EX-99 3 umbf-ex_683936.txt 12/19/2000 STOCK OPTION AGREEMENT UMB FINANCIAL CORPORATION STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, made and entered into this 19th day of December 2000, by and between UMB FINANCIAL CORPORATION (the "Company"), and Mr. R. Crosby Kemper, Jr., an employee of the Company, or one of its subsidiaries, as the case may be (the "Employee"). WHEREAS, the Company desires, by affording the Employee an opportunity to purchase shares of its common stock, $1.00 par value ("Common Stock"), as hereinafter provided, to carry out the purpose of the 1992 Incentive Stock Option Plan of the Company ("the "Plan"); NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the parties hereto do hereby agree as follows: 1. Grant of Option The Company hereby irrevocably grants to the Employee, subject to the Plan (the terms and provisions of which are incorporated herein by reference as if fully set forth herein) and pursuant to the resolution of the Officers Salary and Stock Option Committee adopted as of December 19, 2000, (the "Grant Date") the right and option (the "Option") to purchase all or any part of an aggregate of 2877 shares of Common Stock (such number being subject to adjustment as provided in Paragraph 8 hereof), on the terms and conditions herein set forth. 2. Option Price The purchase price of the shares of Common Stock subject to the Option shall be $38.0187 per share (such amount being subject to adjustment as provided in Paragraph 8 hereof), and the purchase price of all shares as to which the Option is exercised shall be paid either in cash or, with the consent of the Company, in stock of the Company at or prior to the time the certificates for such shares are delivered. 3. Term of Option The term of the Option shall be for a period of ten years from the Grant Date, or five years from the Grant Date if the Employee owns stock possessing more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Company or any Subsidiary Corporation, subject to earlier termination, as provided in Paragraphs 6 and 7 hereof. Subject to the provisions of this Agreement, the Option shall not be exercisable until the Employee has completed four years and eleven (11) months of continuous employment after the Grant Date at which time it shall become fully exercisable. In the event the Employee would, in accordance with the computation above, otherwise be entitled to exercise the Option for a fractional share, the number of shares for which the Option first becomes exercisable shall be rounded to the next highest whole share. In the event of any partial exercise of the Option, the portion of the Option exercised shall be for the shares subject to the Option which became exercisable at the earliest date. 4. Restrictions on Right to Exercise Option (a) The Option shall not be exercisable with respect to a fractional share or with respect to fewer than ten (10) shares or the remaining shares then subject to the Option, if less than ten (10). (b) The Option shall not be exercisable in whole or in part unless or until a Registration Statement under the Securities Act of 1933 covering the common stock to be issued pursuant to the exercise of the Option shall have been filed and become effective and the Employee agrees that his right of exercise is subject to and contingent upon such Registration Statement being effective and current at the time of exercise. The Company has previously filed such a Registration Statement and hereby agrees to keep such Registration Statement current and effective as to stock covered by the Option during the period which the Option may be exercised. (c) Except as provided in Paragraphs 6 and 7, the Option shall not be exercisable in whole or in part unless the Employee is in the employ of the Company and/or a "subsidiary corporation" of the Company as that term is defined in Section 425 of the Internal Revenue Code ("Subsidiary Corporation") and shall have been continuously so employed by the Company and/or Subsidiary Corporations since the date the Option was granted to the Employee. (d) IF THE EMPLOYEE SHALL SELL ALL OR. ANY PART OF THE COMMON STOCK PURCHASED HEREUNDER WITHIN ONE (1) YEAR FROM THE DATE OF THE PURCHASE THEREOF, THE OPTION (AND ANY OTHER OPTION OR OPTIONS HELD BY THE EMPLOYEE UNDER THE PLAN), TO THE EXTENT THERETOFORE UNEXERCISED, SHALL THEREUPON TERMINATE, AND THE EMPLOYEE SHALL BE INELIGIBLE TO RECEIVE ANY OTHER OPTION UNDER THE PLAN. 5. Non-Transferability The Option shall not be transferable otherwise than by will or laws of descent and distribution, and during the lifetime of the Employee may be exercised only by the Employee. The Employee may designate a beneficiary to exercise the Option after the Employee's death by filing a written designation of beneficiary with the Committee prior to the Employee's death. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof and the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. 6. Termination of Employment (a) In the event that the employment of the Employee shall be terminated other than by death, termination of employment by the Employee after attaining age fifty-five with twenty years of service or permanent disability the Option shall terminate and cease to be exercisable immediately. (b) Should the Employee terminate his or her employment after attaining fifty-five years of age with twenty years of service or become permanently disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code, as amended) and cease by reason thereof to be an employee of the Company or a Subsidiary Corporation, the Option may be exercised by the Employee (to the extent that the Employee was entitled to do so immediately prior to the cessation of employee status) at any time within three (3) months of the effective date of such termination of service or within one (1) year after such cessation of employee status by virtue of such disability, but in no event after the expiration of the term for which the Option is granted. 7. Death of Employee If the Employee shall die while employed by the Company or a Subsidiary Corporation, or within three (3) months from the date of Employee's election to terminate his or her employment after attaining age fifty-five with twenty years of service or within one (1) year after the termination of his employment by reason of permanent disability (as defined above), the Option may be exercised (to the extent that the Employee shall have been entitled to do so at the date of his death) at any time within six (6) months after the date of such death (whether or not the three months or the one-year period, as the case may be, specified in Paragraph 6(b) had commenced to run on the date of his or her death), but in no event after the expiration of the tern for which this option is granted, by the beneficiary designated in a written designation filed with the Committee prior to the Employee's death. If the designated beneficiary does not survive Employee, the Option shall become an asset of Employee's estate to be exercised by the personal representative or administrator of Employee's estate. 8. Adjustments In the event of any stock dividend, stock split or recapitalization, the number of shares subject to the Option and the purchase price thereof shall be proportionately adjusted. 9. Method of Exercising Option Subject to the terms and conditions of the Option Agreement, the Option may be exercised by written notice to the Company in care of its Secretary at its address of P. O. Box 419226, Kansas City, Missouri 64141-6226. Such notice shall state the election to exercise the option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons exercising the Option. Such notice must be accompanied by payment of the full purchase price of such shares, and the date such notice and payment is received shall be the "Exercise Date." Payment of such purchase price shall in either case be made either by check payable to the order of the Company, or if the Company consents to have payment made in shares of the Company, by delivery of certificates for the requisite number of shares. The certificate or certificates for the shares as to which the Option shall have been exercised shall be registered in the name of the person or persons so exercising the Option and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised pursuant to Paragraph 7 hereof by any person or persons other than the Employee, such notice shall be accompanied by evidence of the authority of such person or persons to exercise the Option and evidence satisfactory to the Company that any death taxes payable with respect to such shares have been paid or provided for. 3 10. RIGHTS OF THE COMPANY IN THE EVENT OF COMPETING EMPLOYMENT THE EMPLOYEE HEREBY AGREES THAT ANY AND ALL OPTIONED SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE COMPANY IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF THIS PARAGRAPH 10 AND THAT SUCH PROVISIONS SHALL SURVIVE THE EXERCISE OF THIS OPTION: In the event the employment of the Employee with the Company or any Subsidiary Corporation shall be terminated for any reason, and the Employee within two (2) years thereafter becomes employed by any person, business or entity engaged in business in competition with the business of the Company or any Subsidiary Corporation, or in any other manner, directly or indirectly, on his or her own account, by or through any other individual or entity, as an officer, director, employee or stockholder of a corporation, as a partner, employee or joint venturer, competes with the business of the Company or any Subsidiary Corporation, at a business location which is within a radius of thirty (30) miles of any business location of the Company or any Subsidiary Corporation, the Employee will pay to the company (or its assigns) within thirty (30) days after demand by the Company, an amount equal to the excess, if any, of (a) the fair market value on the date of exercise of the shares of Common Stock of the Company acquired upon exercise of this Option which were exercised at any time within the two (2) year period preceding the commencement of such competition, over (b) the purchase price paid for such shares. Such amount shall be subject to appropriate adjustment in the case of stock dividends, stock splits or recapitalization. The employee further agrees that the Company shall have a right of set-off against any sums due him or her from the Company or a Subsidiary Corporation in the form of wages, bonuses or vacation pay for all sums due the Company under this paragraph. 11. No Waiver The failure of the Company in any instance to exercise any of its rights granted under this Agreement shall not constitute a waiver of any other rights that may subsequently arise under the provisions of this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. 12. No Employment Contract Except to the extent the terms of any written employment contract between the Company and Employee may expressly provide otherwise, the Company shall be under no obligation to continue the employment of the Employee for any period of specific duration and may terminate the employment of the Employee at any time, with or without cause. 13. Notices Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company in care of its Secretary at its address of P. O. Box 419226, Kansas City, Missouri 64141-6226. Any notice required to be given or delivered to the Employee shall be in writing and addressed to the Employee at the address indicated below the Employee's signature line on this Agreement. All notices shall be deemed to 4 have been given or delivered upon personal delivery or upon deposit in the U. S. mail, postage prepaid and properly addressed to the party to be notified. 14. Construction This Agreement and the Option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the express terms and provisions of the Plan. 15. General The Company shall pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of the Option shall not have any rights of a stockholder with respect to the shares subject to the Option until such individual shall have exercised the Option, paid the Option Price and such shares have been transferred to the holder on the books and records of the Company upon the exercise of the Option. IN WITNESS WHEREOF, this Stock Option Agreement has been duly executed on behalf of the Company by the duly authorized officers of the Company, and by the Employee, on the day and year first above written. UMB FINANCIAL CORPORATION By: ________________________________________ Office of the Chairman ATTEST: ____________________________ Secretary ____________________________________________ R. Crosby Kemper, Jr., Employee 1010 Grand Avenue Kansas City, Missouri 64106