EX-10.2







Effective 09/1/2012





MANDATORY RETIREMENT AGE POLICY – CHIEF EXECUTIVE OFFICER




Southwest Bancorp, Inc. (“Southwest” or “Company”) and any subsidiaries or related companies,
including, but not limited to, Stillwater National Bank and Trust Company, and the Board of
Directors for the Company (the “Board”), hereby implement the following mandatory retirement age
policy. This policy, effective immediately, will apply to the position of Chief Executive Officer
(“CEO”) of the Company, which is a “bona fide executive and/or high policy-making position” as
defined by the Age Discrimination in Employment Act (“ADEA”), and is therefore eligible for
application of a mandatory retirement age policy.



I. MANDATORY RETIREMENT – 68 YEARS OF AGE



As a pre-condition to accepting the job as CEO of the Company, he/she must read, acknowledge
and agree (in writing) to the terms of this policy. In doing so, the CEO will agree to the
following terms and conditions:



A. If he/she remains employed by the Company as CEO on his/her
Sixty Eighth (68th) birthday, and he/she has been in the
position of CEO (or another “bona fide executive and/or high
policy-making position” as defined by the ADEA) for no less than two
(2) calendar years prior to that date, he/she will voluntarily
resign from his/her employment as CEO of the Company. If he/she
refuses to voluntarily resign, then his/her employment will be
involuntarily terminated pursuant to the terms of this policy. In
the event that the termination is involuntary, the balance of the
terms of this policy will still equally apply.



B. Subsequent to his/her resignation on or about his/her
68th birthday, the CEO will be entitled to an immediate,
non-forfeitable annual retirement benefit from his/her Southwest
pension, profit-sharing, savings, or deferred compensation plan, or
any combination of those plans, which equals in the aggregate at
least Forty Four Thousand Dollars ($44,000) per year.



C. Nothing in this policy will modify, alter or otherwise
change any other contractual and/or “at-will” employment provisions
which control the employment status of the CEO. This includes, but
is not limited to, the fact that this policy does not guarantee the
CEO employment until his/her 68th birthday, nor does it
negate in any way the ability of the Company to exercise any and all
of its contractual and/or “at-will” powers to terminate the
employment of the CEO prior to his/her 68th birthday (or
after it) for legitimate business reasons that are wholly unrelated
to this policy.



II. DISCRETIONARY WAIVER BY THE BOARD OF DIRECTORS



The Board retains the right, in its sole discretion, to waive the application and enforcement
of this policy as it relates to the CEO. Specifically, after the CEO reaches the age of
Sixty Eight (68), a simple majority of the Board (i.e. 51%) must annually approve a one year waiver
of the policy. If a simple majority does not vote for a waiver of the policy, it will be
immediately enforced.



After the CEO reaches the age of Seventy (70), a super majority of the Board (i.e. 66%) is
required to approve any additional one year waivers of the policy. If a super majority does not
vote for a waiver of the policy, it will be immediately enforced. .








ACKNOWLEDGEMENT OF RECEIPT OF

MANDATORY RETIREMENT AGE POLICY – CHIEF EXECUTIVE OFFICER




By signing this document below I acknowledge, understand and agree that I have received a copy
of the Mandatory Retirement Age Policy – Chief Executive Office and I understand the contents of
the Policy and the reasons behind the Policy. I further agree to adhere to the terms of the Policy
as a condition of accepting the position of Chief Executive Officer.



Witness CHIEF EXECUTIVE OFFICER



Date Signed