EX-10.2






THE STILLWATER NATIONAL BANK AND TRUST COMPANY

DIRECTORS’ DEFERRED COMPENSATION PLAN

(2008 PLAN AGREEMENT)














Directors’ Deferred Compensation Agreement














AGREEMENT, made this 26th day of December, 2007, effective as of the following January 1, 2008, by
and between James M. Johnson (the “Participant”), and Stillwater National Bank and Trust Company
(the “Bank”).



WHEREAS, the Bank has established the Stillwater National Bank and Trust Company Directors’
Deferred Compensation Plan, and the Participant is eligible to participate in said plan;



WHEREAS, the parties hereto wish to enter into the agreements described below to provide for
deferral of compensation earned by the Participant during calendar year 2008 (“Deferral Year”),
which agreements shall constitute the Stillwater National Bank and Trust Company Directors’
Deferred Compensation Plan with respect to the Participant for the Deferral Year (the “Plan”);



WHEREAS, the parties intend that the Plan comply with Section 409A of the Internal Revenue Code
(“Code”), including final regulations and other applicable guidance thereunder (collectively
“§ 409A”);



NOW THEREFORE, it is mutually agreed as follows:




	1.	 	The Participant, by the execution hereof, agrees to participate in the Plan upon the terms
and conditions set forth herein, and, in accordance therewith, makes the following elections:






	 	(a)	 	The amount of compensation which the Participant hereby elects to defer is
(percentages elected must be 0% or more than 10%):






	 	(i)	 	 50  percent ( 50 %) of the amount of
Deferral Year retainer(s) otherwise earned; and/or






	 	(ii)	 	 50  percent ( 50 %) of all amounts of
board and committee meeting fees during the Deferral Year.






	 	(b)	 	The election of the amount of deferred compensation in Section 1(a) is valid
only if made before January 1 of the Deferral Year.






	 	(c)	 	The election of the amount of deferred compensation in Section 1(a) is
irrevocable as of January 1 of the Deferral Year.






	 	(d)	 	Until distributed to the Participant, the amounts deferred pursuant to Section
1(a) hereof shall appreciate for each calendar quarter in a calendar year as though
they were invested in an uninsured, nondeposit fund account having an annual return for
each calendar quarter equal to one percentage point (1.00%) less than the annualized
average interest rate earned (non-taxable equivalent) by the Bank on average
interest-earning assets for the previous calendar quarter, as calculated in good faith
by the Bank.






	 	(e)	 	The amounts deferred and any accumulated income on such deferrals shall be
distributed beginning during the first 15 days of January of:





[Choose One]





	 	(i)	 	Option I: the calendar year immediately following the year in which
the Participant no longer serves as a director of the Bank and any of its
successors or affiliates.






	 	(ii)	 	Option II: the year in which the Participant attains 72 years of age.






	 	(iii)	 	Option III: the later of the calendar year immediately following the
year in which the Participant no longer serves as a director of the Bank and
any of its successors or affiliates, and      ,      (a specific
date not later than the year in which the Participant will attain 72 years of
age).






With respect to Options I and III, a former director who continues to serve as an
independent contractor after ceasing to serve as a director may not receive a
distribution; in contrast, a former director who continues as an employee may
receive a distribution.




	2.	 	Notwithstanding Section 1(e), the amounts deferred and any accumulated income on such
deferrals shall be distributed on the earliest of the following events, if any such event
occurs before the event elected in Section 1(e)(i)-(iii): (1) the date, if any, specified in
Section 1(e)(iii), above; (2) the Participant’s disability; (3) the occurrence of an
unforeseeable emergency of the Participant, and (4) a Change in Control of the Bank or
Southwest Bancorp, Inc, provided that, in the event that the Participant was not only a
director but also a Specified Employee as defined in Section 7 as of the date of separation
from service as a director, then no distribution may be made before (A) the expiration of six
months after the date of separation from service, or (B) the Participant’s earlier death.






	 	(a)	 	The Participant, pursuant to the Plan, hereby elects to have the amount
deferred and any related accumulated earnings distributed as follows:





[Choose One]





	 	(i)	 	monthly over a ten-year period





	 	 	 
	(ii)

(iii)

(iv)

	 	monthly over a five-year period

monthly over a fifteen-year period

in a lump sum







	 	(b)	 	All distributions made pursuant to the Plan and this Agreement will be made in
cash.






	3.	 	The Participant hereby designates the following to be his or her beneficiary and to receive
the balance of any unpaid deferred compensation and related earnings:





	 	 	 
	Name: Laura S. Johnson  Relationship: ________Wife__________________

	 

	Address:

	 	672 Trailwood Lane, Marietta, GA 30064  
	
 
	 	 







	4.	 	Except for the beneficiary designation made in Section 3 hereof (which may be revised at any
time and from time to time), the elections made herein may be changed only with respect to the
time and form of payment of the amounts deferred during the term of the Agreement, and only if
each of the following requirements is satisfied:






	 	(a)	 	the change does not take effect until at least 12 months after the date the
Participant elects the change,






	 	(b)	 	the changed payment date must be at least five years after the date payment
would otherwise have been paid (or, in the case of installment payments treated as a
single payment, five years from the date the first amount was scheduled to be paid),
provided, however, that this requirement does not apply to payment on account of death,
disability or unforeseeable emergency; and






	 	(c)	 	with respect to payments under Section 1(e) or 2(a), the change is made not
less than 12 months before the payment is scheduled to be paid (or, in the case of
installment payments treated as a single payment, 12 months before the date the first
amount was scheduled to be paid).






	5.	 	The Bank agrees to make payment of the amount due the Participant in accordance with the
terms of the Plan and the elections made by the Participant herein.






	6.	 	The Plan is an unfunded plan. The Participant and beneficiary are general, unsecured
creditors of the Bank for the payment of benefits under this Agreement.






	7.	 	Definitions. .






Change in control means:




	 	(a)	 	the date any entity or person, including a group as defined in Section
13(d)(iii) of the Securities Exchange Act of 1934, shall become the beneficial owner of
50 percent or more of the outstanding common shares of the Bank or Southwest Bancorp,
Inc.;






	 	(b)	 	the closing of a transaction (i) to merge or consolidate either the Bank or
Southwest Bancorp, Inc. with or into another corporation in which the Bank or Southwest
Bancorp, Inc. is not the continuing or surviving corporation or pursuant to which any
common shares of the Bank or Southwest Bancorp, Inc. would be converted into cash,
securities, or other property of another, other than a merger of the Bank or Southwest
Bancorp, Inc. in which holders of common shares immediately prior to the merger have
the same proportionate interest of common stock of the surviving corporation
immediately after the merger as immediately before, or (ii) to sell or otherwise
dispose of substantially all of the assets of the Bank or Southwest Bancorp, Inc.; or






	 	(c)	 	the date there shall have been change in a majority of the Board of the Bank or
Southwest Bancorp, Inc. 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.






The decision of the Board as to whether a change in control has occurred shall be conclusive
and binding and shall be a ministerial rather than a discretionary decision.




Disability: The Participant will be deemed disabled for purposes of Section 2 if he is
determined to be totally disabled by the Social Security Administration.




Specified Employee shall mean those employees designated by the Committee annually as of
December 31 as a Specified Employee. The Committee shall designate as Specified Employees
participants in The Stillwater National Bank and Trust Company Employees Profit Sharing Plan
who are designated as key employees under section 416 of the Code as of that December 31,
plus any other employees not participating in the Profit Sharing Plan who would be
designated as key employees were they participants in the Profit Sharing Plan. Any
individual so designated who is still employed as of the following April 1 shall become a
Specified Employee from April 1 through the next March 31. If a Change in Control occurs,
the Committee has authority to determine alternative methods for designating Specified
Employees and satisfying the six-month delay rule, to the extent permitted by Treas. Reg. §
1.409A-1(i).




Unforeseeable emergency: An unforeseeable emergency is: a severe financial hardship to the
Participant resulting from: an illness or accident of the Participant, his spouse,
beneficiary or dependent (as defined in Code Section 152 without regard to subsections
(b)(1), (b)(2), and (d)(1)(B) thereof); or loss of the Participant’s property due to
casualty (including the need to rebuild a home following damage to a home not otherwise
covered by insurance, for example, not as a result of a natural disaster); or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the Participant. Whether the Participant is faced with an unforeseeable
emergency permitting a distribution under Section 2 is to be determined by the Committee (as
defined in Section 9) based on the relevant facts and circumstances of each case, but, in
any case, a distribution on account of unforeseeable emergency may not be made to the extent
that such emergency is or may be relieved through reimbursement or compensation from
insurance or otherwise, by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not cause severe financial hardship, or by cessation of
deferrals under the Plan. Distributions because of an unforeseeable emergency must be
limited to the amount reasonably necessary to satisfy the emergency need (which may include
amounts necessary to pay any Federal, state, local, or foreign income taxes or penalties
reasonably anticipated to result from the distribution).




	9.	 	The Compensation Committee (“Committee”) of the Board of Directors of the Southwest Bancorp,
Inc. (“Board”) shall have authority to administer the Plan. In the absence at any time of a
duly appointed Committee, the Plan shall be administered by the Board. Except as limited by
the express provisions of the Plan or by resolutions adopted by the Board, the Committee’s
authority includes the following:






	 	(a)	 	authority to delegate Plan administration functions to employees of Southwest
Bancorp, Inc. or the Bank or their affiliates or other agents;






	 	(b)	 	authority to prescribe, amend and rescind rules and regulations relating to the
Plan;






	 	(c)	 	authority to determine eligibility for benefits, the amount and payment of
benefit claims and resolution of claim disputes.






In administering the Plan, the Committee has full discretionary authority to make factual
determinations, to construe the terms of the Plan, to determine compliance with § 409A, and
to otherwise interpret the Plan (including ambiguous provisions), provided that no Committee
member may participate in a Committee decision on his or her individual claim for benefits
under the Plan. The Committee’s decisions shall be binding, final and conclusive upon all
parties.



IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first
above-written.



PARTICIPANT



/s/ James M. Johnson



James M. Johnson



STILLWATER NATIONAL BANK



AND TRUST COMPANY



By /s/Kerby E. Crowell



Kerby E. Crowell, EVP/CFO/Sec.



Printed name and title