Southern Missouri Bancorp, Inc. Sample Contracts

At Market Issuance Sales Agreement
Southern Missouri Bancorp, Inc. • June 9th, 2017 • Savings institutions, not federally chartered • New York

Southern Missouri Bancorp, Inc., a Missouri corporation (the "Company"), confirms its agreement (this "Agreement"), with Keefe, Bruyette & Woods, Inc. ("KBW") or (the "Distribution Agent") as follows:

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Contract
Underwriting Agreement • November 18th, 2011 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered • New York
SOUTHERN BANK AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • May 10th, 2023 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered • Missouri

This Amended and Restated Severance Agreement (the “Agreement”) dated as of February 21, 2023 is between Southern Bank, a Missouri state chartered trust company with banking powers (the “Bank” or the “Employer”), and Martin Weishaar (the “Executive”).

SOUTHERN BANK SEVERANCE AGREEMENT
Severance Agreement • November 12th, 2019 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered • Missouri

This Severance Agreement (the “Agreement”) dated as of November 7, 2019 is between Southern Bank, a Missouri state chartered trust company with banking powers (the “Bank” or the “Employer”), and Matthew Funke (the “Executive”).

SOUTHERN MISSOURI BANCORP, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • January 17th, 2018 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered

This option, intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is granted as of [ ] by Southern Missouri Bancorp, Inc. (the "Company") to ___________ (the "Optionee"), in accordance with the following terms and conditions:

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Southern Missouri Bancorp Inc • October 21st, 2014 • Savings institutions, not federally chartered

On August 5, 2014, pursuant to the Agreement and Plan of Reorganization, dated as of February 25, 2014 (the “merger agreement"), by and among Southern Missouri Bancorp, Inc. (“Southern Missouri”), Peoples Service Company (“PSC”) and Peoples Banking Company, which prior to the exchange (as defined below) was 80%-owned by PSC (“PBC”), Southern Missouri completed its acquisition of PSC. PSC was merged with and into Southern Missouri, with Southern Missouri as the surviving entity (the “merger”). Immediately prior to the merger, all but one of the shareholders of PBC other than PSC (the “PBC minority shareholders”) exchanged each of their shares of PBC common stock for 0.618943382 shares of PSC common stock (the “exchange”) pursuant to the Stock Exchange Agreement, dated as of August 5, 2014, by and among PSC and the PBC minority shareholders who elected to participate in the exchange. Upon completion of the merger, each share of PSC common stock outstanding immediately prior to the merger

AGREEMENT
Agreement • February 14th, 2005 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered

THIS AGREEMENT is made effective as of October 18, 2004, by and between Southern Missouri Bank & Trust Co. (the "Bank") and Charles R. Moffitt (the "Director"). WHEREAS, the Bank wishes to assure itself of the services of the Director and to induce the Director to remain in office until he voluntarily terminates his service on the Board or is not reelected to the Board. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows: Section 1. Definitions The following words and phrases when used in this Agreement with an initial capital letter, shall have the meaning set forth below unless the context clearly indicates otherwise. Wherever appropriate, the masculine pronoun shall include the feminine pronoun and the singular shall include the plural. "Beneficiary" means the person or persons designated by the Director to receive any benefits payable under the Agr

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 13th, 2018 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered • Missouri

AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2018 (this "Agreement"), by and between Southern Missouri Bancorp, Inc., a Missouri corporation ("Buyer"), Southern Missouri Acquisition Corp. III, a newly formed Missouri corporation and wholly owned first-tier transitory subsidiary of Buyer ("Merger Sub"), and Gideon Bancshares Company, a Missouri corporation ("Seller", and together with Buyer and Merger Sub, the "Parties").

AGREEMENT AND PLAN OF MERGER by and among SOUTHERN MISSOURI BANCORP, INC., SOUTHERN MISSOURI ACQUISITION VI CORP. and CITIZENS BANCSHARES CO. Dated as of September 20, 2022
Agreement and Plan of Merger • September 21st, 2022 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered • Missouri

AGREEMENT AND PLAN OF MERGER, dated as of September 20, 2022 (this “Agreement”), by and among Southern Missouri Bancorp, Inc., a Missouri corporation (“Buyer”), Southern Missouri Acquisition VI Corp., a newly formed Missouri corporation and wholly owned first-tier transitory subsidiary of Buyer (“Merger Sub”), and Citizens Bancshares Co., a Missouri corporation (“Seller”, and together with Buyer and Merger Sub, the “Parties”).

SOUTHERN MISSOURI BANCORP, INC. RESTRICTED STOCK AWARD AGREEMENT [Time-based Vesting]
Restricted Stock Award Agreement • January 17th, 2018 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered

Restricted Stock is hereby awarded on _____________ by Southern Missouri Bancorp, Inc., a Missouri corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Grantee. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

AGREEMENT
Agreement             this Agreement • February 14th, 2005 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered

THIS AGREEMENT is made effective as of October 18, 2004, by and between Southern Missouri Bank & Trust Co. (the "Bank") and Charles R. Love (the "Director"). WHEREAS, the Bank wishes to assure itself of the services of the Director and to induce the Director to remain in office until he voluntarily terminates his service on the Board or is not reelected to the Board. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows: Section 1. Definitions The following words and phrases when used in this Agreement with an initial capital letter, shall have the meaning set forth below unless the context clearly indicates otherwise. Wherever appropriate, the masculine pronoun shall include the feminine pronoun and the singular shall include the plural. "Beneficiary" means the person or persons designated by the Director to receive any benefits payable under the Agre

SOUTHERN MISSOURI BANCORP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • January 17th, 2018 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered

This option, intended to be a Non-Qualified Stock Option, is granted as of [ ] by Southern Missouri Bancorp, Inc. (the "Company") to ___________ (the "Optionee"), in accordance with the following terms and conditions:

SOUTHERN MISSOURI BANCORP, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • January 17th, 2018 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered

Restricted Stock Units are hereby awarded on [ ] (the "Grant Date") by Southern Missouri Bancorp, Inc., a Missouri corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the Southern Missouri Bancorp, Inc. Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Grantee. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

SOUTHERN MISSOURI BANCORP, INC. PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • January 17th, 2018 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered

Performance Shares are hereby awarded on _____________ (the "Grant Date") by Southern Missouri Bancorp, Inc., a Missouri corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. [This award of Performance Shares is intended to be Qualified Performance-Based Compensation within the meaning of Section 162(m) of the Code and Article 11 of the Plan.]

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 13th, 2017 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered • Missouri

AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2017 (this "Agreement"), by and between Southern Missouri Bancorp, Inc., a Missouri corporation ("Southern Missouri"), and Tammcorp, Inc., an Illinois corporation ("Tammcorp", and together with Southern Missouri, the "Parties").

EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2001 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered • Missouri

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 19th day of August, 1999, by and between Southern Missouri Bank & Trust Co. (hereinafter referred to as the "Bank"), and James W. Duncan (the "Employee"). For automatic renewal purposes, the commencement date will be considered to be June 30, 1999.

SOUTHERN MISSOURI BANCORP, INC.. RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Director Form)
Restricted Stock Award Agreement • January 17th, 2018 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered

Restricted Stock is hereby awarded on _____________ by Southern Missouri Bancorp, Inc., a Missouri corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Grantee. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

United States Department of the Treasury
Securities Purchase Agreement • July 26th, 2011 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).

TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • May 11th, 2015 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered • Missouri

This Agreement is entered into as of April 21, 2015, among the following parties: SOUTHERN MISSOURI BANCORP, INC. ("SMBC"), a Missouri Corporation, and SOUTHERN BANK (the Bank), a Missouri chartered trust company with banking powers. The parties are members ("Members") of an affiliated group ("Affiliated Group") within the meaning of Section 1504 of the Internal Revenue Code ("Code") and file a consolidated return for federal income tax purposes. SMBC is the common parent of the Affiliated Group. The parties desire to provide for the allocation of tax liabilities among the Members and to provide for reimbursing Members whose tax losses or credits reduce the consolidated taxable income. References herein to "regulations" shall be to the Treasury Regulations. References herein to "tax liabilities" are to current tax liabilities and not deferred tax liabilities; however, the Bank shall not transfer any of its deferred tax liabilities to SMBC through cash payments or by any other means, no

PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 19th, 2017 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered

This Performance-Based Restricted Stock Award of Shares (the "Award") is granted by Southern Missouri Bancorp, Inc. (the "Company") to [Name] (the "Grantee") in accordance with the terms of this Performance-Based Restricted Stock Award Agreement (the "Award Agreement") and subject to the provisions of the Southern Missouri Bancorp, Inc. 2008 Equity Incentive Plan, as amended from time to time (the "Plan"). Capitalized terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan, as amended from time to time. The Plan is incorporated herein by reference.

AGREEMENT
Agreement • February 14th, 2001 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered • Missouri

THIS AGREEMENT is made effective as of November 20, 2000, by and between Southern Missouri Bank & Trust Co. (the "Bank") and Sammy A. Schalk (the "Director").

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • September 28th, 2012 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered

This Restricted Stock Award of Shares ("Restricted Stock") is granted by Southern Missouri Bancorp, Inc. ("Company") to [Name] ("Grantee") in accordance with the terms of this Restricted Stock Award Agreement ("Agreement") and subject to the provisions of the Southern Missouri Bancorp, Inc. 2008 Equity Incentive Plan, as amended from time to time ("Plan"). The Plan is incorporated herein by reference.

AGREEMENT
Agreement • September 15th, 2014 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered • Missouri

WHEREAS, the Bank wishes to assure itself of the services of the Director and to induce the Director to remain in office until he voluntarily terminates his service on the Board or is not reelected to the Board.

AGREEMENT AND PLAN OF MERGER dated as of June 21, 2013 by and among SOUTHERN MISSOURI BANCORP, INC. SOUTHERN MISSOURI ACQUISITION I CORP and OZARKS LEGACY COMMUNITY FINANCIAL, INC.
Agreement and Plan of Merger • June 24th, 2013 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered • Missouri

Agreement and Plan of Merger (this "Agreement") dated as of June 21, 2013, by and among Southern Missouri Bancorp, Inc. ("Buyer"), a Missouri corporation, Southern Missouri Acquisition I Corp ("Merger Sub") , a newly formed Missouri corporation and wholly owned first-tier transitory subsidiary of Buyer, and Ozarks Legacy Community Financial, Inc. ("Seller"), a Missouri corporation.

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST SOUTHERN BANK, BATESVILLE, ARKANSAS FEDERAL DEPOSIT INSURANCE CORPORATION and SOUTHERN BANK, POPLAR BLUFF, MISSOURI
Purchase and Assumption Agreement • December 23rd, 2010 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered

THIS AGREEMENT, made and entered into as of the 17th day of December, 2010 by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST SOUTHERN BANK, BATESVILLE, ARKANSAS (the “Receiver”), Southern Bank, organized under the laws of Missouri, and having its principal place of business in Poplar Bluff, Missouri (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

AGREEMENT AND PLAN OF REORGANIZATION dated as of February 25, 2014 by and among SOUTHERN MISSOURI BANCORP, INC., PEOPLES SERVICE COMPANY and PEOPLES BANKING COMPANY
Agreement and Plan of Reorganization • February 28th, 2014 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered • Missouri

AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 25, 2014, (this “Agreement”), by and among Peoples Service Company (“PSC”), Peoples Banking Company (“PBC”) and Southern Missouri Bancorp, Inc. (“Buyer”).

AGREEMENT
Agreement • February 13th, 2009 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered • Missouri

THIS AGREEMENT is made effective as of November 17, 2008, by and between Southern Missouri Bank & Trust Co. (the “Bank”) and Dennis C. Robison (the “Director”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2019 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered • Missouri

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 8th day of November, 2019 by and between Southern Bank (hereinafter referred to as the “Bank”), and Greg Steffens (the “Employee”).

SOUTHERN MISSOURI BANCORP, INC. RESTRICTED SHARE UNIT AWARD AGREEMENT
Restricted Share Unit Award Agreement • September 28th, 2012 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered

This Award of restricted share units (“RSUs”) is granted by Southern Missouri Bancorp, Inc. (“Corporation”) to [Name] (“Grantee”) in accordance with the terms of this Restricted Share Unit Award Agreement (“Agreement”) and subject to the provisions of the Southern Missouri Bancorp, Inc. 2008 Equity Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference. Capitalized terms used but not defined herein have the meanings given to them in the Plan.

AGREEMENT
Agreement • February 14th, 2012 • Southern Missouri Bancorp Inc • Savings institutions, not federally chartered • Missouri

WHEREAS, the Bank wishes to assure itself of the services of the Director and to induce the Director to remain in office until he voluntarily terminates his service on the Board or is not reelected to the Board.

STOCK APPRECIATION RIGHT AWARD AGREEMENT
Stock Appreciation Right Award Agreement • January 17th, 2018 • Southern Missouri Bancorp, Inc. • Savings institutions, not federally chartered

This Stock Appreciation Right Award ("SAR") is granted by Southern Missouri Bancorp, Inc. ("Company") to [Name] ("SAR Holder") in accordance with the terms of this Stock Appreciation Right Award Agreement ("Agreement") and subject to the provisions of the Southern Missouri Bancorp, Inc. Omnibus Incentive Plan, as amended from time to time ("Plan"). The Plan is incorporated herein by reference.

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