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Exhibit 10.2
SOUTHWEST BANCORP, INC AND AFFILIATES
AMENDED AND RESTATED SEVERANCE COMPENSATION PLAN
The Stillwater National Bank and Trust Company Severance
Compensation
Plan originally was made and entered into
by Stillwater National Bank and Trust
Company, for the benefit of certain
officers, key management and highly
compensated employees effective June 24,
1993, and was amended and restated
effective July 24, 1997. It is hereby
further amended and restated as of August
26, 2004. The purpose of the Plan as
amended and restated is to protect and
retain certain officers, key management and
highly compensated employees of
Southwest Bancorp, Inc. ("Southwest") and
its affiliates in the event of a
Change in Control and to reward those
employees for loyal service to Southwest
by providing for severance compensation to
them upon their termination of
employment after a Change in Control as
provided herein.
ARTICLE I
DEFINITIONS
The terms defined in this Article shall have the meanings given
below:
1.1 AFFILIATE
means any corporation, partnership, business trust,
or other business entity of which Southwest has or acquires
direct or indirect voting power over 50 percent or more of the
outstanding common shares or equivalent voting interests, and
shall include, without limitation, SNB-Stillwater and
SNB-Wichita.
1.2 ANNUAL
EARNINGS means one-year's Earnings at the higher of the
rate in effect;
(a) upon the
Change in Control; or
(b)
immediately prior to the Participant's Qualified
Termination of Service.
1.3 BOARD
means:
(a) the Board
of Directors of Southwest; and
(b) the Board
of Directors of the Southwest Company that
employs, or intends to employ, the Participant at the
date the Participant is selected for participation in
the Plan, unless that Southwest Company does not
execute the Plan.
1.4 CHANGE IN
CONTROL means:
(a) the date
any entity or person, including a group as
defined in Section l3(d)(iii) of the Securities
Exchange Act of 1934 shall become the beneficial
owner of, or shall have obtained voting control over,
50 percent or more of the outstanding common shares
of either Southwest or SNB-Stillwater;
(b) the date
the shareholders of either Southwest or
SNB-Stillwater approve a definitive agreement (i) to
merge or consolidate either Southwest or
SNB-Stillwater with or into another corporation in
which either Southwest or SNB-Stillwater,
respectively, is not the continuing or surviving
corporation or pursuant to which any common shares of
either Southwest or SNB-Stillwater would be converted
into cash, securities, or other property of another
other than a merger of either Southwest or
SNB-Stillwater in which holders of common shares
immediately prior to the merger have the same
proportionate interest
of common stock of the
surviving corporation immediately after the merger as
immediately before, or (ii) to sell or otherwise
dispose of substantially all of the assets of either
Southwest or SNB-Stillwater; or
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(c) the date
there shall have been change in a majority
of the Board of either Southwest or SNB-Stillwater
within a 12 month period unless the nomination of
each new director was approved by the vote of
two-thirds (2/3) of directors then still in office
who were in office at the beginning of the 12 month
period.
1.5 CODE means
the Internal Revenue Code of 1986, as amended.
1.6 COMMITTEE
means the Committee appointed by the respective
Board to administer this Plan. Any function exercisable by
such Committee may also be exercised by the Board.
1.7 EARNINGS
means only the annual rate of salary (base cash
compensation) payable to the Participant by Southwest and any
Affiliates of the Bank, and shall not include overtime, bonus,
commissions, or any non-cash amounts (including amounts
attributable to stock options). Earnings shall not be reduced
by amounts excluded from gross income under Sections 125,
402(a)(8) or 402(h) or limited as provided under Section
401(a)(17) of the Internal Revenue Code of 1986, as amended
("Code").
1.8 EFFECTIVE
DATE means June 24, 1993.
1.9 GOOD
REASON shall mean:
(a) a
reduction in Participant's Earnings in effect
immediately prior to a Change in Control or as
increased thereafter;
(b) the
assignment of Participant without Participant's
consent to (i) a location outside of the metropolitan
statistical area ("MSA") in which such Participant
was assigned at the date of the Change in Control, or
(ii) if Participant was not assigned in an MSA at
such date, a
location more than 75 miles from the
location to which Participant was assigned at the
date of the Change in Control;
(c) a material
reduction in the authority or
responsibility that Participant had immediately prior
to the Change in Control; or
(d) a material
reduction in the level of incentive
compensation or benefits of a Participant from those
in effect immediately prior to a Change in Control
except such reductions as are applicable to all
employees or key executives generally and which do
not have a disproportionate effect on Participant.
1.10
PARTICIPANT means an employee of a Southwest Company selected
for participation in the Plan by the Board or Committee.
1.11
PLAN means this Amended and Restated Severance Compensation
Plan and amendments hereto.
1.12
PRINCIPAL EMPLOYER means the Southwest Company that provided
the majority of earnings to a Participant during the twelve
months prior to a Qualifying Termination of Service,
Termination for Cause, or request for arbitration, as the case
may be, and any successor thereto that is a Southwest Company.
1.13
QUALIFYING TERMINATION OF SERVICE means either:
(a) a
Participant's involuntary termination of employment
with the Bank and its subsidiaries or their
successors; or
(b) a
Participant's voluntary termination of employment
with the Bank and its subsidiaries for Good Reason,
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in either case within two (2) years following the first Change
in Control occurring after the Effective Date. Qualifying
Termination of Service does not include any change in the
Participant's employment status due to disability or death or
a Termination for Cause.
1.14
SNB-STILLWATER means Stillwater National Bank and Trust
Company and any successor corporation.
1.15
SNB-WICHITA means SNB Bank of Wichita and any successor
corporation.
1.16
SOUTHWEST means Southwest Bancorp, Inc., and any successor
corporation.
1.17
SOUTHWEST C
