EX-10.6


 Exhibit 10.6 
 Hancock Holding Company 
 One Hancock Plaza 

Post Office Box 4019 
 Gulfport,
Mississippi 39502 
 228-868-4000 
  

	 	Re:	Award of Restricted Common Stock 

 We are pleased to inform you of your grant of Restricted Common Stock of Hancock Holding Company (the “Restricted Shares”). The specifics of the grant, including the grant date, number of
shares, vesting schedule (the “Vesting Period”) and other terms and conditions, as applicable, that are set forth in this online notification of your grant 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. This Award Agreement sets out other provisions applicable to the
grant of your Restricted Shares. 
 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 your immediate supervisor or to the Director of Corporate Human Resources, Manager of Compensation and Benefits, Executive Compensation Analyst, Manager of
Corporate Trust Operations, or their subsequent replacements. 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 Hancock Holding
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. 
 The Board of Directors made this grant of Restricted Shares under the Hancock Holding Company 2005 Long-Term Incentive Plan (the “Plan”). The Plan is administered by a committee appointed by the
Board of Directors (the “Committee”) which has authority to make certain decisions as to the terms of and to interpret the provisions of the Restricted Shares awarded to you under the Plan. 






 Before accepting this grant, you should review the Plan and Prospectus. A link has been
provided in this online notification from which you may access copies of these documents. 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 of Restricted Shares 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. 

The Restricted Shares will vest in accordance with the vesting schedule provided you remain employed with the Company or its subsidiaries
during the entire Vesting Period and keep a comparable position of responsibility and authority during the Vesting Period. Until they become vested, the Restricted Shares are to be held in escrow for you with Hancock Bank. Once your 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 the stock be withheld to cover such taxes, your stock will be released from escrow and from all restrictions on your
ownership imposed hereunder. 
 Upon release from escrow, the Restricted Shares will be sent to you in a certificate
representing such shares or will be issued in your name in a DRS book entry. However, you may request, in writing to the Committee, that all Restricted Shares be issued in a certificate and forwarded to you in lieu of a DRS book entry. 

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, a beneficiary designation filed with the Company 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. If you terminate employment or transfer to a
position not having comparable responsibility or authority, whether voluntarily or involuntarily, at any time prior to the Restricted Shares becoming vested, your Restricted Shares will be forfeited and the Restricted Shares will 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 permanent disability (disability to be determined by the Committee) provided the following conditions are met at the time of your death or
disability: 
  

	 	1.	You are an active employee of the Company or one of its subsidiaries; 

  

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


 

	 	3.	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. 

 In addition, in the event of a CHANGE IN CONTROL, as
defined in the Plan and Prospectus, all restrictions on ownership are lifted and the Restricted Shares will become one hundred percent (100%) vested. In such event, you will have the option of either receiving shares of Common Stock of the
Company or the cash equivalent. 
 This Award Agreement is required by the Plan. Your electronic acceptance of this grant 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.