Exhibit 10.1
CASS INFORMATION SYSTEMS, INC.
2007 OMNIBUS INCENTIVE STOCK PLAN
ARTICLE I
PURPOSE
The purpose of the Cass Information Systems, Inc. 2007 Omnibus Incentive
Stock Plan (the "Plan") is to provide incentive opportunities for Non-Employee
Directors and key Employees, and to align their personal financial interest with
the Company's stockholders. The Plan includes provisions for stock options,
stock appreciation rights, restricted stock, restricted stock units and
performance related awards.
ARTICLE II
DEFINITIONS
2.1 "BOARD" OR "BOARD OF DIRECTORS" means the Board of Directors of the
Company.
2.2 "CHANGE OF CONTROL" means one or more of the following occurrences:
(a) Any individual, corporation (other than the Company),
partnership, trust, association, pool, syndicate, or any other entity or any
group of persons acting in concert, becomes a beneficial owner (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of securities
of the Company possessing more than one-third (1/3) of the voting power for the
election of the Board of Directors;
(b) The consummation of any consolidation, merger, or other business
combination involving the Company in which holders of voting securities of the
Company, immediately prior to such consummation, own, as a group, immediately
after such consummation, voting securities of the Company (or, if the Company
does not survive such transaction, voting securities of the entity surviving
such transaction) having less than two-thirds (2/3) of the total voting power in
an election of the directors of the Company or such other surviving entity;
(c) During any period of two (2) consecutive years, individuals, who
at the beginning of such period, constitute members of the Board of Directors
cease for any reason to constitute at least a majority thereof, unless the
election, or the nomination for election by the Company's stockholders, of each
new director of the Company is approved by a vote of at least two-thirds (2/3)
of the members of the Board of Directors then still in office who are directors
of the Company at the beginning of any such period; or
(d) The consummation of any sale, lease, exchange, or other transfer
(in one transaction or in a series of related transactions) of all, or
substantially all, of the assets of the Company (on a consolidated basis) to a
party which is not controlled by or under common control with the Company.
In the event that any provision of this definition of Change in Control provides
for a smaller degree of change of ownership than that required in the
corresponding meaning of change in the ownership or effective control of the
Company, or a change in the ownership of a substantial portion of the assets of
the Company under Proposed Treasury Regulation 1.409A-3(g)(5) or any successor
regulation and the benefit which becomes vested or payable on account of a
Change in Control is subject to Code Section 409A, the determination as to
whether there has been a Change in Control shall be determined by the provisions
of such Proposed Treasury Regulation 1.409A-3(g)(5) or any successor regulation.
2.3 "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.
2.4 "COMPANY" means Cass Information Systems, Inc., a Missouri
corporation, and any successor corporation by merger or otherwise. When the
context so admits or requires, "Company" includes Subsidiaries.
2.5 "COMMITTEE" means a committee of two (2) or more members of the Board
appointed by the Board of Directors to administer the Plan pursuant to Article
III herein. A person may serve on the Committee only if he or she is a
"non-employee director" for purposes of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, and satisfies the requirements of an "outside director"
for purposes of Code Section 162(m).
2.6 "EMPLOYEE" means any person employed by the Company or a Subsidiary on
a full-time salaried basis. The term "Employee" shall not include a person hired
as an independent contractor, leased employee, consultant or a person otherwise
designated by the Committee at the time of hire as not eligible to participate
in the Plan.
2.7 "FAIR MARKET VALUE" means, as of any given date, the value of Stock
determined as follows:
(i) the last reported sale price of the Stock as quoted on The
NASDAQ Stock Market on such date (or, if such date is not a trading day, the
immediately preceding trading day) or, if no such reported sale takes place on
any such date, the average of the closing bid and asked prices on such date (or,
if such date is not a trading day, the immediately preceding trading day);
(ii) if the Stock is then listed on another national securities
exchange, the last reported sale price or, if no such reported sale takes place
on any such day, the average of the closing bid and asked prices on the
principal national securities exchange on which the Stock is listed or admitted
to trading; or
(iii) if none of the foregoing is applicable, then the Fair Market
Value of a share of Stock shall be determined in good faith by the Committee in
its discretion.
2.8 "INCENTIVE STOCK OPTION" or "ISO" means an Option grant which meets or
complies with the terms and conditions set forth in the Code Section 422 and
applicable regulations.
2.9 "INDICATORS OF PERFORMANCE" means the criteria used by the Committee
to evaluate the Company's performance with respect to awards under the Plan
including: the Company's Pretax Income; Net Income; Earnings Per Share; Revenue;
Fee Revenue; Expenses; Return on Assets; Return on Equity; Return on Investment;
Net Profit Margin; Operating Profit Margin; Discretionary Cash Flow (net cash
provided by operating activities, less estimated total changes in operating
assets and liabilities); Total Stockholder Return; Share Price; Lease Operating
Expenses; Earnings before Income Tax, Depreciation and Amortization (EBITDA);
Capitalization; Liquidity; Reserve Adds or Replacement; Funding and Development
Costs; Production Volumes; Results of Customer Satisfaction Surveys and other
measures of Quality, Safety, Productivity, Cost Management or Process
Improvement or other measures the Committee approves. The Committee has the
discretion to select the particular Indicators of Performance to be utilized in
determining awards, and such Indicators of Performance may vary between
Performance Periods and different awards. In addition, such Indicators of
Performance may be determined solely by reference to the performance of the
Company, a Subsidiary, or a division or unit of any of the foregoing, or based
upon comparisons of any of the performance measures relative to other companies.
In establishing an Indicator of Performance, the Committee may exclude the
impact of any event or occurrence which the Committee determines should
appropriately be excluded such as, for example, a restructuring or other
nonrecurring charge, an event either not directly related to the operations of
the Company or not within the reasonable control of the Company's management, or
a change in accounting standards required by U.S. generally accepted accounting
principles.
2.10 "NON-EMPLOYEE DIRECTOR" means any person duly elected a director of
the Company who is not an Employee of the Company.
2.11 "OPTION" or "STOCK OPTION" means a right granted under the Plan to an
Participant to purchase a stated number of shares of Stock at a stated exercise
price.
2.12 "PARTICIPANT" means an Employee or Non-Employee Director who has
received or been granted a benefit under the Plan.
2.13 "PERFORMANCE AWARD" means an award established by the Committee
pursuant to Article X.
2.14 "PERFORMANCE AWARD PARTICIPANT" means any eligible Employee so
designated by the Committee.
2.15 "PERFORMANCE PERIOD" means a period established by the Committee of
not less than one year, at the conclusion of which performance-based
compensation, subject to the terms of the Performance Award, becomes vested and
non-forfeitable or settlement is made with a Performance Award Participant with
respect to the Performance Award.
2.16 "RESTRICTED STOCK" means Stock granted pursuant to Article VIII of
the Plan.
2.17 "RESTRICTED STOCK UNIT" or "RSU" means Restricted Stock Unit granted
pursuant to Article IX of the Plan. RSU's are similar to Restricted Stock except
that no shares of stock are actually issued to a Participant. Instead, a
Participant is granted units and each unit has a Fair Market Value equal to the
Fair Market Value of a share of Stock as of any given date.
2.18 "RESTRICTION PERIOD" is the period of time during which shares of
Restricted Stock or RSUs are subject to forfeiture if the restrictions
applicable to such shares or RSUs are violated, as determined by the Committee.
2.19 "SPREAD" means, with respect to a SAR, the difference of the Fair
Market Value of a share of Stock on the exercise date and the Fair Market Value
of a share of Stock on the grant date.
2.20 "STOCK" means the common stock of the Company.
2.21 "STOCK APPRECIATION RIGHT" or "SAR" means a right to receive a
payment equal to the excess of the Fair Market Value of Stock as of the exercise
date over the exercise price specified in the SAR.
2.22 "SUBSIDIARY" means any corporation or similar legal entity (other
than the Company) in which the Company or a Subsidiary of the Company owns fifty
percent (50%) or more of the total combined voting power of all classes of
stock, provided that, with regard to Incentive Stock Options, "Subsidiary" shall
have the meaning provided under Section 424(f) of the Code.
2.23 "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to
own pursuant to Section 424(d) of the Code) Stock possessing more than ten
percent (10%) of the total combined voting power of all classes of Stock of the
Company or any of its affiliates.
2.24 "TERMINATED FOR CAUSE" and "TERMINATION FOR CAUSE" means termination
by the Company of the Participant's employment or service by reason of: (a) an
order of any federal or state regulatory authority having jurisdiction over the
Company or any Subsidiary; (b) the willful failure of the Participant
substantially to perform his or her duties set forth by his or her employment
agreement (other than any such failure due to the Participant's physical or
mental illness); (c) a willful breach by the Participant of any material
provision of any written agreement with the Company or any Subsidiary; (d) the
Participant's commission of a crime that constitutes a felony or other crime of
moral turpitude or criminal fraud; (e) chemical or alcohol dependency which
materially and adversely affects the Participant's performance of his or her
duties to the Company or any Subsidiary; (f) any act of disloyalty or breach of
responsibilities to the Company or any Subsidiary, which is intended by the
Participant to cause material harm to the Company; (g) misappropriation (or
attempted misappropriation) of any of the Company's or any Subsidiary's funds or
property by the Participant; or (h) the Participant's material and intentional
violation of any Company or Subsidiary policy applicable to the Participant.
2.25 "TOTAL DISABILITY" and "TOTALLY DISABLED" means the permanent and
total disability of a person within the meaning of Section 22(e)(3) of the Code,
as determined by the Committee in good faith, upon receipt of and reliance on
sufficient competent medical advice.
ARTICLE III
ADMINISTRATION
3.1 THE COMMITTEE. The Plan shall be administered by the Committee.
Subject to such approvals and other authority as the Board may reserve to itself
from time to time, the Committee shall, consistent with the provisions of the
Plan, from time to time establish such rules and regulations and appoint such
agents as it deems appropriate for the proper administration of the Plan, and
make such determinations under, and such interpretations of, and take such steps
in connection with the Plan, Options, SARs, Restricted Stock, RSUs or
Performance Awards as it deems necessary or advisable.
3.2 AUTHORITY OF THE COMMITTEE. Subject to the provisions herein, the
Committee shall have the full power to determine the size and types of grants of
Options, SARs, Restricted Stock, RSUs and Performance Awards; to determine the
terms and conditions of such grants and Performance Awards in a manner
consistent with the Plan; to construe and interpret the Plan and any agreement
or instrument entered into under the Plan; to establish, amend or waive rules
and regulations for the Plan's administration; and to amend the terms and
conditions of any outstanding Options, SARs, Restricted Stock, RSUs or
Performance Awards to the extent such terms and conditions are within the sole
discretion of the Committee as provided in the Plan and subject to the
limitations and restrictions otherwise applicable under the Plan including those
contained in Article XIII. The Committee may not, however, reduce the exercise
price of an Option or SAR below the amounts specified in Sections 6.2 and 7.2
and the settlement value of an RSU below the amount specified in Section 9.1,
except that such amounts are subject to adjustment under Article XI. Further,
the Committee shall make all other determinations which may be necessary or
advisable for the administration of the Plan. As permitted by law, the Committee
may delegate its authority hereunder. The Committee may take any action
consistent with the terms of the Plan which the Committee deems necessary to
comply with any government laws or regulatory requirements of a foreign country,
including, but not limited to, modifying the terms and conditions governing any
Options, SARs, Restricted Stock, RSUs or Performance Awards, or establishing any
local country plans as sub-plans to this Plan.
3.3 DECISIONS BINDING. All determinations and decisions of the Committee
as to any disputed question arising under the Plan, including questions of
construction and interpretation, shall be final, binding and conclusive upon all
parties.
3.4 COMMITTEE AWARDS. Award to non-employee directors of the Company who
are Committee members shall be made by the Board of Directors except that a
Committee member shall not participate in any Board determinations relating to
grants of awards to such Committee member.
ARTICLE IV
ELIGIBILITY
Those Employees who, in the judgment of the Committee, may make key
contributions to the profitability and growth of the Company shall be eligible
to receive Options, SARs, Restricted Stock, RSUs and Performance Awards under
the Plan. All Non-Employee Directors shall be eligible to receive Options (other
than ISOs), SARs, Restricted Stock and RSUs under the Plan.
ARTICLE V
MAXIMUM SHARES AVAILABLE
5.1 AUTHORIZED SHARES OF STOCK. The Stock to be distributed under the Plan
may be either authorized and issued shares or unissued shares of the Stock,
including but not limited to such shares held as treasury shares. Subject to
Article XI, the maximum amount of Stock which may be issued under the Plan in
satisfaction of exercised award or issued as Restricted Stock shall not exceed,
in the aggregate, eight hundred thousand (800,000) shares.
5.2 INDIVIDUAL LIMITS ON GRANTS. Under the Plan, no Employee or
Non-Employee Director shall be awarded, during the term of the Plan, Options,
SARs, RSUs and Restricted Stock covering more than eighty thousand (80,000)
shares of Stock on an annual basis. For purposes of this Section 5.2, a grant of
one SAR or RSU shall be treated as a grant of one share of Stock.
5.3 LAPSED AWARDS. Stock subject to an Option which for any reason is
cancelled or terminated without having been exercised or Stock awarded as
Restricted Stock which is forfeited, shall again be available for grants under
the Plan.
ARTICLE VI
STOCK OPTIONS
6.1 GRANT OF OPTIONS.
(a) The Committee may, at any time and from time to time on or after
the effective date of the Plan, grant Options under the Plan to eligible
Participants, for such numbers of shares of Stock and having such terms as the
Committee shall designate, subject however, to the provisions of the Plan. The
Committee may also determine the type of Option granted (e.g., ISO,
nonstatutory, other statutory Options as from time to time may be permitted by
the Code) or a combination of various types of Options. Options designated as
ISOs shall comply with all the provisions of Section 422 of the Code and
applicable regulations and shall not be granted to Non-Employee Directors (for
this purpose only, a Non-Employee Director shall not be considered a
Participant). The aggregate Fair Market Value (determined at the time the Option
is granted) of Stock with respect to which ISOs are exercisable for the first
time by an individual during a calendar year under all plans of the Company, any
Subsidiary shall not exceed one hundred thousand dollars ($100,000). Upon
determination by the Committee that an Option is to be granted to a Participant,
written notice shall be given to such person as soon as practicable, specifying
the terms, conditions, rights and duties related thereto. Awards shall be deemed
to be granted as of the date specified in the grant resolution of the Committee,
which date shall be the date of any related agreement with the Participant. In
the event of any inconsistency between the provisions of the Plan and any such
agreement entered into hereunder, the provisions of the Plan shall govern. Any
individual at any one time and from time to time may hold more than one Option
granted under the Plan or under any other Stock plan of the Company.
(b) Each Option shall be evidenced by a "Stock Option Agreement" in
such form and containing such provisions consistent with the provisions of the
Plan as the Committee from time to time shall approve.
(c) In the event that an ISO does not comply with all the provisions
of Section 422 of the Code and applicable regulations, such Option shall become
a nonqualified stock Option on the date of said noncompliance.
6.2 EXERCISE PRICE. The price at which shares of Stock may be purchased
under an Option shall not be less than one hundred percent (100%) of the Fair
Market Value of the Stock on the date the Option is granted. Notwithstanding the
foregoing, a Ten Percent Stockholder shall not be granted an ISO unless the
exercise price of such Option is at least one hundred ten percent (110%) of the
Fair Market Value of the Stock on the date such Option is granted.
6.3 OPTION PERIOD. The period during which an Option may be exercised
shall be determined by the Committee, provided that such period shall not be
less than one (1) year from the date on which the Option is granted or longer
than: (a) ten (10) years from the date on which the Option is granted in the
case an ISO; (b) five (5) years from the date on which the Option is granted
with respect to a grant of an ISO to a Ten Percent Stockholder; and (c) ten (10)
years and one (1) day from the date on which the Option is granted in the case
of other Options.
6.4 VESTING OF OPTIONS. Except as provided in Section 6.5, the date or
dates on which installment portions of an Option shall vest and may be exercised
during the term of an Option shall be determined by the Committee and may vary
from Option to Option, provided that no more than one-third (1/3) of the shares
of Stock subject to an Option may vest in any one (1) year. The vesting of any
Option may also be conditioned on the achievement of Indicators of Performance
established by the Committee. Notwithstanding anything in this Section 6.4 to
the contrary but subject to the provisions of this Plan and Board approval, the
Committee may, on an individual basis, accelerate the time at which installment
portion(s) of an outstanding Option may be exercised.
6.5 TERMINATION OF SERVICE. Subject to the provisions of this Section 6.5,
an Option shall terminate at the end of and may be exercised, to the extent the
Option is exercisable under the Option Agreement, within the period not to
exceed the lesser of (a) ninety (90) days after the Participant ceases to be an
Employee or Non-Employee Director for any reason other than Total Disability or
death or (b) the remaining term of the Option award. If an Employee's or
Non-Employee Director's employment or service is terminated by reason of Total
Disability, all Options granted to such Participant will become fully
exercisable upon such termination and may be exercised within the period not to
exceed the lesser of: (a) one (1) year following such termination; or (b) the
remaining term of the Option award. If an Employee or Non-Employee Director of
the Company dies while in the employ or service of the Company or a Subsidiary
or within ninety days after the termination of such employment or service,
Options granted to such Participant shall become fully exercisable on the
Participant's death and may, within the lesser of (a) twelve (12) months after
the Participant's death or (b) the remaining term of the Option award, be
exercised by the person or persons to whom the Participant's rights under the
Option shall pass by will or by the applicable laws of descent and distribution.
Unless otherwise specifically provided in the Option agreement, no Option may be
exercised after a Participant's service with the Company or a Subdivision is
Terminated for Cause. In no event may an Option be exercised to any extent by
anyone after the expiration or termination of the Option as provided in this
Section 6.5 except that the Committee may elect to extend the period of Option
exercise and vesting provisions for an Employee or Non-Employee Director whose
employment or service with the Company terminates for any reason.
6.6 PAYMENT FOR SHARES. The exercise price of an Option shall be paid to
the Company in full at the time of exercise at the election of the Participant:
(a) in cash; (b) in shares of Stock having a Fair Market Value equal to the
aggregate exercise price of the Option and satisfying such other requirements as
may be imposed by the Committee; (c) partly in cash and partly in such shares of
Stock; (d) through the withholding of shares of Stock (which would otherwise be
delivered to the Participant) with an aggregate Fair Market Value on the
exercise date equal to the aggregate exercise price of the Option; or (e)
through the delivery of irrevocable instructions to a broker to deliver promptly
to the Company an amount equal to the aggregate exercise price of the Option.
The Committee may limit the extent to which shares of Stock may be used in
exercising Options. No Participant shall have any rights to dividends or other
rights of a stockholder with respect to shares of Stock subject to an Option
until the Participant has given written notice of exercise of the Option, paid
in full for such shares of Stock and, if applicable, has satisfied any other
conditions imposed by the Committee pursuant to the Plan.
ARTICLE VII
STOCK APPRECIATION RIGHTS
7.1 GRANT OF SARs.
(a) The Committee may authorize grants to any Participant of Stock
Appreciation Rights upon such terms and conditions as it may determine in
accordance with this Article VII. A Stock Appreciation Right will be a right of
the Participant to receive from the Company upon exercise an amount determined
by the Committee at the date of grant and expressed as a percentage of the
Spread (not to exceed 100 percent) at the time of exercise.
(b) Each grant will specify the number of shares of Stock in respect
of which it is made and the term during which it may be exercised.
(c) Each SAR shall be evidenced by a "Stock Appreciation Right
Agreement" in such form and containing such provisions consistent with the
provisions of the Plan as the Committee from time to time shall approve.
7.2 EXERCISE PRICE; PAYMENT ON EXERCISE. Each grant made will specify the
exercise price, which will not be less than 100% of the Fair Market Value per
share of Stock on the date of grant for each SAR subject to the grant. A grant
may provide that the amount payable on exercise of a Stock Appreciation Right
may be paid: (a) in cash; (b) in shares of Stock having an aggregate Fair Market
Value per Share equal to the Spread (or the designated percentage of the
Spread); or (c) in a combination thereof, as determined by the Committee in its
discretion. Such payment shall be made no later than March 15 of the year
immediately following the last day of the year in which the exercise occurs or
by a later date by which such payment may be made so that the payment falls
under the short term deferred exception of Code Section 409A. A grant may
specify that the amount payable to the Participant on exercise of a SAR may not
exceed a maximum amount specified by the Committee at the date of grant.
7.3 SUCCESSIVE GRANTS. Successive grants of SARs may be made to the same
Participant whether or not any Stock Appreciation Rights or other award
previously granted to such Participant remain unexercised or outstanding.
7.4 EXERCISABILITY OF SARs.
(a) Each SAR grant shall specify the required period or periods of
continuous service by the Participant with the Company or any Subsidiary that
are necessary before the Stock Appreciation Rights or installments thereof
become exercisable, and provide that (i) no more than one third of the SARs
under a specific grant sale becomes exercisable in one year and (ii) no SAR may
be exercised except at a time when the Spread is positive. Notwithstanding
anything in this Section 7.4 to the contrary but subject to the provisions of
this Plan and Board approval, the Committee may, on an individual basis,
accelerate the time at which installment portions of outstanding SARs may be
exercised.
(b) A grant may specify Indicators of Performance that must be
achieved as a condition to the exercise of the Stock Appreciation Rights.
(c) No Stock Appreciation Right shall be exercisable prior to one
(1) year from the date of grant and more than ten (10) years from the date of
grant.
(d) An SAR shall terminate at the end of, and may be exercised to
the extent the SAR is exercisable under the SAR agreement, within the period not
to exceed the lesser of (a) ninety (90) days after the Participant ceases to be
an Employee or Non-Employee Director for any reason other than Total Disability
or death or (b) the remaining term of the SAR award. If an Employee's or
Non-Employee Director's employment or service with the Company or a Subsidiary
is terminated by reason of Total Disability, all SARs granted to such
Participant will become fully exercisable upon such termination and may be
exercised within the period not to exceed the lesser of: (a) one (1) year
following such termination; or (b) the remaining term of the SAR award. If an
Employee or Non-Employee Director of the Company dies while in the employ or
service of the Company or a Subsidiary or within ninety days after the
termination of such employment or service, SARs granted to such Participant
shall become fully exercisable on the Participant's death and may, within the
lesser of (a) twelve (12) months after the Participant's death or (b) the
remaining term of the SAR award, be exercised by the person or persons to whom
the Participant's rights under the SAR shall pass by will or by the applicable
laws of descent and distribution. In no event may an SAR be exercised to any
extent by anyone after the expiration or termination of the SAR as provided in
this Section 6.5 except that the Committee may elect to extend the period of SAR
exercise and vesting provisions for an Employee or Non-Employee Director whose
employment or service with the Company terminates for any reason.
(e) Unless otherwise specifically provided in the SAR agreement , no
Stock Appreciation Right may be exercised after a Participant's service with the
Company or a Subsidiary has been Terminated for Cause.
7.5 NO RIGHTS AS STOCKHOLDER. No Participant shall have any rights to
dividends or other rights of a stockholder of Stock with respect to an SAR.
ARTICLE VIII
RESTRICTED STOCK
8.1 TERMS OF GRANT. At the time of making a grant of Restricted Stock to a
Participant, the Committee shall establish a Restriction Period during which
shares of Restricted Stock are subject to forfeiture if the restrictions
applicable to such shares are violated. Except as provided in Section 8.3,
forfeiture restrictions on a grant of Restricted Stock shall lapse in a calendar
year with respect to no more than one third of the shares subject to such grant
except that the Committee may, subject to the provisions of this Plan and Board
approval, on an individual basis, accelerate the time at which restrictions on
Restricted stock lapse. The Committee shall and assign such terms, conditions
and other restrictions to the Restricted Stock as it shall determine. The
vesting of any such Restricted Stock may be conditioned on the achievement of
Indicators of Performance during a Performance Period established by the
Committee. All restrictions imposed with respect to a grant of Restricted Stock
must lapse within ten years of such grant.
8.2 RESTRICTED STOCK - RIGHTS. Restricted Stock will be represented by a
Stock certificate registered in the name of the Restricted Stock recipient. Such
certificate, accompanied by a separate, duly-endorsed stock power, shall be
deposited with the Company. Instead of issuing certificates, the Company may
elect to have unvested shares of Restricted Stock held in book entry form on the
books of the Company depository or another institution designated by the Company
if and only to the extent permitted by applicable laws and the Company's
Articles of Incorporation and Bylaws. The recipient shall be entitled to receive
dividends during the Restriction Period and shall have the right to vote such
Restricted Stock and all other stockholder's rights, with the exception that:
(a) the recipient will not be entitled to delivery of the Stock certificate
during the Restriction Period; (b) the Company will retain custody of the
Restricted Stock during the Restriction Period; and (c) the non-fulfillment of
the terms and conditions established by the Committee pursuant to the grant
shall cause a forfeiture of the Restricted Stock. The Committee may, in
addition, prescribe additional restrictions, terms and conditions upon or to the
Restricted Stock.
8.3 TERMINATION OF SERVICE. The Committee may establish such rules
concerning the termination of service of a recipient of Restricted Stock prior
to the expiration of the applicable Restriction Period as it may deem
appropriate; provided, however, that if an Employee or Non-Employee Director
terminates service by reason of death or Total Disability, the applicable
forfeitable restrictions will lapse upon such death or occurrence of Total
Disability. Unless otherwise specifically provided in the Restricted Stock
Agreement, Restricted Stock will be forfeited immediately upon termination of a
Participant's service with the Company or a Subsidiary if the Participant's
employment is Terminated for Cause.
8.4 RESTRICTED STOCK AGREEMENT. Each grant of Restricted Stock shall be
evidenced by a "Restricted Stock Agreement" in such form and containing such
terms and conditions not inconsistent with the provisions of the Plan as the
Committee from time to time shall approve.
8.5 LEGEND ON CERTIFICATES. The Committee may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.
For example, the Committee may determine that some or all certificates
representing shares of Restricted Stock shall bear the following legend:
"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.
OMNIBUS 2007 INCENTIVE STOCK PLAN, AND IN A
RESTRICTED STOCK AGREEMENT. A COPY OF THE PLAN AND
SUCH RESTRICTED STOCK AGREEMENT MAY BE OBTAINED
FROM THE SECRETARY OF THE COMPANY."
8.6 RETURN OF RESTRICTED STOCK TO COMPANY. On the date set forth in the
applicable Restricted Stock Agreement, the Restricted Stock for which
restrictions have not lapsed shall revert to the Company and thereafter shall be
available for grant under the Plan.
8.7 SECTION 83(b) ELECTION. The Committee may provide in a Restricted
Stock Agreement that the award of Restricted Stock is conditioned upon the
Participant making or refraining from making an election with respect to the
award under Code Section 83(b). If a Participant makes an election pursuant to
Code Section 83(b) with respect to a Restricted Stock award, the Participant
shall be required to promptly file a copy of such election with the Company.
ARTICLE IX
RESTRICTED STOCK UNITS
9.1 GRANT OF RSUs. The Committee may authorize grants to any Participant
of RSUs upon such terms and conditions as it may determine in accordance with
this Article IX. A RSU is the right of the Participant to receive from the
Company, upon vesting of the RSU, an amount or a percentage of the amount not to
exceed 100 percent, equal to the number of RSUs becoming vested multiplied by
the Fair Market Value of a share of Stock on the vesting date.
(a) Each grant will specify the number of RSUs being granted.
(b) Each RSU shall be evidenced by a "Restricted Stock Unit
Agreement" in such form and containing such provisions consistent with the
provisions of the Plan as the Committee from time to time shall approve.
(c) Each grant shall be evidenced by a "Restricted Stock Unit
Agreement," in such form and containing such provisions consistent with the
provisions of the Plan as the Committee from time to time shall approve.
9.2 PAYMENT ON VESTING. A grant may provide that the amount payable on
vesting of a RSU may be paid: (a) in cash; (b) in shares of Stock having an
aggregate Fair Market Value equal to the amount payable (or the designated
percentage of the amount payable); or (c) in a combination thereof, as
determined by the Committee in its discretion. Such payment shall be made no
later than March 15 of the year immediately following the calendar year in which
the vesting occurs or by a later date by which such payment may be made so that
the payment falls under the short term deferral exception of Code Section 409A.
A grant may specify that the amount payable to the Participant on vesting of an
RSU may not exceed a maximum amount specified by the Committee at the date of
grant.
9.3 SUCCESSIVE GRANTS. Successive grants of RSUs may be made to the same
Participant whether or not any RSUs or other award previously granted to such
Participant remain unexercised or outstanding.
9.4 VESTING OF RSUs. At the time of making a grant of RSUs to a
Participant, the Committee shall established a Restriction Period during which
RSUs are subject to forfeiture if restrictions applicable to such RSUs are
violated.
(a) The Committee may assign such terms, conditions and other
restrictions to the RSUs as it will determine.
(b) A grant may specify the Indicators of Performance that must be
achieved as a condition to the vesting of an RSU grant.
(c) No more than one third of the RSUs in a grant shall become
vested in a calendar year except that RSUs shall be fully vested on a
Participant's death or Total Disability and the Committee, subject to the
provisions of this Plan and Board approval, may accelerate the time, on an
individual basis, at which RSUs vest.
(d) RSUs subject to a grant must be fully vested within ten (10)
years from the date of grant.
(e) Unless otherwise specifically provided in the Restricted Stock
Unit Agreement, no RSU may vest after a Participant's service with the Company
or a Subsidiary has been Terminated for Cause.
9.5 NO RIGHTS AS A STOCKHOLDER. No Participant shall have rights to
dividends, vesting, voting or other rights as a shareholder of Stock with
respect to RSUs.
ARTICLE X
PERFORMANCE AWARDS
10.1 PERFORMANCE AWARDS. Performance Awards pursuant to this Article X are
based upon achieving established Indicators of Performance over a Performance
Period. At the time of making a Performance Award, the Committee shall establish
such terms and conditions as it shall determine applicable to such Performance
Award. Performance Awards shall be paid not later than March 15 of the calendar
year immediately following the calendar year in which the Performance Period
ends or by a later date by which such payment may be made so that the payment
falls under the short term deferral exception of Code Section 409A. Recipients
of Performance Awards are not required to provide consideration for such Awards
other than the rendering of service. A Performance Award shall be paid in cash.
For avoidance of doubt, a Performance Award under this Article X is not in lieu
of any annual bonus plan or other bonus program established and approved by the
Board of Directors from time to time.
10.2 ADMINISTRATIVE PROCEDURE. The Committee shall designate Employees as
Performance Award Participants to become eligible to receive Performance Awards
and shall establish Performance Periods, provided that, as calculated by the
Committee: (a) the cash covered by all Awards granted under the Plan during a
calendar year shall not exceed five million dollars ($5,000,000); and (b) the
cash covered by all awards granted to an individual under the Plan during a
calendar year shall not exceed two million five hundred thousand dollars
($2,500,000).
10.3 INDICATORS OF PERFORMANCE. The Committee shall establish Indicators
of Performance applicable to the Performance Period. Indicators of Performance
are utilized to determine amount and timing of Performance Awards, and may vary
between Performance Periods and different Performance Awards.
10.4 AWARD ADJUSTMENT. Subject to the terms of the Performance Award, the
Committee may make downward adjustments in Awards to Performance Award
Participants.
10.5 PARTIAL PERFORMANCE PERIOD PARTICIPATION. Subject to applicable
restrictions under Section 162(m) of the Code, the Committee shall determine the
extent to which an Employee shall participate in a partial Performance Period
because of becoming eligible to be a Performance Award Participant after the
beginning of such Performance Period. In the event a Performance Award
Participant's employment with the Company is terminated for any reason, other
than after a Change of Control, prior to completing at least fifty (50) percent
of the Performance Period for a Performance Award, no payment shall be made
pursuant to the Performance Award. In the event a Performance Award
Participant's employment with the Company is terminated (i) on account of
termination by the Company for other than Termination for Cause, (ii) death or
(iii) Total Disability after completing at least fifty (50) percent of the
Performance Period for a Performance Award, such Performance Award Participant
shall be paid a pro rata portion of the Performance Award, if the Indicators of
Performance are met, no later than March 15 of the year immediately following
the calendar year in which his or her employment is terminated or by a later
date by which such payment may be made so that the payment falls under the short
term deferral exception of Code Section 409A. No payment shall be made pursuant
to a Performance Award if the Performance Award Participant's employment with
the Company is voluntarily terminated by him or her for any reason or is
Terminated for Cause prior to the end of the Performance Period.
ARTICLE XI
ADJUSTMENT UPON CHANGES IN STOCK
The number of shares of Stock, including limits under Sections 5.1 and
5.2, which may be issued pursuant to this Plan, the number of shares covered by,
and the exercise price per share of, each outstanding Option and SAR, the number
of shares granted as Restricted Stock and the number of RSUs, shall be adjusted
proportionately, and any other appropriate adjustments shall be made, for any
increase or decrease in the total number of issued and outstanding shares of
Stock (or change in kind) resulting from any change in the Stock through a
merger, consolidation, reorganization, recapitalization, subdivision or
consolidation of shares or other capital adjustment or the payment of a Stock
dividend or other increase or decrease (or change in kind) in such shares. In
the event of any such adjustment, fractional shares shall be eliminated. Except
as otherwise determined by the Committee, no change shall be made to an
Incentive Stock Option under this Article XI to the extent it would constitute a
"modification" under section 424(h)(3) of the Code.
ARTICLE XII
CHANGE IN CONTROL
Notwithstanding anything to the contrary in the Plan, upon a Change in
Control of the Company, the following shall apply:
(a) If a Change of Control occurs during a Restriction Period(s)
applicable to Restricted Stock and RSUs issued under the Plan, all restrictions
imposed hereunder on such Restricted Stock and RSUs shall lapse effective as of
the date of the Change in Control;
(b) If a Change in Control occurs during a Performance Period(s)
applicable to an award granted under the Plan, a Performance Award Participant
shall earn no less than the award of cash which the Performance Award
Participant would have earned if applicable Indicator(s) of Performance had been
achieved and the Performance Period(s) had terminated as of the date of the
Change in Control; and
(c) Any outstanding Options and SARs that are not exercisable shall
become exercisable effective as of the date of a Change in Control. If an
Participant's employment is terminated within two (2) years after the effective
date of a Change in Control for a reason other than a Termination for Cause, to
the extent that any Option or SAR was exercisable at the time of the
Participant's termination of employment, such Option or SAR, other than an ISO,
may be exercised within the lesser of: (a) twelve (12) months following the date
of termination of employment, or (b) the term of the Option or SAR.
ARTICLE XIII
MISCELLANEOUS
13.1 EFFECT ON OTHER PLANS. Except as otherwise required by law, no action
taken under the Plan shall be taken into account in determining any benefits
under any pension, retirement, thrift, profit sharing, group insurance or other
benefit plan maintained by the Company or any Subsidiary, unless such other plan
specifically provides for such inclusion.
13.2 TRANSFER RESTRICTIONS. No Option (except as provided in Section
13.2), SAR or RSU, grant of Restricted Stock or Performance Award under this
Plan shall be transferable other than by will or the laws of descent and
distribution. Any Option or SAR shall be exercisable: (a) during the lifetime of
an Participant, only by the Participant or, to the extent permitted by the Code,
by an appointed guardian or legal representative of the Participant; and (b)
after death of the Participant, only by the Participant's legal representative
or by the person who acquired the right to exercise such Option or SAR by
bequest or inheritance or by reason of the death of the Participant. The
Committee and the Participant may, in any agreement providing for a grant and/or
award under this Plan, provide that the Participant may designate a beneficiary
or beneficiaries to receive the property granted pursuant to award and/or
exercise of the Participant's rights under the grant and/or award as provided in
this Plan after the death of the Participant.
13.3 TRANSFER OF OPTIONS. The Committee may, in its discretion, authorize
all or a portion of the Options to be granted to an Participant to be on terms
which permit transfer by such Participant to an immediate family member of the
Participant who acquires the options from the Participant through a gift or a
domestic relations order. For purposes of this Article XIII, Section 13.3,
"family member" includes any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, trusts for the exclusive benefit of these persons and any other
entity owned solely by these persons, provided that the Stock Option agreement
pursuant to which such Options are granted must be approved by the Committee and
must expressly provide for transferability in a manner consistent with this
Section and provided further that subsequent transfers of transferred Options
shall be prohibited except in accordance with Article XIII, Section 13.2.
Following transfer, any such Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer. The
events of termination of employment of Article VI, Section 6.5 hereof shall
continue to be applied with respect to the original Participant, following which
the Options shall be exercisable by the transferee only to the extent and for
the periods specified in Article VI, Section 6.5. Notwithstanding the foregoing,
an ISO may not be transferred to a family member in accordance with this Section
13.3.
13.4 WITHHOLDING TAXES. The Company shall have the right to withhold from
any settlement hereunder any federal, state, or local taxes required by law to
be withheld, or require payment in the amount of such withholding. If settlement
hereunder is in the form of Stock, such withholding may be satisfied by the
withholding of shares of Stock by the Company, unless the Participant shall pay
to the Company an amount sufficient to cover the amount of taxes required to be
withheld, and such withholding of shares does not violate any applicable laws,
rules or regulations of federal, state or local authorities.
13.5 TRANSFER OF EMPLOYMENT. Transfer of employment or consulting
assignment between the Company and a Subsidiary shall not constitute termination
of employment or service for the purpose of the Plan. Whether any leave of
absence shall constitute termination of employment for the purposes of the Plan
shall be determined in each case by the Committee.
13.6 ADMINISTRATIVE EXPENSES. All administrative expenses associated with
the administration of the Plan shall be paid by the Company.
13.7 TITLES AND HEADINGS. The titles and headings of the articles in this
Plan are for convenience of reference only and in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall control.
13.8 NO GUARANTEE OF CONTINUED EMPLOYMENT OR SERVICE. No grant or award to
an Employee under the Plan or any provisions thereof shall constitute any
agreement for or guarantee of continued employment by the Company and no grant
or award to a Non-Employee Director shall constitute any agreement for or
guarantee of continuing as a Non-Employee Director.
13.9 COMMITTEE DUTIES AND POWERS. The Committee shall have such duties and
powers as may be necessary to discharge its responsibilities under this Plan,
including, but not limited to, the ability to construe and interpret the Plan
and resolve any ambiguities with respect to any of the terms and provisions
hereof as written and as applied to the operation of the Plan.
13.10 PROCEEDS. The proceeds received by the Company from the sale of
Stock under the Plan shall be added to the general funds of the Company and
shall be used for corporate purposes as the Board shall direct.
13.11 GOVERNING LAW AND VENUE. This plan shall be governed by and
construed and enforced in accordance with the laws of the State of Missouri,
excluding conflict of law rules and principles, except to the extent such laws
are preempted by Federal law. Courts located in the State of Missouri shall have
exclusive jurisdiction to determine all matters relating to the Plan and that
venue is proper in such courts.
13.12 FOREIGN JURISDICTIONS. Awards may be granted to employees who are
foreign nationals or employed outside the United States, or both, on such terms
and conditions different from those specified in the Plan as may, in the
judgment of the Committee, be necessary or desirable in order to recognize
differences in local law or tax policy. The Committee also may impose conditions
on the exercise or vesting of awards in order to minimize the Company's
obligation with respect to tax equalization for Participants on assignments
outside their home country.
13.13 SUCCESSORS. All obligations of the Company under the Plan, with
respect to awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation or otherwise, of all or substantially
all of the business or assets of the Company.
13.14 BENEFICIARY DESIGNATIONS. If permitted by the Committee, a
Participant under the Plan many name a beneficiary or beneficiaries to whom any
vested but unpaid award shall be paid in the event of the Participant's death.
Each such designation shall revoke all prior designations by the Participant and
shall be effective only if given in a form and manner acceptable to the
Committee. In the absence of any such designation, any vested benefits remaining
unpaid at the Participant's death shall be paid to the Participant's estate and,
subject to the terms of the Plan and of the applicable award agreement, any
unexercised vested award may be exercised by the administrator, executor or the
personal representative of the Participant's estate.
13.15 INVESTMENT REPRESENTATION. As a condition to the exercise of an
award, the Committee may require the person exercising such award to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.
13.16 FRACTIONAL SHARES. No fractional Shares shall be issued or delivered
pursuant to the Plan or any award. The Committee shall determine whether cash,
or awards, or other property shall be issued or paid in lieu of fractional
Shares or whether such fractional Shares or any rights thereto shall be
forfeited or otherwise eliminated.
ARTICLE XIV
AMENDMENT AND TERMINATION
The Board may at any time terminate or amend this Plan in such respect as
it shall deem advisable, provided, the Board may not, without further approval
of the shareholders of the Company, amend the Plan to: (i) increase the number
of shares of Stock which may be issued under the Plan; (ii) change Plan
provisions relating to establishment of the exercise prices under Options or
SARs granted; (iii) extend the duration of the Plan beyond the date approved by
the shareholders; (iv) reprice, replace or regrant Options or SARs through
cancellation, or by lowering the exercise price of a previously granted Option
or SARs; (v) make any change to the Plan considered material under the listing
requirements of The NASDAQ Stock Market or any other exchange on which the
Company's Stock is listed; or (vi) increase the maximum dollar amount of ISOs
which an individual Participant may exercise during any calendar year beyond
that permitted in the Code and applicable rules and regulations of the Treasury
Department. No amendment or termination of the Plan shall, without the consent
of the Participant, alter or impair any of the rights or obligations under any
grants or other rights theretofore granted such person under the Plan.
ARTICLE XV
DURATION OF THE PLAN
This Plan was approved by the Board of Directors on __________, 2007 and
will be effective on April ____, 2007, subject to approval by the Company's
shareholders at the 2007 annual meeting of shareholders. If not sooner
terminated by the Board, this Plan shall terminate on April ____, 2017, but
Options, SARs, Restricted Stock, RSUs and Performance Awards and other rights
theretofore granted and any Restriction Period may extend beyond that date, and
the terms of the Plan shall continue to apply to such grants.
IN WITNESS WHEREOF, the undersigned has caused this Cass Information
Systems, Inc. 2007 Omnibus Incentive Stock Plan to be adopted on behalf of the
Company this ___ day of April, 2007.
CASS INFORMATION SYSTEMS, INC.
By:
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President