RETENTION BONUS AGREEMENTRetention Bonus Agreement • April 20th, 2017 • Umb Financial Corp • National commercial banks • Missouri
This RETENTION BONUS AGREEMENT (this “Agreement”) is made between Andrew J. Iseman and UMB Financial Corporation (for itself and its subsidiaries, collectively referred to as the “Company”). You are a key member of management of Scout Investments, Inc. (“Scout”), a subsidiary of the Company, and the Company has determined that additional incentive, beyond your regular cash compensation and benefits, should be provided to reinforce and encourage your continued dedication to your duties and sustained level of performance, without distraction in the event of a possible Transaction. For purposes of the foregoing, a “Transaction” shall mean the merger, consolidation or combination of Scout with a third party unaffiliated with Scout (a “Buyer”), as a result of which Scout is not the surviving entity; the sale of all or substantially all of the assets of Scout to a Buyer; or a sale of at least fifty percent (50%) of the outstanding equity interests of Scout to a Buyer.
STOCK PURCHASE AGREEMENT among UMB FINANCIAL CORPORATION, CARILLON TOWER ADVISERS, INC. and RAYMOND JAMES FINANCIAL, INC. (solely for purposes of Sections 5.03(a), 5.18, 9.02, 10.01, 10.07 and 10.13) Dated as of April 19, 2017Stock Purchase Agreement • April 20th, 2017 • Umb Financial Corp • National commercial banks • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 19, 2017, is entered into by and among: (i) UMB FINANCIAL CORPORATION, a Missouri corporation (the “Seller”); (ii) CARILLON TOWER ADVISERS, INC., a Florida corporation (the “Purchaser”); and (iii) solely for purposes of Sections 5.03(a), 5.18, 9.02, 10.01, 10.07 and 10.13, RAYMOND JAMES FINANCIAL, INC., a Delaware corporation and the direct parent of the Purchaser (“Raymond James”). Capitalized terms used, and not otherwise defined, herein shall have the meanings assigned to such terms in Article I.
