Exhibit 10.3
CASS INFORMATION SYSTEMS, INC.
2007 OMNIBUS INCENTIVE STOCK PLAN
RESTRICTED STOCK AGREEMENT
Participant Name: ______________________________________________________________
Date of Grant: _________________________________________________________________
Number of Shares of Restricted Stock subject to this Award: ____________________
We are pleased to inform you that, as an employee or director of Cass
Information Systems, Inc. ("Cass") or one of its Subsidiaries, you are granted
an Award of Shares of Restricted Stock under the Cass Information Systems, Inc.
2007 Omnibus Incentive Stock Plan (the "Plan"). The shares of common stock of
Cass Information Systems, Inc. granted pursuant to this Agreement are
hereinafter called "Shares". Each Share under this Award is composed of one
share of Cass common stock, $0.50 par value per share. This Award is subject to
your acceptance as provided in Section 1 below and the terms and conditions that
follow in this Agreement.
The date of the Award evidenced by the Agreement (the "Date of Grant") is set
forth above.
The terms and conditions of this Award, including non-standard provisions
permitted by the Plan, are set forth below.
1. Acceptance of Award. This Award is to be accepted by signing your name on the
signature page of two copies of this Agreement and causing them to be delivered
to the Vice President - Human Resources of Cass, 13001 Hollenberg Drive,
Bridgeton, MO 63044, before 4:30 p.m. Central time on the 30th day after the
Date of Grant. If the Vice President - Human Resources does not receive your
properly signed copies of this Agreement before the time and date specified in
the previous sentence, then, despite anything else provided in this Agreement,
this Award will be void as if it was never awarded to you and will be of no
effect. Your signing and timely delivering the copies of this Agreement will
evidence your acceptance on the terms and conditions stated in this Agreement.
2. Issuance of Restricted Stock.
(a) Subject to the provisions of this Agreement and except as any of the
Shares may be issued in book entry form, Cass shall issue and
register on its books and records in your name a certificate
(certificates) evidencing the number of Shares subject to this Award
as set forth above. Each certificate shall bear a legend,
substantially in the following form:
"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.
2007 OMNIBUS INCENTIVE STOCK PLAN AND IN THE RESTRICTED STOCK
AGREEMENT. A COPY OF THE PLAN AND SUCH RESTRICTED STOCK
AGREEMENT MAY BE OBTAINED FROM THE VICE PRESIDENT - HUMAN
RESOURCES OF CASS INFORMATION SYSTEMS, INC."
The certificate(s) shall be retained by Cass (or its designee) until
the time that all restrictions or conditions applicable to the
Shares have been satisfied or lapsed. You agree to (i) deliver to
Cass, as a precondition to the issuance of any certificate or
certificates with respect to Unvested Shares, one or more stock
powers, endorsed in blank, with respect to such Shares, (ii) sign
such other powers, take such other actions as Cass may reasonably
request to accomplish the transfer or forfeiture of any Unvested
Shares that are forfeited under this Agreement and (iii) authorize
Cass to cause such Unvested Shares to be cancelled or transferred in
the event they are forfeited pursuant to this Agreement. As used in
this Agreement, "Unvested Shares" means Shares which are subject to
forfeiture under this Agreement.
(b) If Unvested Shares are held in book entry form, Subsection 2(a)
shall not be applicable and you agree that Cass may give stop
transfer instructions to the depository of such Shares to ensure
compliance with the provisions of this Agreement. You hereby (i)
acknowledge that the Unvested Shares may be held in book entry form
on the books of Cass's depository (or another institution specified
by Cass), (ii) irrevocably authorize Cass to take such actions as
may be necessary or appropriate to effect a transfer or cancellation
of the record ownership of any such Unvested Shares that are
forfeited in accordance with this Agreement, (iii) agree to take
such other actions as Cass may reasonably request to accomplish the
forfeiture of any Unvested Shares that are forfeited under this
Agreement, and (iv) authorize Cass to cause such Shares to be
cancelled or transferred in the event they are forfeited pursuant to
this Agreement.
3. Restrictions. In association with the other terms of this Agreement and in
accordance with the Plan, the Shares shall be subject to the following
restrictions:
(a) Neither (i) the Shares or any interest in them, (ii) the right to
vote the Shares, (iii) the right to receive dividends on the Shares,
or (iv) any other rights under this Agreement may be sold,
transferred, donated, exchanged, pledged, hypothecated, assigned, or
otherwise transferred, alienated or encumbered, by operation of law
or otherwise, until (and then only to the extent of) the Shares are
delivered to you or, in the event of your death, your Designated
Beneficiary or Beneficiaries or testamentary transferee or
transferees.
(b) You shall have, with respect to the Shares, all of the rights of a
holder of Shares, including the right to vote such Shares and to
receive any cash dividends thereon, except as otherwise provided in
the Plan. Additional Shares of Cass common stock resulting from
adjustments under Section XI of the Plan with respect to Shares
subject to this Agreement shall be treated as additional Shares
subject to the same restrictions and other terms of this Award and
you shall comply with the provisions of Sections 2(a) or (b), as
appropriate, with respect to such additional Shares. Cash dividends
paid on Unvested Shares are taxable to you as compensation income,
and not dividend income, and are deductible by Cass or its
Subsidiaries for income tax purposes as compensation income. Such
dividends shall be paid to you at the time they are paid to other
holders of shares of Cass Common Stock.
(c) During your lifetime, Shares shall only be delivered to you. Any
Shares transferred in accordance with this Agreement shall continue
to be subject to the terms and conditions of this Agreement. Any
transfer permitted under this Agreement shall be promptly reported
in writing to Cass's Vice President - Human Resources.
(d) You may designate a beneficiary or beneficiaries ("Designated
Beneficiary or Beneficiaries") on the Designated Beneficiary form
attached to this Agreement to receive Shares which vest on your
death. If you do not complete the Beneficiary Designation form or
if, after your death, your Designated Beneficiary or Beneficiaries
has or have died or cannot be located, Shares which become vested on
your death shall be transferred in accordance with your will or, if
you have no will, in accordance with applicable state laws of
descent and distribution.
4. Lapse of Restrictions and Delivery of Shares of Restricted Stock. Unless
previously forfeited or transferred on account of your death, Retirement, Total
Disability or a Change in Control, the Restriction Period will lapse with
respect to applicable Shares, and Cass shall deliver the Shares subject to this
Award to you, as follows:
(a) Restrictions shall lapse with respect to one-third of the Shares and
such Shares shall be delivered one year from the Date of Grant;
(b) Restrictions shall lapse with respect to the next one-third of the
Shares and such Shares shall be delivered two years from the Date of
Grant; and
(c) Restrictions shall lapse with respect to the remaining one-third of
the Shares and such Shares shall be delivered three years from the
Date of Grant.
Cass shall deliver the Shares to you by transferring certificates to you
evidencing your ownership of the Shares without the legend provided by Section
2(a) but with any legend required by federal and state securities laws. The
appropriate officers of Cass may, in their discretion, cause the Shares as
described in this Section 4 to instead be held in book entry form in your name
without the restrictions imposed by this Agreement. For purposes of this
Agreement, "Retirement" or "Retire" means normal or postponed retirement under
the Retirement Plan for Employees of Cass Information Systems, Inc.
5. Effect of Death, Retirement, Total Disability or Change of Control.
Notwithstanding anything in this Agreement to the contrary, if you die while in
the employment or service of Cass or its Subsidiaries, all Shares granted
pursuant to this Agreement, to the extent not forfeited or previously
transferred prior to your death, shall be transferred as provided in Section 4
and shall not be subject to forfeiture after your death. If you Retire or become
Totally Disabled or a Change of Control occurs while you are employed by or in
the service of Cass or its Subsidiaries, all Shares granted pursuant to the
Agreement, to the extent not forfeited or previously transferred prior to your
Retirement, Total Disability or occurrence of the Change of Control, shall,
notwithstanding anything in this Agreement to the contrary, be transferred to
you at the time your Retirement, Total Disability or a Change of Control occurs
and shall not be subject to forfeiture after the occurrence of your Retirement,
Total Disability or a Change of Control. Shares transferred pursuant to this
Section 5 shall be delivered in the same manner as provided in Section 4.
6. Effect of Other Causes of Termination of Employment.
(a) If your employment or service with Cass or any of its Subsidiaries
terminates prior to the lapse of restrictions on Shares in
accordance with Section 4 other than by reason of your death,
Retirement, or Total Disability or after a Change of Control, you
shall forfeit all such Shares.
(b) For the purposes of this Agreement, your employment or service by a
Subsidiary of Cass shall be considered terminated on the date that
the company for which you are employed or serve is no longer a
Subsidiary of Cass.
(c) Notwithstanding anything in this Agreement to the contrary, no
Shares shall be delivered to you under this Agreement if your
employment or service with Cass or a Subsidiary is Terminated for
Cause including Termination for Cause.
7. Transfer of Employment; Leave of Absence. A transfer of your employment from
Cass to a Subsidiary or vice versa, or from one Subsidiary to another, without
an intervening period, shall not be deemed a termination of employment. If you
are granted an authorized leave of absence, you shall be deemed to have remained
in the employ or service of the company by which you are employed or of which
you serve as a director during such leave of absence.
8. Tax Matters.
(a) Federal Income tax withholding (and state and local income tax
withholding, if applicable) may be required with respect to the
taxation of income realized when restrictions are removed from the
Shares or in the event you make the election described in Section
18. You agree to deliver to Cass only the amounts the Committee
determines should be withheld, provided, however, that you may pay a
portion or all of such withholding taxes by electing to have (i)
Cass withhold a portion of the Shares that would otherwise be
delivered to you or (ii) you can deliver to Cass Shares that you
have owned for at least six months, in either case, having a Fair
Market Value (as of the date that the amount of taxes is to be
withheld) in the sum of the amount to be withheld plus reasonable
expenses of selling such Shares, and provided further that your
election shall be irrevocable and subject to the approval of the
Committee.
(b) You should consult with your tax advisor regarding the tax
consequences of receiving shares and making the election described
in Section 18.
9. Employment and Service. Nothing contained in this Agreement or the Plan shall
confer any right to continue in the employ or other service of Cass or any of
its Subsidiaries or limit in any way the right of Cass or a Subsidiary to change
your compensation or other benefits or to terminate your employment or other
service with or without Cause.
10. Listing: Securities Considerations. Despite anything else in this Agreement,
if at any time the Board determines, in its sole discretion, the listing,
registration or qualification (or an updating of any such document) of the
Shares issuable under this Agreement is necessary on any securities exchange or
under any federal or state securities or blue sky law, or that the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with the issuance of the Shares, or the removal
of any restrictions imposed on such Shares, such Shares shall not be issued, in
whole or in part, or the restrictions on the Shares removed, unless such
listing, registration, qualifications, consent or approval shall have been
effected or obtained free of any conditions not acceptable to Cass.
11. Binding Effect. This Agreement shall inure to the benefit of and be binding
on the parties to this Agreement and their respective heirs, executors,
administrators, legal representatives and successors. Without limiting the
generality of the foregoing, whenever the term "you" is used in any provision of
this Agreement under circumstances where the provision appropriately applies to
the heirs, executors, administrators, or legal representatives to whom Shares
may be transferred by the Beneficiary Designation, will or the laws of descent
and distribution, the term "you" shall be deemed to include such person or
persons.
12. Plan Provisions Govern.
(a) This Award is subject to the terms, conditions, restrictions and
other provisions of the Plan as if all those provisions were set
forth in their entirety in this Agreement. If any provision of this
Agreement conflicts with a provision of the Plan, the Plan provision
shall control.
(b) You acknowledge that a copy of the Plan and a prospectus summarizing
the Plan was distributed or made available to you and that you were
advised to review that material before entering into this Agreement.
You waive the right to claim that the provisions of the Plan are not
binding on you and your heirs, executors, administrators, legal
representatives and successors.
(c) Capitalized terms used but not defined in this Agreement have the
meanings given those terms in the Plan.
(d) By your signature below, you represent that you are familiar with
the terms and provisions of the Plan, and hereby accept this
Agreement subject to all of the terms and provisions of the Plan.
You have reviewed the Plan and this Agreement in their entirety and
fully understand all provisions of the Plan and this Agreement. You
agree to accept as binding, conclusive and final all decisions or
interpretations of the Committee on any questions arising under the
Plan or this Agreement.
13. Governing Law and Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Missouri despite any laws of that
state that would apply the laws of a different state. In the event of litigation
arising in connection with this Agreement and/or the Plan, the parties hereto
agree to submit to the jurisdiction of state and Federal courts located in
Missouri.
14. Severability. If any term or provision of this Agreement, or the application
of this Agreement to any person or circumstance, shall at any time or to any
extent be invalid, illegal or unenforceable in any respect as written, both
parties intend for any court construing this Agreement to modify or limit that
provision so as to render it valid and enforceable to the fullest extent allowed
by law. Any provision that is not susceptible of reformation shall be ignored so
as to not affect any other term or provision of this Agreement, and the
remainder of this Agreement, or the application of that term or provision to
persons of circumstances other than those as to which it is held invalid,
illegal or unenforceable, shall not be affected thereby and each term and
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
15. Entire Agreement; Modification. The Plan and this Agreement contain the
entire agreement between the parties with respect to the subject matter
contained in this Agreement and it may not be modified, except as provided in
the Plan, as it may be amended from time to time in the manner provided in the
Plan, or in this Agreement, as it may be amended from time to time by a written
document signed by each of the parties to this Agreement. Any oral or written
agreements, representations, warranties, written inducements, or other
communications with respect to the subject matter contained in this Agreement
made before the signing of this Agreement shall be void and ineffective for all
purposes.
16. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute one and the same Agreement.
17. Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
18. Notices; Electronic Delivery. All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally; mailed by certified or registered mail, return receipt requested and
postage prepaid; delivered by a nationally recognized overnight delivery service
or sent by facsimile and confirmed by first class mail, to the recipient. Such
notices, demands and other communications shall be sent to the parties at the
addresses indicated below:
(a) If to you: ____________________________________
____________________________________
____________________________________
(b) If to the Company: Vice President - Human Resources
Cass Information Systems, Inc.
13001 Hollenberg Drive
Bridgeton, Missouri 63044
or to such other address or to the attention of such other party as the
recipient party has specified by prior written notice to the sending party. You
agree during the term of this Agreement to keep Cass informed of your current
mailing address and of receiving written notice from Cass in accordance with
this Section 18. In lieu of receiving documents in paper format, you agree, to
the fullest extent permitted by law, to accept electronic delivery of any
documents that may be required to be delivered to you (including, but not
limited to, prospectuses, prospectus supplements, grant or award notifications
and agreements, account statements, annual and quarterly reports, and all other
forms of communications) in connection with this and any other award made or
offered by Cass. Electronic delivery may be via electronic mail system or by
reference to a location on a Cass intranet to which you have access. You hereby
consent to any and all procedures Cass has established or may establish for an
electronic signature system for delivery and acceptance of any such documents
that may be required to be delivered to you, and agree that your electronic
signature is the same as, and shall have the same force and effect as, your
manual signature.
19. Section 83(b) Election. In the event you make an election under Section
83(b) of the Internal Revenue Code of 1986, as amended, with respect to Shares,
the parties hereto shall cooperate to insure such election is effective.
20. Authority to Receive Payments. Any amount payable to or for the benefit of a
minor, an incompetent person or other person incapable of receiving such payment
shall be deemed paid when paid to the conservator of such person's estate or to
the party providing or reasonably appearing to provide for the care of such
person, and such payment shall fully discharge Cass and Members of the Committee
and the Board with respect thereto.
In Witness Whereof, the parties have caused this Agreement to be signed and
delivered as of the day and year first above written.
CASS INFORMATION SYSTEMS, INC. PARTICIPANT:
______________________________ ______________________________
Signature Signature
______________________________ ______________________________
By: Date:
______________________________
Title:
______________________________
Date:
CASS INFORMATION SYSTEMS, INC.
2007 OMNIBUS INCENTIVE STOCK PLAN
RESTRICTED STOCK AGREEMENT
BENEFICIARY DESIGNATION
To the Vice President - Human Resources of Cass Information Systems, Inc.
("Cass")
Pursuant to the provisions of the Cass Information Systems, Inc. 2007 Omnibus
Incentive Stock Plan ("Plan"), permitting the designation of a Beneficiary or
Beneficiaries by a Participant, I hereby designate the following person, persons
or trust as Primary and Secondary Designated Beneficiaries of my benefits under
the Plan and the Cass Information Systems, Inc. 2007 Omnibus Incentive Stock
Plan Restricted Stock Agreement ("Agreement") between Cass and me dated
__________, 20____ payable by reason of my death:
Primary Beneficiary [include address and relationship]:
Secondary Beneficiary [include address and relationship]:
I RESERVE THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION. I HEREBY
REVOKE ALL PRIOR DESIGNATIONS (IF ANY) OF PRIMARY BENEFICIARIES AND SECONDARY
BENEFICIARIES.
Cass shall cause all Shares of Cass stock to be transferred by reason of my
death pursuant to the Agreement to the Primary Beneficiary, if he, she or it
survives me, and if no Primary Designated Beneficiary shall survive me, then to
my Secondary Designated Beneficiary, and if no named Designated Beneficiary
survives me, then all Shares shall be transferred in accordance with the terms
of the Agreement.
_________________________________ _________________________________
Date of this Designation Signature of Participant
NOTE: Unless the Participant provides otherwise in completing this Beneficiary
Designation, Cass shall transfer all Shares of Cass stock to be transferred to
more than one Designated Beneficiary equally to the living Designated
Beneficiaries.
* * * * *
This Beneficiary Designation was received on behalf of Cass this _____ day of
____________, 20____.
By: _________________________________
Title: ______________________________
CASS INFORMATION SYSTEMS, INC.
2007 OMNIBUS INCENTIVE STOCK PLAN
RESTRICTED STOCK AGREEMENT
BENEFICIARY DESIGNATION
To the Vice President - Human Resources of Cass Information Systems, Inc.
("Cass")
Pursuant to the provisions of the Cass Information Systems, Inc. 2007 Omnibus
Incentive Stock Plan ("Plan") and the Cass Information Systems, Inc. 2007
Omnibus Incentive Stock Plan Restricted Stock Agreement ("Agreement") between
Cass and me dated __________, 20____, permitting the designation of a
Beneficiary or Beneficiaries by a Participant, I hereby designate the following
person, persons or trust as primary and secondary Designated Beneficiaries of my
benefits under the Agreement payable by reason of my death:
Primary Beneficiary [include address and relationship]:
Secondary Beneficiary [include address and relationship]:
I RESERVE THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION. I HEREBY
REVOKE ALL PRIOR DESIGNATIONS (IF ANY) OF PRIMARY BENEFICIARIES AND SECONDARY
BENEFICIARIES.
Cass shall cause all Shares of Cass stock to be transferred by reason of my
death pursuant to the Agreement to and by my Primary Beneficiary, if he, she or
it survives me, and if no Primary Designated Beneficiary shall survive me, then
to my Secondary Designated Beneficiary, and if no named Designated Beneficiary
survives me, then all Shares of Cass stock shall be transferred in accordance
with the terms of the Agreement.
_________________________________ _________________________________
Date of this Designation Signature of Participant
NOTE: Unless the Participant provides otherwise in completing this Beneficiary
Designation, Cass shall transfer all Shares of Cass stock to be transferred to
more than one Designated Beneficiary equally to the living Designated
Beneficiaries.
* * * * *
This Beneficiary Designation was received on behalf of Cass this _____ day of
____________, 20____.
By: _________________________________
Title: ______________________________