Common use of Consultancy Clause in Contracts

Consultancy. (a) The parties hereto agree that, during the period from the date of consummation of the acquisition of Pocahontas Bancorp, Inc. (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date (the “Consulting Period”), the Consultant undertakes to provide his personal advice and counsel to the Bank and its affiliates in connection with the business of banking and financial services (the “Consulting Services”). The Consultant shall provide such other consulting services commensurate with the Consultant’s prior experience as may be requested by the Chief Executive Officer of the Bank or his delegate from time to time. The Consulting Services may be provided in person, telephonically, electronically or by correspondence. In addition, the Consultant shall privately and publicly be supportive of the Acquisition, PFSL, IBKC, the Bank and management of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managements. (b) In consideration for the Consulting Services to be provided pursuant to Section 1(a) hereof, the Bank shall pay to the Consultant a fee of $12,500 per month, payable on the Bank’s normal monthly accounts payable processing. In the event of the Bank’s termination of this Consulting Agreement during the Consulting Period, the Consultant shall be entitled to receive the monthly fee of $12,500 for the remainder of the Consulting Period, provided Consultant complies with all terms of this Consulting Agreement and the related Limited Agreement Not to Compete dated the date hereof. (c) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of the Bank or any other affiliate of the Bank. As such, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employees. (d) If the Consultant dies during the Consulting Period or otherwise is unable to provide the Consulting Services, this Consulting Agreement shall terminate, and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreement.

Consultancy. (a) The parties hereto agree that, during During the period from beginning on the date Effective Date and for a period of consummation of the acquisition of Pocahontas Bancorp, Inc. six (“PFSL”6) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date months thereafter (the “Consulting Period”), the Consultant undertakes shall undertake to provide his personal advice and counsel to the Bank Employer and its subsidiaries and affiliates in connection with the business of banking the Employer and financial its subsidiaries, on an “as needed” basis, including, but not limited to: (a) will provide advisory and consultative services to Royal as instructed by Royal’s CEO and will ensure that all job functions, direct and indirect reporting relationships are fully transitioned to those individuals designated by Royal’s CEO no later than June 30th, 2012; (b) consulting with the Employer regarding the operations, regulatory, legal and customer relationships of the Employer and its subsidiaries; (c) providing services similar to those the Consultant is currently providing the Employer; (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such other consulting services commensurate with the Consultant’s prior experience Consulting Services as may be requested from time to time by the Chief Executive Officer of the Bank or Employer. During the Consulting Period, the Consultant shall be available to devote up to 25 hours per week of his delegate from time business time, attention, skills and efforts (other than during holidays, vacations and periods of illness) to timethe business and affairs of the Employer and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of the Employer and its subsidiaries and affiliates. The Such Consulting Services may be provided in person, telephonically, electronically or by correspondencecorrespondence as reasonably determined by the Employer and the Consultant. In addition, the The Consultant shall privately and publicly be supportive reasonably available for meetings at the principal executive offices of the Acquisition, PFSL, IBKC, Employer and outside locations as needed at such times as the Bank and management Employer shall reasonably require. The Consultant will not maintain an assigned office at any of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managementsEmployer’s locations. (b) In consideration for the Consulting Services to be provided pursuant to Section 1(a) hereof, the Bank shall pay to the Consultant a fee of $12,500 per month, payable on the Bank’s normal monthly accounts payable processing. In the event of the Bank’s termination of this Consulting Agreement during the Consulting Period, the Consultant shall be entitled to receive the monthly fee of $12,500 for the remainder of the Consulting Period, provided Consultant complies with all terms of this Consulting Agreement and the related Limited Agreement Not to Compete dated the date hereof. (cd) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of the Bank Employer or any other subsidiary or affiliate of the BankEmployer. (e) Subject to the restrictions of Section 2, Employer acknowledges that Consultant may render services to a third party(ies), and/or Consultant may be engaged in his own business(es) during the term of this Agreement. As suchNotwithstanding the foregoing, the Consultant shall not be entitled to benefits which are available to the Bank’s accept full-time employeesemployment with another employer prior to December 31, 2012 unless prior notification is provided to Employer. In the event Consultant accepts full-time employment with another employer prior to December 31, 2012, the obligations of the Employer under Sections 6 and 7 shall cease. (d) If the Consultant dies during the Consulting Period or otherwise is unable to provide the Consulting Services, this Consulting Agreement shall terminate, and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreement.

Consultancy. (a) The parties hereto agree thatIn consideration of the payments specified in Section 5(a)(i) hereof, during the period from commencing on the first day following the date of consummation expiration of the acquisition of Pocahontas Bancorp, Inc. (“PFSL”period referred to in Section 4(b)(iv) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement hereof and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith ending six months thereafter (the “Acquisition”) until the second anniversary of such date (the “"Consulting Period”"), the Consultant Executive undertakes to provide his personal advice and counsel to the Bank Company and its affiliates Family Bank, FSB, a wholly-owned subsidiary of the Company, in connection with the business of banking the Company and financial services Family Bank, FSB, including consulting with the Company and Family Bank, FSB regarding their operations and customer relationships, growth and expansion opportunities and other business matters (collectively, the “"Consulting Services”"). , subject to the terms and conditions which are set forth herein. (i) In no event shall the Executive be required to provide Consulting Services hereunder for more than 35 hours per week or 140 hours in any calendar month during the Consulting Period. (ii) The Consultant Executive shall provide such other consulting services Consulting Services commensurate with the Consultant’s Executive's prior experience as may be reasonably requested by the Chief Executive Officer of the Bank Company or his delegate designee from time to timetime and at mutually agreeable times. The Such Consulting Services may be provided in person, telephonically, electronically or by correspondence. In addition. (iii) The Executive shall not be required to provide Consulting Services outside a 50-m▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ovided that the Consultant shall privately and publicly Executive may be supportive requested to provide consulting services at the executive offices of the AcquisitionCompany located in Portland, PFSL, IBKC, Maine up to not more than four times per month during the Bank and management of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managementsConsulting Period. (b) In consideration The Company shall reimburse the Executive or otherwise provide for or pay for all reasonable expenses incurred by the Consulting Services Executive at the request of the Company, subject to such reasonable documentation as may be provided pursuant to Section 1(a) hereofrequested by the Company. If such expenses are paid in the first instance by the Executive, the Bank Company shall pay to reimburse the Consultant a fee Executive therefor upon receipt of $12,500 per month, payable on such reasonable documentation as may be requested by the Bank’s normal monthly accounts payable processing. In the event of the Bank’s termination of this Consulting Agreement during the Consulting Period, the Consultant shall be entitled to receive the monthly fee of $12,500 for the remainder of the Consulting Period, provided Consultant complies with all terms of this Consulting Agreement and the related Limited Agreement Not to Compete dated the date hereofCompany. (c) During the Consulting Period, the Consultant Executive shall be treated as an independent contractor and shall not be deemed to be an employee of the Bank Company or any subsidiary or other affiliate of the Bank. As such, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employeesCompany. (d) If the Consultant dies during the Consulting Period or otherwise is unable to provide the Consulting Services, this Consulting Agreement shall terminate, and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreement.

Consultancy. (a) The parties hereto agree thatCommencing August 1, 1997, Executive shall, upon reasonable request of the Corporation, at any time during the period from following seven years (through July 31, 2004), provide his services to the date Corporation as a consultant, and receive payments at an annual rate of consummation $500,000 for such consulting services rendered and his availability to provide such services, payable quarterly in advance commencing as of the acquisition Payment Date. Executive may be asked to provide his consulting services to the Corporation with respect to any matter within the general area of Pocahontas BancorpExecutive's expertise as developed during his employment with the Corporation that may from time to time arise during the consulting period but Executive shall be required to act only in an advisory capacity to the officers of the Corporation; it being understood that such services shall include initially consultation on transitional matters. It is, Inc. however, understood and agreed that Executive shall not be called upon to devote a major portion of his business time to the performance of services as a consultant to the Corporation and that Executive shall only be required to perform his consulting services at such times, and at such places and for such periods, as will result in the least inconvenience to Executive in relation to such other commitments as he may have from time to time (“PFSL”including, without limitation, any full-time employment). It is further understood and agreed that Executive may provide his consulting services in person at the office to be provided to him by the Corporation as required by Section 3(f) hereof or at other locations reasonably requested by IBERIABANK the Corporation or by correspondence or telecommunications from his residence or elsewhere as Executive may determine. Regardless of how performed, all of Executive's consulting services shall be provided to the best of his ability. Executive's obligation to render consulting services to the Corporation pursuant hereto shall be suspended (“IBKC”but not his right to receive the consulting payments provided hereby) for such periods during which Executive may be physically or mentally incapacitated. In the event of Executive's death before the end of the period during which he is to provide consulting services to the Corporation pursuant hereto (assuming none of the contingencies referred to an Agreement and Plan in the penultimate sentence of Merger (“Merger Agreement”this paragraph 6(a) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date (the “Consulting Period”has occurred), the Consultant undertakes consulting payments to provide his personal advice which Executive is entitled pursuant to this Section 6 shall be payable to such beneficiary or beneficiaries as may be designated by Executive in a written designation received by the Corporation or, if no such designation is received by the Corporation or any previous designation is revoked in writing and counsel such revocation is received by the Corporation prior to Executive's death, to Executive's estate, in either such case on such periodic basis as may be convenient to the Bank and its affiliates Corporation (but not less often than monthly). Executive shall be reimbursed by the Corporation for his reasonable out-of-pocket business expenses incurred in connection with the performance of his consultancy services for the Corporation, upon receipt by the Corporation of reasonable evidence thereof, provided that such expenses were incurred with the prior, written authorization of the Corporation. Notwithstanding the foregoing provisions of this paragraph 6(a), the Corporation's obligation to make consulting payments to Executive is contingent upon (i) Executive not having breached his duty to provide consulting services as provided by this paragraph 6(a) or his confidentiality, non-competition and non-solicitation obligations as provided by Section 7 hereof and (ii) Executive not having provided management or executive services (whether as a consultant, adviser, officer, or director) to any company (whether or not referred to in paragraph 7(b)(ii) hereof) which is in direct and substantial competition with the air transportation business of banking the Corporation and financial services (its subsidiaries as that business is conducted on July 31, 1997, without the “Consulting Services”). The Consultant shall provide such other consulting services commensurate with the Consultant’s prior experience as may be requested by the Chief Executive Officer prior, express, written consent of the Bank Corporation; provided, however, that the provisions of clause (ii) of this sentence shall not prevent Executive from owning any debt securities of, or his delegate from time to time. The Consulting Services may be provided in personless than 5% of any class of equity security of, telephonicallyany company if such security is registered under Section 12 of the Securities Exchange Act of 1934, electronically or by correspondenceas amended. In addition, the Consultant shall privately and publicly be supportive view of the Acquisition, PFSL, IBKC, the Bank and management worldwide air transportation business of the parties Corporation and the detailed involvement of Executive in all aspects of that worldwide business, it is understood and agreed that the restrictions agreed to in clause (ii) of the immediately preceding sentence are intended to extend to management or executive services which are directly related to the Merger Agreement and their subsidiariesprovision of air transportation services into, and without limiting within or from the generality United States, as no smaller geographical restriction will adequately protect the legitimate business interests of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managementsCorporation. (b) In consideration for the Consulting Services to be provided pursuant to Section 1(a) hereof, the Bank The period during which Executive shall pay provide consulting services to the Consultant a fee of $12,500 per monthCorporation as provided by paragraph 6(a) hereof shall be automatically extended, payable on the Bank’s normal monthly accounts payable processing. In beginning August 1, 2004, for an additional year (until July 31, 2005), even in the event of Executive's incapacity or death prior thereto, and Executive (or his beneficiaries or estate, as the Bank’s termination of this Consulting Agreement during the Consulting Period, the Consultant case may be) accordingly shall be entitled to receive on the monthly fee terms and subject to the conditions therein provided additional consulting payments in respect of such year at an annual rate of $12,500 500,000, in quarterly installments, payable in advance, unless Executive at any time during the previous seven-year period has provided management or executive services (as an employee, consultant, advisor, officer or director or in any other capacity) for the remainder compensation either (i) to a non-governmental third party (whether or not a competitor of the Consulting PeriodCorporation) or (ii) to a governmental entity (other than on a part-time, consulting basis), unless Executive has provided Consultant complies such services with all terms the prior, express, written consent of the Corporation; provided, however, that, notwithstanding the foregoing provisions of this Consulting Agreement sentence, Executive may provide his services (i) as a non-officer director of any company that does not directly or indirectly conduct business which is in direct and substantial competition with the related Limited Agreement Not to Compete dated the date hereof. (c) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee air transportation business of the Bank Corporation as that business is conducted on July 31, 1997 or any other affiliate (ii) to a business owned by Executive and/or his family which is not in direct and substantial competition with the air transportation business of the Bank. As suchCorporation as that business is conducted on July 31, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employees1997. (d) If the Consultant dies during the Consulting Period or otherwise is unable to provide the Consulting Services, this Consulting Agreement shall terminate, and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreement.

Consultancy. Agilysys shall engage Dennedy as a consultant upon the following terms and conditions: (ai) The parties hereto agree thatConsultancy shall commence on January 3, during the period from the date of consummation of the acquisition of Pocahontas Bancorp2017, Inc. (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith shall terminate (the “AcquisitionConsultancy Termination Date”) until effective January 31, 2017, unless earlier terminated by either of the second anniversary of such date (the “Consulting Period”), the Consultant undertakes to provide his personal advice and counsel Parties upon written notice to the Bank and its affiliates in connection other, which notice may be given by Dennedy with the business of banking and financial services or without cause or by Agilysys for Cause (the “Consulting Services”as defined below). The Consultant As a consultant, Dennedy shall provide such other consulting services commensurate with the Consultant’s prior experience as may be requested by report to the Chief Executive Officer of Agilysys and shall assist with transitional matters, provide strategic advice, and perform such other duties as the Bank or his delegate from time to time. The Consulting Services may be provided in person, telephonically, electronically or by correspondence. In additionParties shall mutually agree (collectively, the Consultant shall privately and publicly be supportive of the Acquisition, PFSL, IBKC, the Bank and management of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managements“Services”). (bii) In As consideration for the Consulting Services to be provided pursuant to Section 1(a) hereofServices, the Bank Agilysys shall pay to the Consultant Dennedy a fee of $12,500 1,129.00 per month, payable on the Bank’s normal monthly accounts payable processing. In the event calendar day of the Bank’s termination of this Consulting Agreement during the Consulting PeriodConsultancy, the Consultant shall be entitled to receive the monthly resulting in a total fee of $12,500 32,741 if the Consultancy extends through January 31, 2017. The fee shall be paid (A) on January 20, 2017, for Services rendered through January 15, 2017, and (B) on the remainder of first business day that is at least eight (8) calendar days after Dennedy signs and returns to Agilysys the Consulting Period, provided Consultant complies with all terms Second Release described in Section 2(c) of this Consulting Agreement and the related Limited Agreement Not to Compete dated the date hereofAgreement, for Services rendered after January 15, 2017. (ciii) During the Consulting PeriodAs a consultant, the Consultant Dennedy shall be treated as at all times an independent contractor to, and not an employee of, Agilysys and shall not be deemed eligible to participate in any benefit plans, policies or programs provided by Agilysys to its employees, including but not limited to workers’ compensation, unemployment compensation, paid vacation, paid holidays, paid sick leave, health insurance, life insurance, pension or retirement plans, disability programs, or other benefits, benefit plans or benefit programs of any kind. (iv) The fee for the Services shall not be an employee subject to withholding for taxes and shall be reported to the Internal Revenue Service on a Form 1099. Dennedy shall be obligated to pay all applicable federal and state income taxes on any monies paid pursuant to this Section 2(a). Dennedy agrees to indemnify Agilysys from and against any claims, costs, losses, fees, penalties, interest or damages suffered or incurred by Agilysys due to Dennedy’s failure to pay taxes as required by this Section 2(a). (v) As used herein, “Cause” means Dennedy’s: (A) conviction of (including plea of guilty or no-contest to) any felony or any crime involving dishonesty; (B) act of fraud or material dishonesty in connection with the Bank Consultancy; (C) material breach of this Agreement or any other affiliate contract with Agilysys that is not cured (if capable of the Bank. As such, the Consultant shall cure) within seven (7) calendar days after written notice of such breach; or (D) material violation of any applicable policy of Agilysys that is not be entitled to benefits which are available to the Bank’s full-time employeescured (if capable of cure) within seven (7) calendar days after written notice of such violation. (d) If the Consultant dies during the Consulting Period or otherwise is unable to provide the Consulting Services, this Consulting Agreement shall terminate, and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreement.

Consultancy. (a) The Subject to the provisions of Section 2(d) hereof, the parties hereto agree that, during the six-month period from immediately following the date of consummation Effective Time of the acquisition of Pocahontas Bancorp, Inc. (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date (the “Consulting Period”), the Consultant undertakes to provide his personal advice and counsel to the Bank NewAlliance and its subsidiaries and affiliates (including NewAlliance Bank) in connection with the business of banking NewAlliance and financial its subsidiaries, including, but not limited to, consulting with NewAlliance regarding the operations and customer relationships of NewAlliance and its subsidiaries, providing introductions to customers and providing personal services similar to those the Consultant is currently providing Cornerstone and Cornerstone Bank (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such other consulting services commensurate with the Consultant’s prior experience Consulting Services as may be requested from time to time by the Executive Vice President and Chief Operating Officer of NewAlliance, and if he or she is not in the office on the date in question, then by the President and Chief Executive Officer of NewAlliance, and if he or she is also not in the Bank or office on the date in question, then by the Executive Vice President - Business Banking of NewAlliance Bank. During the Consulting Period, the Consultant shall be available to devote his delegate from time full business time, attention, skills and effort (other than during holidays, vacations and periods of illness) to timethe business and affairs of NewAlliance and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of NewAlliance and its subsidiaries and affiliates. The Such Consulting Services may be provided in person, telephonically, electronically or by correspondence. In additioncorrespondence as NewAlliance, NewAlliance Bank and the Consultant may agree. The Consultant shall privately be available for meetings at the principal executive offices of NewAlliance and publicly NewAlliance Bank at such times as shall be supportive of the Acquisition, PFSL, IBKC, the Bank reasonable and management of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managementsappropriate. (b) In consideration for During the Consulting Services to be provided pursuant to Section 1(a) hereofPeriod, the NewAlliance or NewAlliance Bank shall pay to reimburse the Consultant a fee or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of $12,500 per monthNewAlliance or NewAlliance Bank, payable on the subject to such documentation and prior approval as may be required by NewAlliance or NewAlliance Bank’s normal monthly accounts payable processing. In the event of the Bank’s termination of this Consulting Agreement addition, during the Consulting Period, NewAlliance Bank shall provide the Consultant shall be entitled with the continued use of an automobile of the same make, year and model as provided by Cornerstone Bank to receive the monthly fee Consultant as of $12,500 the date of this Agreement, with NewAlliance Bank paying the costs for fuel, insurance, maintenance and repairs of the remainder of automobile during the Consulting Period, provided Consultant complies with all terms of this Consulting Agreement and the related Limited Agreement Not to Compete dated the date hereof. (c) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of the Bank NewAlliance or any other subsidiary or affiliate of the Bank. As such, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employeesNewAlliance. (d) If the The Consultant dies during may terminate the Consulting Period or otherwise is unable by providing thirty (30) days written notice to provide NewAlliance and NewAlliance Bank. In addition, the Consulting Period shall automatically terminate by reason of the death of the Consultant and no notice of termination shall be required. NewAlliance or NewAlliance Bank may terminate the Consulting Services for Cause as hereinafter defined, in which event the Consulting Period will end as of the date the Consulting Services are terminated. (e) For purposes of this Agreement, termination for “Cause” shall mean a discharge because the Board of Directors of NewAlliance or NewAlliance Bank (the “NewAlliance Board”) determines that the Consultant has: (A) willfully failed to perform his assigned duties under this Agreement, other than any failure resulting from the Consultant's incapacity due to physical or mental injury or illness; (B) committed an act involving moral turpitude in connection with his Consulting Services; (C) engaged in willful misconduct; (D) breached his fiduciary duties for personal profit; (E) willfully violated, in any material respect, any law, rule or regulation (other than traffic violations or similar offenses), written agreement or final cease-and-desist order with respect to his performance of services for NewAlliance or its subsidiaries and affiliates, as determined by the NewAlliance Board; or (F) materially breached the terms of this Agreement and failed to cure such material breach during a 15-day period following the date on which the NewAlliance Board gives written notice to the Consultant of the material breach. For purposes of the definition of Cause, no act or failure to act, on the part of the Consultant, shall be considered "willful" unless it is done, or omitted to be done, by the Consultant in bad faith or without reasonable belief that the Consultant's action or omission was in the best interests of NewAlliance or its subsidiaries and affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the NewAlliance Board or based upon the written advice of counsel for NewAlliance shall be conclusively presumed to be done, or omitted to be done, by the Consultant in good faith and in the best interests of NewAlliance or its subsidiaries and affiliates. The cessation of the Consulting Agreement Services shall terminatenot be deemed to be for "Cause" within the meaning of this Section 2(e) unless and until there shall have been delivered to the Consultant a copy of a resolution duly adopted by the affirmative vote of three-fourths of the members of the NewAlliance Board at a meeting of such Board called and held for such purpose (after reasonable notice is provided to the Consultant and the Consultant is given an opportunity, together with counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, the Consultant is guilty of the conduct described in this Section 2(e), and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreementspecifying the particulars thereof in detail.

Consultancy. (a) The Subject to the provisions of Section 2(d) hereof, the parties hereto agree that, during the six-month period from immediately following the date of consummation Effective Time of the acquisition of Pocahontas Bancorp, Inc. (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date (the “Consulting Period”), the Consultant undertakes to provide his personal advice and counsel to the Bank NewAlliance and its subsidiaries and affiliates (including NewAlliance Bank) in connection with the business of banking NewAlliance and financial its subsidiaries, including, but not limited to, consulting with NewAlliance regarding the operations and customer relationships of NewAlliance and its subsidiaries, providing introductions to customers and providing personal services similar to those the Consultant is currently providing Cornerstone and Cornerstone Bank (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such other consulting services commensurate with the Consultant’s prior experience Consulting Services as may be requested from time to time by the Executive Vice President and Chief Operating Officer of NewAlliance, and if he or she is not in the office on the date in question, then by the President and Chief Executive Officer of NewAlliance, and if he or she is also not in the Bank or office on the date in question, then by the Executive Vice President - Business Banking of NewAlliance Bank. During the Consulting Period, the Consultant shall be available to devote his delegate from time full business time, attention, skills and effort (other than during holidays, vacations and periods of illness) to timethe business and affairs of NewAlliance and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of NewAlliance and its subsidiaries and affiliates. The Such Consulting Services may be provided in person, telephonically, electronically or by correspondence. In additioncorrespondence as NewAlliance, NewAlliance Bank and the Consultant may agree. The Consultant shall privately be available for meetings at the principal executive offices of NewAlliance and publicly NewAlliance Bank at such times as shall be supportive of the Acquisition, PFSL, IBKC, the Bank reasonable and management of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managementsappropriate. (b) In consideration for During the Consulting Services to be provided pursuant to Section 1(a) hereofPeriod, the NewAlliance or NewAlliance Bank shall pay to reimburse the Consultant a fee or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of $12,500 per monthNewAlliance or NewAlliance Bank, payable on the subject to such documentation and prior approval as may be required by NewAlliance or NewAlliance Bank’s normal monthly accounts payable processing. In the event of the Bank’s termination of this Consulting Agreement addition, during the Consulting Period, NewAlliance Bank shall provide the Consultant shall be entitled with the continued use of an automobile of the same make, year and model as provided by Cornerstone Bank to receive the monthly fee Consultant as of $12,500 the date of this Agreement, with NewAlliance Bank paying the costs for fuel, insurance, maintenance and repairs of the remainder of automobile during the Consulting Period, provided Consultant complies with all terms of this Consulting Agreement and the related Limited Agreement Not to Compete dated the date hereof. (c) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of the Bank NewAlliance or any other subsidiary or affiliate of the Bank. As such, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employeesNewAlliance. (d) If the The Consultant dies during may terminate the Consulting Period or otherwise is unable by providing thirty (30) days written notice to provide NewAlliance and NewAlliance Bank. In addition, the Consulting Period shall automatically terminate by reason of the death of the Consultant and no notice of termination shall be required. NewAlliance or NewAlliance Bank may terminate the Consulting Services for Cause as hereinafter defined, in which event the Consulting Period will end as of the date the Consulting Services are terminated. (e) For purposes of this Agreement, termination for “Cause” shall mean a discharge because the Board of Directors of NewAlliance or NewAlliance Bank (the “NewAlliance Board”) determines that the Consultant has: (A) willfully failed to perform his assigned duties under this Agreement, other than any failure resulting from the Consultant’s incapacity due to physical or mental injury or illness; (B) committed an act involving moral turpitude in connection with his Consulting Services; (C) engaged in willful misconduct; (D) breached his fiduciary duties for personal profit; (E) willfully violated, in any material respect, any law, rule or regulation (other than traffic violations or similar offenses), written agreement or final cease-and-desist order with respect to his performance of services for NewAlliance or its subsidiaries and affiliates, as determined by the NewAlliance Board; or (F) materially breached the terms of this Agreement and failed to cure such material breach during a 15-day period following the date on which the NewAlliance Board gives written notice to the Consultant of the material breach. For purposes of the definition of Cause, no act or failure to act, on the part of the Consultant, shall be considered “willful” unless it is done, or omitted to be done, by the Consultant in bad faith or without reasonable belief that the Consultant’s action or omission was in the best interests of NewAlliance or its subsidiaries and affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the NewAlliance Board or based upon the written advice of counsel for NewAlliance shall be conclusively presumed to be done, or omitted to be done, by the Consultant in good faith and in the best interests of NewAlliance or its subsidiaries and affiliates. The cessation of the Consulting Agreement Services shall terminatenot be deemed to be for “Cause” within the meaning of this Section 2(e) unless and until there shall have been delivered to the Consultant a copy of a resolution duly adopted by the affirmative vote of three-fourths of the members of the NewAlliance Board at a meeting of such Board called and held for such purpose (after reasonable notice is provided to the Consultant and the Consultant is given an opportunity, together with counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, the Consultant is guilty of the conduct described in this Section 2(e), and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreementspecifying the particulars thereof in detail.

Consultancy. (a) The Subject to the provisions of Section 1(e), below, the parties hereto agree that, during the two-year period from immediately following the date of consummation of the acquisition of Pocahontas Bancorp, Inc. hereof (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date (the “"Consulting Period”"), the Consultant undertakes to provide his personal advice and counsel to the Bank Company and its affiliates subsidiaries in connection with the business of banking the Company and financial services its subsidiaries, including consulting with the Company regarding the operations and customer relationships of the Company and providing introductions to customers (herein referred to as the “"Consulting Services”"). , subject to the terms and conditions which are set forth herein. (i) In no event shall the Consultant be required to provide more than 80 hours of Consulting Services in any calendar month during the Consulting Period. (ii) The Consultant shall provide such other consulting services Consulting Services commensurate with the Consultant’s 's prior experience as may be reasonably requested by the Chief Executive Officer of the Bank or his delegate Company from time to timetime and at mutually agreeable times. The Such Consulting Services may be provided in person, telephonically, electronically or by correspondence. In addition, the . (iii) The Consultant shall privately and publicly not be supportive required to provide Consulting Services outside a 50 mile radius of the AcquisitionTupelo, PFSL, IBKC, the Bank and management of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managementsMississippi. (b) In consideration for of the Consultant's agreement to provide Consulting Services to be provided pursuant to Section 1(a) hereofhereunder, the Bank shall pay to the Consultant a fee of $12,500 per month, payable on the Bank’s normal monthly accounts payable processing. In the event of the Bank’s termination of this Consulting Agreement during the Consulting Period, the Company shall, or shall cause one of its subsidiaries to (i) pay the Consultant shall be entitled to receive consulting fees at the monthly fee rate of $12,500 75,000 per annum, payable in monthly installments on the last business day of each month during such Consulting Period; (ii) provide life and health insurance coverage substantially identical to the coverage provided by Merchants & Farmers Bank to its employees; (iii) pay the country club dues for the remainder Consultant's current membership; and (iv) provide the Consultant with the continued use of the Consulting Periodcar that Community Federal had provided to him immediately prior hereto, provided Consultant complies plus the cost of gasoline, insurance, repairs and maintenance with all terms of this Consulting Agreement and the related Limited Agreement Not respect to Compete dated the date hereofsuch car. (c) The Company shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of the Company, subject to such reasonable documentation as may be established by the Board of Directors of the Company. If such expenses are paid in the first instance by the Consultant, the Company shall reimburse the Consultant therefor. (d) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of the Bank Company or any other affiliate of the BankCompany. As suchHowever, all payments to be made to the Consultant hereunder shall be subject to withholding of such amounts, if any, relating to income tax and other payroll deductions as may be required by law or regulation during the Consulting Period. (e) If the Consultant (x) shall become disabled or incapacitated to the extent that he is unable to perform his duties for a period of six (6) consecutive months in any twelve (12) month period or (y) has materially breached the terms of this Agreement, the Company may terminate the Consultant by written notice of termination provided to the Consultant. Thereafter, the Consultant shall not be entitled to no further compensation or benefits which are available to under the Bank’s full-time employees. (d) If terms of this Agreement. The consulting services of the Consultant dies during shall automatically terminate by reason of the Consulting Period or otherwise is unable to provide death of the Consulting Services, this Consulting Agreement shall terminate, Consultant and no notice of termination shall be required. After his death, the estate and family of the Consultant shall be entitled to no further consulting fees compensation or benefits shall be payable or provided pursuant to under the terms of this Consulting Agreement.

Consultancy. (a) The parties hereto agree thatIn return for the consideration received in Section 2, during Employee agrees to provide consulting services for the period Company from the date of consummation of the acquisition of Pocahontas BancorpTermination Date through December 31, Inc. (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date 2006 (the “Consulting Period”), ) in the Consultant undertakes to provide his personal advice field of peripheral artery disease treatment and counsel to the Bank and its affiliates in connection with the business of banking and financial services cardiovascular artery disease treatment (the “Field”) and in the use of the Company’s existing products or products under development during the Consulting Services”)Period. The Consultant During such Consulting Period, Employee shall provide such other consulting transition services commensurate with the Consultant’s prior experience as may be requested by the to assist a new Chief Executive Officer and work on projects mutually agreed upon by Employee and the Company for up to ten (10) hours per month at times mutually acceptable to both Parties. In the event that Employee does not comply with this Section 3(a), 3(b), 4, 11, 12 or 13, in the sole reasonable determination of a majority of the Bank or his delegate from time then current directors on the Company’s Board, the Company may terminate the consulting relationship provided for in this Section 3 and, upon such termination, the Options shall stop vesting and any unvested shares shall be returned to timethe Option Plan. The Consulting Services may be provided in person, telephonically, electronically Period or by correspondence. In addition, such shorter period that the Consultant shall privately and publicly be supportive of the Acquisition, PFSL, IBKC, the Bank and management of the parties Employee provides services to the Merger Agreement and their subsidiariesCompany as a consultant pursuant to this Section 3 shall be referred to as the “Consultancy.” During the Consulting Period, and without limiting Employee shall be permitted to retain use of his Company provided laptop computer. With regard to investor communications during the generality Consultancy, if Employee is contacted by an investor with regard to Company business, he shall promptly refer the investor to an appropriate member of senior management at the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managementsCompany. (b) In consideration for Employee acknowledges that the Consulting Services nature of the Company’s business is such that if Employee were to be provided pursuant to Section 1(a) hereofbecome employed by, or substantially involved in, the Bank shall pay to the Consultant business of a fee of $12,500 per month, payable on the Bank’s normal monthly accounts payable processing. In the event competitor of the Bank’s termination of this Consulting Agreement Company during the Consulting PeriodConsultancy, it would be very difficult for Employee not to rely on or use the Consultant shall be entitled Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, Employee agrees and acknowledges that Employee’s right to continue the Consultancy and to receive the monthly fee of $12,500 for continued vesting set forth in Section 2(c) (to the remainder of extent Employee is otherwise entitled to such payments) shall be conditioned upon Employee not directly or indirectly engaging in (whether as an employee, consultant, advisor, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interested in or participating in the Consulting Periodfinancing, provided Consultant complies operation, management or control of, any person, firm, corporation or business that competes with all terms of this Consulting Agreement and Company or is a customer in the related Limited Agreement Not to Compete dated Field during the date hereofConsultancy. (c) During Notwithstanding the Consulting Periodabove, in the Consultant event Employee accepts other employment, involving a commitment of at least 30 hours per week, following the Termination Date, Employee shall be treated as an independent contractor and shall not be deemed to be an employee of promptly notify the Bank or any other affiliate of the Bank. As such, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employeesCompany. (d) If the Consultant dies during the Consulting Period or otherwise is unable to provide the Consulting Services, this Consulting Agreement shall terminate, and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreement.

Consultancy. (a) The Subject to the provisions of Section 2(d) hereof, the parties hereto agree that, during the six-month period from immediately following the date of consummation Effective Time of the acquisition of Pocahontas Bancorp, Inc. (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date (the “Consulting Period”), the Consultant undertakes to provide his personal advice and counsel to the Bank NewAlliance and its subsidiaries and affiliates (including NewAlliance Bank) in connection with the business of banking NewAlliance and financial its subsidiaries, including, but not limited to, consulting with NewAlliance regarding the operations and customer relationships of NewAlliance and its subsidiaries, providing introductions to customers and providing personal services similar to those the Consultant is currently providing Cornerstone and Cornerstone Bank (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such other consulting services commensurate with the Consultant’s prior experience Consulting Services as may be requested from time to time by the Executive Vice President - Business Banking of NewAlliance Bank, and if he or she is not in the office on the date in question, then by the President and Chief Executive Officer of NewAlliance, and if he or she is also not in the Bank or office on the date in question, then by the Executive Vice President and Chief Operating Officer of NewAlliance. During the Consulting Period, the Consultant shall be available to devote his delegate from time full business time, attention, skills and effort (other than during holidays, vacations and periods of illness) to timethe business and affairs of NewAlliance and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of NewAlliance and its subsidiaries and affiliates. The Such Consulting Services may be provided in person, telephonically, electronically or by correspondence. In additioncorrespondence as NewAlliance, NewAlliance Bank and the Consultant may agree. The Consultant shall privately be available for meetings at the principal executive offices of NewAlliance and publicly NewAlliance Bank at such times as shall be supportive of the Acquisition, PFSL, IBKC, the Bank reasonable and management of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managementsappropriate. (b) In consideration During the Consulting Period, NewAlliance or NewAlliance Bank shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of NewAlliance or NewAlliance Bank, subject to such documentation and prior approval as may be required by NewAlliance or NewAlliance Bank, including but not limited to payment of club membership dues and assessments for the Consulting Services to be provided pursuant to Section 1(a) hereof, the Bank Executive (which shall pay to the Consultant a fee not exceed an aggregate of $12,500 5,000 per month, payable on the Bank’s normal monthly accounts payable processingyear). In the event of the Bank’s termination of this Consulting Agreement addition, during the Consulting Period, NewAlliance Bank shall provide the Consultant shall be entitled with the continued use of an automobile of the same make, year and model as provided by Cornerstone Bank to receive the monthly fee Consultant as of $12,500 the date of this Agreement, with NewAlliance Bank paying the costs for fuel, insurance, maintenance and repairs of the remainder of automobile during the Consulting Period, provided Consultant complies with all terms of this Consulting Agreement and the related Limited Agreement Not to Compete dated the date hereof. (c) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of the Bank NewAlliance or any other subsidiary or affiliate of the Bank. As such, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employeesNewAlliance. (d) If the The Consultant dies during may terminate the Consulting Period or otherwise is unable by providing thirty (30) days written notice to provide NewAlliance and NewAlliance Bank. In addition, the Consulting Period shall automatically terminate by reason of the death of the Consultant and no notice of termination shall be required. NewAlliance or NewAlliance Bank may terminate the Consulting Services for Cause as hereinafter defined, in which event the Consulting Period will end as of the date the Consulting Services are terminated. (e) For purposes of this Agreement, termination for “Cause” shall mean a discharge because the Board of Directors of NewAlliance or NewAlliance Bank (the “NewAlliance Board”) determines that the Consultant has: (A) willfully failed to perform his assigned duties under this Agreement, other than any failure resulting from the Consultant's incapacity due to physical or mental injury or illness; (B) committed an act involving moral turpitude in connection with his Consulting Services; (C) engaged in willful misconduct; (D) breached his fiduciary duties for personal profit; (E) willfully violated, in any material respect, any law, rule or regulation (other than traffic violations or similar offenses), written agreement or final cease-and-desist order with respect to his performance of services for NewAlliance or its subsidiaries and affiliates, as determined by the NewAlliance Board; or (F) materially breached the terms of this Agreement and failed to cure such material breach during a 15-day period following the date on which the NewAlliance Board gives written notice to the Consultant of the material breach. For purposes of the definition of Cause, no act or failure to act, on the part of the Consultant, shall be considered "willful" unless it is done, or omitted to be done, by the Consultant in bad faith or without reasonable belief that the Consultant's action or omission was in the best interests of NewAlliance or its subsidiaries and affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the NewAlliance Board or based upon the written advice of counsel for NewAlliance shall be conclusively presumed to be done, or omitted to be done, by the Consultant in good faith and in the best interests of NewAlliance or its subsidiaries and affiliates. The cessation of the Consulting Agreement Services shall terminatenot be deemed to be for "Cause" within the meaning of this Section 2(e) unless and until there shall have been delivered to the Consultant a copy of a resolution duly adopted by the affirmative vote of three-fourths of the members of the NewAlliance Board at a meeting of such Board called and held for such purpose (after reasonable notice is provided to the Consultant and the Consultant is given an opportunity, together with counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, the Consultant is guilty of the conduct described in this Section 2(e), and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreementspecifying the particulars thereof in detail.

Consultancy. (a) The parties hereto agree that, during During the period from the date of consummation of the acquisition of Pocahontas Bancorp, Inc. (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date (the “Consulting Period”), the Consultant undertakes to parties agree that the Executive will provide his personal advice and counsel to the Bank Company and its affiliates the Association in connection with their businesses including, but not limited to, consulting with the business Company and the Association regarding matters reasonably related to the Company and the Association and identified by the Board of banking Directors and financial services reasonably acceptable to the Executive with respect to the transition to a new President and Chief Executive Officer as well as other matters regarding the operations of the Company and the Association and relationships with customers and stockholders as may be identified by the Board of Directors (the “"Consulting Services”"), subject to the terms and conditions set forth herein. The Consultant Executive shall provide such other consulting services commensurate with the Consultant’s prior experience Consulting Services as may be reasonably requested by the Chief Executive Officer Board of Directors of the Bank or his delegate Company from time to timetime at mutually agreeable and reasonable times, provided, however, that the Executive will not be required to provide Consulting Services of more than 60 hours per month during the Consulting Period. The Such Consulting Services may be provided at reasonable times either in person, telephonically, electronically or by correspondencecorrespondence as the Company and the Executive may agree. In addition, the Consultant The Executive shall privately and publicly not be supportive required to remain as a director of the Acquisition, PFSL, IBKC, Employers during the Bank and management Consulting Period. If the Board utilizes the Executive for less than 60 hours per month it will not be grounds for termination of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managementsconsultancy. (b) In consideration for the Consulting Services to be provided pursuant to Section 1(a) hereof, the Bank shall pay to the Consultant a fee of $12,500 per month, payable on the Bank’s normal monthly accounts payable processing. In the event of the Bank’s termination of this Consulting Agreement during the Consulting Period, the Consultant shall be entitled to receive the monthly fee of $12,500 for the remainder of the Consulting Period, provided Consultant complies with all terms of this Consulting Agreement and the related Limited Agreement Not to Compete dated the date hereof. (c) During the Consulting Period, the Consultant Executive shall be treated as an independent contractor and shall not be deemed to be an executive or employee of the Bank Company, the Association or any other affiliate of the Bank. As such, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employeesCompany. (dc) If In the Consultant dies during event the Consulting Period or otherwise is unable Board of Directors determines the Executive has substantially failed to provide the Consulting Services required by the Agreement, it shall provide written notice to the Executive, in accordance with Section 13 hereof, which notice shall set forth in reasonable detail the facts and circumstances that are the basis for the Board's determination. Termination of the consultancy can only occur if the Executive fails to respond to a request for Consulting Services. Employers' disagreement with Executive's opinions and recommendations shall not constitute grounds for termination. The Executive shall have 30 days from the date of the notice to cure the failure or to respond in writing to the Board's determination. If the Executive shall have failed to return to full performance of his Consulting Services within the 30-day period or failed to adequately respond to the facts and circumstances set forth in the written notice, this the Board may give the Executive written notice, in accordance with Section 13 hereof, of its intention to terminate the consultancy effective on the 30th day after the date of written notice. As of the effective date of termination of the consultancy, the obligation of the Employers to pay the remaining Consulting Agreement shall terminate, Fee and no further consulting fees or other benefits shall be payable or provided pursuant to this Consulting AgreementSections 3 and 4(a) shall cease.

Consultancy. (a) The parties hereto agree that, during the one-year period from immediately following the date of consummation of the acquisition of Pocahontas Bancorp, Inc. hereof (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date (the “"Consulting Period”"), the Consultant undertakes to provide his personal advice and counsel to the Bank Company and its affiliates subsidiaries in connection with the business of banking the Company and financial services its subsidiaries, including consulting with the Company regarding the operations and customer relationships of the Company, providing introductions to customers, serving as senior adviser to Parkvale Savings Bank (the “"Bank"), and providing assistance with respect to the transition period following the Company's acquisition of The Second National Bank of Masontown (collectively the "Consulting Services”"), subject to the terms and conditions which are set forth herein. The Consultant shall provide such other consulting services Consulting Services commensurate with the Consultant’s 's prior experience as may be reasonably requested by the Chief Executive Officer of the Bank or his delegate Company from time to timetime and at mutually agreeable times. The Consultant shall not be required to provide more than 100 hours of Consulting Services in any calendar month during the Consulting Period. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence. In addition, the Consultant shall privately and publicly be supportive of the Acquisition, PFSL, IBKC, the Bank and management of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managements. (b) In consideration for of the Consultant's agreement to provide Consulting Services to be provided pursuant to Section 1(a) hereofhereunder, the Bank shall pay to the Consultant a fee of $12,500 per month, payable on the Bank’s normal monthly accounts payable processing. In the event of the Bank’s termination of this Consulting Agreement during the Consulting Period, the Company shall, or shall cause one of its subsidiaries to, pay the Consultant shall be entitled to receive consulting fees at the monthly fee rate of $12,500 for 52,200 per annum, payable in monthly installments on the remainder first business day of each month during such Consulting Period, commencing with the first business day of the month immediately following the Effective Time of the Consolidation, as such terms are defined in the Consolidation Agreement. (c) During the Consulting Period, the Company shall provide the Consultant with health and accident and group life insurance coverage and shall pay his club dues, provided Consultant complies with all terms of this Consulting Agreement and that the related Limited Agreement Not to Compete dated the date hereofclub dues do not exceed $3,000. (cd) During the Consulting Period, the Company shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of the Company, subject to such reasonable documentation as may be established by the Board of Directors of the Company. If such expenses are paid in the first instance by the Consultant, the Company shall reimburse the Consultant therefor. (e) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of the Bank Company or any other affiliate of the Bank. As such, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employeesCompany. (d) If the Consultant dies during the Consulting Period or otherwise is unable to provide the Consulting Services, this Consulting Agreement shall terminate, and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreement.

Consultancy. (a) The parties hereto agree that, during During the period from beginning on the date of consummation of on which Consultant’s employment with the acquisition of Pocahontas Bancorp, Inc. (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith Employer is terminated (the “AcquisitionTermination Date”) until the second anniversary and for a period of such date thirty-six (36) months thereafter (the “Consulting Period”), the Consultant undertakes shall undertake to provide his personal advice and counsel to the Bank Employer and its subsidiaries and affiliates in connection with the business of banking the Employer and financial its subsidiaries, including, but not limited to: (a) providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement; (b) consulting with the Employer regarding the operations and customer relationships of the Employer and its subsidiaries; (c) providing introductions to customers and providing personal services similar to those the Consultant is currently providing the Employer; (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such other consulting services commensurate with the Consultant’s prior experience Consulting Services as may be requested from time to time by the Chief Executive Officer of the Bank or Employer. During the Consulting Period, the Consultant shall be available to devote up to 25 hours per week of his delegate from time business time, attention, skills and efforts (other than during holidays, vacations (of which at least five (5) weeks will be permitted) and periods of illness) to timethe business and affairs of the Employer and its subsidiaries and affiliates and shall use his reasonable efforts to promote the interests of the Employer and its subsidiaries and affiliates. The Such Consulting Services may be provided in person, telephonically, electronically or by correspondencecorrespondence as reasonably determined by the Employer and the Consultant. In addition, the The Consultant shall privately and publicly be supportive available for meetings at the principal executive offices of the Acquisition, PFSL, IBKC, Employer at such times as the Bank and management of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managementsEmployer shall reasonably require. (b) In consideration for the Consulting Services to be provided pursuant to Section 1(a) hereof, the Bank shall pay to the Consultant a fee of $12,500 per month, payable on the Bank’s normal monthly accounts payable processing. In the event of the Bank’s termination of this Consulting Agreement during the Consulting Period, the Consultant shall be entitled to receive the monthly fee of $12,500 for the remainder of the Consulting Period, provided Consultant complies with all terms of this Consulting Agreement and the related Limited Agreement Not to Compete dated the date hereof. (cd) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of the Bank Employer or any other subsidiary or affiliate of the Bank. As such, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employeesEmployer. (d) If the Consultant dies during the Consulting Period or otherwise is unable to provide the Consulting Services, this Consulting Agreement shall terminate, and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreement.

Consultancy. (a) The parties hereto agree that, during During the two-year period from the date of following consummation of the acquisition of Pocahontas Bancorp, Inc. (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date (the “"Consulting Period”"), the Consultant Executive undertakes to provide his personal advice and counsel to the Bank Company regarding its operations, customer relationships, growth and its affiliates in connection with expansion opportunities and other business matters (collectively, the business of banking and financial services (the “"Consulting Services”"). , subject to the terms and conditions which are set forth herein. (i) In no event shall the Executive be required to provide Consulting Services hereunder for more than 25 hours per week or 100 hours in any calendar month during the Consulting Period. (ii) The Consultant Executive shall provide such other consulting services Consulting Services commensurate with the Consultant’s Executive's prior experience as may be reasonably requested by the Chief Executive Officer of the Bank Company or his delegate designee from time to timetime and at mutually agreeable times. The It is contemplated that the Consulting Services will include, without limitation, monthly meetings between the Executive and the Chief Executive Officer of the Company; efforts by the Executive to enhance the Company's commercial lending activities in Vermont and New York, including without limitation meeting with large commercial customers of the Company located in these areas; attendance at certain public functions in Vermont and New York on behalf of the Company and its banking subsidiaries; attendance at certain meetings of the Board of Directors of the Company to report on Vermont and New York; and attendance at certain functions of the Company. Consulting Services may be provided in person, telephonically, electronically or by correspondence. In additioncorrespondence to the extent appropriate under the circumstances. (iii) The Executive shall provide the Consulting Services in the market areas of Old Banknorth and its banking subsidiaries prior to the Merger, provided that the Consultant shall privately and publicly Executive may be supportive required to provide Consulting Services at the executive offices of the AcquisitionCompany located in Portland, PFSL, IBKC, Maine up to not more than two times per month during the Bank and management of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managementsConsulting Period. (b) In consideration The Company shall reimburse the Executive or otherwise provide for or pay for all reasonable expenses incurred by the Consulting Services Executive at the request of the Company, subject to such reasonable documentation as may be provided pursuant to Section 1(a) hereofrequested by the Company. If such expenses are paid in the first instance by the Executive, the Bank Company shall pay to reimburse the Consultant a fee Executive therefor upon receipt of $12,500 per month, payable on such reasonable documentation as may be requested by the Bank’s normal monthly accounts payable processing. In the event of the Bank’s termination of this Consulting Agreement during the Consulting Period, the Consultant shall be entitled to receive the monthly fee of $12,500 for the remainder of the Consulting Period, provided Consultant complies with all terms of this Consulting Agreement and the related Limited Agreement Not to Compete dated the date hereofCompany. (c) During the Consulting Period, the Consultant Executive shall be treated as an independent contractor and shall not be deemed to be an employee of the Bank Company or any subsidiary or other affiliate of the Bank. As such, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employeesCompany for any purpose. (d) If the Consultant dies during the Consulting Period or otherwise is unable to provide the Consulting Services, this Consulting Agreement shall terminate, and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreement.

Consultancy. (a) The Subject to the provisions of Section 1(e), below, the parties hereto agree that, during the five-year period from immediately following the date of consummation of the acquisition of Pocahontas Bancorp, Inc. hereof (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date (the “"Consulting Period”"), the Consultant undertakes to provide his personal advice and counsel to the Bank Company and its affiliates subsidiaries in connection with the business of banking the Company and financial services its subsidiaries, including consulting with the Company regarding the operations and customer relationships of the Company, providing introductions to customers, serving as senior adviser to Hudson River Bank & Trust Company (▇▇▇ "▇ank"), and providing general merger and acquisition advice (collectively the “"Consulting Services”"). , subject to the terms and conditions which are set forth herein. (i) In no event shall the Consultant be required to provide more than 50 hours of Consulting Services in any calendar month during the Consulting Period. (ii) The Consultant shall provide such other consulting services Consulting Services commensurate with the Consultant’s 's prior experience as may be reasonably requested by the Chief Executive Officer of the Bank or his delegate Company from time to timetime and at mutually agreeable times. The Such Consulting Services may be provided in person, telephonically, electronically or by correspondence. In addition, the Consultant shall privately and publicly be supportive of the Acquisition, PFSL, IBKC, the Bank and management of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managements. (b) In consideration for of the Consultant's agreement to provide Consulting Services to be provided pursuant to Section 1(a) hereofhereunder, the Bank shall pay to the Consultant a fee of $12,500 per month, payable on the Bank’s normal monthly accounts payable processing. In the event of the Bank’s termination of this Consulting Agreement during the Consulting Period, the Company shall, or shall cause one of its subsidiaries to, pay the Consultant shall be entitled to receive consulting fees at the monthly fee rate of $12,500 for 150,000 per annum, payable in monthly installments on the remainder first business day of the each month during such Consulting Period, provided Consultant complies with all terms of this Consulting Agreement and the related Limited Agreement Not to Compete dated the date hereofcommencing May 1, 2001. (c) The Company shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses (including travel expenses) incurred by the Consultant at the request of the Company, subject to such reasonable documentation as may be established by the Board of Directors of the Company. If such expenses are paid in the first instance by the Consultant, the Company shall reimburse the Consultant therefor. (d) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of the Bank Company or any other affiliate of the BankCompany. (e) If the Consultant materially breaches the terms of this Agreement, the Company shall provide written notice of such breach to the Consultant. As suchIf the breach is not cured within 30 calendar days from when the Consultant receives such notice, then the Company may terminate this Consulting Agreement by written notice of termination provided to the Consultant. Thereafter, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employees. (d) If the Consultant dies during the Consulting Period or otherwise is unable to provide the Consulting Services, this Consulting Agreement shall terminate, and no further consulting fees compensation or benefits shall be payable or provided pursuant to under the terms of this Consulting Agreement.