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Exhibit 10.15
FINANCIAL EXPERT AGREEMENT
THIS AGREEMENT (the "Agreement"),
made this 25th day of January 2007, by and between Southwest
Bancorp, Inc., a registered bank holding company ("Southwest") and
David S. Crockett, Jr., a member of the board of directors of
Southwest ("Mr. Crockett ").
W I T N E S S E T H
WHEREAS, Mr. Crockett serves
as a member of Southwest’s board of directors and of the
Audit Committee of Southwest and its wholly owned subsidiary,
Stillwater National Bank and Trust Company ("SNB-Stillwater").
WHEREAS, Southwest is required by
the Listing Standards of the NASDAQ National Market (the "Listing
Standards") to have at least one "Audit Committee Financial Expert"
as defined in that rule, the Securities Exchange Act of 1934, and
Securities and Exchange Commission ("SEC") regulation. .
WHEREAS, the board of directors
has determined that Mr. Crockett meets the definition of Audit
Committee Financial Expert.
WHEREAS, Southwest is required to
identify each director who is an Audit Committee Financial Expert
in the proxy statements for its annual meetings of shareholders and
its annual report to the SEC on Form 10-K.
WHEREAS, it is the position of the
SEC, as stated in Release 34-47235 and embodied in SEC regulation
at Item 401(h) of Regulation S-K, that the designation or
identification of a person as an Audit Committee Financial Expert
should not impose on such person any duties, obligations, or
liability that are greater than those imposed on such person as
member of the audit committee and the board of directors, and that,
it would adversely affect the operation of the audit committee and
its vital role in the financial reporting and the public disclosure
system and systems of corporate governance, and would be adverse to
the interests of investors and to the operation of markets and not
in the public interest if courts were to conclude that the
designation and public identification of an Audit Committee
Financial Expert affected such person’s duties, obligations,
or liability as an audit committee member or a board member.
WHEREAS, consistent with such SEC
policy, Southwest’s board of directors has adopted a
resolution to the effect that it is Southwest policy that no
director shall be subject to additional responsibility or liability
by reason of his or her identification or service as an audit
committee financial expert.
WHEREAS, in spite of these SEC and
Southwest policies, it is possible that federal or state courts may
seek to impose additional liability upon an Audit Committee
Financial Expert by reason of his or her identification or service
as such, and may allow actions to proceed based upon claims of such
additional liability whether or not such claims are eventually
found to be baseless.
WHEREAS, accordingly, Southwest
and Mr. Crockett desire to provide a binding and enforceable
means of effecting such SEC and Southwest policies in connection
with his service and identification as an Audit Committee Financial
Expert for Southwest in order to avoid such adverse consequences to
Southwest, Southwest’s shareholders, and Mr. Crockett
.
NOW, THEREFORE, in consideration
of the premises and mutual covenants herein contained, it is agreed
as follows:
1. Identification and Service as Financial Expert .
(a) Mr. Crockett agrees to serve as an Audit Committee
Financial Expert for so long as he is a member of the Audit
Committee, and consents to the identification of him as an Audit
Committee Financial Expert where and in the manner required by
applicable law and regulation and the Listing Standards.
(b) Notwithstanding paragraph (a) hereof,
Mr. Crockett may terminate his status as an Audit Committee
Financial Expert and may resign or decline to stand for reelection
as a director or member of the Audit Committee, provided that, if
he is the sole Audit Committee Financial Expert, he (i) has
provided at least 60 days prior notice thereof, (ii) is
unable to perform his duties as an audit committee member due to
disability or other cause not within his control, or (iii) has
received Southwest’s consent thereto. Failure to provide such
notice shall not, however, affect Mr. Crockett ’s
indemnification rights under this agreement.
(c) Mr. Crockett shall receive a fee for service as an
Audit Committee Financial Expert of $1,000 more than the fee paid
to other members of the committee who are not Audit Committee
Financial Experts (other than the chairman thereof) for each
meeting.
2. Term . The term of this Agreement shall begin on the
date first written above and shall extend until the seventh
anniversary of the day upon which Mr. Crockett last served as
an Audit Committee Financial Expert.
3. Indemnification
(a) Southwest agrees to indemnify and hold harmless
Mr. Crockett against any and all losses, claims, damages,
liabilities, and expenses (including reasonable costs of
investigation and reasonable attorneys’ fees and expenses),
joint or several, and whether or not he continues to be a director
at the time of incurring any such expenses or liabilities, arising
out of or based, in whole or in part, upon Mr. Crockett
’s service as an Audit Committee Financial Expert, and shall
reimburse Mr. Crockett for any reasonable legal or other
expenses as incurred, but in no event less frequently than
30 days after each invoice is submitted, incurred by him in
connection with investigating or defending against or appearing as
a third-party witness in connection with any such loss, claim,
damage, liability or action; provided, however, that Southwest
shall not be liable in any such case to the extent, but only to the
extent, that any such losses, claims, damages, liabilities, and
expenses arise out of or are based upon (i) claims that are
substantially the same as those made against at least
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2 of the other members of the
Audit Committee excluding the chairman of such committee and any
person who has been identified as an Audit Committee Financial
Expert in Southwest’s proxy materials; or (ii) willful
breach of fiduciary duty by Mr. Crockett involving personal
profit.
(b) Southwest shall reimburse Mr. Crockett for any
reasonable legal or other expenses as incurred as provided in
paragraph (a) of this section 3 notwithstanding the
possibility that payments for such expenses might later be held to
be improper hereunder or under applicable law. Any legal or other
expenses incurred by Mr. Crockett in connection with
investigation or defending against or appearing as a third-party
witness in connection with any pending or threatened action that
seeks damage, liability, or expense from, or is based upon action
or inaction by, the A
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