantee
other than by will or the laws of descent and distribution. 6. Limitation
of Rights. The Units do not confer to Grantee or Grantee’s
Beneficiary, executors or administrators any rights of a stockholder
of
the Corporation unless and until Shares are in fact issued to such
person
in connection with the Units. Nothing in this Agreement shall interfere
with or limit in any way the right of the Corporation or any Affiliate
to
terminate Grantee’s employment at any time, nor confer upon Grantee any
right to continue in employment of the Corporation or any Affiliate.
This
Award is not a promise that additional awards will be made to Grantee
in
the future.
7. Payment
of Taxes. The Corporation or any Affiliate employing Grantee has the
authority and the right to deduct or withhold, or require Grantee
to remit
to the employer, an amount sufficient to satisfy federal, state,
and local
taxes (including Grantee’s FICA obligation) required by law to be withheld
with respect to any taxable event arising as a result of the vesting
or
settlement of the Units or Dividend Equivalents. The withholding
requirement may be satisfied, in whole or in part, at the election
of the
Corporation’s Chief Financial Officer, by withholding from the settlement
of the Units Shares having a fair market value on the date of withholding
equal to the minimum amount (and not any greater amount) required
to be
withheld for tax purposes, all in accordance with such procedures
as the
Chief Financial Officer establishes. The obligations of the Corporation
under this Agreement will be conditional on such payment or arrangements,
and the Corporation, and, where applicable, its Affiliates will,
to the
extent permitted by law, have the right to deduct any such taxes
from any
payment of any kind otherwise due to Grantee.
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8. Restrictions
on Issuance of Shares. If at any time the Committee shall determine in
its discretion, that registration, listing or qualification of the
Shares
underlying the Units upon any securities exchange or similar
self-regulatory organization or under any foreign, federal, or local
law
or practice, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition to the settlement
of the
Units, the Units will not be converted to Shares in whole or in part
unless and until such registration, listing, qualification, consent
or
approval shall have been effected or obtained free of any conditions
not
acceptable to the Committee.
9. Plan
Controls. The terms contained in the Plan shall be and are hereby
incorporated into and made a part of this Agreement and this Agreement
shall be governed by and construed in accordance with the Plan. Without
limiting the foregoing, the terms and conditions of the Units, including
the number of shares and the class or series of capital stock which
may be
delivered upon settlement of the Units, are subject to adjustment
as
provided in Article V of the Plan. In the event of any actual or
alleged
conflict between the provisions of the Plan and the provisions of
this
Agreement, the provisions of the Plan shall be controlling and
determinative.
10. Notice.
Notices and communications hereunder must be in writing and either
personally delivered or sent by registered or certified United States
mail, return receipt requested, postage prepaid. Notices to the
Corporation must be addressed to Whitney Holding Corporation, 000
Xx.
Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000; Attn: General Counsel, or
any other
address designated by the Corporation in a written notice to Grantee.
Notices to Grantee will be directed to the address of Grantee then
currently on file with the Corporation, or at any other address given
by
Grantee in a written notice to the Corporation.
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