Exhibit (10)(uu)
GOLD BANC CORPORATION,
INC.
1996 EQUITY COMPENSATION PLAN
as amended on February 2,
2001
as further amended on
October 19, 2006
SECTION 1
PURPOSE AND DURATION
1.1 Effective Date . This
Plan permits the grant of Nonqualified Stock Options, Incentive
Stock Options, SARs, Restricted Stock, Performance Units and
Performance Shares. This Plan shall become effective upon approval
of the Board of Directors of the Company.
1.2 Purpose of this Plan .
This Plan is intended to attract, motivate, and retain
(a) employees and directors of the Company and its Affiliates
and (b) consultants who provide significant services to the
Company and its Affiliates. This Plan also is designed to further
the growth and financial success of the Company and its Affiliates
by aligning the interests of the Participants, through the
ownership of Shares and through other equity based incentives, with
the interests of the Company’s shareholders.
SECTION 2
DEFINITIONS
The following words and phrases
shall have the following meanings unless a different meaning is
plainly required by the context:
2.1 “1933 Act” means the
Securities Act of 1933, as amended. Reference to a specific section
of the 1933 Act or regulation thereunder shall include such section
or regulation, any valid regulation promulgated under such section,
and any comparable provision of any future legislation or
regulation amending, supplementing, or superseding such section or
regulation.
2.2 “1934 Act” means the
Securities Exchange Act of 1934, as amended. Reference to a
specific section of the 1934 Act or regulation thereunder shall
include such section or regulation, any valid regulation
promulgated under such section, and any comparable provision of any
future legislation or regulation amending, supplementing, or
superseding such section or regulation.
2.3 “Advisory Director”
means such persons designated by the Board of Directors of the
Company as being entitled to notice of and to attend and
participate in meetings of the Board of Directors of the Company
with voice, but without vote.
2.4 “Affiliate” means
any corporation or any other entity, including partnerships and
joint ventures, which, directly or indirectly, controls, is
controlled by, or is under common control with, the Company,
whether now or hereafter existing.
2.5 “Affiliated SAR”
means a SAR which is granted in connection with, and is related to,
an Option, and which automatically will be deemed to be exercised
at the same time that such related Option is exercised.
2.6 “Award” means,
individually or collectively, a grant under this Plan of
Nonqualified Stock Options, Incentive Stock Options, SARs,
Restricted Stock, Performance Units or Performance
Shares.
2.7 “Award Agreement”
means the written agreement setting forth the terms and provisions
applicable to each Award granted under this Plan.
2.8 “Board” or
“Board of Directors” means the Board of Directors of
the Company.
2.9 “Change in Control”
shall have the meaning assigned to such term in
Section 12.2.
2.10 “Code” means the
Internal Revenue Code of 1986, as amended. Reference to a specific
section of the Code or regulation thereunder shall include such
section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or
regulation amending, supplementing, or superseding such section or
regulation.
2.11 “Committee” means
the committee appointed by the Board pursuant to Section 3.1
to administer this Plan.
2.12 “Company” means
Gold Banc Corporation, Inc., a Kansas corporation, and any
successor thereto. With respect to the definitions of the
Performance Goals, the Committee in its sole discretion may
determine that “company” means Gold Banc Corporation,
Inc. and its Subsidiaries.
2.13 “Consultant” means
any consultant, independent contractor or other person who provides
significant services to the Company or to an Affiliate, and who is
compensated for such services, but who is neither an Employee nor a
member of the Board of Directors, but may be an Advisory
Director.
2.14 “Director” means
any individual who is a member of the Board of Directors of the
Company or is an Advisory Director of the Company.
2.15 “Disability” means
a permanent and total disability within the meaning of
Section 22(e) (3) of the Code, provided that in the case
of Awards other than Incentive Stock Options, the Committee in its
sole discretion may determine whether a permanent and total
disability exists in accordance with uniform and nondiscriminatory
standards adopted by the Committee from time to time.
2.16 “Earnings Per
Share” means as to any Fiscal Year, the Company’s Net
Income or a specified business unit’s Pro Forma Net Income,
divided by a weighted average number of Shares outstanding
calculated on a fully diluted basis.
2.17 “Employee” means
any employee of the Company or of an Affiliate, whether now or
hereafter employed.
2.18 “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.
Reference to a specific section of ERISA or regulation thereunder
shall include such section or
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regulation, any valid regulation promulgated
under such section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding
such section or regulation.
2.19 “Exercise Price”
means the price at which a Share may be purchased by a Participant
pursuant to the exercise of an Option.
2.20 “Fair Market Value”
means, in descending order of determination, (i) the last
quoted per share selling price at which Shares were traded, as
reported in The Wall Street Journal; provided that the most recent
trade date is less than sixty (60) days prior to the date of
determining Fair Market Value hereunder, or (ii) the value
determined in good faith by the Committee in accordance with
uniform and nondiscriminatory standards. Notwithstanding the
preceding, for federal, state and local income tax reporting
purposes, fair market value shall be determined by the Committee or
its delegate in accordance with uniform and nondiscriminatory
standards adopted by it from time to time.
2.21 “Fiscal Year” means
the fiscal year of the Company.
2.22 “Freestanding SAR”
means a SAR that is granted independently of any Option.
2.23 “Grant Date” means,
with respect to an Award, the date on which the Award was
granted.
2.24 “Incentive Stock
Option” means an Option to purchase Shares which is
designated as an Incentive Stock Option, and is intended to meet
the requirements of Section 422 of the Code.
2.25 “Individual MBOs”
means as to a Participant, the objective and measurable goals set
by a “management by objectives” process, and approved
by the Committee in its sole discretion.
2.26 “Net Income” means
as to any Fiscal Year, the income after taxes of the Company for
that Fiscal Year determined in accordance with generally accepted
accounting principles; provided, however, that prior to the Fiscal
Year, the Committee shall determine whether any significant items
shall be included or excluded from the calculation of Net Income
with respect to one or more Participants.
2.27 “Nonqualified Stock
Option” means an Option to purchase Shares which is
not an Incentive Stock Option.
2.28 “Option” means an
Incentive Stock Option or a Nonqualified Stock Option granted
pursuant to this Plan.
2.29 “Participant” means
an Employee, Consultant or Director to whom an outstanding Award
has been granted.
2.30 “Performance Goals”
means the goals determined by the Committee in its sole
discretion to be applicable to a participant with respect to an
Award. As determined by the Committee, the Performance Goals
applicable to an Award may provide for a targeted level or levels
of achievement using one or more of the following measures:
(a) Earnings Per Share, (b)
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Individual MBOs, (c) Net Income,
(d) Pro Forma Net Income, (e) Return on Designated
Assets, (f) Return on Revenues, and (g) Satisfaction
MBOs. The Performance Goals may differ from Participant to
Participant and from Award to Award.
2.31 “Performance
Period” shall have the meaning assigned to such term
in Section 8.3.
2.32 “Performance Share”
means an Award granted to a Participant pursuant to
Section 8.
2.33 “Performance Unit”
means an Award granted to a participant pursuant to
Section 8.
2.34 “Period of
Restriction” means the period during which the transfer of
Shares of Restricted Stock are subject to restrictions. As provided
in Section 7, such restrictions may be based on the passage of
time, the achievement of target levels of performance or the
occurrence of other events as determined by the Committee in its
sole discretion.
2.35 “Plan” means the
Gold Banc corporation, Inc. 1996 Equity Compensation Plan, as set
forth in this instrument and as hereafter amended from time to
time.
2.36 “Pro Forma Net
Income” means as to any specified business unit for any
Fiscal Year, the portion of the Company’s Net Income
allocable to such business unit; provided, however, that prior to
such Fiscal Year, the Committee shall determine the basis on which
such allocation shall be made.
2.37 “Restricted Stock”
means an Award granted to a Participant pursuant to
Section 7.
2.38 “Retirement” means,
in the case of an Employee, a Termination of Service by reason of
the Employee’s retirement at or after age sixty-five
(65) or pursuant to any early retirement program instituted by
the Company. With respect to a Director, “Retirement”
means termination of service on the Board.
2.39 “Return on Designated
Assets” means as to any Fiscal Year, (a) the Pro Forma
Net Income of a specified business unit, divided by the average of
that business unit’s designated assets measured as of the
beginning and end of such Fiscal Year, or (b) the Net Income
of the Company, divided by the average of the Company’s
designated assets measured as of the beginning and end of such
Fiscal Year.
2.40 “Return on
Revenues” means as to any Fiscal Year, the percentage equal
to the Company’s Net Income or a specified business
unit’s Pro Forma Net Income, divided by the Company’s
or that business unit’s Annual Revenue.
2.41 “Rule 16b-3” means
Rule 16b-3 promulgated under the 1934 Act, and any future
regulation amending, supplementing, or superseding such
regulation.
2.42 “Satisfaction MBOs”
means as to any Participant, the objective and measurable
individual goals set by a “management by objectives”
process and approved by the Committee, which goals relate to the
satisfaction of external or internal requirements.
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2.43 “Section 16 Person”
means a person who, with respect to the Shares, is subject to
Section 16 of the 1934 Act.
2.44 “Shares” means the
shares of common stock of the Company.
2.45 “Stock Appreciation
Right” or “SAR” means an Award, granted either
alone or in connection with a related Option, that is
designated as a SAR pursuant to Section 6.
2.46 “Subsidiary” means
a “subsidiary corporation” as defined in
Section 424(f) of the Code, whether now or hereafter
existing.
2.47 “Tandem SAR” means
a SAR which is granted in connection with, or related to, an
Option, and which requires forfeiture of the right to purchase an
equal number of shares under the related Option upon the exercise
of such SAR; or alternatively, which requires the cancellation of
an equal amount of SAR upon the purchase of the Shares subject to
the Option.
2.48 “Termination of
Service” or “Terminates” means (a) in the
case of an Employee, a cessation of the employee-employer
relationship between an Employee and the Company or an Affiliate
for any reason, including, but not limited to, a cessation by
resignation, discharge, death, Disability, Retirement or the
disaffiliation of an Affiliate, but excluding any such cessation
where there is a simultaneous reemployment by the Company or by an
Affiliate, (b) in the case of a Director, a cessation
of the status of the Director as a member of the Board of Directors
of the Company or as an Advisory Director for any reason,
including, but not limited to, a cessation by resignation, removal,
death, disability, or the failure to be reelected or reappointed,
as the case may be, and (c) in the case of a Consultant, a
cessation of the service relationship between a Consultant and the
Company or an Affiliate for any reason, including, but not limited
to, a cessation by resignation, discharge, death, Disability or the
disaffiliation of an Affiliate, but excluding any such cessation
where there is a simultaneous re-engagement of the Consultant by
the Company or by an Affiliate.
SECTION 3
ADMINISTRATION
3.1 The Committee . This Plan
shall be administered by the Committee. The Committee shall consist
of not less than two (2) Directors. The members of the
Committee shall be appointed from time to time by, and shall serve
at the pleasure of, the Board of Directors. The Committee shall be
comprised solely of Directors who both are
(a) “disinterested persons” under Rule 16b-3, and
(b) “outside directors” under Section 162(m)
of the Code.
3.2 Authority of the
Committee . It shall be the duty of the Committee to administer
this Plan in accordance with the provisions hereof. The Committee
shall have all powers and discretion necessary or appropriate to
administer this Plan and to control its operation, including, but
not limited to, the power to (a) determine which Employees,
Directors and Consultants shall be granted Awards,
(b) prescribe the terms and conditions of the Awards,
(c) interpret the terms and provision of this Plan and of the
Awards, (d) adopt rules for the administration, interpretation
and application of this Plan, and (e) interpret, amend, or
revoke any such rules.
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3.3 Delegation by the
Committee . The Committee, in its sole discretion and on such
terms and conditions as it may provide, may delegate all or any
part of its authority and powers under this Plan to one or more
directors or officers of the Company; provided, however, that the
Committee may not delegate its authority and powers (a) with
respect to Section 16 Persons, or (b) in any way which
would jeopardize this Plan’s qualification under
Section 162(m) of the Code or Rule 16b-3.
3.4 Decisions Binding . All
determinations and decisions made by the Committee, the Board and
any delegate of the Committee appointed pursuant to
Section 3.3 shall be final, conclusive, and binding on all
persons, and shall be given the maximum deference permitted by
law.
SECTION 4
SHARES SUBJECT TO THIS PLAN
4.1 Number of Shares .
Subject to adjustment as provided in Section 4.3, the total
number of Shares available for grant under this Plan shall not
exceed 2,500,000. Shares granted under this Plan may be either
authorized but unissued Shares or treasury Shares, or any
combination thereof.
4.2 Lapsed Awards . If an
Award is settled in cash, or is cancelled, terminates, expires or
lapses for any reason (with the exception of the termination of a
Tandem SAR upon exercise of the related Option, or the termination
of a related Option upon exercise of the corresponding Tandem SAR),
any Shares subject to such Award thereafter shall be available to
be the subject of a subsequent Award.
4.3 Adjustments in Awards and
Authorized Shares . In the event of any corporate event or
transaction, such as a merger, consolidation, share exchange,
recapitalization, reorganization, separation, stock dividend, stock
split, split-up, spin-off or other distribution of stock or
property of the Company, combination of shares, exchange of shares,
dividend in kind, or other like change in capital structure or
distribution (other than normal cash dividends) to shareholders of
the Company, the Committee, in order to prevent dilution or
enlargement of Participants’ rights under the Plan, shall
substitute or adjust, in an equitable manner (including adjustments
to avoid fractional shares), the number of Common Shares
(i) reserved under the Plan, (ii) available for Incentive
Stock Options or Restricted Stock, (iii) for which Awards may
be granted to an individual Participant, and (iv) covered by
outstanding Awards denominated in stock, (b) the stock prices
related to outstanding Awards; and (c) the appropriate Fair
Market Value and other price determinations for such Awards. In the
event of a corporate merger, consolidation, acquisition of property
or stock, separation, reorganization or liquidation, the Committee
shall be authorized to issue or assume Awards, whether or not in a
transaction to which Section 424(a) of the Code applies, by
means of substitution of new Awards for previously issued awards or
an assumption of previously issued awards. All adjustments under
this Section 4.3 shall be made in a manner such that they will
not result in a penalty under Section 409A of the Code. Any
adjustment, waiver, conversion or other action taken by the
Committee under this Section 4.3 shall be conclusive and
binding on all Participants, the Company and their successors,
assigns and beneficiaries.
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SECTION 5
STOCK OPTIONS
5.1 Grant of Options .
Subject to the terms and provisions of this Plan, Options may be
granted to Employees, Directors and Consultants at any time and
from time to time as determined by the Committee in its sole
discretion. The Committee in its sole discretion shall determine
the number of Shares subject to each Option; provided, however,
that during any Fiscal Year, no Participant shall be granted
Options covering more than 100,000 Shares. The Committee may grant
Incentive Stock Options, Nonqualified Stock Options, or any
combination thereof.
5.2 Award Agreement . Each
Option shall be evidenced by an Award Agreement that shall specify
the Exercise Price, the expiration date of the Option, the number
of Shares to which the Option pertains, any conditions to exercise
of the Option and such other terms and conditions as the Committee
in its sole discretion shall determine. The Award Agreement also
shall specify whether the Option is intended to be an Incentive
Stock Option or a Nonqualified Stock Option.
5.3 Exercise Price . Subject
to the provisions of this Section 5.3, the Exercise Price per
Share for each Option shall be determined by the Committee in its
sole discretion.
5.3.1 Incentive Stock Options
. In the case of an Incentive Stock Option, the Exercise Price per
Share shall be not less than one hundred percent (100%) of the
Fair Market Value of a Share on the Grant Date; provided, however,
that if on the Grant Date, the Employee (together with persons
whose stock ownership is attributed to the Employee pursuant to
Section 424(d) of the Code) owns stock possessing more than
10% of the total combined voting power of all classes of stock of
the Company or any of its Subsidiaries, the Exercise Price per
Share shall be not less than one hundred ten percent (110%) of
the Fair Market Value of a Share on the Grant Date.
5.3.2 Substitute Options .
Notwithstanding the provisions of Section 5.3.1, in the event
that the Company or an Affiliate consummates a transaction
described in Section 424(a) of the Code (e.g., the acquisition
of property or stock from an unrelated corporation), persons who
become Employees or Consultants on account of such transaction may
be granted Options in substitution for options granted by such
former employer or recipient of services. If such substitute
Options are granted, the Committee, in its sole discretion and
consistent with Section 424(a) of the Code, may determine that
such substitute Options shall have an Exercise Price per Share less
than one hundred (100%) of the Fair Market Value of the Shares
on the Grant Date.
5.4 Expiration of Options
.
5.4.1 Expiration Dates . Each
Option shall terminate upon the earlier of the first to occur of
the following events:
(a) The date for termination of the
Option set forth in the Award Agreement; or
(b) The expiration of ten
(10) years from the Grant Date (except as provided in
Section 5.8.2 regarding Incentive Stock Options);
or
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(c) The expiration of one
(1) year from the date of the Optionee’s Termination of
Service for a reason other than the Optionee’s death,
Disability or Retirement (except as provided in Section 5.8.2
regarding Incentive Stock Options); or
(d) The expiration of three
(3) years from the date of the Optionee’s Termination of
Service by reason of Disability, death, or Retirement (except as
provided in Section 5.8.2 regarding Incentive Stock
Options).
5.4.2 Committee Discretion .
Subject to the limits of Section&nbs
