Form of Restricted Stock Award Agreement



 Exhibit 10.1 
 RESTRICTED STOCK AGREEMENT 
 UNDER THE IBERIABANK CORPORATION

 2010 STOCK INCENTIVE PLAN 
 THIS INCENTIVE AGREEMENT (“Agreement”) is entered into as of,                     
between IBERIABANK Corporation (“IBKC” or (the “Company”) and                     (the “Award Recipient”).

 WHEREAS, under the 2010 Stock Incentive Plan (the “Plan”), the Compensation Committee of the IBKC Board of
Directors (the “Committee”) may, among other things, award shares of common stock of IBKC (the “Common Stock”) in the form of restricted stock (“Restricted Stock”) to a key employee or Director of IBKC or one of its
subsidiaries (collectively, the “Company”); 
 NOW, THEREFORE, in consideration of the premises, it is agreed as
follows: 
 1. Conditional Award of Restricted Stock 

Pursuant to the terms of the Plan, the Award Recipient is hereby awarded, subject to the other terms, conditions, and restrictions
contained herein,                     shares of Restricted Stock. 
 2. Award Restrictions 
 2.1 The shares of Restricted Stock and the right to
vote them and to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered until such time as the shares vest and the restrictions imposed thereon lapse, as provided below. 

2.2 The shares of Restricted Stock issued to the Award Recipient shall become vested and nonforfeitable and the restrictions imposed
thereon will lapse as to one third (33 1/3%) of the shares of Restricted Stock on each of the first through third anniversaries of the date of this Agreement; provided that on each vesting date if a fraction of a share would vest, a whole share
shall vest in lieu thereof and on the last date the number of shares that vest will be the total number of shares awarded less the total number of shares previously vested; and provided further that on the applicable vesting date the Award Recipient
is in the employ of or serving as a member of the Board of IBKC. The period during which the restrictions imposed on the shares of Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted
Period.” During the Restricted Period, the Award Recipient shall be entitled to all rights of a shareholder of IBKC, including the right to vote such shares of Restricted Stock and to receive dividends thereon. 

  
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 2.3 All restrictions on the Restricted Stock issued to the Award Recipient shall immediately
lapse and the shares shall vest (a) if the Award Recipient dies while he is employed by or serving on the Board of the Company, (b) if the Award Recipient’s Continuous Service to the Company terminates as a result of Disability, or
(c) if service on the Board terminates due to ineligibility for re-election to serve on the Board because of having reached the mandatory retirement age. Unless otherwise determined by the Committee, the Award Recipient shall forfeit his or her
unvested Restricted Stock upon the termination of his or her Continuous Service to the Company, for any reason, other than as provided in the foregoing sentence. 
 3. Registration of Stock Ownership 
 3.1 The shares of Restricted Stock
shall be registered in the name of the Award Recipient by book entry. A stock power endorsed in blank by the Award Recipient, substantially in the form attached hereto as Exhibit A, shall be deposited with IBKC. The restrictions on transfer and
forfeiture terms of the Restricted Stock under the Plan and the Agreement shall be reflected in the books of IBKC’s transfer agent and noted on the written information statement required to be provided to the Award Recipient under Louisiana
law. 
 3.2 Upon the lapse of restrictions on any shares of Restricted Stock issued to the Award Recipient, IBKC shall cause a
stock certificate without any restrictive legend representing such shares of Restricted Stock to be issued in the name of the Award Recipient or his nominee within 30 days after the end of the Restricted Period. Upon receipt of such stock
certificate, the Award Recipient is free to hold or dispose of the shares of Common Stock represented by such certificate subject to applicable securities laws. 
 4. Dividends 
 Any dividends paid on the shares of Restricted Stock granted
to the Award Recipient shall be paid to the Award Recipient as soon as practicable following the date such dividends are declared and paid to the Company’s shareholders. 
 5. Withholding Taxes 
 5.1 IBKC shall have the right to withhold from any
payments or stock issuances under the Plan, or to collect as a condition of payment, any taxes required by law to be withheld. By signing this Award Agreement, the Award Participant agrees that he or she is solely responsible for the satisfaction of
any taxes that may arise (including taxes arising under Sections 409A or 4999 of the Code) and that IBKC shall not have any obligation whatsoever to pay such taxes. 
 5.2 Unless an Award Recipient timely makes the election described in Section 5.3, at the time that all or any portion of the Restricted Stock vests the Award Recipient must deliver to IBKC the amount
of income tax withholding required by law. In accordance with the terms of the Plan, the Award Recipient may satisfy the tax withholding obligation by electing (the “Election”) to have IBKC withhold from the Shares the Award Recipient
otherwise would 

  
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receive Shares of Common Stock having a value equal to the minimum amount required to be withheld. The value of the shares to be withheld shall be based on the Fair Market Value of the Common
Stock on the date that the amount of tax to be withheld shall be determined (the “Tax Date”). Each Election must be made prior to the Tax Date. The Committee may disapprove of any Election, may suspend or terminate the right to make
Elections, or may provide with respect to any Restricted Stock that the right to make Elections shall not apply to such Restricted Stock, except that if the Award Recipient is an Executive Officer or is otherwise subject to Section 16 of the
Securities Exchange Act of 1934, the Award Recipient’s right to handle the payment of withholding taxes may not be revoked by the Committee. 
 5.3 The Award Recipient understands that the Award Recipient (and not the Company) shall be responsible for the Award Recipient’s own tax liability that may arise as a result of the transactions
contemplated by this Agreement. The Award Recipient understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the Fair Market Value of the Restricted Stock as of the date any
restrictions on the shares lapse. The Award Recipient understands that the Award Recipient may elect to be taxed at the time the Restricted Stock is granted rather than upon vesting by filing an election under Section 83(b) of the Code with the
I.R.S. within thirty days from the date of grant. The form for making this election is available from the Secretary of IBKC upon the request of the Award Recipient. 
 6. Additional Conditions 
 Anything in this Agreement to the contrary
notwithstanding, if at any time IBKC further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any document) of the shares of Common Stock issued or issuable pursuant hereto is necessary on any
securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common
Stock pursuant hereto, or the removal or any restrictions imposed on such shares, such shares of Common Stock shall not be issued, in whole or in part, or the restrictions thereon removed, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not acceptable to IBKC. 
 7. No Contract of Employment
Intended 
 Nothing in this Agreement shall confer upon the Award Recipient any right to continue in the employment of the
Company or to interfere in any way with the right of the Company to terminate the Award Recipient’s employment relationship with the Company at any time. 
 8. Binding Effect 
 This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors, administrators and successors. 

  
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 9. Inconsistent Provisions 

The shares of Restricted Stock covered hereby are subject to the provisions of the Plan. If any provision of this Agreement conflicts
with a provision of the Plan, the Plan provision shall control. 
 10. Designation of Beneficiary 

The Award Recipient may expressly designate a beneficiary to his or her interest (the “Beneficiary”), if any, to this Agreement
by completing and executing a designation of beneficiary agreement substantially in the form attached to this Agreement as Exhibit B (the “Designation of Beneficiary”) and delivering an executed copy of the Designation of
Beneficiary to IBKC. 
 11. Notices 
 Any notice or communication required or permitted by any provision of this Agreement to be given to the Award Recipient shall be in writing and shall be delivered personally or sent by certified mail,
return receipt requested, addressed to the Award Recipient at the last address that the Company had for the Award Recipient on its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of
notices relating to this Agreement. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed. 
 12. Modifications 
 This Agreement may be modified or amended at any time,
provided that Award Recipient must consent in writing to any modification that adversely alters or impairs any rights or obligations under this Agreement. 
 13. 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. 
 14. Severability 
 Every provision of this Agreement and of the Plan is
intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement. 

15. 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. 

  
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 16. Counterparts 

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same instrument. 
 17. Restrictions on Transfer

 This Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee.
Notwithstanding the foregoing, the Award Recipient may transfer this Agreement (i) by instrument to an inter vivos or testamentary trust (or other entity) in which each beneficiary is a permissible gift recipient, as such is set forth in
subsection (ii) of this Section 17, or (ii) by gift to charitable institutions or by gift or transfer for consideration to any of the following relatives of the Award Recipient (or to an inter vivos trust, testamentary trust or other
entity primarily for the benefit of the following relatives of the Participant): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships. Any transferee of the Award Recipient’s rights shall succeed and be subject to all of the terms of this Agreement and the Plan.

 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written. 
  

			
	IBERIABANK CORPORATION
		
	By:	 	  

		 	A duly designated representative of the Company
		
		 	  

		 	Award Recipient


  

			
	Attest:	 	


  
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 STOCK POWER 
 PURSUANT TO 
 IBERIABANK CORPORATION 

2010 STOCK INCENTIVE PLAN 
  

					
	State of	 	  
	  	)
		 		  	)             SSN:
	Parish of	 	  
	  	)

 Know all men by these presents that I,
                                         (name of
Award Recipient), do hereby make, constitute and appoint the members of the Compensation Committee of the IBERIABANK Corporation Board of Directors, or any of the them, as appointed by such Board of Directors from time to time, for my benefit as the
recipient of an award under the 2010 Stock Incentive Plan (as evidenced by the attached Agreement dated as of             , 20    , which is incorporated herein by
reference), and in my name, place and stead, my true and lawful attorney-in-fact: 
 To retain the stock certificates or other
evidence of ownership of the Restricted Stock issued to me pursuant to such Agreement until the termination of the applicable Restricted Period and the lapse of restrictions under the terms of such Agreement and, for that purpose, to make, execute
and deliver all assignments or other instruments of transfer deemed necessary or appropriate, to give a receipt or receipts for the same and generally to do all lawful acts necessary or appropriate to secure for me the Restricted Stock issued under
such Agreement. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	Signature of Award Recipient








 IBERIABANK CORPORATION 

 
  

Designation of Beneficiary 
  

 
 In the event of
my death or “Disability” within the meaning of the IBERIABANK Corporation 2010 Stock Incentive Plan (the “Plan”), I hereby designate the following person to be my beneficiary for the Award(s) (within the
meaning of the Plan) identified below: 
  

			
	Name of Beneficiary:	  	  

		
	Address:	  	  

		
		  	  

		
		  	  

		
	Social Security No.:	  	  


 This beneficiary designation of mine relates to any and all of my rights under the following Award or
Awards: 
  

	 	 ̈	the
                                         Award
that I received pursuant to an award agreement dated                  ,          between me and IBERIABANK Corporation (the
“Company”). 

 I understand that this beneficiary designation operates to entitle
the above-named beneficiary to succeed, in the event of my death, to any and all of my rights under the Award(s) designated above, and shall be effective from the date this form is delivered to the Company until such date as I revoke this
designation. A revocation shall occur only if I deliver to an executive officer of the Company either (i) a written revocation of this designation that is signed by me and notarized, or (ii) a designation of death beneficiary, in the form
set forth herein, that is executed and notarized on a later date. 
  

					
		  	Date:	 	  

			
		  	Your Signature:	 	  

			
		  	Your Name (printed):