SOUTHWEST BANCORP, INC. (NASDAQ:OKSB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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SOUTHWEST BANCORP, INC. (NASDAQ:OKSB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.

Southwest Bancorp, Inc. Executive Leadership Team Incentive Plan
2017

On February 21, 2017, the Compensation Committee of the Board of
Directors (the Board) of Southwest Bancorp, Inc. (the Company)
recommended, and the Board approved, an amendment to the Companys
Executive Leadership Team Incentive Plan (as amended, the
Incentive Plan) and considered and approved the cash incentive
opportunities for the Incentive Plan.

No awards are payable under the Incentive Plan unless the Company
meets a minimum core net income performance level set by the
Compensation Committee of the Board each year. In addition, no
awards are made with respect to any Company-wide performance
criteria unless a minimum credit quality metric established
annually by the Compensation Committee of the Board is also met.

Award amounts payable to Incentive Plan participants achieving
performance objectives will be calculated as a proportion of
threshold, target, and maximum award levels.Each Incentive Plan
participant will earn a payout percentage that is multiplied by
his/her eligible salary level to create the actual incentive
award amount.For 2017, threshold payout percentage is 0%, the
target payout percentage is 50%, and maximum payout percentage is
100%.The performance objectives are weighted such that a certain
percentage of the total potential award is payable for meeting
each specific performance criteria.For 2017, each Incentive Plan
participants awards are weighed such that 80% of the total
potential award is tied to Company-wide performance objectives
and 20% of the total potential award is tied to individual
performance objectives. Of the 80% of the total potential awards
tied to Company-wide performance objectives, (i) 70% is
attributable to new performance objectives based on the Asset
Quality and Regulatory Capital conditions to closing contained in
Sections 8.2(e) and 8.2(g) of the Agreement and Plan of Merger by
and between Simmons First National Corporation and the Company,
and (ii) 10% is attributable to net income and efficiency ratio.

The Company will pay the earned incentive award in cash on or
before March 15 of the year following the Incentive Plan year and
is contingent only upon the Incentive Plan participants continued
employment with the Company through the date of payment;
provided, however, that if an Incentive Plan participants equity
holdings in the Company falls below the minimum ownership level,
the bonus will be settled in stock and the participant will be
restricted from transferring shares of Company common stock
awarded under the Incentive Plan until the minimum ownership
level is attained.

In the event of a change of control(as defined below), a pro rata
portion of the bonus that would have otherwise been payable in an
Incentive Plan year shall be paid to the Incentive Plan
participants on the effective date of the change of control.In
determining the amount of bonus that would have otherwise been
payable upon a change of control, it will be assumed that the

plan triggers have been satisfied and the performance goals have
been achieved at maximum levels. For purposes of the Incentive
Plan change of control is defined as:

(a) the date any entity or person, including a group as
defined in Section13(d)(iii) of the Securities Exchange
Act of 1934, (Person) shall become the beneficial owner
of, or shall have obtained voting control over, thirty
percent (30%) or more of either (i) the outstanding
common shares of either the Company or Bank SNB or
(ii)the combined voting power of the then outstanding
voting securities of the Company or Bank SNB entitled to
vote in the election of directors;

(b) the consummation of a plan of reorganization, merger
or consolidation involving the Company or Bank SNB or the
sale of all or substantially all of the assets or
deposits of the Company or Bank SNB, except for a
reorganization, merger, consolidation or sale where
(A)the stockholders of the Company or Bank SNB
immediately before such reorganization, merger,
consolidation or sale own directly or indirectly at least
60% of the combined voting power of the outstanding
voting securities of the Company, Bank SNB or other
entity resulting from such reorganization, merger or
consolidation or purchasing the assets or deposits (the
Surviving Company) in substantially the same proportion
as their ownership of voting securities of the
Companyimmediately before such reorganization, merger,
consolidation or sale, (B) no Person beneficially owns,
or has voting control over, thirty percent (30%) or more
of either (i) the then outstanding shares of common stock
of the Surviving Company, or (ii) the combined voting
power of the then outstanding voting securities of the
Surviving Company entitled to vote in the election of
directors, and (C)the members of the Board immediately
before the execution of the agreement providing for such
reorganization, merger, consolidation or sale constitute
at least half of the members of the board of directors of
the Surviving Company, or of a company beneficially
owning, directly or indirectly, a majority of the voting
securities of the Surviving Company; or

(c) the date there shall have been change in a majority
of the Board of either the Company or Bank SNB within a
12-month period unless the nomination of each new
director was approved by the vote of two-thirds (2/3) of
directors then still in office who were in office at the
beginning of the 12-month period.


About SOUTHWEST BANCORP, INC. (NASDAQ:OKSB)

Southwest Bancorp, Inc. is a financial holding company. The Company operates through four segments: Oklahoma Banking, Texas Banking, Kansas Banking and Other Operations. The Oklahoma Banking segment provides deposit and lending services and consists of residential mortgage lending services to customers. The Texas Banking segment and the Kansas Banking segment provide deposit and lending services. Other Operations segment includes funds management unit and corporate investments. The Company focuses on providing a range of commercial and consumer banking services, including commercial and consumer lending, deposit and investment services, specialized cash management, and other financial services and products. The Company focuses on the financial needs of healthcare and health professionals, commercial real estate borrowers, businesses and the managers and owners, commercial lending and energy banking.

SOUTHWEST BANCORP, INC. (NASDAQ:OKSB) Recent Trading Information

SOUTHWEST BANCORP, INC. (NASDAQ:OKSB) closed its last trading session up +0.05 at 27.10 with 65,393 shares trading hands.