EX-10.2



 Exhibit 10.2 

UMB Financial Corporation 

Omnibus Incentive Compensation Plan 

PERFORMANCE SHARE UNIT AWARD AGREEMENT 

Pursuant to this Performance Share Unit Award Agreement (this “Award Agreement”), and subject to the terms and conditions herein and in the UMB
Financial Corporation Omnibus Incentive Compensation Plan (the “Plan”), UMB Financial Corporation (the “Company,” as defined in the Plan) grants an award (the “Award”) of performance share units (“PSUs”) under
the Plan to the following identified Grantee with the following specified terms: 
 Summary of Award Terms: 

Name of grantee:
                                      
                                        
   (the “Grantee”) 
 Date of grant:
                                        
                                         
                        (the “Grant Date”) 

Target number of performance share units:
                                         
                      (the “Target PSUs”) 

Performance Period: (“Performance Period”) 

Vesting: The PSUs shall vest only upon the achievement of the applicable performance criteria during the Performance Period. Depending
on the Company’s actual performance, the Grantee may earn between 0% and 200% of the Target PSUs. 
 The number of PSUs earned by the
Grantee at the end of the Performance Period will be determined 50% on the achievement of a three-year cumulative core after-tax earnings per share for the Company (“EPS”) target of
$[    ] and 50% on the realization of a three-year average return on tangible common equity for (“ROTCE”) of [    ]%. The total number of PSUs earned will be determined at the end of the Performance
Period by adding together EPS PSUs and the ROTCE PSUs as determined below. The Committee, in its sole discretion, shall determine the level that performance goals have been achieved, the number of PSUs earned by the Grantee, and all other matters
related to vesting. 
 The EPS PSUs shall be determined by multiplying 50% of the Target PSUs by the EPS PSU Percentage. The EPS PSU
Percentage is calculated by determining the EPS for the Performance Period and utilizing the following table (with interpolation between lines on a linear sliding scale) to ascertain the EPS PSU Percentage. 

 

							
	 Performance to Target
	  	EPS Actual	  	EPS PSU Percentage	 
	 <[    ]%
	  	Less than $[    ]	  	 	0	% 
	 [    ]%
	  	$[    ]	  	 	[    ]	% 
	 [    ]%
	  	$[    ]	  	 	[    ]	% 
	 [    ]% or more
	  	$[    ]or more	  	 	200	% 


  
 1 








 The ROTCE PSUs will be determined by multiplying 50% of the Target PSUs by the ROTCE PSU
Percentage. The ROTCE PSU Percentage is calculated by determining the ROTCE for the Performance Period and utilizing the following table (with interpolation between lines on a linear sliding scale) to ascertain the ROTCE PSU Percentage. 

 

							
	 Performance to Target
	  	ROTCE Actual	  	ROTCE
PSU
Percentage	 
	 <[    ]%
	  	Less than [    ]%	  	 	0%	 
	 [    ]%
	  	[    ]%	  	 	[    ]%	 
	 [    ]%
	  	[    ]%	  	 	[    ]%	 
	 [    ]% or more
	  	[    ]% or more	  	 	200%	 

 The EPS and ROTCE for the Performance Period shall be determined by the Committee, after consulting (if
appropriate) with the Corporate Audit Committee and making such adjustments for material changes in the number of outstanding shares, non-recurring gains or losses, and other circumstances as the Committee may
determine fair and appropriate. Without limiting the Committee’s authority or discretion, adjustments to the Company’s GAAP earnings per share may be made for (i) gain or loss on sales of
non-earning assets, (ii) gain or loss on the sale or discontinuance of a business, product or service, (iii) expenses associated with severance costs, (iv) litigation reserves, or (v) any
other large non-recurring gains or losses unrelated to pre-tax operating income. 

Unless otherwise provided in the Award Agreement, you must continue to provide services to the Company throughout the Performance Period to
remain eligible for any rights or interests with respect to this Award. 
 Settlement date: As soon as practicable following the end
of the Performance Period, but no later than March 15th following the last day of the Performance Period (the “Settlement Date”). 
 Capitalized
terms used in this Award Agreement, unless otherwise defined, shall have the meanings set forth in the Plan. 
 Please note that the Award is
conditioned on your acknowledgment of receipt and acceptance within one year after receiving this Award Agreement. See Section 15 below. If you do not accept the Award before the one-year anniversary of
the Grant Date, your Award will be forfeited. 

  
 2 









	1.	Grant of Performance Share Units. The Company hereby grants this Award of PSUs, pursuant to which, subject to the terms and conditions of this Award Agreement and the Plan, the Company will pay to the Grantee on
the Settlement Date one share of Common Stock as of the Settlement Date multiplied by the number of vested PSUs earned hereby, subject to applicable withholding for taxes. 


 

	2.	Certain Definitions: For purposes of this Award Agreement: 

  

	 	a.	The term “Cause” is to be construed the same as such similar term is defined in any employment agreement, offer letter, or service provider agreement between the Grantee and the Company as may be in force from
time to time, and in the absence of such agreement or letter, shall mean: (i) the Grantee’s refusal to perform, or repeated failure to undertake good faith efforts to perform, the duties or responsibilities reasonably assigned to Grantee;
(ii) Grantee’s engagement in gross misconduct or gross negligence in the course of carrying out his or her duties; (iii) Grantee’s conviction of or plea of guilty or nolo contendere to any felony or any misdemeanor involving
fraud, intentionally false statements or intentionally misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion; or (iv) Grantee’s violation of law or Company policies or procedures.


  

	 	b.	References to the “Committee” refer to the committee administering the Plan (or its authorized delegate, as applicable). 

  

	 	c.	“Disability” or “Disabled” means: the Grantee (1) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (2) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. 


 

	 	d.	The Grantee shall be considered to have a “Termination of Employment” on the first day following the Grant Date that the Grantee has a termination of employment as provided in Section 11.2.1 of the Plan,
and the term “Termination Date” means the day on which the Grantee’s Termination of Employment occurs. Specifically, Grantee will have a Termination of Employment: (i) on the date that Grantee experiences a separation from
service within the meaning of Internal Revenue Code Section 409A, (ii) at such time as the Committee determines that the Grantee’s authorized leave of absence or absence in military or government service constitutes a Termination of
Employment; (iii) on the effective date that a subsidiary of the Company ceases to be a subsidiary, if the Grantee is employed by or provides services to such subsidiary, unless the Committee determines    otherwise; and
(iv) on the date that the Grantee ceases to be an employee of the Company even if the Grantee continues or simultaneously commences service as a director of the Company. 


  
 3 









	3.	Vesting. 

  

	 	a.	The Award is subject to the vesting terms set forth in the Summary of Award Terms above, except as may otherwise be provided in this Award Agreement or in the Plan. Any portion of the Award that does not vest for any
reason shall automatically be cancelled and terminated and be of no further force and effect. 

  

	 	b.	If the Grantee has a Termination of Employment prior to the end of the Performance Period due to the Grantee’s death or Disability, then a portion of the Award shall vest, as of the Termination Date, if and to the
extent that the Award would have vested if the Termination Date were the last day of the Performance Period (based on achievement of the performance vesting criteria through the Termination Date); provided that the amount that vests shall be
prorated by multiplying the total number of PSUs that would have vested were the Termination Date the last day of the Performance Period by a fraction having a numerator equal to the number of calendar quarters completed during the Performance
Period prior to the Termination Date and a denominator equal to the total number of calendar quarters in the Performance Period. The Settlement Date for any portion of the Award that vests pursuant to this Section shall be as soon as practicably
following the Termination Date, but in any event no later than March 15th of the following year. 

  

	4.	Forfeiture. 

  

	 	a.	If the Grantee has a Termination of Employment prior to the end of the Performance Period for any reason other than death or Disability, the Grantee shall forfeit, and shall have no further rights or interest
with respect to, any of the PSUs granted hereby that remain unvested, with automatic and immediate effect (after giving effect to any applicable vesting acceleration provision) as of the Termination Date. 


 

	 	b.	The Grantee shall forfeit and cease to have any right or interest in any of the PSUs granted hereby, whether or not vested: (i) immediately as of the time the Grantee receives notice of a termination of
Grantee’s employment or service for Cause, (ii) upon the Grantee’s breach, as determined by the Committee, of any non-disclosure, non-competition, or non-solicitation restrictive covenant obligation owed to the Company, or (iii) upon the Committee’s determination that any conduct of the Grantee constitutes grounds for forfeiture under the Plan.


  

	 	c.	The Award, or payment thereunder, shall be subject to reduction, in the discretion of the Company, to the extent the Company determines it is required to avoid the imposition of any excise tax on excess parachute
payments under Internal Revenue Code Section 4999. 


  
 4 









	5.	Change in Control. In the event of a Change in Control, the Award shall be subject to the provisions of Section 11.1 of the Plan. Except as otherwise provided in the Plan or an agreement incorporated by the
Plan, any portion of the Award that vests as a result of a Change in Control shall vest based on actual performance achievement through the date of the Change in Control. The Settlement Date for any portion of the Award that vests pursuant to this
Section shall be as soon as practicably following the Termination Date, but in any event no later than March 15th of the following year. 


 

	6.	Settlement of Award. On or as soon as practicable after the Settlement Date, the Company will, in full satisfaction of the PSUs granted hereby, pay to the Grantee the amount owed in whole shares, rounded down to
the nearest whole share, of Common Stock. 

  

	 	a.	Notwithstanding anything herein to the contrary, no transfer of shares of Common Stock shall become effective until the Company determines that such transfer, issuance, and delivery is in compliance with all applicable,
laws, regulations of governmental authority, and the requirements of any securities exchange on which shares of Common Stock may be traded. 

  

	 	b.	The Committee may, as a condition to the issuance of Shares, require the Grantee to make covenants and representations and/or enter into agreements with the Company to reflect the Grantee’s rights and obligations
as a stockholder of the Company and any limitations and restrictions on such Shares. 

  

	 	c.	The transfer of Shares pursuant to this Award shall be effectuated by an appropriate entry on the books of the Company, the issuance of certificates representing such shares (bearing such legends as the Committee deems
necessary or desirable), the transfer of shares to a brokerage account in the name of the Grantee, and/or other appropriate means as determined by the Committee. 

  


	 	d.	Unless and until any shares of Common Stock are issued in settlement of the Award, the Award shall not confer to the Grantee any rights or status as a stockholder of the Company. 


 

	7.	Withholding. Grantee shall surrender to the Company, for no consideration, the portion of any shares of Common Stock that become vested under this Award whose aggregate Fair Market Value is sufficient to satisfy
federal, state, and local withholding tax requirements. 

  

	8.	No Assignment or Transfer. The Award granted hereunder may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. No
transfer by will or the laws of descent and distribution shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof along with such evidence as the Committee may deem necessary to
establish the validity of the transfer and (ii) an agreement by the transferee to comply with all the terms and conditions of the Award that are or would have been applicable to the Grantee and to be bound by the acknowledgements made by the
Grantee in connection with the grant. 


  
 5 









	9.	Grantee Representations. By accepting the Award, the Grantee represents and acknowledges the following: 

  

	 	a.	The Grantee has received a copy of the Plan, has reviewed the Plan and this Award Agreement in their entirety, and has had an opportunity to obtain the advice of independent counsel prior to accepting the Award.


  

	 	b.	The Grantee has had the opportunity to consult with a tax advisor concerning the tax consequences of accepting the Award, and understands that the Company makes no representation regarding the tax treatment as to any
aspect of the Award, including the grant, vesting, settlement, or conversion of the Award. 

  

	 	c.	The Grantee understands that neither the grant of this discretionary Award nor the Grantee’s participation in the Plan confers any right to continue in the service of the Company or to receive any other award or
amount of compensation, whether under the Plan or otherwise, and no payment of any award under the Plan will be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance, or other benefit plan of
the Company except as otherwise specifically provided in such other plan. 

  

	 	d.	The Grantee consents to the collection, use, and transfer, in electronic or other form, of the Grantee’s personal data by the Company, the Committee, and any third party retained to administer the Plan for the
exclusive purpose of administering the Award and Grantee’s participation in the Plan. The Grantee agrees to promptly notify the Committee of any changes in the Grantee’s name, address, or contact information during the entire period of
Plan participation. 

  

	10.	Adjustments. If there is a change in the outstanding shares of Common Stock due to a stock dividend, split, or consolidation, or a recapitalization, corporate change, corporate transaction, or other similar event
relating to the Company, the Committee may adjust the type or number of shares of Common Stock subject to any outstanding portion of the Award in accordance with Article X of the Plan. 


 

	11.	Administration; Interpretation. In accordance with the Plan and this Award Agreement, the Committee shall have full discretionary authority to administer the Award, including discretionary authority to interpret
and construe any and all provisions relating to the Award. Decisions of the Committee shall be final, binding, and conclusive on all parties. In the event of a conflict between this Award Agreement and the Plan, the terms of the Plan shall prevail.


  

	12.	 Section 409A. It is intended that this Award Agreement is exempt from Internal Revenue
Code Section 409A and the interpretive guidance thereunder (“Section 409A”), and this Award Agreement shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. To the extent that any
provision of this Award Agreement would fail to comply with applicable requirements of Section 409A, the 



  
 6 









	 	
Company may, in its sole and absolute discretion and without requiring the Grantee’s consent, make such modifications to this Award Agreement and/or payments to be made thereunder to the
extent it determines necessary or advisable to comply with the requirements of Section 409A. Nothing in this Agreement shall be construed as a guarantee of any particular tax effect for the Award, and the Company does not guarantee that any
compensation or benefits provided under this Award Agreement will satisfy the provisions of Section 409A. If (i) the Grantee’s right to payment is subject to Section 409A, and (ii) the Grantee is a specified employee (within
the meaning of Section 409A) as of the Termination Date, then, to the extent necessary to comply with Treasury Regulation section 1.409A-3(i)(2), settlement of the Award shall be delayed until the earlier
of (A) the date which is six months after the Grantee’s separation from service, or (B) the date of the Grantee’s death. 

  

	13.	Successors. The terms of this Award Agreement shall be binding upon and inure to the benefit of the heirs of the Grantee or distributes of the Grantee’s estate and any successor to the Company.


  

	14.	Governing Law; Severability. 

  

	 	a.	Governing Law. This Award Agreement shall be construed and administered in accordance with the laws of Missouri without regard to its conflict of law principles. 


 

	 	b.	Severability. Any determination by a court of competent jurisdiction or relevant governmental authority that any provision or part of a provision in this Award Agreement is unlawful or invalid shall not serve to
invalidate any portion of this Award Agreement not found to be unlawful or invalid, and any provision or part of a provision found to be unlawful or invalid shall be construed in a manner that will give effect to the terms of such provision or part
of a provision to the fullest extent possible while remaining lawful and valid. 

  

	15.	Acknowledgment of Receipt and Acceptance. By signing below (or execution by other means approved by the Committee, including by electronic signature), the undersigned acknowledges receipt and acceptance of the
Award, agrees to the representations made in the Award, and indicates his or her intention to be bound by this Award Agreement and the terms of the Plan. 


  
 7