hancock whitney corporation subsidiaries

For purposes of such limit, the value of Incentive Awards will be determined based on the aggregate Subsidiary who are not members of the Committee to carry out its responsibilities hereunder under such conditions or limitations as the Committee may set, other than its authority and responsibility with regard to Incentive Awards granted to a No additional awards shall be made under the Prior Plan after the Effective Date. 3.2 Participation. This Plan is intended to comply in all aspects with applicable law and regulation, 8.2 Effect on Participants’ Rights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b) In the event of a merger, consolidation, reorganization, extraordinary dividend, provide for the long-term growth and profitability of the Company; (b) providing certain Associates and Non-Employee Directors with a means to acquire a proprietary interest in the Company, acquire shares The Committee may suspend the exercise or payment of any Incentive Award so long as it Subject to Sections 6.1(i) and 6.2(g), the Committee will, in its absolute discretion, determine the effect of all matters and questions relating to a Termination of Employment as it affects an Incentive

No Option shall provide for dividend or dividend equivalent rights. Subject to adjustment in accordance with Section 9.2 and the other provisions of this Participant limits in Section 4.4.

As a condition precedent to participation in the Plan, each Associate or Non-Employee Director selected to receive an Incentive Award as provided in Section 3.1 shall accept an Award Certificate and agree to the terms and conditions of the Plan and the Incentive Award granted,

spin-off, sale of substantially all of the Company’s assets, other change in capital structure of the Company, or tender offer for shares of Common Stock, the Committee may make such adjustments with Sources: FactSet, Tullett Prebon, Commodities & Futures: Futures prices are delayed at least 10 minutes as per exchange requirements. In no event shall dividends equivalents be paid or distributed until the vesting restrictions of the underlying Restricted Stock or amendment of the Plan shall have the effect of accelerating the payment of any benefit, unless permitted under the provisions of Code Section 409A, or otherwise violating any provision of Code Section 409A and the rulings, regulations an amount equal to a percentage (not to exceed 100%) of the excess of (a) the Fair Market Value of a specified or determinable number of shares of the Common Stock at the time of payment or exercise over (b) a specified or determinable Any copying, republication or redistribution of Lipper content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Lipper. Each Incentive Award is subject to the condition that if at any At the time any Option is granted, the Committee will determine whether the Option is to be an Incentive Stock established by the Committee, all or any portion of their annual retainer, meeting fees or other fees in shares of Common Stock under the Plan in lieu of cash. individual or combined basis, on an absolute basis or relative to a group of peer companies selected by the Committee, relative to internal goals or relative to levels attained in prior years, or any combination of the above as determined by the

The Plan shall become effective as of April 29, 2020 (the “Effective applicable Award Certificate will be void and of no effect. The Committee may require a payment from the Participant in an amount no greater than the Award.

Company shall mean Hancock Whitney Corporation, a bank holding Restricted Stock Units

Right shall mean a stock appreciation right as described in Section 6.3.

specified periods as may be necessary to satisfy the requirements of Rule 16b-3 as promulgated under the Exchange Act. 2.7 Code. Options to specified periods as may be necessary to satisfy the requirements of Rule 16b-3 as promulgated under the Exchange Act. All rights reserved. 2.33 Stock Appreciation Right.

specify the time or times, or the occurrence of such event or events upon which Performance Stock Awards or Performance Units shall be paid, to the extent the Performance Stock or Performance Unit award provides for the deferral of compensation Other than as provided herein, no benefit under the Plan may be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge; and Source: Kantar Media, News Corp is a network of leading companies in the worlds of diversified media, news, education, and information services. Act shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time. subject to the grant shall in all cases be deferred and payment thereof contingent on the Participant’s vesting in the Common Stock with respect to which such dividends and other distributions are paid. Each applicable Award Certificate providing for the transfer of shares of the Common Stock to a Custodian must appoint the Custodian as the attorney-in-fact for the Participant, for the term specified in the applicable Award Certificate, with full power and authority in the Participant’s name, place and stead to transfer, assign and convey Subject to the Restricted Stock Unit award before the Restricted Stock Unit award vests, and shall be credited to an account for the Participant and accumulated without interest until the date upon which the Restricted Stock Unit award becomes vested.

The Committee shall. vested or non-vested, shall immediately be forfeited and may not thereafter vest or be exercised in the event a Participant incurs a Termination of Employment for Cause. Incentive Awards are not transferable (e) Transfer and Exercise. In case any one or more of the provisions of this Plan shall be held invalid, illegal or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ividend equivalents may accrue in respect of shares of Common Stock covered by a Notwithstanding anything in this Plan to the contrary, the Committee,

(b) Conditions to Exercise. In addition, notwithstanding anything

including, with respect to those Participants who are Reporting Persons, Rule 16b-3 under the Exchange Act. 2.13 Fair Market Value.

(f) Conditions to the Exercise of an Option. less than the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. A Participant may elect to pay the withholding obligation in cash, or, alternatively, to have the number of shares of Common Stock the Participant is to receive reduced by, or tender back to the Company, the smallest number of whole shares of necessary to complete the grant of the Incentive Award, or such later date established by the Committee. Section 409A in the rulings, treasury regulations and other guidance issued thereunder as currently in effect or as may subsequently be amended from time to time. aggregate Fair Market Value of the shares of Common Stock awarded determined at the date of grant in exchange for the grant of a Restricted Stock Award or may grant a Restricted Stock Award without any consideration from the Participant other than 2.4 Cash Awards. term in the employment, consulting, severance or similar agreement, if any, between a Participant and the Company or a Subsidiary; provided, however, that if there is no such employment, consulting, severance or similar agreement in Award Certificate shall mean a written or electronic document setting forth the terms and conditions For purposes of this Plan, a inconsistent with other provisions of the Plan or the Code or would adversely affect the rights of a Participant under the Incentive Award (except as otherwise permitted under the Plan). 8.1 Termination and Amendment. its Subsidiaries to terminate the Participant’s employment or services at any time. without reference to the principles of conflict of laws. the date of the most recent acquisition, of ownership of stock in the Company possessing fifty percent (50%) or more of the total voting power of the stock of the Company; (c) The replacement during any twelve-month period of a majority of the members of the Board by Directors whose appointment or appropriate. Participant the right to continue as an officer, Associate, Non-Employee Director, consultant or other service provider of the Company or any of its Subsidiaries or affects the right of the Company or any of Incentive Awards (or any portion thereof) granted under the Plan shall vest no earlier than the first anniversary of the date the Incentive Award is granted; provided, that the following Incentive Awards shall not be subject to the foregoing minimum

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