EXHIBIT 10.5
STILLWATER NATIONAL BANK AND TRUST COMPANY 2002 AND
2003 DEFERRED COMPENSATION PLANS
THE STILLWATER NATIONAL BANK AND TRUST COMPANY
DEFERRED COMPENSATION PLAN
(2002 PLAN AGREEMENT)
Deferred Compensation Agreement
AGREEMENT, made this 31st day of December, 2001, by and between Rick
Green. (the "Participant"), and Stillwater National Bank and Trust Company (the
"Bank").
WHEREAS, the Bank has established the Stillwater National Bank and
Trust Company Deferred Compensation Plan (the "Plan"), and the Participant is
eligible to participate in said Plan:
NOW THEREFORE, it is mutually agreed as follows:
1. The Participant, by the execution hereof, agrees to participate in
the Plan upon the terms and conditions set forth therein, and, in accordance
therewith, makes the following elections:
a. The amount of compensation which the Participant
hereby elects to defer is (i) _____ percent (____%) of the amount otherwise
earned from the date of this Agreement forward, (ii) all amounts of compensation
in excess of $ per (month/quarter/year[cross inapplicable periods]), (iii) _____
percent (____%) of any salary reduction contributions that the Participant would
have made to the Bank's tax-qualified defined contribution or profit-sharing
plan except for applicable tax law limitations on plan contributions, and/or
(iv) ____ percent (____%) of any bonus paid following the date hereof during the
remainder of the calendar year. This election will continue in force until
revoked by the Participant in a writing sent to the Bank, or until the
Participant ceases service with the Bank, or until the Plan is terminated by
appropriate corporate action, whichever shall first occur.
b. Until distributed to the Participant, the amounts
deferred pursuant to paragraph 2.a. hereof shall appreciate or depreciate for
each calendar quarter in a calendar year as though they were invested as
follows:
____% in an uninsured, nondeposit fund account having an
annual return for each calendar quarter equal to one
percentage point (1.00%) less than the annualized
average interest rate earned (non-taxable equivalent)
by the Bank on average interest-earning assets for
the previous calendar quarter, as calculated in good
faith by the Bank.
____% in a fund invested in common stock of Southwest
Bancorp, Inc. (the "Stock Fund").
c. The amounts deferred and any related accumulated income on
such deferrals shall be distributed beginning during the first 15 days of
January of:
[Choose One]
( ) the calendar year immediately following the year in
which the Participant ceases service with the Bank.
( ) the year in which the Participant attains 72 years of
age.
( ) the later of the calendar year immediately following the
year in which the Participant ceases service with the Bank, and ______________,
______(a specific date not later than the year in which the Participant will
attain 72 years of age).
<page>
d. The Participant, pursuant to the Plan, hereby elects to
have the amount deferred and any related accumulated earnings distributed as
follows:
[Choose One]
( ) monthly over a ten-year period
( ) monthly over a five-year period (must be less than
ten (10) years)
( ) in a lump sum
e. All distributions made pursuant to the Plan and this
Agreement will be made in cash.
2. The Participant hereby designates: _______________________ to be his
or her beneficiary and to receive the balance of any unpaid deferred
compensation and related earnings.
3. Except for the beneficiary designation made in paragraph 2 hereof
(which may be revised at any time and from time to time), the elections made
herein shall be irrevocable with respect to (i) the time and method of payment
of the amounts deferred during the term of the Agreement, and (ii) the deemed
future investment on such amounts. Any changes to the elections made herein by
said Participant will be limited to the range of choices offered herein, and
shall be prospective only.
4. The Bank agrees to make payment of the amount due the Participant in
accordance with the terms of the Plan and the elections made by the Participant
herein.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
the day and year first above-written.
PARTICIPANT
------------------------------
Participant
STILLWATER NATIONAL BANK
AND TRUST COMPANY
By ____________________________
Its ___________________________
2
<page>
THE STILLWATER NATIONAL BANK AND TRUST COMPANY
DEFERRED COMPENSATION PLAN
(2003 PLAN AGREEMENT)
Deferred Compensation Agreement
AGREEMENT, made this 30th day of December, 2002, by and between Rick
Green (the "Participant"), and Stillwater National Bank and Trust Company (the
"Bank").
WHEREAS, the Bank has established the Stillwater National Bank and
Trust Company Deferred Compensation Plan (the "Plan"), and the Participant is
eligible to participate in said Plan:
NOW THEREFORE, it is mutually agreed as follows:
1. The Participant, by the execution hereof, agrees to participate in
the Plan upon the terms and conditions set forth therein, and, in accordance
therewith, makes the following elections:
a. The amount of compensation which the Participant
hereby elects to defer is (i) _____ percent (____%) of the amount otherwise
earned from the date of this Agreement forward, (ii) all amounts of compensation
in excess of $ per (month/quarter/year[cross inapplicable periods]), (iii) _____
percent (____%) of any salary reduction contributions that the Participant would
have made to the Bank's tax-qualified defined contribution or profit-sharing
plan except for applicable tax law limitations on plan contributions, and/or
(iv) ____ percent (____%) of any bonus paid following the date hereof during the
remainder of the calendar year. This election will continue in force until
revoked by the Participant in a writing sent to the Bank, or until the
Participant ceases service with the Bank, or until the Plan is terminated by
appropriate corporate action, whichever shall first occur.
b. Until distributed to the Participant, the amounts
deferred pursuant to paragraph 2.a. hereof shall appreciate or depreciate for
each calendar quarter in a calendar year as though they were invested as
follows:
____% in an uninsured, nondeposit fund account having an
annual return for each calendar quarter equal to one
percentage point (1.00%) less than the annualized
average interest rate earned (non-taxable equivalent)
by the Bank on average interest-earning assets for
the previous calendar quarter, as calculated in good
faith by the Bank.
____% in a fund invested in common stock of Southwest
Bancorp, Inc. (the "Stock Fund").
c. The amounts deferred and any related accumulated income on
such deferrals shall be distributed beginning during the first 15 days of
January of:
[Choose One]
( ) the calendar year immediately following the year in
which the Participant ceases service with the Bank.
( ) the year in which the Participant attains 72 years of
age.
( ) the later of the calendar year immediately following the
year in which the Participant ceases service with the Bank, and ______________,
______(a specific date not later than the year in which the Participant will
attain 72 years of age).
d. The Participant, pursuant to the Plan, hereby elects to
have the amount deferred and any related accumulated earnings distributed as
follows:
E-1
<page>
[Choose One]
( ) monthly over a ten-year period
( ) monthly over a five-year period (must be less than
ten (10) years)
( ) in a lump sum
e. All distributions made pursuant to the Plan and this
Agreement will be made in cash.
2. The Participant hereby designates: _______________________ to be his
or her beneficiary and to receive the balance of any unpaid deferred
compensation and related earnings.
3. Except for the beneficiary designation made in paragraph 2 hereof
(which may be revised at any time and from time to time), the elections made
herein shall be irrevocable with respect to (i) the time and method of payment
of the amounts deferred during the term of the Agreement, and (ii) the deemed
future investment on such amounts. Any changes to the elections made herein by
said Participant will be limited to the range of choices offered herein, and
shall be prospective only.
4. The Bank agrees to make payment of the amount due the Participant in
accordance with the terms of the Plan and the elections made by the Participant
herein.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
the day and year first above-written.
PARTICIPANT
------------------------------
Participant
STILLWATER NATIONAL BANK
AND TRUST COMPANY
By ____________________________
Its ___________________________
E-2