Exhibit 10.8
CASS INFORMATION SYSTEMS,
INC.
AMENDED AND RESTATED
OMNIBUS STOCK AND PERFORMANCE COMPENSATION PLAN
RESTRICTED STOCK AWARD
AGREEMENT
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Restricted Shares subject to this Award: |
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We are pleased to inform
you that, as an employee or director of Cass Information Systems, Inc. (“Cass”
or “the Company”) or one of its Subsidiaries, you are granted an Award of
Restricted Shares (“Shares”) under the Cass Information Systems, Inc. Amended
and Restated Omnibus Stock and Performance Compensation Plan (the “Plan”). Each
Share under this Award represents one share of Cass common stock, $0.50 par
value per share. This Award Agreement is subject to your acceptance as provided
in Section 1 below and the terms and conditions that follow in this Award
Agreement.
The date of the Award
evidenced by this Award Agreement (the “Date of Grant”) is set forth above.
The terms and conditions of
this Award Agreement, including non-standard provisions permitted by the Plan,
are set forth below.
| 1. |
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Acceptance of Award. This Award Agreement is to be accepted by signing your name on the
signature page of this Award Agreement and causing them to be delivered to
the Secretary of Cass, 00000 Xxxxxxxxxxx Xxxxx, Xxxxx 000, Xx. Xxxxx, XX
00000, before 4:30 p.m. Central time on the 30th day after the Date of
Grant. If the Secretary does not receive your properly signed copy of this
Award 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 Award
Agreement will evidence your acceptance on the terms and conditions stated
in this Award Agreement. |
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| 2. |
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Vesting
and Forfeiture of Restricted Stock |
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a. |
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Vesting of
Time-Based Restricted Shares. With respect to forty percent (40%) of your Award Shares covering
______ Shares (“Time Based Restricted Shares”) will vest and become
immediately transferrable on __________(“Vesting Date”) which is three
years from the date of grant (“Restriction Period”), if you remain
employed through the Vesting Date, the Restriction Period will lapse with
respect to applicable Time-Based Restricted Shares and Cass shall deliver
the Shares to you effective three years from the date of grant. Cass shall
deliver the Shares to you as explained in Section 3 of this Award
Agreement. |
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b. |
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Vesting of
Performance-Based Restricted Shares. With respect to sixty percent (60%) of your
Award Shares covering ____ Shares, (“Performance-Based Restricted
Shares”), such Shares will vest and immediately become transferrable on
_______,____ (“Vesting Date”) in an amount, if any, based on the
achievement of the performance goals set forth in Section 2.b.(i)-(iv)
below. Any Performance-Based Restricted Shares which do not become vested
because of the failure to achieve these performance goals for the
Performance Period shall be forfeited. |
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i. |
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The percentage of
Performance-Based Restricted Shares shall vest based on achievement of
earnings per share (“EPS”) and return on equity (“XXX”) goals over the
Performance Period described below, as indicated in the table below. Each
factor will be weighted 50% in determining the total percentage of Shares
earned. |
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Performance Period: |
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Beginning |
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January 1, 2017 |
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Ending |
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December 31,
2019 |
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50% |
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100% |
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150% |
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Threshold |
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Target |
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Maximum |
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Earnings per Share (EPS) |
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$X.XX |
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$X.XX |
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$X.XX |
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Return on Equity (XXX) |
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XX% |
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XX% |
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XX% |
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ii. |
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The percentage earned
related to EPS goals shall be determined based on the cumulative EPS for
the 3 year Performance Period. 100% will be earned if the Company achieves
target performance, 50% shall be earned if the Company achieves threshold
performance and a maximum of 150% of the shares shall be earned if the
Company achieves maximum or better performance. Performance that falls
between threshold and target or target and maximum performance shall be
interpolated between the respective percentages. Any performance that
falls below threshold will result in 0% earned attributable to EPS
performance. |
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iii. |
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The percentage earned
related to XXX goals shall be based on the average XXX measured by
calculating the average of each of the calendar year’s annual average XXX
calculations over the 3 year Performance Period. 100% will be earned
if the Company achieves target performance, 50% shall be earned if the
Company achieves threshold performance and a maximum of 150% of the Shares
will be earned if the Company achieves maximum or better performance.
Performance that falls between threshold and target or target and maximum
performance shall be interpolated between the respective percentages. Any
performance that falls below threshold will result in 0% earned
attributable to XXX performance. |
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iv. |
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A weighting of 50%
will be applied to each of the percentages earned related to EPS and XXX
performance to determine the total percentage earned. The number of Shares
earned will then be determined by taking the number of Performance-Based
Restricted Shares awarded, stated in Section 2.b., multiplied by the total
percentage earned. Any resulting partial shares will be rounded to the
nearest whole share. |
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v. |
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EPS and average XXX
shall be determined based on generally accepted accounting principles
(“GAAP”) and may be adjusted for extraordinary items as determined by the
Company’s Board of Directors. Extraordinary items shall mean
extraordinary, unusual and/or non-recurring items, including but not
limited to: restructuring or restructuring-related charges, gains or
losses attributable to the disposition of a business or major asset,
resolution and/or settlement of litigation and other legal proceedings or
any other such income or expense related item that the Board of Directors
has determined to be of an unusual or extraordinary nature. |
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vi. |
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Unless previously
forfeited or transferred on account of your death, Total Disability or a
Change in Control, the Restriction Period will lapse with respect to the
applicable Performance-Based Restricted Shares earned, as described in
Sections 2.b (i) – (v), and Cass shall deliver the Shares to you effective
on the Vesting Date which is three years from the date of grant, subject
to approval and certification of performance results by the Board of
Directors. In the event delays are experienced in certifying the
performance results, beyond the Vesting Date, once such results are in
fact certified, vesting shall occur retroactively back to the Vesting
Date. Cass shall deliver the Shares to you as described in Section 3 of
this Award Agreement. |
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| 3. |
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Issuance
of Restricted Shares |
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a. |
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Time-Based
Restricted Shares shall be
held in book entry form on the books of Cass’s depository (or another
institution specified by Cass) subject to the restrictions of this Award
Agreement until such time the Shares have Vested, as explained in Section
2.a. or vest as a result of your death, Total Disability or a Change in
Control, as explained in Section 4.a. As soon as practicable following the
lapse of restriction provisions and subsequent Vesting of Shares Cass
shall give transfer instructions to the institution holding the Shares in
book entry form so that the Shares are transferred to you or your
designated beneficiary, if applicable, without restriction. |
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You hereby (i)
acknowledge that 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
Award 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 Award Agreement, and (iv) authorize Cass to
cause such Shares to be cancelled or transferred in the event they are
forfeited pursuant to this Award Agreement. For the purposes of this Award
Agreement, unvested shares shall mean these shares which were not yet
vested pursuant to the terms of this Award
Agreement. |
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b. |
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Performance-Based Restricted Shares shall not be issued until such time the
Performance Period has ended and the Board of Directors have certified the
performance results and approved the issuance of shares earned, as
described in Section 2.b (2.b.i) – (2.b.v). As soon as practicable
following the certification of results, lapse of restrictions and
subsequent vesting of Shares, Cass shall provide instructions to the
depository institution (or other institution specified by Cass) to issue
to recipient Shares earned in book entry form without restriction. The
delivery of Shares in the event of a Death, Total Disability or a Change
of Control is set forth in Section 4 below. |
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| 4. |
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Effect of Death, Total Disability or Change of
Control. |
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a. |
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Time-Based
Restricted Shares. If you die
while in the employment or service of Cass or its Subsidiaries, the
Restriction Period will lapse with respect to all outstanding Time-Based
Restricted Shares and Cass shall deliver the Shares subject to this Award
Agreement to your Designated Beneficiary or as provided in Section 6.e. if
a Beneficiary has not been designated, has died or cannot be located.
Subsequently, such Shares shall not be subject to forfeiture after your
death. If you become Totally Disabled or a Change of Control occurs, that
results in termination of service, while you are employed by or in the
service of Cass or its Subsidiaries, the Restriction Period will lapse
with respect to all outstanding Time-Based Restricted Shares and Cass
shall deliver the Shares subject to this Award Agreement to you.
Subsequently, such Shares shall not be subject to forfeiture after the
occurrence of your Total Disability or a Change of Control occurs, that
results in termination of service and such shares shall be delivered in
the same manner as provided in this Section 2. |
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b. |
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Performance-Based
Restricted Shares. If you die or
become Totally Disabled while in the employment or service of Cass or its
Subsidiaries, all outstanding Performance-Based Restricted Shares shall
vest in accordance with the normal terms of this Award Agreement as
described in Section 2.b. In the case of your death Cass shall deliver the
Shares that have vested to your Designated Beneficiary or as provided in
Section 6.e. if a Beneficiary has not been designated, has died or cannot
be located. If a Change in Control occurs, that results in termination of
employment, during the performance period all outstanding
Performance-Based Restricted Shares will immediately vest and restrictions
shall lapse at the Target Performance level and Cass shall deliver the
shares to the recipient as explained in Section 3.b. as if the Restriction
Period has ended. |
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Termination of Employment. If your employment or service with Cass or any of
its Subsidiaries terminates, as described in Section 7, prior to the
vesting of Shares in accordance with Section 2 other than by reason of
your death, Total Disability, after a Change of Control or Normal
Retirement, as described in Section 9, you shall forfeit all such
Shares. |
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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: |
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a. |
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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. |
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b. |
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You shall have, with
respect to the Time-Based Restricted Shares, all of the rights of a holder
of Shares, including the right to vote such Shares and to earn any cash
dividends thereon, except as otherwise provided in the Plan. Additional
Shares of Cass common stock resulting from adjustments under Section XII
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. 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 may be paid to you at the time they are paid to other
holders of shares of Cass Common Stock or may be retained by Cass and
payable subject to fulfillment of the terms and conditions of this
Agreement. |
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c. |
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You shall have, with
respect to the Performance-Based Shares, none of the rights of a holder of
Shares, including the right to vote such Shares and to earn any cash
dividends thereon, until such shares have vested and restrictions lifted.
Additional Shares of Cass common stock resulting from adjustments under
Section XII 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 Agreement. |
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d. |
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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
Secretary. |
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e. |
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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 the terms of the
Plan. |
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Effect
of Other Causes of Termination of Employment. |
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a. |
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You voluntarily
terminate employment prior to normal retirement age, as described in
Section 9 of this Award Agreement. |
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b. |
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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, for reasons other than a Change in
Control. |
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c. |
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Notwithstanding
anything in this Award Agreement to the contrary, your employment or
service with Cass or a Subsidiary is Terminated for Cause including
Termination for Cause. |
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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. |
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Normal
Retirement. Voluntary
resignation upon reaching age 65 with a minimum of 5 years of service
shall be determined to be normal retirement for Plan purposes. Upon
satisfying the age and service conditions for normal retirement, all
Shares granted in this Award Agreement shall no longer be subject to
forfeiture, though such Shares shall not become fully transferrable until
the Vesting Date described in Section 2 of this Award
Agreement. |
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| 10. |
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Tax
Matters. |
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a. |
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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 21. 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. |
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b. |
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You should consult
with your tax advisor regarding the tax consequences of receiving shares
and making the election described in Section 21. |
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Employment and Service. Nothing contained in this Award 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. |
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Listing:
Securities Considerations. Despite anything else in this Award 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. |
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Clawback
Policy. Notwithstanding any
provision to the contrary, in the event Cass materially restates its
financial statements, the result of which is that the Award described
herein would have been lesser if calculated based on restated results, the
Compensation Committee shall have the discretion to rescind, revoke,
adjust or otherwise modify the Award. Such action will be taken consistent
with the Compensation Committee’s governing Clawback Policy, a copy of
which is available from the Secretary of Cass upon request. |
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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. |
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Plan
Provisions Govern. |
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a. |
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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 Award
Agreement. If any provision of this Agreement conflicts with a provision
of the Plan, the Plan provision shall control. |
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b. |
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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. |
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c. |
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Capitalized terms
used but not defined in this Agreement have the meanings given those terms
in the Plan. |
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d. |
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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. |
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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. |
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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. |
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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. |
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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. |
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Descriptive Headings. The descriptive headings of this Award Agreement are inserted for
convenience only and do not constitute a part of this Award
Agreement. |
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| 21. |
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Notices;
Electronic Delivery. All
notices, demands or other communications to be given or delivered under or
by reason of the provisions of this Award 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: |
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a.
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If to
you: |
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b. |
If to the
Company: |
Secretary |
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Cass Information
Systems, Inc. |
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00000 Xxxxxxxxxxx
Xxxxx, Xxxxx 000 |
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Xx. Xxxxx,
Xxxxxxxx 00000 |
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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 21. 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. |
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| 22. |
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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. |
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| 23. |
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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. |
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| 24. |
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Data Privacy.
By executing this Award
Agreement and participating in the Plan, you hereby explicitly and
unambiguously consent to the collection, use, processing and transfer, in
electronic or other form, of personal data by and among, as applicable,
your employer, administrative agents and Cass and other subsidiaries for
the exclusive purpose of implementing, administering and managing your
participation in the Plan. You understand that administrative agents,
Cass, your employer and other subsidiaries may hold certain personal
information about you, including your name, home address and telephone
number, date of birth, social security number or other identification
number, salary/compensation, nationality, job title, any stock or
directorships held in Cass, details of shares awarded, canceled, purchased
or outstanding in your favor, for the purpose of managing and
administering the Plan. You further understand that some or all related
data may be transferred to any third parties assisting Cass in the
implementation, administration and management of the Plan. You understand
that these recipients may be located in your country of residence, or
elsewhere, and that the recipient’s country may have different data
privacy laws and protections than your country of residence. You authorize
the recipients to receive, possess, use, retain and transfer related data,
in electronic or other form, for the purposes of implementing,
administering and managing your participation in the Plan. You understand
that withdrawing your consent may affect your ability to participate in
the Plan. |
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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. |
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PARTICIPANT |
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| Signature |
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Signature |
| By: |
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Date:
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| Title: |
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| Date: |
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