Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  DC    20549 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 15, 2015

 

SOUTHWEST BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Oklahoma		001-34110		73-1136584
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

608 South Main Street,  Stillwater,  Oklahoma		74074
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[   ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

---

 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

   

On December 15, 2015, Southwest Bancorp, Inc. (the “Company”) and it its subsidiary bank, Bank SNB, an Oklahoma state banking corporation (“Bank SNB”), entered into an Amendment to the Employment Agreement dated August 30, 2012, as amended February 24, 2015 with the Company’s President and Chief Executive Officer, Mark W. Funke.  The Amendment revised the original agreement to provide that if Mr. Funke’s employment is terminated by the Company without cause, or by Mr. Funke for good reason, within 24 months of a change of control, then the Company will pay Mr. Funke a severance in an amount equal to the sum of (i) three (3) times Mr. Funke’s annual base salary in effect on the date of termination and (ii) one (1) times the average of the cash portion of Mr. Funke’s annual bonus for the three years immediately preceding the change of control.  The severance will be paid out in substantially equal installments over a twelve month period.  

 

On December 15, 2015, the Company and Bank SNB entered into an Amendment to the Employment Agreement dated November 15, 2012 with the Company’s Executive Vice President and Chief Financial Officer, Joe T. Shockley, Jr.  The Amendment revised the original agreement to provide that if Mr. Shockley’s employment is terminated by the Company without cause, or by Mr. Shockley for good reason, within 24 months of a change of control, then the Company will pay Mr. Shockley a severance in an amount equal to the sum of (i) two (2) times Mr. Shockley’s annual base salary in effect on the date of termination and (ii) one (1) times the average  of the “Company Incentive Portion” of Mr. Shockley’s annual bonus under the Southwest Bancorp Executive Leadership Team Incentive Plan for the three years immediately preceding the change of control.  The severance will be paid out in substantially equal installments over a twelve month period.

 

On December 15, 2015, the Company entered into an Amendment to Change of Control Agreement with each of Priscilla Barnes, the Company’s Senior Executive Vice President and Chief Operating Officer, and James D. Bygland, the Company’s Executive Vice President and Chief Information Officer.  The Amendments amended the Change of Control Agreement between the Company and Ms. Barnes dated August 3, 2012 and the Change of Control Agreement between the Company and Mr. Bygland dated July 11, 2013.  The Amendments amended the original agreements to provide that if, within 24 months of a change of control, either executive is terminated other than for cause, disability or death, or if the executive terminates his or her employment for good reason, then the executive shall be paid in a single lump sum payment within 30 days of the date of determination an amount equal to the sum of (i) two (2) times the executive’s base salary in effect on the date of the change of control and (ii) one (1) times the average of the “Company Incentive Portion” of the executive’s annual bonus under the Southwest Bancorp Executive Leadership Team Incentive Plan for the three years immediately prior to the date of the change of control. 

 

In addition, the amendments to Mr. Funke’s Employment Agreement, Mr. Shockley’s Employment Agreement, Ms. Barnes’ Change of Control Agreement and Mr. Bygland’s Change of Control Agreement each revised the definition of “Change of Control” to provide (i) that a Change of Control occurs when any person becomes the beneficial owner, or obtains voting

---

 

control over, 30% or more of the then outstanding common stock or voting securities of the Company, and (ii) that any merger, reorganization, consolidation, or sale of assets of the Company or Bank SNB is a Change of Control unless (a) the Company’s stockholders immediately prior to such merger, reorganization, consolidation or sale own at least 60% of the combined voting power of the surviving entity following such merger, reorganization, consolidation or sale, (b) no person beneficially owns or has voting control over 30% or more of the then outstanding common stock or voting securities of the Company, and (c) at least half of the members of the board of the surviving company were members of the Company’s board immediately prior to such merger, reorganization, consolidation or sale.

 

The foregoing description of the Amendments are summaries and is qualified in its entirety by reference to the full text of the Amendments which are filed herewith as Exhibits 10.1-10.4 and incorporated by reference herein.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit 10.1: Amendment to Employment Agreement dated December 15,  2015 by and among Southwest Bancorp, Inc., Bank SNB, and Mark W. Funke

 

Exhibit 10.2:  Amendment to Employment Agreement dated December 15,  2015 by and among Southwest Bancorp, Inc., Bank SNB, and Joe T. Shockley, Jr.

 

Exhibit 10.3:  Amendment to Change of Control Agreement dated December 15, 2015 by and between Southwest Bancorp, Inc. and Priscilla Barnes

 

Exhibit 10.4:  Amendment to Change of Control Agreement dated December 15, 2015 by and between Southwest Bancorp, Inc. and James D. Bygland

 

---

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

December 15, 2015

	SOUTHWEST BANCORP, INC. By:  /s/ Mark W. Funke Name:  Mark W. Funke Title:  President and CEO

 

---

 

Exhibit Index

 

Exhibit No.		Description
10.1     10.2     10.3     10.4		Amendment to Employment Agreement dated December 15, 2015 by and among Southwest Bancorp, Inc., Bank SNB, and Mark W. Funke   Amendment to Employment Agreement dated December 15, 2015 by and among Southwest Bancorp, Inc., Bank SNB, and Joe T. Shockley, Jr.   Amendment to Change of Control Agreement dated December 15, 2015 by and between Southwest Bancorp, Inc. and Priscilla Barnes   Amendment to Change of Control Agreement dated December 15, 2015 by and between Southwest Bancorp, Inc. and James D. Bygland

 

---

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of this 15th day of December, 2015 (the “Effective Date”) by and between Southwest Bancorp, Inc., a bank holding company organized under the laws of the State of Oklahoma (the “Company”), Bank SNB, an Oklahoma banking corporation (“Bank SNB”), and Mark W. Funke (“Executive”) with reference to the following:

WHEREAS, the Company and Executive entered into the Employment Agreement dated August 30, 2012 and effective October 1, 2012 (the “Agreement”) and amended the Agreement February 24, 2015;  and

WHEREAS, the Company and the Executive have agreed to amend the Agreement to revise the definition of Change of Control and the severance payable in the event of termination following a Change of Control; and

WHEREAS, pursuant to Section 19 of the Agreement, the Company, Bank SNB and Executive mutually desire to amend the Agreement as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Agreement is hereby amended as follows:  

I.  Amendment to Section 4.2

Section 4.2 of the Agreement is hereby replaced in its entirety with the following:

“4.2Severance; Change of Control Severance.

(a) Severance.  If, during the Term, the Executive experiences a Termination of Employment by the Employer without Cause pursuant to Section 4.1(b) or the Executive resigns the Executive’s employment with the Employer for Good Reason pursuant to Section 4.1(c), then, upon such Termination of Employment, for a period of twelve (12) months thereafter, the Employer will pay severance to the Executive, with the amount of each monthly payment equal to the Applicable Fraction of the Annual Base Salary in effect as of the effective date of the Termination of Employment.  Monthly severance payments, or portions thereof, shall be paid in accordance with the Employer’s regular payroll practices, commencing with the first payroll date that is more than sixty (60) days following the date of the Executive’s Termination of Employment.  In addition, any service condition contained in any equity awards outstanding in favor of the Executive shall be deemed to have been satisfied immediately prior to the effective date of the Termination of Employment and shares of Company common stock subject to any performance stock awards granted pursuant to Subsections (a) and (b) of Section 3.4 shall be earned if and to the extent applicable performance measures are attained and the applicable conditions in Subsection (c) of Section 3.4 remain

---

 

satisfied as of the fiscal year ending with or within the twelve-month period immediately following the effective date of the Termination of Employment.

(b) Change of Control Severance.  Notwithstanding Section 4.2(a) above, and in lieu of any payment pursuant to Section 4.2(a) above, if, during the Term, the Executive experiences a Termination of Employment by (i) the Employer without Cause pursuant to Section 4.1(b) within twenty-four  (24) months following a Change of Control, or (ii) a Constructive Termination within twenty-four  (24) months following a Change of Control pursuant to Section 4.1(c), then, upon such Termination of Employment, the Employer will instead pay severance to the Executive in an amount equal to the sum of (i) three  (3) times the Executive’s Annual Base Salary as in effect on the date of Termination of Employment and (ii) one (1) times the average of the cash portion of Executive’s Annual Bonus for the three (3) years immediately preceding the Change of Control, which amount shall be paid in substantially equal installments not less frequently than monthly over twelve (12) months.  Monthly severance payments shall be paid in accordance with the Employer’s regular payroll practices, commencing with the first payroll date that is more than sixty (60) days following the date of the Executive’s Termination of Employment.  In addition, any service condition contained in any equity awards outstanding in favor of the Executive shall be deemed to have been satisfied immediately prior to the effective date of the Termination of Employment and shares of Company common stock subject to any performance stock awards granted pursuant to Subsections (a) and (b) of Section 3.4 shall be earned if and to the extent applicable performance measures are attained and the applicable conditions in Subsection (c) of Section 3.4 remain satisfied as of the fiscal year ending with or within the twelve-month period immediately following the effective date of the Termination of Employment.”

II.  Amendment to Subsection (g) of Section 27

Subsection (g) of Section 27 of the Agreement is hereby replaced in its entirety with the following:

“‘Change of Control’ means for purposes of this Agreement the occurrence of any of the following events on or after the Effective Date: 

(a) the date any entity or person, including a group as defined in Section 13(d)(iii) of the Securities Exchange Act of 1934, (“Person”) shall become the beneficial owner of, or shall have obtained voting control over, thirty percent (30%) or more of either (i) the outstanding common shares of either the Company or Bank SNB, or (ii) the combined voting power of the then outstanding voting securities of the Company or Bank SNB entitled to vote in the election of   2

---

 

directors.  For purposes of this paragraph, any acquisition, ownership, or voting control over Bank SNB by the Company shall not be a “Change of Control”;

(b) the consummation of a plan of reorganization, merger or consolidation involving the Company or Bank SNB or the sale of all or substantially all of the assets or deposits of the Company or Bank SNB, except for a reorganization, merger, consolidation or sale where (A) the stockholders of the Company or Bank SNB immediately before such reorganization, merger, consolidation or sale own directly or indirectly at least 60% of the combined voting power of the outstanding voting securities of the Company,  Bank SNB or other entity resulting from such reorganization, merger or consolidation or purchasing the assets or deposits (the “Surviving Company”) in substantially the same proportion as their ownership of voting securities of the Company immediately before such reorganization, merger, consolidation or sale, (B) no Person beneficially owns, or has voting control over, thirty percent (30%) or more of either (i) the then outstanding shares of common stock of the Surviving Company, or (ii) the combined voting power of the then outstanding voting securities of the Surviving Company entitled to vote in the election of directors, and (C) the members of the Board immediately before the execution of the agreement providing for such reorganization, merger, consolidation or sale constitute at least half of the members of the board of directors of the Surviving Company, or of a company beneficially owning, directly or indirectly, a majority of the voting securities of the Surviving Company.  For purposes of this paragraph, any acquisition, ownership, or voting control over Bank SNB by the Company shall not be a “Change of Control”; or

(c) the date there shall have been change in a majority of the Board of either the Company or Bank SNB 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.

Except as provided in this Amendment, the Agreement shall remain in full force and effect.

EXECUTED as of the day and year first written above.

COMPANY: SOUTHWEST BANCORP, INC.

By:

Name:

Title:

 

3

---

 

BANK SNB:BANK SNB, an Oklahoma banking corporation

By:

Name:

Title:

EXECUTIVE:

Mark W. Funke

 

4

---

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of this 15th day of December, 2015 (the “Effective Date”) by and between Southwest Bancorp, Inc., a bank holding company organized under the laws of the State of Oklahoma (the “Company”), Bank SNB, an Oklahoma banking corporation (“Bank SNB”), and Joe T. Shockley, Jr. (“Executive”) with reference to the following:

WHEREAS, the Company and Executive entered into the Employment Agreement dated November 15, 2012 and effective December 1, 2012 (the “Agreement”); and

WHEREAS, the Company and the Executive have agreed to amend the Agreement to revise the definition of Change of Control and the severance payable in the event of termination following a Change of Control; and

WHEREAS, pursuant to Section 19 of the Agreement, the Company, Bank SNB and Executive mutually desire to amend the Agreement as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Agreement is hereby amended as follows:  

I.  Amendment to Section 4.2

Section 4.2 of the Agreement is hereby replaced in its entirety with the following:

“4.2Change in Control Severance.

If, during the Term, the Executive experiences a Termination of Employment by (i) the Employer without Cause pursuant to Section 4.1(b) within twenty-four  (24) months following a Change of Control, or (ii) a Constructive Termination within twenty-four  (24) months following a Change of Control pursuant to Section 4.1(c), then, upon such Termination of Employment, the Employer will pay severance to the Executive in an amount equal to the sum of (i) two  (2) times the Executive’s Annual Base Salary as in effect on the date of Termination of Employment and (ii) one (1) times the average of the “Company Incentive Portion” of the Executive’s Annual Bonus under the Southwest Bancorp Executive Leadership Team Incentive Plan for the three (3) years immediately preceding the Change of Control, which amount shall be paid in substantially equal installments not less frequently than monthly over twelve (12) months.  Monthly severance payments shall be paid in accordance with the Employer’s regular payroll practices, commencing with the first payroll date that is more than sixty (60) days following the date of the Executive’s Termination of Employment.  In addition, any service condition contained in any equity awards outstanding in favor of the Executive shall be deemed to have been satisfied immediately prior to the effective date of the Termination of Employment.”

 

---

 

II.  Amendment to Subsection (f) of Section 27

Subsection (f) of Section 27 of the Agreement is hereby replaced in its entirety with the following:

“‘Change of Control’ means for purposes of this Agreement the occurrence of any of the following events on or after the Effective Date: 

(a) the date any entity or person, including a group as defined in Section 13(d)(iii) of the Securities Exchange Act of 1934, (“Person”) shall become the beneficial owner of, or shall have obtained voting control over, thirty percent (30%) or more of either (i) the outstanding common shares of either the Company or Bank SNB, or (ii) the combined voting power of the then outstanding voting securities of the Company or Bank SNB entitled to vote in the election of directors.  For purposes of this paragraph, any acquisition, ownership, or voting control over Bank SNB by the Company shall not be a “Change of Control”;

(b) the consummation of a plan of reorganization, merger or consolidation involving the Company or Bank SNB or the sale of all or substantially all of the assets or deposits of the Company or Bank SNB, except for a reorganization, merger, consolidation or sale where (A) the stockholders of the Company or Bank SNB immediately before such reorganization, merger, consolidation or sale own directly or indirectly at least 60% of the combined voting power of the outstanding voting securities of the Company,  Bank SNB or other entity resulting from such reorganization, merger or consolidation or purchasing the assets or deposits (the “Surviving Company”) in substantially the same proportion as their ownership of voting securities of the Company immediately before such reorganization, merger, consolidation or sale, (B) no Person beneficially owns, or has voting control over, thirty percent (30%) or more of either (i) the then outstanding shares of common stock of the Surviving Company, or (ii) the combined voting power of the then outstanding voting securities of the Surviving Company entitled to vote in the election of directors, and (C) the members of the Board immediately before the execution of the agreement providing for such reorganization, merger, consolidation or sale constitute at least half of the members of the board of directors of the Surviving Company, or of a company beneficially owning, directly or indirectly, a majority of the voting securities of the Surviving Company.  For purposes of this paragraph, any acquisition, ownership, or voting control over Bank SNB by the Company shall not be a “Change of Control”; or

(c) the date there shall have been change in a majority of the Board of either the Company or Bank SNB 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.”

 

2

---

 

Except as provided in this Amendment, the Agreement shall remain in full force and effect.

EXECUTED as of the day and year first written above.

COMPANY: SOUTHWEST BANCORP, INC.

By:

Name:

Title:

BANK SNB:BANK SNB, an Oklahoma banking corporation

By:

Name:

Title:

EXECUTIVE:

Joe T. Shockley, Jr.

 

3

---

AMENDMENT TO CHANGE OF CONTROL AGREEMENT

THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT (the “Amendment”) is made and entered into as of this 15th day of December, 2015 (the “Effective Date”) by and between Southwest Bancorp, Inc., a bank holding company organized under the laws of the State of Oklahoma (“Southwest”), Bank SNB, an Oklahoma banking corporation (“Bank SNB”),  successor by conversion to Bank SNB, National Association, formerly known as Stillwater National Bank and Trust Company and Priscilla Barnes (“Executive”) with reference to the following:

WHEREAS, Southwest and Executive entered into the Change of Control Agreement dated August 3, 2012 (the “Agreement”); and

WHEREAS, Southwest and the Executive have agreed to amend the Agreement to revise the definition of Change of Control, the severance payable in the event of termination following a Change of Control and to add Bank SNB as a party to the Agreement; and

WHEREAS, pursuant to Section 15 of the Agreement, Southwest and Executive mutually desire to amend the Agreement as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Agreement is hereby amended as follows:  

I.  Amendment to Section 2

Section 2 of the Agreement is hereby replaced in its entirety with the following:

“‘Change of Control’  For purposes of this Agreement, a ‘Change of Control’ shall mean:

(a) the date any entity or person, including a group as defined in Section 13(d)(iii) of the Securities Exchange Act of 1934, (“Person”) shall become the beneficial owner of, or shall have obtained voting control over, thirty percent (30%) or more of either (i) the outstanding common shares of either Southwest or Bank SNB or (ii) the combined voting power of the then outstanding voting securities of Southwest or Bank SNB entitled to vote in the election of directors.  For purposes of this paragraph, any acquisition, ownership, or voting control over Bank SNB by Southwest shall not be a “Change of Control;”

(b) the consummation of a plan of reorganization, merger or consolidation involving Southwest or Bank SNB or the sale of all or substantially all of the assets or deposits of Southwest or Bank SNB, except for a reorganization, merger, consolidation or sale where (A) the stockholders of Southwest or Bank SNB immediately before such reorganization, merger, consolidation or sale own directly or indirectly at least 60% of the combined voting power of the outstanding voting securities of Southwest,  Bank SNB or other entity resulting from such reorganization, merger or consolidation or

---

 

purchasing the assets or deposits (the “Surviving Company”) in substantially the same proportion as their ownership of voting securities of Southwest immediately before such reorganization, merger, consolidation or sale, (B) no Person beneficially owns, or has voting control over, thirty percent (30%) or more of either (i) the then outstanding shares of common stock of the Surviving Company, or (ii) the combined voting power of the then outstanding voting securities of the Surviving Company entitled to vote in the election of directors, and (C) the members of the Board immediately before the execution of the agreement providing for such reorganization, merger, consolidation or sale constitute at least half of the members of the board of directors of the Surviving Company, or of a company beneficially owning, directly or indirectly, a majority of the voting securities of the Surviving Company.  For purposes of this paragraph, any acquisition, ownership, or voting control over Bank SNB by Southwest shall not be a “Change of Control;” or

(c) the date there shall have been change in a majority of the Board of either Southwest or Bank SNB 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.”

II. Amendment to Subsection 5(a)

Subsection 5(a) of the Agreement is hereby replaced in its entirety with the following:

“(a)Good Reason; Termination Other Than for Cause, Disability or Death.  If, within twenty-four (24) months after the Effective Date, the Company terminates the Executive’s employment other than for Cause, Disability or death, or if the Executive terminates his employment for Good Reason:

(i) the Company will pay to the Executive in a single lump sum payment within 30 days of the Date of Termination base salary and accrued vacation pay through the Date of Termination;

(ii) the Company will pay to Executive in a single lump sum payment within 30 days of the Date of Termination an amount equal to the sum of:  (A) two (2) times the Executive’s base salary in effect on the Effective Date and (B) one (1) times the average of the “Company Incentive Portion” of the annual bonus paid to Executive under the Southwest Bancorp Executive Leadership Team Incentive Plan during the three (3) years immediately prior to the Effective Date;

(iii) the Company will maintain in full force and effect, for the continued benefit of Executive (and Executive’s spouse and/or eligible dependents, as applicable) for a period of twelve (12) months following the Termination Date, participation by Executive (and Executive’s spouse and/or eligible dependents, as applicable) in the medical, hospitalization, and dental programs maintained by the Company for the benefit of its executive officers as in effect on the Termination Date, at such level and terms and conditions   2

---

 

(including, without limitation, contributions required by Executive for such benefits) as in effect on the Termination Date; provided, if Executive (or his spouse) is eligible for Medicare or a similar type of governmental medical benefit, such benefit shall be the primary provider before Company medical benefits are provided.  However, if Executive becomes reemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period.  If any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each remaining premium payment shall thereafter be paid to Executive as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof);

(iv) the Company will reimburse Executive pursuant to the Company’s policy for reasonable business expenses incurred, but not paid, prior to termination of employment, unless such termination resulted from a misappropriation of Company funds;

(v) any service condition contained in any equity awards outstanding in favor of Executive shall be deemed to have been satisfied immediately prior to the Termination Date; and

(vi) Executive will be entitled to any other rights, compensation and/or benefits as may be due to Executive following termination to which he is otherwise entitled in accordance with the terms and provisions of any plans or programs of the Company.”

III. Amendment to Definition of Company

The definition of “Company” as provided in the first paragraph of the Agreement shall be amended to include both Southwest Bancorp and Bank SNB.

Except as provided in this Amendment, the Agreement shall remain in full force and effect.

[Signature Page Follows]

 

3

---

 

EXECUTED as of the day and year first written above.

SOUTHWEST: SOUTHWEST BANCORP, INC.

By:

Name:

Title:

BANK SNB:BANK SNB

By:

Name:

Title:

EXECUTIVE:

Priscilla Barnes

 

4

---

AMENDMENT TO CHANGE OF CONTROL AGREEMENT

THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT (the “Amendment”) is made and entered into as of this 15th day of December, 2015 (the “Effective Date”) by and between Southwest Bancorp, Inc., a bank holding company organized under the laws of the State of Oklahoma (“Southwest”), Bank SNB, an Oklahoma banking corporation (“Bank SNB”),  successor by conversion to Bank SNB, National Association, formerly known as Stillwater National Bank and Trust Company and James D. Bygland (“Executive”) with reference to the following:

WHEREAS, Bank SNB and Executive entered into the Change of Control Agreement dated July 11, 2013 (the “Agreement”); and

WHEREAS, Bank SNB and the Executive have agreed to amend the Agreement to revise the definition of Change of Control, the severance payable in the event of termination following a Change of Control and to add Southwest as a party to the Agreement; and

WHEREAS, pursuant to Section 15 of the Agreement, Bank SNB and Executive mutually desire to amend the Agreement as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Agreement is hereby amended as follows:  

I.  Amendment to Section 2

Section 2 of the Agreement is hereby replaced in its entirety with the following:

“‘Change of Control’  For purposes of this Agreement, a ‘Change of Control’ shall mean:

(a) the date any entity or person, including a group as defined in Section 13(d)(iii) of the Securities Exchange Act of 1934, (“Person”) shall become the beneficial owner of, or shall have obtained voting control over, thirty percent (30%) or more of either (i) the outstanding common shares of either Southwest or Bank SNB or (ii) the combined voting power of the then outstanding voting securities of Southwest or Bank SNB entitled to vote in the election of directors.  For purposes of this paragraph, any acquisition, ownership, or voting control over Bank SNB by Southwest shall not be a “Change of Control;”

(b) the consummation of a plan of reorganization, merger or consolidation involving Southwest or Bank SNB or the sale of all or substantially all of the assets or deposits of Southwest or Bank SNB, except for a reorganization, merger, consolidation or sale where (A) the stockholders of Southwest or Bank SNB immediately before such reorganization, merger, consolidation or sale own directly or indirectly at least 60% of the combined voting power of the outstanding voting securities of Southwest,  Bank SNB or other entity resulting from such reorganization, merger or consolidation or

---

 

purchasing the assets or deposits (the “Surviving Company”) in substantially the same proportion as their ownership of voting securities of Southwest immediately before such reorganization, merger, consolidation or sale, (B) no Person beneficially owns, or has voting control over, thirty percent (30%) or more of either (i) the then outstanding shares of common stock of the Surviving Company, or (ii) the combined voting power of the then outstanding voting securities of the Surviving Company entitled to vote in the election of directors, and (C) the members of the Board immediately before the execution of the agreement providing for such reorganization, merger, consolidation or sale constitute at least half of the members of the board of directors of the Surviving Company, or of a company beneficially owning, directly or indirectly, a majority of the voting securities of the Surviving Company.  For purposes of this paragraph, any acquisition, ownership, or voting control over Bank SNB by Southwest shall not be a “Change of Control;” or

(c) the date there shall have been change in a majority of the Board of either Southwest or Bank SNB 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.”

II. Amendment to Subsection 5(a)

Subsection 5(a) of the Agreement is hereby replaced in its entirety with the following:

“(a)Good Reason; Termination Other Than for Cause, Disability or Death.  If, within twenty-four (24) months after the Effective Date, the Company terminates the Executive’s employment other than for Cause, Disability or death, or if the Executive terminates his employment for Good Reason:

(i) the Company will pay to the Executive in a single lump sum payment within 30 days of the Date of Termination base salary and accrued vacation pay through the Date of Termination;

(ii) the Company will pay to Executive in a single lump sum payment within 30 days of the Date of Termination an amount equal to the sum of:  (A) two (2) times the Executive’s base salary in effect on the Effective Date and (B) one (1) times the average of the “Company Incentive Portion” of the annual bonus paid to Executive under the Southwest Bancorp Executive Leadership Team Incentive Plan during the three (3) years immediately prior to the Effective Date;

(iii) the Company will maintain in full force and effect, for the continued benefit of Executive (and Executive’s spouse and/or eligible dependents, as applicable) for a period of twelve (12) months following the Termination Date, participation by Executive (and Executive’s spouse and/or eligible dependents, as applicable) in the medical, hospitalization, and dental programs maintained by the Company for the benefit of its executive officers as in effect on the Termination Date, at such level and terms and conditions   2

---

 

(including, without limitation, contributions required by Executive for such benefits) as in effect on the Termination Date; provided, if Executive (or his spouse) is eligible for Medicare or a similar type of governmental medical benefit, such benefit shall be the primary provider before Company medical benefits are provided.  However, if Executive becomes reemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period.  If any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each remaining premium payment shall thereafter be paid to Executive as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof);

(iv) the Company will reimburse Executive pursuant to the Company’s policy for reasonable business expenses incurred, but not paid, prior to termination of employment, unless such termination resulted from a misappropriation of Company funds;

(v) any service condition contained in any equity awards outstanding in favor of Executive shall be deemed to have been satisfied immediately prior to the Termination Date; and

(vi) Executive will be entitled to any other rights, compensation and/or benefits as may be due to Executive following termination to which he is otherwise entitled in accordance with the terms and provisions of any plans or programs of the Company.”

III. Amendment to Definition of Company

The definition of “Company” as provided in the first paragraph of the Agreement shall be amended to include both Southwest Bancorp and Bank SNB.

Except as provided in this Amendment, the Agreement shall remain in full force and effect.

[Signature Page Follows]

 

3

---

 

EXECUTED as of the day and year first written above.

SOUTHWEST: SOUTHWEST BANCORP, INC.

By:

Name:

Title:

BANK SNB:BANK SNB

By:

Name:

Title:

EXECUTIVE:

James D. Bygland

 

4

---