EX-10.9



 Exhibit 10.9 

LONG-TERM INCENTIVE AWARD AGREEMENT 

Non-transferable 
 GRANT
TO 
 «First» «Last» 

(“Grantee”) 
 by Cadence Bank, N.A. (the
“Bank”) of Cash-Based Awards in the form of Phantom A Units and Long-Term Performance Cash (the “Award”), pursuant to and subject to the provisions of the Cadence Bank 2013 Long-Term Incentive Plan (the “Plan”). By
accepting the Award, the Grantee agrees to the terms and conditions set forth in the Plan. 
 Except as set forth below in the case of an early vesting
event, the Award will be earned and will become vested, in whole or in part, on April 1, 2019, based on the Company’s third party unit valuation and attainment of the cumulative 3-year (2016-2018) Adjusted GAAP Pre-Tax Pre-Provision Income
(PPP) goal of $500 Million (subsequent to a thirty-six month vesting period), as follows: 
  

							
	 Vehicle
	  	 Units / Target Value
	  	Vesting	  	Final Value
	Phantom A Units	  	 «Phantom_Units_Granted» units

($«Phantom_Value» / $934.07)
	  	3-year cliff vesting period	  	«Phantom_Units_Granted»
 units xfinal valuation at end of
vesting (April 2019)

				
	Cash Performance Plan	  	$«Cash_Perf_Plan_Value» Value	  	3-year cliff vesting period	  	Attainment of cumulative
 3-year (2016-2018)
Adjusted GAAP PPP goal
of $500 Million will
translate
into payout factor
to be applied to the target
 to determine final value


 Phantom A Units: awards of Phantom A Units are granted as “units” and track at the value of the A Incentive Units.

 Cash Performance Plan: “Adjusted GAAP PPP” shall mean, with respect to a particular period, GAAP pre-tax, pre-provision earnings for such
period, adjusted for the following: (a) Non Interest Revenue: one-time gains and losses, including securities gains and losses, gains and losses on branch closures or sales, and other one-time or unusual gains or losses as approved by the
Compensation Committee of the Board (Committee); (b) Non Interest Expense: one-time/unusual expenses, including branch closure costs mergers and acquisitions costs, one-time compensation costs, and other one-time or unusual costs as approved by
the Committee; and (c) Other: changes in GAAP accounting principles. 
 Attainment of eighty-five percent (85%) of the Adjusted GAAP PPP Income
goal will result in a payout under the Cash Performance Plan component of fifty percent (50%) of Target Value. Attainment of one hundred and ten percent (110%) of the Adjusted GAAP PPP Income goal will result in a maximum payout under the
Cash Performance Plan component of one hundred and fifty percent (150%) of Target Value. Percentage attainment between eighty-five percent (85%) and one hundred and ten percent (110%) will be extrapolated. 







 Exhibit 10.9 

While benefits through this plan are intended to be directly aligned with the core financial results of the Company, the Board reserves discretion to make
adjustments to payouts as it deems appropriate based on individual qualitative factors. The board compensation committee retains discretion regarding all decisions for the definition of the plan. 

IN WITNESS WHEREOF, Cadence Bank acting by and through its duly authorized officers, has caused this Agreement to be executed as of the
Grant Date. 
  

			
		 	CADENCE BANK, N.A.
		
	By:	 	  

		
		 	Name: Phil Sprayberry
		 	EVP, Director of Human Resources
		
		 	                            Grant Date: April 1, 2016
		
		 	Acknowledged and Accepted
		
	By:	 	                                      
                           (“Grantee”)