1996 Plan
(3-yr cliff vesting w/ 2-yr graded transfer restriction)
GOLD BANC CORPORATION, INC.
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RESTRICTED STOCK
AWARD AGREEMENT
Date of Grant: Number of Shares: 1
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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;
WHEREAS, the Company has elected to award Grantee Shares of Restricted
Stock 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, the Company desires that the shares of Restricted Stock
transferred to Grantee be (i) subject to a risk of forfeiture until Grantee
performs three additional years of service for the Company and (ii) subject to
certain transfer restrictions for two years after such shares are no longer
subject to a risk or forfeiture;
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. Subject to the conditions and restrictions
set forth in this Agreement and in the Plan, the Company hereby grants and
awards to Grantee that number of Shares of Restricted Stock identified above
opposite the heading "Number of Shares" (the "Restricted Shares"). The
Restricted Shares shall be subject to both a Period of Forfeiture (defined below
in Section 3) and a Period of Nontransferability (defined below in Section 4).
Collectively, both the Period of Forfeiture and the Period of Nontransferability
shall be referred to in this Agreement and the Plan as the "Period of
Restriction."
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1 Note: Pursuant to Section 7.1 of the Plan, no Plan Participant may receive
more than 100,000 Shares of Restricted Stock during any Fiscal Year.
3. Forfeiture Prior to Vesting. If Grantee's employment with the Company
or any of its Affiliates Terminates prior to the third (3rd) anniversary of the
Date of Grant identified above opposite the heading "Date of Grant" (the
"Vesting Date"), other than by death or Disability, Grantee shall thereupon
immediately forfeit all of the Restricted Shares and the full ownership of such
Restricted Shares and rights shall thereupon revert to the Company. Upon such
forfeiture, Grantee shall have no further rights related thereto 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. Notwithstanding the foregoing, in the event of Grantee's
death or Disability prior to the Vesting Date, Grantee's interest in the
unvested Restricted Shares granted hereunder shall vest. "Period of Forfeiture"
shall mean the period between the Date of Grant and the Vesting Date. The
Committee, in its sole discretion, may accelerate the lapse of the
forfeitability restrictions for any or all of the Restricted Shares if in its
judgment the performance of Grantee has warranted such acceleration and/or such
acceleration is in the best interests of the Company.
4. Restrictions on Transfer. Notwithstanding the Restricted Shares having
become vested in accordance with Section 3 hereof, subject to Section 5 hereof
and any other exceptions set forth elsewhere in this Agreement or in the Plan,
the Restricted Shares or the rights relating thereto may not be sold,
transferred, gifted, bequeathed, pledged, assigned, or otherwise alienated or
hypothecated, voluntarily or involuntarily, prior to the Restricted Shares
becoming transferable in accordance with the terms of this Section 4.
Provided the Restricted Shares have not been forfeited during the Period
of Forfeiture pursuant to Section 3 hereof, 50% of the Restricted Shares shall
become transferable on the fourth (4th) anniversary of the Date of Grant and
100% of the Restricted Shares shall become transferable on the fifth (5th)
anniversary of the Date of Grant (such 4th and 5th anniversaries shall
hereinafter be referred to as the "Nontransferability Lapse Dates"). On such
Nontransferability Lapse Dates, those Restricted Shares becoming transferable
shall cease to be restricted under this Agreement and the Plan, and shall only
remain subject to those further limitations on transfer, if any, as may exist
under applicable law or any other agreement binding upon Grantee. The Restricted
Shares shall become transferable on the Nontransferability Lapse Dates
regardless of whether the Grantee is then employed by the Company or one of its
Affiliates on such dates. "Period of Nontransferability" shall mean, with
respect to a Restricted Share, the period between the Date of Grant and such
Restricted Share's Nontransferability Lapse Date.
Notwithstanding the foregoing, in the event of Grantee's death or
Disability prior to a Nontransferability Lapse Date, all Restricted Shares shall
become fully transferable under this Agreement and the Plan and shall remain
subject only to those further limitations on transfer, if any, as may exist
under applicable law or any other agreement binding upon Grantee. The Committee,
in its sole discretion, may accelerate the lapse of the transferability
restrictions for any or all of the Restricted Shares if in its judgment the
performance of Grantee has warranted such acceleration and/or such acceleration
is in the best interests of the Company.
5. Change of Control. Notwithstanding any provision herein to the
contrary, in the event of a Change of Control, any Restricted Shares that have
not theretofore vested shall vest and any Restricted Shares that have not
theretofore become transferable shall be become fully transferable of such
Change of Control.
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6. Certificates. The Restricted Shares shall be issued in the name of
Grantee or a nominee of Grantee as of the Date of Grant. One or more
certificates representing the Restricted Shares shall bear a legend evidencing
the nature of the Restricted Shares and shall be held by the Company or by its
transfer agent, together with a stock power to be executed by Grantee in favor
of the Company, until the end of the Period of Restriction for the Restricted
Shares. As soon as practicable after the end of the applicable Period of
Restriction, the Company, or its transfer agent, will deliver to Grantee the
certificate(s) representing one or more of the Restricted Shares.
7. Dividends and Voting. During the Period of Restriction, Grantee shall
be entitled to (i) receive all dividends, payable in stock, in cash or in kind,
or other distributions, declared on or with respect to any Restricted Shares as
of a record date that occurs on or after the Date of Grant hereunder and prior
to any transfer or forfeiture of such Restricted Shares by Grantee, provided
that any such dividends or distributions shall be subject to the same rights,
restrictions on transfer and conditions regarding vesting and forfeiture as the
Restricted Shares with respect to which such dividends or distributions are paid
at the time of payment, and (ii) exercise all voting rights with respect to the
Restricted Shares, if the record date for the exercise of such voting rights
occurs on or after the Date of Grant hereunder and prior to any transfer or
forfeiture of such Restricted Shares. In the event of forfeiture by Grantee of
any or all of the Restricted Shares or any of the equity securities distributed
to Grantee with respect thereto, Grantee shall be required to return to the
Company any cash dividends or distributions previously paid to Grantee with
respect to such Restricted Shares or other equity securities. With respect to
Restricted Stock granted to a Section 16 Person, any dividend or distribution
that constitutes a "derivative security" or an "equity security" under Section
16 of the 1934 Act shall be subject to a Period of Restriction equal to the
longer of (a) the remaining Period of Restriction on the Shares of Restricted
Stock with respect to which the dividend or distribution is paid, or (b) six (6)
months.
8. Designation of Beneficiary. Grantee may designate a person or persons
to receive, in the event of the death of Grantee, any Restricted Shares then
vesting or other property then or thereafter distributable relating to the
Restricted Shares. 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 Restricted Shares or other property.
9. 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 Restricted Shares 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.
10. Effect on Employment. The grant of the Restricted Shares and rights
thereto provided for herein shall not, in and of itself, confer upon Grantee any
right to continue in the
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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
Restricted Shares 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 Restricted Shares otherwise then
distributable to Grantee, or (iv) any combination of (i), (ii) or (iii), above.
12. 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.
13. 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.
14. Amendment and Cancellation. This Agreement may be or amended or
cancelled at any time provided both the Company and the Grantee consent to the
terms of such amendment or cancellation.
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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Signature Page Follows.]
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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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