Exhibit 10.9
CASS INFORMATION SYSTEMS,
INC.
AMENDED AND RESTATED
OMNIBUS STOCK AND PERFORMANCE COMPENSATION PLAN
RESTRICTED STOCK AWARD
AGREEMENT
| Number of
Restricted Shares/Units subject to this Award: |
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We are pleased to inform
you that, as an employee of Cass Information Systems, Inc. (“Cass” or “the
Company”) or one of its Subsidiaries, you are granted an Award of Time Based
Restricted Stock Units (RSUs) and Performance-Based Restricted Shares
(“Performance Shares”) under the Cass Information Systems, Inc. Amended and
Restated Omnibus Stock and Performance Compensation Plan (the “Plan”). Each RSU
or Performance Share under this Award is equivalent to one share of Cass common
stock (“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, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇
▇▇▇▇▇, 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 RSUs. With
respect to forty percent (40%) of your Award covering ______ RSUs 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 RSUs and Cass shall deliver
the equivalent number of shares of Stock to you effective three years from
the date of grant. Cass shall deliver the Stock 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 covering ____ Performance 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 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 Shares shall vest based on achievement of earnings per share
(“EPS”) and return on equity (“▇▇▇”) 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 (▇▇▇) |
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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 Performance 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 ▇▇▇ goals shall be based on the average ▇▇▇ measured by
calculating the average of each of the calendar year’s annual average ▇▇▇
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
Performance 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 ▇▇▇ 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 ▇▇▇
performance to determine the total percentage earned. The number of
Performance Shares earned will then be determined by taking the number of
Performance 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 ▇▇▇
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 Shares earned, as described in Sections 2.b (i) –
(v), and Cass shall deliver the shares of Stock 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 of Stock to you as described in
Section 3 of this Award Agreement. |
| 3. |
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Issuance of Restricted
Shares |
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a. |
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Time-Based RSUs
shall mean a nonvoting unit
of measurement which is deemed for bookkeeping purposes to be equivalent
to one outstanding share of Cass common stock, $0.50 par value per share,
solely for purposes of the Plan or this Award Agreement. The RSUs shall be
used solely as a device for the determination of the payment to eventually
be made to the recipient if such RSUs vest pursuant to this Award
Agreement. The RSUs shall not be treated as property or as a trust of any
kind. RSUs shall be a bookkeeping entry subject to the restrictions of
this Award Agreement until such time the RSUs 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. |
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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 Stock on account of the vesting of Performance 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 Performance Shares, Cass shall provide instructions
to the depository institution (or other institution specified by Cass) to
issue to recipient shares of Stock earned in book entry form without
restriction. The delivery of shares of Stock in the event of a Death,
Total Disability or a Change of Control is set forth in Section 4.b.
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
RSUs. 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 RSUs and Cass shall
deliver the shares of Stock 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
RSUs 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 RSUs and Cass shall deliver the shares of
Stock subject to this Award Agreement to you. Subsequently, such RSUs
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 Stock 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 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 stock related to Performance 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 Shares will
immediately vest and restrictions shall lapse at the Target Performance
level and Cass shall deliver the shares of Stock to the recipient as
explained in Section 3.b. as if the Restriction Period has
ended. |
| 5. |
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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 Date of RSUs or Performance 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 RSUs and Performance Shares. |
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| 6.
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Restrictions. In
association with the other terms of this Award Agreement and in accordance
with the Plan, the RSUs and Performance Shares shall be subject to the
following restrictions: |
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a. |
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Neither the RSU or Performance Shares or any
interest in them or 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 of
Stock 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 Performance-Based Shares, none of the rights of a holder of
Stock, including the right to vote such Stock and to earn any cash
dividends thereon, until such Performance Shares have vested and
restrictions lifted. Additional shares of Stock resulting from adjustments
under Section XII of the Plan with respect to Performance Shares subject
to this Award Agreement shall be treated as additional Performance Shares
subject to the same restrictions and other terms of this Award
Agreement. |
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c. |
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You shall have, with
respect to RSUs, none of the rights of a holder of Stock, including the
right to vote. Notwithstanding the preceding, dividends paid on Stock
which are represented by RSUs will be accrued, but not paid, during the
Restriction Period. To the extent that such RSUs become vested in
accordance with Sections 2(a) or 4(a), such accrued dividends will be paid
in cash to you at the time the Stock, related to the vesting of RSUs, is
paid to you. |
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d. |
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During your lifetime,
Stock shall only be delivered to you. Any Stock transferred in accordance
with this Award Agreement shall continue to be subject to the terms and
conditions of this Award Agreement. Any transfer permitted under this
Award 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
Stock for Performance Shares or RSUs 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, Stock for Performance Shares or RSUs 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. |
| 7. |
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Effect of Other Causes of
Termination of Employment. The following occurrences will result in the
forfeiture of all outstanding Performance Shares or
RSUs: |
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a. |
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You terminate employment prior to Normal
Retirement, as described in Section 9 of this Award Agreement. For these
purposes, employment terminations shall not include those due to death,
Total Disability or a Change in Control. |
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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. |
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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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| 9. |
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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 requirement for Normal Retirement, all
Performance Shares and RSUs granted in this Award Agreement shall no
longer be subject to forfeiture, though such Performance Shares and RSUs
shall not be paid in Stock until the Vesting Date described in Section
2.a. 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 and
employment tax withholding (and state and local income tax withholding, if
applicable) may be required with respect to any income and employment tax
recognized when Performance Shares and RSUs are no longer subject to
forfeiture or become vested. 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 Stock that would otherwise be delivered to
you or (ii) you can deliver to Cass, Stock 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 Stock, and
provided further that your election shall be irrevocable and subject to
the approval of the Committee. If the cessation of forfeiture conditions
for Performance Shares and RSUs results in employment tax liability, you
authorize Cass to withhold necessary employment taxes from other
compensation, including wages, paid to you by Cass. |
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b. |
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You should consult
with your tax advisor regarding the tax consequences of receiving
Performance Shares and making the election described in Section
22. |
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| 11. |
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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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| 12. |
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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 Performance
Shares or RSUs 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 Performance Shares or RSUs, or the removal of any
restrictions imposed on such Performance Shares or RSUs, such Performance
Shares or RSUs shall not be issued, in whole or in part, or the
restrictions on the Performance Shares or RSUs 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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| 13. |
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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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| 14. |
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Binding
Effect. This Award
Agreement shall inure to the benefit of and be binding on the parties to
this Award 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 Award Agreement under circumstances where the provision
appropriately applies to the heirs, executors, administrators, or legal
representatives to whom Stock related to the vesting of Performance Shares
and RSUs 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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| 15. |
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Plan
Provisions Govern. |
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a. |
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This Award Agreement
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 Award 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 Award 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 Award 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 Award Agreement subject to all of the
terms and provisions of the Plan. You have reviewed the Plan and this
Award Agreement in their entirety and fully understand all provisions of
the Plan and this Award 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 Award Agreement. |
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| 16. |
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Governing Law and Venue. This Award 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 Award 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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| 17. |
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Severability.
If any term or provision of
this Award Agreement, or the application of this Award 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 Award 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 Award
Agreement, and the remainder of this Award 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 Awarrd Agreement
shall be valid and enforceable to the fullest extent permitted by
law. |
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| 18. |
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Entire Agreement;
Modification. The Plan and
this Award Agreement contain the entire agreement between the parties with
respect to the subject matter contained in this Award 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 Award
Agreement, as it may be amended from time to time by a written document
signed by each of the parties to this Award Agreement. Any oral or written
agreements, representations, warranties, written inducements, or other
communications with respect to the subject matter contained in this Award
Agreement made before the signing of this Award Agreement shall be void
and ineffective for all purposes. |
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| 19. |
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Counterparts.
This Award 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 Award Agreement. |
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| 20. |
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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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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ |
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▇▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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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 Award 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 Performance 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 Performance Shares and RSUs
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 Award 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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