Exhibit 10.2
CBES BANCORP, INC.
RECOGNITION AND RETENTION PLAN
1. PLAN PURPOSE.
The purpose of the Plan is to promote the long-term interests of the
Corporation and its stockholders by providing a means for attracting and
retaining directors and officers of the Corporation and its Affiliates.
2. DEFINITIONS.
The following definitions are applicable to the Plan:
"AWARD" - means the grant by the Committee of Restricted Stock, as provided
in the Plan.
"AFFILIATE" - means any "parent corporation" or "subsidiary corporation" of
the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"BANK" - means Community Bank of Excelsior Springs, a Savings Bank, a
capital stock savings institution and its predecessors and successors.
"CODE" - means the Internal Revenue Code of 1986, as amended.
"COMMITTEE" - means the Committee referred to in Section 6 hereof.
"CONTINUOUS SERVICE" - means the absence of any interruption or termination
of service as a director, advisory director, director emeritus, officer or
employee of the Corporation or any Affiliate. Service shall not be considered
interrupted in the case of sick leave, military leave or any other leave of
absence approved by the Corporation or any Affiliate or in the case of transfers
between payroll locations of the Corporation or between the Corporation, its
subsidiaries or its successor. With respect to any advisory director or director
emeritus, continuous service shall mean availability to perform such functions
as may be required of such persons.
"CORPORATION" - means CBES Bancorp, Inc., a Delaware corporation.
"DISABILITY" - means the permanent and total inability by reason of mental
or physical infirmity, or both, of an employee to perform the work customarily
assigned to him. Additionally, a medical doctor selected or approved by the
Board must advise the committee that it is either not possible to determine
where such Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said Participant's
lifetime.
"DISINTERESTED PERSON" - means any member of the Board of Directors of the
Corporation who is not being and within the prior year has not been, granted any
awards related to the shares under this Plan or any other plan of the
Corporation or any of its Affiliates except for awards which (I) are calculated
in accordance with a formula as contemplated in paragraph (c)(2)(ii) of Rule 16-
3 ("Rule 16b-3") under the Securities Exchange Act of 1934, as amended; (ii)
result from participation in an ongoing securities acquisition plan meeting the
conditions of paragraph (d)(2) of Rule 16b-3; or (iii) arise from an election by
a director to receive all or part of his board fees in securities.
"ERISA" - means the Employee Retirement Income Security Act of 1974, as
amended.
"PARTICIPANT" - means any director, officer or employee of the Corporation
or any Affiliate who is selected by the Committee to receive an Award and any
director, advisory director or director emeritus of the Corporation who is
granted an Award pursuant to Section 12 hereof.
"PLAN" - means the Recognition and Retention Plan of the Corporation.
"RESTRICTED PERIOD" - means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under Section 3
hereof with respect to Restricted Stock awarded under the Plan.
"RESTRICTED STOCK" - means Shares which have been contingently awarded to a
Participant by the Committee subject to the restrictions referred to in Section
3 hereof, so long as such restrictions are in effect.
"SHARES" - means the common stock, par value $0.01 per share, of the
Corporation.
3. TERMS AND CONDITIONS OF RESTRICTED STOCK.
The Committee shall have full and complete authority, subject to the
limitations of the Plan and to Office of Thrift Supervision regulations, to
grant awards of Restricted Stock and, in addition to the terms and conditions
contained in paragraphs (a) through (f) of this Section 3, to provide such other
terms and conditions (which need not be identical among Participants) in respect
of such Awards, and the vesting thereof, as the Committee shall determine.
(a) At the time of an award of Restricted Stock, the Committee shall
establish for each Participant a Restricted Period during which or at
the expiration of which, as the Committee shall determine and provide
in the agreement referred to in paragraph (d) of this Section 3, the
Shares awarded as Restricted Stock shall vest, and subject to any such
other terms and conditions as the Committee shall provide, shares of
Restricted Stock may not be sold, assigned, transferred, pledged,
voted or otherwise encumbered by the Participant, except as
hereinafter provided, during the Restricted Period. Except for such
restrictions, and subject to paragraphs (c) and (e) of this Section 3
and Section 4 hereof, the Participant as owner of such shares shall
have all the rights of a stockholder. No director, advisory director
or director emeritus who is not an employee of the Corporation or the
Bank shall be granted Awards with respect to more than 5% of the total
shares subject to the Plan. All non-employee directors of the
Corporation, in the aggregate, may not be granted Awards with respect
to more than 30% of the total shares subject to the Plan and no
individual shall be granted Awards with respect to more than 25% of
the total shares subject to the Plan. No Awards shall begin vesting
earlier than one year from the date the Plan is ratified by
stockholders of the Corporation and no Awards shall vest at a rate in
excess of 20% per year beginning from the date of grant. In the event
Office of Thrift Supervision Regulations are amended (the "Amended
Regulations") to permit shorter vesting periods, any Awards made
pursuant to this Plan, which Award is subject to the requirements of
such Amended Regulations, may vest, at the sole discretion of the
Committee, in accordance with such Amended Regulations. Subject to
compliance with Office of Thrift Supervision Regulations, the
Committee shall have the authority, in its discretion, to accelerate
the time at which any or all of the restrictions shall lapse with
respect thereto, or to remove any or all of such restrictions,
whenever it may determine that such action is appropriate by reason of
changes in applicable tax or other laws or other changes in
circumstances occurring after the commencement of such Restricted
Period.
(b) If a Participant ceases to maintain Continuous Service for any reason
(other than death or Disability), all Shares of Restricted Stock
awarded to such Participant and which at the time of such termination
of Continuous Service are subject to the restrictions imposed by
paragraph (a) of this Section 3 shall upon such termination of
Continuous Service be forfeited and returned to the Corporation. If a
Participant ceases to maintain Continuous Service by reason of death
or Disability, Restricted Stock then still subject to restrictions
imposed by paragraph (a) of this Section 3 will be free of those
restrictions.
(c) Each certificate in respect of Shares of Restricted Stock awarded
under the Plan shall be registered in the name of the Participant and
deposited by the Participant, together with a stock power endorsed in
blank, with the Corporation and shall bear the following (or a
similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the Recognition and Retention Plan of CBES
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Bancorp, Inc. Copies of such Plan are on file in the office of the
Secretary of CBES Bancorp, Inc., 1001 N. Jesse James Road, Excelsior
Springs, Missouri 64024-1201."
(d) At the time of any Award, the Participant shall enter into an
agreement with the Corporation in a form specified by the Committee,
agreeing to the terms and conditions of the Award and such other
matters as the Committee, in its sole discretion, shall determine (the
"Restricted Stock Agreement").
(e) After an Award has been granted but before such Award has been earned,
the Participant shall receive any cash dividends paid with respect to
such shares. Unless the Participant has made an election under Section
83(b) of the Code, cash dividends so paid on shares that have not yet
been earned by the Participant shall be treated as compensation income
to the Participant when paid. Any stock dividends paid with respect to
such shares shall be considered Restricted Stock, subject to the
restrictions of this Section 3.
(f) At the expiration of the restrictions imposed by paragraph (a) of this
Section 3, the Corporation shall redeliver to the Participant (or
where the relevant provision of paragraph (b) of this Section 3
applies in the case of a deceased Participant, to his legal
representative, beneficiary or heir) the certificate(s) and stock
power deposited with it pursuant to paragraph (c) of this Section 3
and the Shares represented by such certificate(s) shall be free of the
restrictions referred to in paragraph (a) of this Section 3.
(g) After an Award has been granted to a Participant, the Participant
shall have the right to vote the Restricted Stock subject to the
Award.
4. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
In the event of any change in the outstanding Shares subsequent to the
effective date of the Plan by reason of any reorganization, recapitalization,
stock split, stock dividend, combination or exchange of shares, merger,
consolidation or any change in the corporate structure or Shares of the
Corporation, the maximum aggregate number and class of shares as to which Awards
may be granted under the Plan and the number and class of shares with respect to
which Awards theretofore have been granted under the Plan shall be appropriately
adjusted by the Committee, whose determination shall be conclusive. Any shares
of stock or other securities received, as a result of any of the foregoing, by a
Participant with respect to Restricted Stock shall be subject to the same
restrictions and the certificate(s) or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 3 hereof.
5. ASSIGNMENTS AND TRANSFERS.
No Award nor any right or interest of a Participant under the Plan in any
instrument evidencing any Award under the Plan may be assigned, encumbered or
transferred except, in the event of the death of a Participant, by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined in the Code or Title I of ERISA or the rules thereunder.
6. ADMINISTRATION.
The Plan shall be administered by a Committee consisting of two or more
members, each of whom shall be a Disinterested Person. The members of the
Committee shall be appointed by the Board of Directors of the Corporation.
Except as limited by the express provisions of the Plan, the Committee shall
have sole and complete authority and discretion, subject to Office of Thrift
Supervision Regulations, to (I) select Participants and grant Awards; (ii)
determine the number of shares to be subject to types of Awards generally, as
well as to individual Awards granted under the Plan; (iii) determine the terms
and conditions upon which Awards shall be granted under the Plan; (iv) prescribe
the form and terms of instruments evidencing such grants; and (v) establish from
time to time regulations for the administration of the Plan, interpret the Plan,
and make all determinations deemed necessary or advisable for the administration
of the Plan.
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A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.
7. SHARES SUBJECT TO PLAN.
Subject to adjustment by the operation of Section 4 hereof, the maximum
number of Shares with respect to which Awards may be made under the Plan is 4.0%
of the total Shares sold in the Bank's conversion to stock form, subject to the
Bank's capital level meeting OTS regulatory requirements at the time of
submission to stockholders. The shares with respect to which Awards may be made
under the Plan may be either authorized and unissued shares or issued shares
reacquired and held as treasury shares. An Award shall not be considered to have
been made under the Plan with respect to Restricted Stock which is forfeited and
new Awards may be granted under the Plan with respect to the number of Shares as
to which such forfeiture has occurred.
8. EMPLOYEE RIGHTS UNDER THE PLAN.
No director, officer or employee shall have a right to be selected as a
Participant nor, having been so selected, to be selected again as a Participant
and no director, officer, employee or other person shall have any claim or right
to be granted an Award under the Plan or under any other incentive or similar
plan of the Corporation or any Affiliate. Neither the Plan nor any action taken
thereunder shall be construed as giving any employee any right to be retained in
the employ of the Corporation, the Bank or any Affiliate.
9. WITHHOLDING TAX.
Upon the termination of the Restricted Period with respect to any shares of
Restricted Stock (or at any such earlier time, if any, that an election is made
by the Participant under Section 83(b) of the Code, or any successor provision
thereto, to include the value of such shares in taxable income), the Corporation
may withhold from any payment or distribution made under this Plan sufficient
Shares or may withhold or cause to be paid by Participant sufficient cash to
cover any applicable withholding and employment taxes. The Corporation shall
have the right to deduct from all dividends paid with respect to shares of
Restricted Stock the amount of any taxes which the Corporation is required to
withhold with respect to such dividend payments. No discretion or choice shall
be conferred upon any Participant with respect to the form, timing or method of
any such tax withholding.
10. AMENDMENT OR TERMINATION.
The Board of Directors of the Corporation may amend, suspend or terminate
the Plan or any portion thereof at any time, subject to Office of Thrift
Supervision Regulations, provided, however, that no such amendment, suspension
or termination shall impair the rights of any Participant, without his consent,
in any Award theretofore made pursuant to the Plan.
Notwithstanding anything in this Plan to the contrary, to the extent that
the Plan provides for formula awards, as defined in Rule 16b-3(c)(2)(ii) under
the Securities Exchange Act of 1934, as amended, such provisions may not be
amended more than once every six months, other than to comport with changes in
the Code, ERISA or the rules thereunder.
11. TERM OF PLAN.
The Plan shall become effective upon its ratification by stockholders of
the Corporation, following the completion of the Bank's conversion to stock
form. It shall continue in effect for a term of ten years unless sooner
terminated under Section 10 hereof.
12. INITIAL GRANTS.
By, and simultaneously with, the ratification of this Plan by the
stockholders of the Corporation, each member of the Board of Directors of the
Corporation and each advisory director and director emeritus of the
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Corporation at the time of stockholder ratification, who is not a full-time
Employee, is hereby granted an Award of _____ shares of Restricted Stock. Each
such Award shall be evidenced by a Restricted Stock Agreement in a form approved
by the Committee administering this plan and shall be subject in all respects to
the terms and conditions of this Plan, which are controlling. In addition, each
non-employee director of the Corporation first elected subsequent to the time of
stockholder ratification of this Plan, shall be issued an Award equal to the
fair market value of _____ shares of Restricted Stock determined at the time of
stockholder ratification of the Plan, subject to availability. All Awards of
Restricted Stock granted pursuant to this Section 12 shall be rounded down to
the nearest whole share to the extent necessary to ensure that no shares of
Restricted Stock representing fractional shares are issued. Each of the Awards
granted in this Section 12 shall vest in five equal annual installments, with
the first installment vesting on the one year anniversary of the date of grant.
Awards granted pursuant to this Section 12 are subject to the conditions of the
Plan, including the requirement that the director maintain Continuous Service
with the Corporation, provided that no Awards shall be earned in any fiscal year
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in which the Bank fails to meet all of its fully phased-in capital requirements.
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