Exhibit 10.3
CASS INFORMATION SYSTEMS, INC.
2007 OMNIBUS INCENTIVE STOCK PLAN
RESTRICTED STOCK AGREEMENT
Participant Name:
______________________________________________________________
Date of Grant:
_________________________________________________________________
Number of Shares of Restricted Stock subject to this Award:
____________________
We are pleased to inform you that, as an employee or director of
Cass
Information Systems, Inc. ("Cass") or one of its Subsidiaries, you
are granted
an Award of Shares of Restricted Stock under the Cass Information
Systems, Inc.
2007 Omnibus Incentive Stock Plan (the "Plan"). The shares of
common stock of
Cass Information Systems, Inc. granted pursuant to this Agreement
are
hereinafter called "Shares". Each Share under this Award is
composed of one
share of Cass common stock, $0.50 par value per share. This Award
is subject to
your acceptance as provided in Section 1 below and the terms and
conditions that
follow in this Agreement.
The date of the Award evidenced by the Agreement (the "Date of
Grant") is set
forth above.
The terms and conditions of this Award, including non-standard
provisions
permitted by the Plan, are set forth below.
1. Acceptance of Award. This Award is to be accepted by signing
your name on the
signature page of two copies of this Agreement and causing them to
be delivered
to the Vice President - Human Resources of Cass, 13001 Hollenberg
Drive,
Bridgeton, MO 63044, before 4:30 p.m. Central time on the 30th day
after the
Date of Grant. If the Vice President - Human Resources does not
receive your
properly signed copies of this Agreement before the time and date
specified in
the previous sentence, then, despite anything else provided in this
Agreement,
this Award will be void as if it was never awarded to you and will
be of no
effect. Your signing and timely delivering the copies of this
Agreement will
evidence your acceptance on the terms and conditions stated in this
Agreement.
2. Issuance of Restricted Stock.
(a)
Subject to the
provisions of this Agreement and except as any of the
Shares may be issued in book entry form, Cass shall issue and
register on its books and records in your name a certificate
(certificates) evidencing the number of Shares subject to this
Award
as set forth above. Each certificate shall bear a legend,
substantially in the following form:
"THE SALE OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED
BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY
OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AS SET FORTH IN THE CASS INFORMATION SYSTEMS, INC.
2007 OMNIBUS INCENTIVE STOCK PLAN AND IN THE RESTRICTED STOCK
AGREEMENT. A COPY OF THE PLAN AND SUCH RESTRICTED STOCK
AGREEMENT MAY BE OBTAINED FROM THE VICE PRESIDENT - HUMAN
RESOURCES OF CASS INFORMATION SYSTEMS, INC."
<PAGE>
The certificate(s) shall be retained by Cass (or its designee)
until
the time that all restrictions or conditions applicable to the
Shares have been satisfied or lapsed. You agree to (i) deliver
to
Cass, as a precondition to the issuance of any certificate or
certificates with respect to Unvested Shares, one or more stock
powers, endorsed in blank, with respect to such Shares, (ii)
sign
such other powers, take such other actions as Cass may
reasonably
request to accomplish the transfer or forfeiture of any
Unvested
Shares that are forfeited under this Agreement and (iii)
authorize
Cass to cause such Unvested Shares to be cancelled or transferred
in
the event they are forfeited pursuant to this Agreement. As used
in
this Agreement, "Unvested Shares" means Shares which are subject
to
forfeiture under this Agreement.
(b)
If Unvested
Shares are held in book entry form, Subsection 2(a)
shall not be applicable and you agree that Cass may give stop
transfer instructions
to the depository of such Shares to ensure
compliance with the provisions of this Agreement. You hereby
(i)
acknowledge that the Unvested Shares may be held in book entry
form
on the books of Cass's depository (or another institution
specified
by Cass), (ii) irrevocably authorize Cass to take such actions
as
may be necessary or appropriate to effect a transfer or
cancellation
of the record ownership of any such Unvested Shares that are
forfeited in accordance with this Agreement, (iii) agree to
take
such other actions as Cass may reasonably request to accomplish
the
forfeiture of any Unvested Shares that are forfeited under this
Agreement, and (iv) authorize Cass to cause such Shares to be
cancelled or transferred in the event they are forfeited pursuant
to
this Agreement.
3. Restrictions. In association with the other terms of this
Agreement and in
accordance with the Plan, the Shares shall be subject to the
following
restrictions:
(a)
Neither (i) the
Shares or any interest in them, (ii) the right to
vote the Shares, (iii) the right to receive dividends on the
Shares,
or (iv) any other rights under this Agreement may be sold,
transferred, donated, exchanged, pledged, hypothecated, assigned,
or
otherwise transferred, alienated or encumbered, by operation of
law
or otherwise, until (and then only to the extent of) the Shares
are
delivered to you or, in the event of your death, your
Designated
Beneficiary or Beneficiaries or testamentary transferee or
transferees.
(b)
You shall have,
with respect to the Shares, all of the rights of a
holder of Shares, including the right to vote such Shares and
to
receive any cash dividends thereon, except as otherwise provided
in
the Plan. Additional Shares of Cass common stock resulting from
adjustments under Section XI of the Plan with respect to Shares
subject to this Agreement shall be treated as additional Shares
subject to the same restrictions and other terms of this Award
and
you shall comply with the provisions of Sections 2(a) or (b),
as
appropriate, with respect to such additional Shares. Cash
dividends
paid on Unvested Shares are taxable to you as compensation
income,
and not dividend income, and are deductible by Cass or its
Subsidiaries for income tax purposes as compensation income.
Such
dividends shall be paid to you at the time they are paid to
other
holders of shares of Cass Common Stock.
<PAGE>
(c)
During your
lifetime, Shares shall only be delivered to you. Any
Shares transferred in accordance with this Agreement shall
continue
to be subject to the terms and conditions of this Agreement.
Any
transfer
permitted under this Agreement shall be promptly reported
in writing to Cass's Vice President - Human Resources.
(d)
You may
designate a beneficiary or beneficiaries ("Designated
Beneficiary or Beneficiaries") on the Designated Beneficiary
form
attached to this Agreement to receive Shares which vest on your
death. If you do not complete the Beneficiary Designation form
or
if, after your death, your Designated Beneficiary or
Beneficiaries
has or have died or cannot be located, Shares which become vested
on
your death shall be transferred in accordance with your will or,
if
you have no will, in accordance with applicable state laws of
descent and
distribution.
4. Lapse of Restrictions and Delivery of Shares of Restricted
Stock. Unless
previously forfeited or transferred on account of your death,
Retirement, Total
Disability or a Change in Control, the Restriction Period will
lapse with
respect to applicable Shares, and Cass shall deliver the Shares
subject to this
Award to you, as follows:
(a)
Restrictions
shall lapse with respect to one-third of the Shares and
such Shares shall be delivered one year from the Date of Grant;
(b)
Restrictions
shall lapse with respect to the next one-third of the
Shares and such Shares shall be delivered two years from the Date
of
Grant; and
(c)
Restrictions
shall lapse with respect to the remaining one-third of
the Shares and such Shares shall be delivered three years from
the
Date of Grant.
Cass shall deliver the Shares to you by transferring certificates
to you
evidencing your ownership of the Shares without the legend provided
by Section
2(a) but with any legend required by federal and state securities
laws. The
appropriate officers of Cass may, in their discretion, cause the
Shares as
described in this Section 4 to instead be held in book entry form
in your name
without the restrictions imposed by this Agreement. For purposes of
this
Agreement, "Retirement" or "Retire" means normal or postponed
retirement under
the Retirement Plan for Employees of Cass Information Systems,
Inc.
5. Effect of Death, Retirement, Total Disability or Change of
Control.
Notwithstanding anything in this Agreement to the contrary, if you
die while in
the employment or service of Cass or its Subsidiaries, all Shares
granted
pursuant to this Agreement, to the extent not forfeited or
previously
transferred prior to your death, shall be transferred as provided
in Section 4
and shall not be subject to forfeiture after your death. If you
Retire or become
Totally Disabled or a Change of Control occurs while you are
employed by or in
the service of Cass or its Subsidiaries, all Shares granted
pursuant to the
Agreement, to the extent not forfeited or previously transferred
prior to your
<PAGE>
Retirement, Total Disability or occurrence of the Change of
Control, shall,
notwithstanding anything in this Agreement to the contrary, be
transferred to
you at the time your Retirement, Total Disability or a Change of
Control occurs
and shall not be subject to forfeiture after the occurrence of your
Retirement,
Total Disability or a Change of Control. Shares transferred
pursuant to this
Section 5 shall be delivered in the same manner as provided in
Section 4.
6. Effect of Other Causes of Termination of Employment.
(a)
If your
employment or service with Cass or any of its Subsidiaries
terminates prior to the lapse of restrictions on
