Stock Option Agreement

Exhibit 10.1


STOCK OPTION AGREEMENT


This Stock Option Agreement ("Option Agreement") is dated as of September 22, 2002, between Acadiana Bancshares, Inc. (ANA") and IBERIABANK Corporation ("IBKC").


WITNESSETH


Whereas, the Boards of Directors of ANA and IBKC have approved an Agreement and Plan of Merger ("Merger Agreement") dated as of the date hereof pursuant to which ANA would be merged into IBKC;


Whereas, as a condition to IBKC's entry into the Merger Agreement and to induce such entry, ANA has agreed to grant to IBKC the option set forth herein to purchase shares of ANA Common Stock;


Now, Therefore, in consideration of the premises herein contained, the parties agree as follows:


1. Definitions.


Capitalized terms defined in the Merger Agreement and used herein shall have the same meanings as in the Merger Agreement.


2. Grant of Option.


Subject to the terms and conditions set forth herein, ANA hereby grants to IBKC an option ("Option") to purchase up to such number of shares of ANA Common Stock, at a price of $23.76 per share payable in cash as provided in Section 4 hereof, as shall equal 4.9% of the outstanding shares of ANA Common Stock after the exercise of the Option; provided, however, that if ANA issues or agrees to issue any shares of ANA Common Stock (other than as permitted under the Merger Agreement) at a price less than $23.76 per share (as adjusted pursuant to Section 6 hereof), the exercise price shall be equal to such lesser price; in no event, however, shall the number of shares for which the Option is exercisable exceed 4.9% of ANA's issued and outstanding Common Stock after the exercise of the Option.


3. Exercise of Option.


(a) Unless IBKC shall have breached in any material respect any covenant or agreement contained in the Merger Agreement and such breach shall not have been cured after notice from ANA, IBKC may exercise the Option, in whole or part, at any time or from time to time within six months (which period of time shall be extended pursuant to


Section 10(a)) following the occurrence of a Purchase Event (as defined below); provided that to the extent the Option shall not have been exercised, it shall terminate and be of no further force and effect (i) on the Effective Date of the Merger under the Merger Agreement, or (ii) upon termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs before the first Purchase Event to occur, or (iii) the date that is one year following the termination of the Merger Agreement, if such termination occurs after the first Purchase Event to occur. Notwithstanding the foregoing, this Option Agreement shall terminate, and all unexercised rights hereunder will simultaneously terminate, whether or not a Purchase Event has occurred, upon any termination of the Merger Agreement (i) under Section 9.1(a) thereof, (ii) by ANA under Section 9.1(b) thereof, or (iii) by either Party under Section 9.1(h) thereof.


(b) As used herein, a "Purchase Event" means any of the following events or transactions occurring after the date hereof:


(i) any person (other than IBKC or any IBKC Subsidiary) shall have commenced a bona fide tender or exchange offer to purchase shares of ANA Common Stock such that upon consummation of such offer such person would own or control 20% or more of the outstanding shares of ANA Common Stock;


(ii) ANA or any ANA Subsidiary, without having received IBKC's prior written consent, shall have entered into an agreement with any person (other than IBKC or any IBKC Subsidiary), or any person (other than IBKC or any IBKC Subsidiary), other than in connection with a transaction to which IBKC has given its prior written consent, shall have filed an application or notice with the Federal Reserve Board or any other federal or state regulatory agency for clearance or approval, and, in cases in which ANA has not consented to and not cooperated in such filing, such application or notice has been approved to (x) merge or consolidate, or enter into any similar transaction, with ANA or any ANA Subsidiary other than with respect to any requirement of divestiture in connection with the Merger Agreement under the federal banking or antitrust laws, (y) purchase, lease or otherwise acquire all or substantially all of the assets of ANA or any ANA Subsidiary other than in the ordinary course of business of ANA or such ANA Subsidiary, or (z) purchase or otherwise acquire (including by way of merger, consolidation, share exchange or any similar transaction) securities representing 20% or more of the voting power of ANA or any ANA Subsidiary;


(iii) any person (other than IBKC, any IBKC Subsidiary or the ANA Subsidiaries in a fiduciary capacity) shall have acquired beneficial ownership or the right to acquire beneficial ownership of 20% or more of the outstanding shares of ANA Common Stock or the common stock of any ANA Subsidiary (the term "beneficial ownership" for purposes of this Option Agreement having the meaning assigned thereto


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in Section 13(d) of the 1934 Act and the regulations thereunder); provided, however, that in calculating the number of shares owned by any person, no shares which were beneficially owned before the effective date of this Agreement shall be included;


(iv) (A) any person (other than IBKC or any IBKC Subsidiary) shall have made prior to the Shareholder's Meeting a bona fide proposal to ANA by public announcement or written communication that is or becomes the subject of public disclosure to (x) acquire ANA or any ANA Subsidiary by merger, consolidation, share exchange, purchase of all or substantially all of its assets or any other similar transaction, or (y) make an offer described in clause (i) or (ii) above; and (B) either (1) the shareholders of ANA fail to approve the Merger Agreement or (2) the Merger Agreement is terminated pursuant to Section 9.1(l) thereof.


(v) any person shall have solicited proxies in a proxy solicitation subject to Regulation 14A under the 1934 Act in opposition to approval of the Merger Agreement by ANA's shareholders and the shareholders fail to approve the Merger Agreement; or


(vi) any transaction of the type referred to in clause (ii) above shall have been consummated.


If more than one of the transactions giving rise to a Purchase Event under this Section 3(b) is undertaken or effected, then all such transactions shall give rise to successive Purchase Events, but the successive nature of such Purchase Events shall not increase the number of shares of ANA Common Stock as to which the Option may be exercised. As used in this Option Agreement, "person" shall have the meanings specified in Sections 3(a)(9) and 13(d)(3) of the 1934 Act.


(c) If IBKC wishes to exercise the Option, it shall send to ANA a written notice (the date of which being herein referred to as "Notice Date") specifying (i) the total number of shares it will purchase pursuant to such exercise, and (ii) a place and date not earlier than three business days nor later than 60 business days from the Notice Date for the closing of such purchase ("Closing Date"); provided that if prior notification to or approval of the Federal Reserve Board or any other Regulatory Authority is required in connection with such purchase, IBKC shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification period has expired or been terminated or such approval has been obtained and any requisite waiting period shall have passed.


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4. Payment and Delivery of Certificates.


(a) At the closing referred to in Section 3 hereof, IBKC shall pay to ANA the aggregate purchase price for the shares of ANA Common Stock purchased pursuant to the exercise of the Option in immediately available funds by a wire transfer to a bank account designated by ANA or by federal funds check if no account has been designated.


(b) At such closing, simu ...