EX-10.19







Exhibit 10.19

Form of Omnibus Compensation Compliance Agreement and Waiver entered by Southwest Bancorp, Inc. and

Rick Green, Kerby E. Crowell, Jerry Lanier, Kimberly G. Sinclair, and Charles H. Westerheide.




Southwest Bancorp, Inc.

Omnibus Compensation Compliance Agreement and Waiver

December 5, 2008




          This agreement (this “Compliance Agreement”) by and among Southwest Bancorp, Inc. (the
"Company”), Stillwater National Bank and Trust Company (“SNB”), a national bank and wholly owned
subsidiary of the Company, and the undersigned Senior Executive Officer in connection with Section
1.2(d)(iv) of the Securities Purchase Agreement — Standard Terms (the “SPA”) incorporated into the
Letter Agreement, dated as of December 5, 2008, between the Company and the United States
Department of the Treasury (the “Investor”) (the “Letter Agreement” and, together with the SPA, the
"Agreement”).



          Capitalized terms used but not defined herein have the meaning ascribed to them in the
Agreement.



          Whereas, the Company desires to participate in the United States Department of the Treasury
Capital Purchase Program (the “CPP”) pursuant to the Agreement;



          Whereas, the Federal Emergency Economic Stabilization Act (“EESA) and related regulations
impose certain conditions upon participants in the CPP relating to compensation of their Senior
Executive Officers.



          Whereas, the undersigned is a Senior Executive Officer of the Company, and is employed by the
Company and/or SNB.



          Whereas, the Company intends to employ funds acquired from the sale of securities issued under
the CPP for the benefit of the Company, its subsidiaries, and its shareholders.



          Now, therefore, in consideration of the premises hereof, the benefits the undersigned Senior
Executive Officers will receive as a result of the Company’s participation in the CPP, and the
mutual covenants contained herein, it is agreed as follows:




	 	1.	 	For so long as the United States Secretary of the Treasury holds any equity or debt
position in Southwest, within the meaning of Section 111(b) of EESA and related
regulations:






	 	a.	 	To the extent required by Section 111(b) of EESA, the Senior
Executive Officer shall return to the payor(s) any bonus or executive compensation
paid by Southwest, SNB, or any of their subsidiaries to the Senior Executive
Officer based upon on statements of earnings, gains, or other criteria that have
been later proven to be materially inaccurate.
	 
	 	b.	 	None of the Company, SNB, or any of their subsidiaries, shall make
any payment to the Senior Executive Officer that is prohibited by Section
111(b)(2)(c) of EESA, and the Senior Executive Officer hereby voluntarily waives:
(A) any and all rights to receive any such payment, and (B) any and all claims
against the




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	 	 	 	Company and its subsidiaries and the officers, directors, employees,
and agents of the Company and its subsidiaries thereto with respect to such
payment.






	 	2.	 	It is agreed that Section 18 of the Company’s 1999 Stock Option Plan, and Section 19
of the Company’s 2008 Stock Based Award Plan, each prohibits the issuance of common stock
under such plans unless the issuance thereof complies with relevant provisions of law, and
that, accordingly, the Company shall not issue common stock pursuant to either such plan
in an amount and manner that would cause violation of Section 111(b)(2)(c) of EESA.
	 
	 	3.	 	In the event that payments pursuant to any agreements, plans, or arrangements would
otherwise result in a payment for which the Senior Executive Officer has waived rights
pursuant to 1.b. hereof, such payment shall be reduced to equal the maximum amount which
may be paid thereunder without exceeding the limits thereof; and, in the event such
reduction in payments is necessary, the Senior Executive Officer may determine, in his or
her sole discretion, which categories of payments (including, without limitation, the
value of benefits or of acceleration of vesting or receipt of benefits or amounts) are to
be reduced or eliminated.
	 
	 	4.	 	Without limitation of the above, the provisions of Section 1(b) and (2) hereof shall
be deemed to amend (i) the Southwest Bancorp, Inc. Amended and Restated Severance
Compensation Plan, and (ii) any supplemental profit sharing plan or agreement in which the
Senior Executive Officer is a participant or a party.





(Remainder of page intentionally left blank.)




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     IN WITNESS WHEREOF, the undersigned have executed this Compliance Agreement on the date first
written above.



	 	 	 	 	 	 	 	 	 
	 	 	SOUTHWEST BANCORP, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	STILLWATER NATIONAL BANK AND TRUST

COMPANY	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SENIOR EXECUTIVE OFFICER OF SOUTHWEST

BANCORP, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 






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