EX-10.4



 Exhibit 10.4 

Hancock Holding Company 
 One Hancock Plaza

 Post Office Box 4019 
 Gulfport, Mississippi
39502 
 1-855-404-5465 
 Re:
Award of Restricted Common Stock (“Award”) 
 The Board of Directors of Hancock Holding Company (the “Company”) is
pleased to inform you of your grant of Restricted Common Stock of the Company, upon the terms and subject to the conditions of this Award Agreement. 

1. Award. This Award grants you the number of shares of Restricted Common Stock of the Company set forth above (the
“Restricted Shares”). The specifics of the grant, including the grant date, vesting schedule (the “Vesting Period”) and other terms and conditions, as applicable, are also set forth in this notification of your grant which
constitute a part of this Agreement and are incorporated herein by this reference. Upon your acceptance of this grant, you will become entitled to receive dividends on the Restricted Shares from and after the grant date and to immediately vote the
Restricted Shares. 
 2. Confidentiality. The information in this Award Agreement is highly confidential. If you have any
questions regarding your Award or this Award Agreement, such questions should be directed only to the Human Resources Department, Corporate Trust Department or your immediate supervisor or the supervisors in your chain of command. Neither this Award
nor any of the provisions of this Award Agreement should be disclosed to or discussed with any other persons, specifically including other personnel of the Company or its subsidiaries. This confidentiality provision is not intended to preclude you
from discussing this Award or the contents of this Agreement with your spouse or other members of your immediate family or with your tax advisors. Neither will any disclosure of the Award required to comply with federal or state security or other
laws be deemed a violation of this provision. 
 3. Plan/Committee. This Award of Restricted Shares is made pursuant to the
Hancock Holding Company 2014 Long Term Incentive Plan (the “Plan”). The Plan is administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”) which has authority to make certain
determinations as to the terms of and to interpret the provisions of awards granted under the Plan. Any interpretation of this Award by the Committee and any decision made by it with respect to this Award are final and binding on all persons. 

In addition to this Award Agreement, the Award granted to you hereunder is subject to the terms and conditions set forth in the Plan; and in
the event of any conflict between the provisions of this Award Agreement and the Plan, the Plan shall control. Your Award is also subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Award Agreement. 

4. Escrow/Custodian. The Restricted Shares will be issued in your name, but will be held in escrow until they become vested or
are forfeited. The Committee has designated the Corporate Trust Department of Whitney Bank (the “Custodian”) to serve as custodian of the escrowed Restricted Shares under the Plan. By your acceptance of this Award Agreement, you hereby
appoint the Custodian as your attorney-in-fact with full power and authority to transfer, assign and convey to the Company any Restricted Shares held by the Custodian that are forfeited under the terms of this Award. Once the Restricted Shares
become vested and you remit the amount of any taxes required to be withheld by the Company or instruct that a portion of such shares be withheld to cover the withholding taxes as set forth in Section 5, your Restricted Shares will be released
from escrow and from all restrictions on your ownership imposed hereunder. 







 Upon release from escrow, the Restricted Shares (net of shares withheld for taxes, if any) will
be delivered to you by the Custodian in a certificate representing such shares or will be issued in your name in a DRS book entry. However, you may request that all Restricted Shares be issued in a certificate and forwarded to you in lieu of a DRS
book entry. 
 5. Tax Withholding. As a condition to receiving the Restricted Shares pursuant to this Award upon the vesting
thereof, you (or your estate or beneficiary in the event of your death) must remit to the Company an amount equal to the Company’s federal, state and local tax withholding obligation applicable thereto or, alternatively, instruct the Committee
to withhold a portion of such shares to cover the Company’s withholding obligation. In the event no such remittance or instruction is received prior to the date the shares vest (or such other date set by the Committee), the Company shall
automatically withhold a portion of the shares with a fair market value equal to the Company’s withholding obligation. 
 6.
Restrictions on Transfer. During the Vesting Period, you may not encumber or sell the Restricted Shares and you may not transfer the Restricted Shares except by will, the laws of descent and distribution or pursuant to a domestic
relations order. However, you may transfer your right to the Restricted Shares to a member of your immediate family or to a trust or similar vehicle for the benefit or your immediate family members subject to the same terms and conditions applicable
to you. You must notify the Company of any transfer of your Restricted Shares. 
 7. Vesting/Forfeiture. The Restricted Shares
will vest in accordance with the vesting schedule set forth in this notification provided you remain employed with the Company or one of its subsidiaries during the entire Vesting Period and keep a comparable position of responsibility and authority
during the entire Vesting Period. Except as otherwise provided in this Section with respect to your death or Disability or in connection with a Change in Control as provided in Section 8, if you terminate employment with the Company and its
subsidiaries or if you transfer to a position that does not have comparable responsibility or authority, whether voluntarily or involuntarily, at any time prior to the end of the Vesting Period, your Restricted Shares will be forfeited and the
Restricted Shares will be delivered by the Custodian to, and become the sole property of, the Company. 
 The vesting schedule applicable to
your Restricted Shares shall be accelerated and your Restricted Shares will immediately become one hundred percent (100%) vested in the event of your death or your Disability (as defined below in connection with a Change in Control) provided
the following conditions are met at the time of your death or Disability: 
  

	 	(a)	You are an active employee of the Company or one of its subsidiaries; 

  

	 	(b)	You are in good standing with the Company (i.e., meeting expectations performance rating as established by the Company); and 

  

	 	(c)	You have at least ten years of service with the Company or its subsidiaries. For this purpose, years of service with any entity (the “Acquired Entity”) acquired by the Company or its subsidiaries in a merger,
stock exchange or similar transaction shall be counted as years of service with the Company, provided you were employed by the Acquired Entity on the effective date of the merger with or other acquisition by the Company and/or its subsidiary. The
number of years of service with the Acquired Entity to be taken into account for this purpose shall be the maximum years credited for seniority time in accordance with the policies and procedures of the Acquired Entity prior to such merger or
acquisition. 








 8. Change in Control. In addition to the acceleration of vesting as provided in
Section 7, if within the two-year period commencing on the closing date of a Change in Control (as defined in the Plan and Prospectus) your employment with the Company and its subsidiaries is involuntarily terminated for any reason other than
“Cause” or is terminated due to your “Disability”, or if you voluntarily terminate your employment for “Good Reason”, all restrictions on ownership are lifted and the Restricted Shares will become one hundred percent
(100%) vested. For purposes of this provision, the following definitions shall apply: 
  

	 	(a)	“Cause” shall mean (1) your commitment of an intentional act of fraud, embezzlement, or theft in the course of your employment or other engagement in any intentional misconduct or gross negligence which
is materially injurious to Company’s business, financial condition or business reputation; (2) your commitment of intentional damage to the property of Company or your intentional wrongful disclosure of confidential information which is
materially injurious to Company’s business, financial condition or business reputation; (3) your intentional refusal to perform the material duties of your position, without cure, or the beginning of cure, within five (5) days of
written notice from Company; (4) commitment of a material breach of an employment agreement with the Company (if any); (5) your failure to show up at Company’s offices on a daily basis, subject to permitted vacations and absences for
illness, without cure, or the beginning of cure, within five (5) days of written notice from Company; or (6) your entry of a guilty plea or a plea of no contest with regard to any felony. Any reference to Company in the preceding sentence
includes each of its subsidiaries. 

  

	 	(b)	“Good Reason” shall mean a reduction of more than 10% in your base salary, a transfer to a position with a pay grade more than two pay grades below your current position or a transfer to a jobsite more than 35
miles from your current jobsite. 

  

	 	(c)	“Disability” shall mean such disability as entitles you to disability benefits under the Social Security Act as amended to the date of inception of such disability. 


 

	 	(d)	In the event a Change in Control Employment Agreement between you and the Company is in effect at the time of the Change in Control, “Cause”, “Good Reason” and “Disability” shall have the
same respective meanings as provided in such Change in Control Employment Agreement in lieu of the definitions contained herein. 


Notwithstanding the preceding, in the event the surviving entity in a Change in Control does not assume the Company’s obligations under
the Plan and this Agreement or convert your rights hereunder into equivalent rights to equity in the surviving entity in connection with such Change in Control, the Board of Directors of the Company may, in its discretion, lift all ownership
restrictions and provide for all Restricted Shares to become one hundred percent (100%) vested immediately upon such Change in Control whether or not your employment with the Company and its subsidiaries is terminated. In either event, you will
have the option of either receiving shares of Common Stock of the Company or a lump-sum cash payment equal to the fair market value thereof. 

Miscellaneous Provisions. Before accepting this Award, you should review the Plan and the Prospectus for the Plan, copies of
which may be accessed through the link provided in this notification. You should pay particular attention to the Plan since it sets forth other provisions which cover your Award of Restricted Shares. Also, you should note that the acceptance of your
Award means that you have agreed to take any reasonable action required to meet the requirements imposed by federal and state securities and other laws, rules or regulations and by any regulatory agencies having jurisdiction and you have agreed to
allow the Company to withhold from any payments made to you, or to collect as a condition of payment, any taxes required by law to be withheld because of this Award. The Prospectus contains an explanation of certain federal income tax consequences
and is current as of the date of the Prospectus. However, since tax laws often change, you should consult your tax advisor for current information at any given time. 







 This Award Agreement is required by the Plan. This Award Agreement is binding upon, and inures to
the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. Your rights hereunder
are personal to you and may not be assigned to any other person or persons. This Award Agreement is binding on you and your beneficiaries, heirs and personal representatives. 

Your electronic acceptance of this Award of Restricted Shares indicates your acceptance of this Award Agreement and the terms and
provisions of this grant. 
 Please remember the strict confidentiality requirements of this Agreement. 

Again, we congratulate you on your Award. Thank you for your service to Hancock Holding Company.