UMB FINANCIAL CORPORATION
2002 INCENTIVE STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, made and entered into this 30th day of
December, 2002, by and between UMB FINANCIAL CORPORATION (the "Company"), and X.
Xxxxxx Xxxxxx, Jr., an employee of the Company, or one of its subsidiaries, as
the case may be (the "Employee").
WHEREAS, the Company desires, by affording the Employee an opportunity to
purchase shares of its common stock, $1.00 par value ("Common Stock"), as
hereinafter provided, to carry out the purpose of the 2002 Incentive Stock
Option Plan of the Company ("the "Plan");
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and for other good and valuable consideration, the parties hereto do
hereby agree as follows:
1. Grant of Option
The Company hereby irrevocably grants to the Employee, subject to the Plan
(the terms and provisions of which are incorporated herein by reference as if
fully set forth herein) and pursuant to the resolution of the Officers Salary
and Stock Option Committee adopted as of December 30, 2002, (the "Grant Date")
the right and option (the "Option") to purchase all or any part of an aggregate
of 2623 shares of Common Stock (such number being subject to adjustment as
provided in Paragraph 8 hereof), on the terms and conditions herein set forth.
2. Option Price
The purchase price of the shares of Common Stock subject to the Option
shall be $41.93 per share (such amount being subject to adjustment as provided
in Paragraph 8 hereof), and the purchase price of all shares as to which the
Option is exercised shall be paid either in cash or, with the consent of the
Company, in stock of the Company at or prior to the time the certificates for
such shares are delivered.
3. Term of Option
The term of the Option shall be for a period of ten years from the Grant
Date, or five years from the Grant Date if the Employee owns stock possessing
more than ten percent (10%) of the total combined voting power or value of all
classes of stock of the Company or any Subsidiary Corporation, subject to
earlier termination, as provided in Paragraphs 4(e) and 6(a) hereof. Subject to
the provisions of this Agreement and except as otherwise provided in paragraphs
6 and 7 hereof, the Option shall not be exercisable until the Employee has
completed four years and eleven (11) months of continuous employment after the
Grant Date at which time it shall become fully exercisable. In the event the
Employee would, in accordance with the computation above, otherwise be entitled
to exercise the Option for a fractional share, the number of shares for which
the Option first becomes exercisable shall be rounded to the next highest whole
share. In the event of any partial exercise of the Option, the portion of the
Option exercised shall be for the shares subject to the Option which became
exercisable at the earliest date.
4. Restrictions on Right to Exercise Option
(a) The Option shall not be exercisable with respect to a fractional share
or with respect to fewer than ten (10) shares or the remaining shares then
subject to the Option, if less than ten (10).
(b) The Option shall not be exercisable in whole or in part unless or
until a Registration Statement under the Securities Act of 1933 covering the
common stock to be issued pursuant to the exercise of the Option shall have been
filed and become effective and the Employee agrees that his/her right of
exercise is subject to and contingent upon such Registration Statement being
effective and current at the time of exercise. The Company has previously filed
such a Registration Statement and hereby agrees to keep such Registration
Statement current and effective as to stock covered by the Option during the
period in which the Option may be exercised.
(c) Except as otherwise provided in Paragraphs 6 and 7, the Option shall
not be exercisable in whole or in part unless the Employee is in the employ of
the Company and/or a "subsidiary corporation" of the Company as that term is
defined in Section 425 of the Internal Revenue Code ("Subsidiary Corporation")
and shall have been continuously so employed by the Company and/or Subsidiary
Corporations since the date the Option was granted to the Employee.
(d) If the Employee is an "Affiliate" of the Company under Rule 144(a) of
the Securities Act of 1933, as amended (the "Act"), then he/she hereby: (1)
represents and warrants that the Option granted herein, and all Shares purchased
pursuant to the exercise of such Option, has and will be purchased for
investment and not with a view to the distribution or resale thereof, (2) agrees
that any sale of such Shares by him/her will be made in compliance with Rule 144
of the Act; (3) agrees that any attempted resale that fails to comply with Rule
144 of the Act will be deemed null and void; and (4) agrees that any
certificate(s) representing such Shares may contain an express legend
identifying such Shares as subject to resale restriction.
(e) IF THE EMPLOYEE SHALL SELL ALL OR ANY PART OF THE COMMON STOCK
PURCHASED HEREUNDER WITHIN ONE (1) YEAR FROM THE DATE OF THE PURCHASE THEREOF,
THE OPTION (AND ANY OTHER OPTION OR OPTIONS HELD BY THE EMPLOYEE UNDER THE
PLAN), TO THE EXTENT THERETOFORE UNEXERCISED, SHALL THEREUPON TERMINATE, AND THE
EMPLOYEE SHALL BE INELIGIBLE TO RECEIVE ANY OTHER OPTION UNDER THE PLAN.
5. Non-Transferability
The Option shall not be transferable otherwise than by will or laws of
descent and distribution, and during the lifetime of the Employee may be
exercised only by the Employee. The Employee may designate a beneficiary to
exercise the Option after the Employee's death by filing a written designation
of beneficiary with the Committee prior to the Employee's death. More
particularly, but without limiting the generality of the foregoing, the Option
may not be assigned, transferred (except as provided above), pledged or
hypothecated in any way, shall not be assignable by operation of law and shall
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof and the levy of any execution, attachment or
similar process upon the Option shall be null and void and without effect.
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6. Termination of Employment; Retirement or Disability
(a) In the event that the employment of the Employee shall be terminated
other than by death, by termination of employment by the Employee after
attaining age sixty with twenty years of service (a "Qualified Retirement
Termination"), or termination of employment as a result of Employee's permanent
and total disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code, as amended) (a "Disability Termination"), then the Option shall
immediately terminate and cease to be exercisable.
(b) If a Qualified Retirement Termination or Disability Termination of
Employee's employment occurs prior to the time that the Option has either
expired or has been fully exercised, then any unexercised portion of the Option,
shall, upon the occurrence of such Qualified Retirement Termination or
Disability Termination, become immediately exercisable, and may thereafter be
exercised by the Employee at any time during the three -month period immediately
following the Qualified Retirement Event (if applicable) or the one-year period
immediately following the Disability Event (if applicable) but in no event after
the expiration of the term for which the Option is granted, or before the
expiration of two years after the date the Option was granted.
7. Death of Employee
If the Employee shall die while employed by the Company or a Subsidiary
Corporation, or within three (3) months from the occurrence of a Qualified
Retirement Termination or within one (1) year after the occurrence of a
Disability Termination, then the Option shall immediately become exercisable (if
not otherwise already exercisable) upon the occurrence of such death, and may
thereafter be exercised within six (6) months after the date of such death
(whether or not the three months or the one-year period, as the case may be,
specified in Paragraph 6(b) had commenced to run on the date of his/her or her
death), but in no event after the expiration of the term for which this Option
is granted, or before the expiration of two years after the date the Option was
granted, by the beneficiary designated in a written designation filed with the
Committee prior to the Employee's death. If the designated beneficiary does not
survive Employee, the Option shall become an asset of Employee's estate to be
exercised by the personal representative or administrator of Employee's estate.
8. Adjustments
In the event of any stock dividend, stock split or recapitalization, the
number of shares subject to the Option and the purchase price thereof shall be
proportionately adjusted in accordance with the teens of the Plan.
9. Method of Exercising Option
Subject to the terms and conditions of the Option Agreement, the Option
may be exercised by written notice to the Company in care of its Secretary at
its address of P. O. Xxx 000000, Xxxxxx Xxxx, Xxxxxxxx 00000-0000. Such notice
shall state the election to exercise the Option and the number of shares in
respect of which it is being exercised, and shall be signed by the person or
persons exercising the Option. Such notice must be accompanied by payment of the
full purchase price of such shares, and the date such notice and payment is
received shall be the "Exercise Date."
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Payment of such purchase price shall in either case be made either by check
payable to the order of the Company, or if the Company consents to have payment
made in shares of the Company, by delivery of certificates for the requisite
number of shares. The certificate or certificates for the shares as to which the
Option shall have been exercised shall be registered in the name of the person
or persons so exercising the Option and shall be delivered as provided above to
or upon the written order of the person or persons exercising the Option. In the
event the Option shall be exercised pursuant to Paragraph 7 hereof by any person
or persons other than the Employee, such notice shall be accompanied by evidence
of the authority of such person or persons to exercise the Option and evidence
satisfactory to the Company that any death taxes payable with respect to such
shares have been paid or provided for.
10. RIGHTS OF THE COMPANY IN THE EVENT OF COMPETING EMPLOYMENT
THE EMPLOYEE HEREBY AGREES THAT ANY AND ALL OPTIONED SHARES ACQUIRED UPON
THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE COMPANY IN
ACCORDANCE WITH THE FOLLOWING PROVISIONS OF THIS PARAGRAPH 10 AND THAT SUCH
PROVISIONS SHALL SURVIVE THE EXERCISE OF THIS OPTION:
In the event the employment of the Employee with the Company or any
Subsidiary Corporation shall be terminated for any reason, and the Employee
within two (2) years thereafter becomes employed by any person, business or
entity engaged in business in competition with the business of the Company or
any Subsidiary Corporation, or in any other manner, directly or indirectly, on
his/her or her own account, by or through any other individual or entity, as an
officer, director, employee or stockholder of a corporation, as a partner,
employee or joint venturer, competes with the business of the Company or any
Subsidiary Corporation, at a business location which is within a radius of
thirty (30) miles of any business location of the Company or any Subsidiary
Corporation, the Employee will pay to the company (or its assigns) within thirty
(30) days after demand by the Company, an amount equal to the excess, if any, of
(a) the fair market value on the date of exercise of the shares of Common Stock
of the Company acquired upon exercise of this Option which were exercised at any
time within the two (2) year period preceding the commencement of such
competition, over (b) the purchase price paid for such shares. Such amount shall
be subject to appropriate adjustment in the case of stock dividends, stock
splits or recapitalization. The employee further agrees that the Company shall
have a right of set-off against any sums due him/her or her from the Company or
a Subsidiary Corporation in the form of wages, bonuses or vacation pay for all
sums due the Company under this paragraph.
11. No Waiver
The failure of the Company in any instance to exercise any of its rights
granted under this Agreement shall not constitute a waiver of any other rights
that may subsequently arise under the provisions of this Agreement. No waiver of
any breach or condition of this Agreement shall be deemed to be a waiver of any
other or subsequent breach or condition, whether of like or different nature.
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12. No Employment Contract
Employee agrees that he/she will, if the Company desires, remain in the
employ of the Company or, at the election of the Company from time to time, a
Subsidiary Corporation, for a period of at least two (2) years from the date the
Option is granted to him/her; and that he/she will, during such employment,
devote his/her entire time, energy and skill to the service of the Company or
such Subsidiary Corporation and the promotion of its interests, subject to
vacations, sick leave and leaves of absence in accordance with the practices and
policies of the Company and its Subsidiary Corporations. Such employment shall
be at the pleasure of the Company or such Subsidiary Corporation, and shall be
at such compensation as the Company or such Subsidiary Corporation shall
determine from time to time. Nothing herein or in the Plan shall confer on
Employee any right to continue in the employ of the Company or any Subsidiary
Corporation or affect in any way the right of the Company or any Subsidiary
Corporation to terminate Employee's employment at any time. Except to the extent
the terms of any written employment contract between the Company and Employee
may expressly provide otherwise, the Company and its Subsidiary Corporations
shall be under no obligation to continue the employment of the Employee for any
period of specific duration and may terminate the employment of the Employee at
any time, with or without cause, free from any liability or any claim under the
Plan or otherwise, unless otherwise expressly provided herein or in the Plan.
The grant of an Option shall not be construed as giving Employee the right to be
retained in the employ of the Company or a Subsidiary Corporation.
13. Notices
Any notice required to be given or delivered to the Company under the
terms of this Agreement shall be in writing and addressed to the Company in care
of its Secretary at its address of P. O. Xxx 000000, Xxxxxx Xxxx, Xxxxxxxx
00000-0000. Any notice required to be given or delivered to the Employee shall
be in writing and addressed to the Employee at the address indicated below the
Employee's signature line on this Agreement. All notices shall be deemed to have
been given or delivered upon personal delivery or upon deposit in the U. S.
mail, postage prepaid and properly addressed to the party to be notified.
14. Construction
This Agreement and the Option evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the
express terms and provisions of the Plan.
15. General
The Company shall pay all original issue and transfer taxes with respect
to the issue and transfer of shares pursuant hereto and all other fees and
expenses necessarily incurred by the Company in connection therewith.
The holder of the Option shall not have any rights of a stockholder with
respect to the shares subject to the Option until such individual shall have
exercised the Option, paid the Option Price and such shares have been
transferred to the holder on the books and records of the Company upon the
exercise of the Option.
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IN WITNESS WHEREOF, this Stock Option Agreement has been duly executed on
behalf of the Company by the duly authorized officers of the Company, and by the
Employee, on the day and year first above written.
UMB FINANCIAL CORPORATION
By:___________________________________________
Chairman
ATTEST:
___________________________
Secretary
______________________________________________
X. Xxxxxx Xxxxxx, Jr., Employee
0000 Xxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
