1996 Plan
(3-yr cliff vesting)
GOLD BANC CORPORATION, INC.
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RESTRICTED STOCK UNIT
AWARD AGREEMENT
Date of Grant: Number of Units:
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AGREEMENT, dated as of ___________, 2005, between Gold Banc Corporation,
Inc., a Kansas corporation (the "Company"), and ______________ (the "Grantee").
WHEREAS, Grantee is a valued and trusted employee of the
Company or one of its Affiliates; and
WHEREAS, the Company has elected to award Grantee Restricted Stock Units
pursuant to and in accordance with the Gold Banc Corporation, Inc. 1996 Equity
Compensation Plan (the "Plan"), in order that Grantee thereby may be induced to
maintain an ownership interest in the Shares and to advance the interests of the
Company and its Affiliates; and
WHEREAS, for purposes of this Agreement, "Restricted Stock Units" shall
mean Performance Shares as provided in Section 8 of the Plan;
NOW, THEREFORE, in consideration of these premises and the mutual
agreements and covenants contained herein, the parties hereto agree as follows:
1. Definitions. Capitalized terms used in this Agreement but not defined
herein shall have the meaning set forth in the Plan.
2. Grant of Restricted Stock Units. Subject to the conditions and
restrictions set forth in this Agreement and in the Plan, the Company hereby
grants and awards to Grantee and credits to a separate account maintained on the
books of the Company ("Account") that number of Restricted Stock Units
identified above opposite the heading "Number of Units" (the "Units"). On any
date, the value of each Unit shall equal the Fair Market Value of a Share. All
amounts credited to Grantee's Account under this Agreement shall continue for
all purposes to be a part of the general assets of the Company. Grantee's
interest in the Account shall make him or her only a general, unsecured creditor
of the Company. The Units may not be sold, transferred, gifted, bequeathed,
pledged, assigned, or otherwise alienated or hypothecated, voluntarily or
involuntarily. The rights of Grantee with respect to the Units shall remain
forfeitable at all times prior to the date on which such rights become vested
(the "Vesting Date," as defined below).
3. Vesting Date. Subject to Section 5 hereof and any other exceptions set
forth elsewhere herein or in the Plan, the Vesting Date for the Units shall be
the third anniversary date of the Date of Grant. The Committee, in its sole
discretion, may accelerate the Vesting Date for
any or all of the Units if in its judgment the performance of Grantee has
warranted such acceleration and/or such acceleration is in the best interests of
the Company, including, but not limited to, in the event of Grantee's death or
Disability.
4. Cancellation of Units. If Grantee's employment with the Company or any
of its Affiliates is Terminated prior to the Vesting Date other than by death or
Disability, Grantee shall thereupon immediately forfeit any and all unvested
Units, and the full ownership of such Units shall thereupon revert to the
Company. Upon such forfeiture, Grantee shall have no further rights under this
Agreement. For purposes of this Agreement, transfer of employment between the
Company and any of its Affiliates (or between Affiliates) shall not constitute a
Termination of Service. In the event of Grantee's death or Disability, any
vested but unpaid Units shall be paid to Grantee or Grantee's guardian, estate
or designated beneficiary, as applicable.
5. Change of Control. Notwithstanding any provision herein to the
contrary, in the event of a Change of Control, any Units that have not
theretofore vested shall vest as of the date of such Change of Control.
6. Designation of Beneficiary. Grantee may designate a person or persons
to receive, in the event of the death of Grantee, any Units then vesting or
vested but not paid prior to Grantee's death. Such designation must be made
either in the space indicated at the end of this Agreement or upon forms
supplied by and delivered to the Company and may be revoked in writing. If
Grantee fails effectively to designate a beneficiary, the estate of Grantee will
be deemed to be the beneficiary of Grantee with respect to any such Units.
7. Adjustments. Notwithstanding any provision herein to the contrary, in
the event of any change in the number of outstanding Shares effected without
receipt of consideration therefor by the Company, by reason of a merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, stock split, share combination or other change in the corporate
structure of the Company affecting the Shares, the Units then subject to this
Agreement will be automatically adjusted to accurately and equitably reflect the
effect thereon of such change; provided, however, that any fractional share
resulting from such adjustment shall be eliminated. In the event of a dispute
concerning such adjustment, the decision of the Committee will be conclusive.
8. Form and Timing of Payment. On the first to occur of the following
events, the Company shall cause to be issued, as soon as practicable, in
Grantee's name or in the name of Grantee's legal representatives, beneficiaries
or heirs, as the case may be, a number of Shares equal to the aggregate number
of vested Units credited to Grantee's Account as of such date:
(a) The Vesting Date;
(b) The first date in which occurs a Change of Control; or
(c) The date of Grantee's death or Disability.
The Committee, in its sole discretion, may pay Grantee an amount of cash equal
to the Fair Market Value of the vested Units in lieu of issuing Shares or may
pay Grantee any combination of cash and Shares.
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9. No Rights as Shareholder. The grant of the Units hereunder does not and
shall not entitle Grantee to any rights of a shareholder of the Company with
respect to any Shares. The rights of Grantee with respect to the Units shall
remain forfeitable at all times prior to the date on which such rights become
vested, and the restrictions with respect to the Units lapse, in accordance with
Sections 3, 4 or 5 above.
10. Effect on Employment. The grant of the Units provided herein shall
not, in and of itself, confer upon Grantee any right to continue in the
employment of the Company or its Affiliates or to continue to perform services
therefor and shall not in any way interfere with the right of the Company or its
Affiliates to terminate the services of Grantee as an employee or officer at any
time.
11. Tax Withholding. To the extent that the vesting of any of the Units
granted hereunder may obligate the Company to pay withholding taxes on behalf of
Grantee, the Company will pay the minimum amount of such withholding taxes then
due by (i) withholding such amount from Grantee's wages or other payments due to
Grantee, or (ii) paying such amount from funds or Shares already owned and then
delivered by Grantee to the Company for such purpose, or (iii) withholding some
of the Units otherwise then distributable to Grantee, or (iv) any combination of
(i), (ii) or (iii), above.
12. Restriction on Transfer. The Units and any rights under this Agreement
may not be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of by Grantee otherwise than by will or by the laws of descent and
distribution, and any such purported sales, assignment, transfer, pledge,
hypothecation or other disposition shall be void and unenforceable against the
Company. Notwithstanding the foregoing, Grantee may, in the manner established
by the Committee, designate a beneficiary or beneficiaries to exercise the
rights of Grantee and receive any property distributable with respect to the
Units upon the death of Grantee.
13. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Kansas, excluding its conflict of laws
provisions.
14. Administration. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding.
15. Effect of Plan. Grantee acknowledges that in the event of any
inconsistency between the provisions of this Agreement and the Plan, the
provisions of the Plan will control.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and Grantee has hereunto set his or her hand on the day and year first above
written.
GOLD BANC CORPORATION, INC.
By:
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Title:
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GRANTEE
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Name:
Designation of Beneficiary
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(Relationship to Grantee)
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(Name of Beneficiary)
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(Street Address)
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(City, State, Zip Code)
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(Social Security Number)
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