EX-10.6






SOUTHWEST BANCORP, INC. AND AFFILIATES

AMENDED AND RESTATED SEVERANCE COMPENSATION PLAN




The Stillwater National Bank and Trust Company Severance Compensation Plan originally was
made and entered into by Stillwater National Bank and Trust Company, for the benefit of certain
officers, key management and highly compensated employees effective June 24, 1993, and was amended
and restated effective July 24, 1997 and August 26, 2004. It is hereby further amended and restated
as of January 1, 2008. The purpose of the Plan as amended and restated is to protect and retain
certain officers, key management and highly compensated employees of Southwest Bancorp, Inc.
(“Southwest”) and its affiliates in the event of a Change in Control and to reward those employees
for loyal service to Southwest by providing for severance compensation to them upon their
termination of employment after a Change in Control as provided herein.



ARTICLE I

DEFINITIONS




The terms defined in this Article shall have the meanings given below:




	 	1.1	 	Affiliate means any corporation, partnership, business trust, or other business
entity of which Southwest has or acquires direct or indirect voting power over 50
percent or more of the outstanding common shares or equivalent voting interests, and
shall include, without limitation, SNB-Stillwater and SNB-Wichita.





1.2 Annual Earnings means one-year’s Earnings at the higher of the rate in effect;



(a) upon the Change in Control; or



(b) immediately prior to the Participant’s Qualified Termination of Service.



1.3 Board means:




	 	(a)	 	the Board of Directors of Southwest; and






	 	(b)	 	the Board of Directors of the Southwest Company that employs,
or intends to employ, the Participant at the date the Participant is selected
for participation in the Plan, unless that Southwest Company does not execute
the Plan.






	 	1.4	 	Change in Control means:






	 	(a)	 	the date any entity or person, including a group as defined in
Section l3(d)(iii) of the Securities Exchange Act of 1934 shall become the
beneficial owner of, or shall have obtained voting control over, 50 percent or
more of the outstanding common shares of either Southwest or SNB-Stillwater;






	 	(b)	 	the date the shareholders of either Southwest or SNB-Stillwater
approve a definitive agreement (i) to merge or consolidate either Southwest or
SNB-Stillwater with or into another corporation in which either Southwest or
SNB-Stillwater, respectively, is not the continuing or surviving corporation or
pursuant to which any common shares of either Southwest or SNB-Stillwater would
be converted into cash, securities, or other property of another, other than a
merger of either Southwest or SNB-Stillwater 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 either Southwest or SNB-Stillwater; or






	 	(c)	 	the date there shall have been change in a majority of the
Board of either Southwest or SNB-Stillwater 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 Committee shall determine whether a Change in Control has occurred. The
Committee’s decision is discretionary and shall be conclusive and binding.



1.5 Code means the Internal Revenue Code of 1986, as amended.




	 	1.6	 	Committee means the Compensation Committee of the Southwest Board. Any function
exercisable by such Committee may also be exercised by the Board.






	 	1.7	 	Earnings means only the annual rate of salary (base cash compensation) payable
to the Participant by Southwest and any Affiliates of the Bank, and shall not include
overtime, bonus, commissions, or any non-cash amounts (including amounts attributable
to stock options). Earnings shall not be reduced by amounts excluded from gross income
under Sections 125, 402(a)(8) or 402(h) or limited as provided under Section 401(a)(17)
of the Internal Revenue Code of 1986, as amended (“Code”).






	 	1.8	 	Effective Date means January 1, 2008 with respect to this amendment and
restatement.






	 	1.9	 	Good Reason shall mean a reason for the Participant’s voluntary termination of
employment within one of the following categories, provided that termination occurs
within two years of the initial existence of the reason for termination:






	 	(a)	 	a material reduction in Participant’s Earnings in effect
immediately prior to a Change in Control or as increased thereafter;






	 	(b)	 	the assignment of Participant without Participant’s consent to
(i) a location outside of the metropolitan statistical area (“MSA”) in which
such Participant was assigned at the date of the Change in Control, or (ii) if
Participant was not assigned in an MSA at such date, a location more than 75
miles from the location to which Participant was assigned at the date of the
Change in Control;






	 	(c)	 	a material reduction in the authority or responsibility that
Participant had immediately prior to the Change in Control;






	 	(d)	 	a material reduction in the authority or responsibility that
the person or group to whom the Executive is required to report had immediately
prior to the Change in Control;






	 	(e)	 	a material reduction in the level of incentive compensation or
benefits of a Participant from those in effect immediately prior to a Change in
Control except such reductions as are applicable to all employees or key
executives generally and which do not have a disproportionate effect on
Participant; or






	 	(f)	 	a material breach under a binding employment agreement with the
Executive in effect immediately prior to a Change in Control.






Termination due to the conditions in clauses (a)-(f) shall not constitute
Termination for Good Reason unless the Executive provides notice to the employer
within 90 days of the initial existence of the condition described in clauses
(a)-(f) and allows at least 30 days for the condition to be corrected.




This definition shall be construed and applied in a manner that is consistent with
Treas. Reg. § 1.409A-1(n)(2).




	 	1.10	 	Participant means an employee of a Southwest Company selected for participation
in the Plan by the Board or Committee.






	 	1.11	 	Plan means this Amended and Restated Severance Compensation Plan and amendments
hereto.






	 	1.12	 	Principal Employer means the Southwest Company that provided the majority of
earnings to a Participant during the twelve months prior to a Qualifying Termination of
Service, Termination for Cause, or request for arbitration, as the case may be, and any
successor thereto that is a Southwest Company.





1.13 Qualifying Termination of Service means either:




	 	(a)	 	a Participant’s involuntary termination of employment with the
Bank and its subsidiaries or their successors; or






	 	(b)	 	a Participant’s voluntary termination of employment with the
Bank and its subsidiaries for Good Reason,






in either case within two (2) years following a Change in Control. Qualifying
Termination of Service does not include any change in the Participant’s employment
status due to disability or death or a Termination for Cause.




	 	1.14	 	SNB-Stillwater means Stillwater National Bank and Trust Company and any
successor corporation.





	 	 	 
	1.15

	 	SNB-Wichita means SNB Bank of Wichita and any successor corporation.
	1.16

	 	Southwest means Southwest Bancorp, Inc., and any successor corporation.
	1.17

	 	Southwest Company means Southwest Bancorp, Inc. or any of its Affiliates.







	 	1.18	 	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 corporate transaction 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).






	 	1.19	 	Termination for Cause means a Participant’s termination of employment with any
Southwest Company because of:






	 	(a)	 	the continued failure by the Participant to devote reasonable
time and effort to the performance of Participant’s duties (other than a
failure resulting from the Participant’s incapacity due to physical or mental
illness) after written demand for improved performance has been delivered to
the employee by the Participant’s Principal Employer which specifically
identifies:






	 	(i)	 	how the Participant has not devoted reasonable
time and effort to the performance of Participant’s duties; or






	 	(ii)	 	the willful engaging by Participant in
misconduct that is materially injurious to any Southwest Company,
monetarily or otherwise; or






	 	(iii)	 	the Participant’s ineligibility for coverage
under a banker’s blanket bond policy maintained on or on behalf of any
Southwest Company that is a depository institution.






Unless such acts caused the Participant to be ineligible for coverage under a
banker’s blanket bond policy, a Termination for Cause shall not include a
termination attributable to: (i) bad judgment or negligence on the part of the
Participant other than habitual negligence; or (ii) an act or omission believed by
the Participant in good faith to have been in or not opposed to the best interests
of the Southwest Companies and reasonably believed by the Participant to be lawful;
or (iii) the good faith conduct of a Participant in connection with a Change in
Control (including Participant’s opposition to or support of the Change in Control).



ARTICLE II

BENEFITS





	 	2.1	 	Designation of Participants. The Participants shall be those employees of
Southwest or its Affiliates listed on Exhibit A and others designated by the Board or
the Committee from time to time as Participants in the Plan.






	 	2.2	 	Severance Compensation.






	 	(a)	 	Upon the Qualifying Termination of Service of any Participant,
the terminated Participant shall be entitled to severance compensation equal to
the percentage of the Participant’s Annual Earnings designated on Exhibit A or
by the Board or the Committee at the time the employee is selected for
participation in the Plan, but in no event greater than the greater of the
following amounts, for the year in which the Qualifying Termination of
Employment occurs: (i) 150% of a Participant’s Annual Earnings, or (ii) or the
amount which would be deductible by the Southwest Companies under Code Section
280(G), after taking into consideration all payments to such Participant
covered by such section. The severance compensation shall be paid to the
Participant by its Principal Employer in a single, lump sum payment promptly
after Participant’s Qualifying Termination of Service if permitted by Section
2.4(a). However, if the Participant is a Specified Employee and the severance
compensation is excess compensation as described in Section 2.4(b), a later,
additional lump sum payment shall be made under Section 2.4(b). All payments
of severance benefits shall be reduced by the amount of applicable Federal,
State, and local withholding taxes, and FICA and FUTA taxes.






	 	(b)	 	If the Principal Employer of a Participant designated by the
Board or the Committee has not executed this Plan, any obligation to that
Participant under this Plan not paid by Affiliates of Southwest shall be paid
by Southwest.






	 	2.3	 	No Funding or Payments. All compensation due a Participant under this Plan is
unfunded and unsecured and is payable out of general funds of the respective Southwest
Company or Companies.






	 	2.4	 	Timing of Payments.






	 	(a)	 	Severance compensation that does not constitute excess
compensation as described in (b) shall be paid promptly after, and in no event
later than 30 days after, Participant’s Qualifying Termination of Service.






	 	(b)	 	If the Participant is a Specified Employee, then severance
compensation that constitutes excess compensation as described in this
subsection shall not be paid until six months after the Participant’s
Qualifying Termination of Service or, if earlier, the date of death. Excess
compensation is the portion of severance compensation that exceeds two times
the lesser of (i) the Participant’s annualized Earnings for the Participant’s
taxable year preceding the year in which termination occurs (adjusted for any
increase during that year that was expected to continue indefinitely absent
termination of service), and (ii) the maximum amount that may be taken into
account under Code Section 401(a)(17) for the year in which termination occurs.






	 	(c)	 	If severance compensation is not paid within thirty (30) days
of the Qualifying Termination of Service, there shall be paid, in addition to
such amount, interest on the amount due at a rate of 5% in excess of the prime
rate as published in the Wall Street Journal-Southwest Edition from
time to time (or at the highest of such rates if a range is published) from the
date which is thirty (30) days following the Qualifying Termination of Service
to the date of payment.





ARTICLE III

MISCELLANEOUS PROVISIONS





	 	3.1	 	Plan Administration Authority and Claims Procedures.






	 	(a)	 	Section 409A Compliance. The parties hereto intend that this
Plan shall comply in all respects with Section 409A of the Internal Revenue
Code as added by the American Jobs Creation Act of 2004 and related Internal
Revenue Service regulations and other guidance (collectively, “§ 409A”). The
Committee’s and the Board’s authority under subsection (b) shall be exercised
in a manner consistent with § 409A.






	 	(b)	 	Committee and Board Authority. The Committee 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:






	 	(1)	 	authority to delegate Plan administration
functions to employees of Southwest Bancorp, Inc. or Affiliates or
other agents;






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






	 	(3)	 	authority to determine eligibility for
benefits, amount and payment of benefit claims and resolution of claim
disputes as provided in subsection (c).






In administering the Plan, the Committees 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). The Committee’s decisions shall be
binding, final and conclusive upon all parties, except where (i) Plan terms
state that a Committee decision is ministerial, or (ii) where a benefit
claimant timely appeals from a Committee decision under subsection (c), in
which case the ultimate decision on appeal shall be binding, final and
conclusive upon all parties, subject only to judicial review.




	 	(c)	 	Benefit Claims. The Committee shall be responsible for
determining all claims for benefits under this Plan. Within ninety (90) days
after receiving a claim, the Committee shall notify a Participant of its
decision. If the decision is adverse to the Participant, the Committee shall
advise him or her of the reasons for the decision, of the Plan provision
involved, of any additional information the Participant must provide to perfect
the claim and of the right to request a review of the decision. Regardless, an
individual member of the Committee shall not participate in a decision on his
or her own benefit claim.






A Participant may request a review of an adverse Committee decision by
written request, made within sixty (60) days after receipt of the decision,
submitted to the Board. The Participant or his attorney may review
pertinent documents and submit written issues and comments. Within sixty
(60) days after receiving a request for review, the Board shall notify the
Participant in writing of (a) its decision, (b) the reasons therefor, and
(c) the Plan provisions upon which it is based.




In the event the Participant continues to dispute the Board’s decision on
appeal, the Participant is entitled to a second level of appeal by
initiating mediation or arbitration or both, whichever the Participant
elects. The Participant must begin a second level of appeal by submitting a
written request for mediation under the Commercial Mediation Rules of the
American Arbitration Association, unless the Participant wishes to decline
mediation, in which case the Participant shall request only arbitration. If
mediation is elected and does not resolve the dispute within sixty days of
the written request for mediation, the dispute shall be submitted to
arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The
arbitration award is subject to judicial review to the same extent as a
final discretionary decision by the Board would be subject to judicial
review were it the final decision. In connection with such mediation and
arbitration, the following rules shall apply: (a) any mediation shall be
held in the city in which the Participant resides at the time of submission
to mediation; (b) any mediation or arbitration shall be conducted by a
single person who shall serve as both mediator and arbitrator; and (c) the
costs of any mediation and arbitration shall be borne by the Principal
Employer or, if the Principal Employer of a Participant designated by the
Board or the Committee has not executed this Plan, any obligation to that
Participant under this Plan for such costs not paid by Affiliates of
Southwest shall be paid by Southwest.




	 	3.2	 	No Guarantee of Employment. Nothing contained herein shall be construed as a
contract of employment or be deemed to give any Participant the right to be retained in
the employ of any Southwest Company, or to interfere with the rights of any such
employer to discharge any individual at any time, with or without cause. No severance
compensation shall be payable hereunder as a result of any termination of employment
occurring prior to a Change in Control.






	 	3.3	 	Amendment and Termination. The Board may at any time, or from time to time,
amend this Plan in any respect or terminate this Plan without restriction and without
consent of any Participant or beneficiary, provided that any such amendment or
termination shall not impair the rights of any Participant hereunder without the
consent of such Participant. Once a Participant has been selected by the Board, this
Plan shall constitute a contract between the Participant and the Southwest Company or
Companies that employed participant at the later of the date of such selection or the
Participant’s first day of employment thereafter by a Southwest Company.






	 	3.4	 	Non-Alienation of Benefits. No benefit payable hereunder may be assigned,
pledged, mortgaged or hypothecated and, except to the extent required by applicable
law, no such benefit shall be subject to legal process or attachment for the payment of
any claims of a creditor of a Participant.






	 	3.5	 	Payment to Representatives. If any Participant dies after a Qualifying
Termination of Service and before receipt of payment hereunder, the severance
compensation otherwise due to such Participant shall be payable to Participant’s
estate. If any individual entitled to receive any benefits hereunder is determined by
the Committee or is adjudged to be legally incapable of giving valid receipt and
discharge for such benefits, they shall be paid to the duly appointed and acting
guardian, if any, and if no such guardian is appointed and acting, to such persons as
the Committee may designate. Such payment shall, to the extent made, be deemed a
complete discharge for such payments under this Plan.






	 	3.6	 	Governing Law. The provisions of this Plan shall be construed under the laws
of the State of Oklahoma except as preempted by federal law.






	 	3.7	 	Titles and Headings. The titles to articles and headings of sections of this
Plan are for convenience of reference and, in case of any conflict, the text of the
Plan, rather than such titles and headings, shall control.






	 	3.8	 	Legality. No Southwest Company shall have any obligation to make any payments
under this plan to the extent such payments would be in violation of Section 18(k)(j)
of the Federal Deposit Insurance Act or any other law or regulation directly applicable
to the Southwest Company.





IN WITNESS WHEREOF, the undersigned have executed this Agreement this 27th day of
December, 2007.



	 	 	 	 	 
	Attest: [seal]
	 	SOUTHWEST BANCORP, INC.
	By:

	 	/s/Kerby E. Crowell     
	 	/s/ Rick Green
	
 
	 	 
	 	 
	
 
	 	Secretary
	 	President and Chief Executive Officer
	
 
	 	 	 	STILLWATER NATIONAL BANK AND
	Attest: [seal]
	 	AND TRUST COMPANY
	By:

	 	/s/Kerby E. Crowell     
	 	/s/ Rick Green
	
 
	 	 
	 	 
	
 
	 	Secretary
	 	President and Chief Executive Officer






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EXHIBIT A




	 	 	 	 	 	 	 	 	 
	 	 	Severance Compensation Expressed
	Participants	 	as a Percentage of Annual Earnings
	 	 	 
	Kerby E. Crowell
	 	 	 	 	 	 	200	%
	Rick J. Green
	 	 	300	%	 	 	 	 
	Steven N. Hadley
	 	 	 	 	 	 	100	%
	Rex Horning
	 	 	100	%	 	 	 	 
	Jerry Lanier
	 	 	200	%	 	 	 	 
	Leonard M. McLaughlin
	 	 	100	%	 	 	 	 
	Steve M. Peterson
	 	 	100	%	 	 	 	 
	Kimberly G. Sinclair
	 	 	100	%	 	 	 	 
	Gary Teel
	 	 	100	%	 	 	 	 
	Charles Westerheide
	 	 	100	%	 	 	 	 
	David L. York
	 	 	100	%	 	 	 	 
	Scott B. Jones
	 	 	50	%	 	 	 	 
	Sharon L. Knight
	 	 	50	%	 	 	 	 






• * *



Pursuant to Resolution of the Board of Directors



	 	 	 	 	 
	Date:

	 	December 27, 2007
	 	

	Attest: [seal]
	 	SOUTHWEST BANCORP, INC.
	By:

	 	/s/Kerby E. Crowell     
	 	/s/ Rick Green
	
 
	 	 
	 	 
	
 
	 	Secretary
	 	President and Chief Executive Officer
	
 
	 	 	 	STILLWATER NATIONAL BANK AND
	Attest: [seal]
	 	AND TRUST COMPANY
	By:

	 	/s/Kerby E. Crowell     
	 	/s/ Rick Green
	
 
	 	 
	 	 
	
 
	 	Secretary
	 	President and Chief Executive Officer






2




ADOPTION BY AFFILIATE OF SOUTHWEST BANCORP, INC. OF

AMENDED AND RESTATED SEVERANCE COMPENSATION PLAN




Pursuant to Resolution of its Board of Directors, the undersigned officers of
     hereby adopt the foregoing Southwest Bancorp, Inc. and Affiliates Amended and
Restated Severance Compensation Plan for the benefit of certain officers, key management and highly
compensated employees.



	 	 	 	 	 
	Date:

	 	     , 20     
	 	

	Attest: [seal]
	 	_____________________________
	By:

	 	Kerby E. Crowell
	 	By:
	
 
	 	 
	 	 
	
 
	 	Secretary
	 	President and







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