As filed with the Securities and Exchange Commission on January 17 , 2018
Registration No. 333-__________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SOUTHERN MISSOURI BANCORP, INC.
(Exact name of registrant as specified in its charter)

Missouri
43-1665523
(State or other jurisdiction of  incorporation or organization)
(I.R.S. Employer Identification No.)
   
2991 Oak Grove Road, Poplar Bluff, MO
63901
(Address of principal executive offices)
(Zip Code)

Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan
(Full title of the plan)

Martin L. Meyrowitz, P.C.
Beth A. Freedman, P.C.
Silver, Freedman, Taff & Tiernan LLP
(a limited liability partnership including professional corporations)
3299 K Street, N.W., Suite 100
Washington, D.C.  20007
(Name and address of agent for service)

(202) 295-4500
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company   or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐
 
Accelerated Filer  ☑
Non-accelerated filer    □   (Do not check if a smaller reporting company)
 
Smaller reporting company □
   
Emerging growth company □
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. □
 
CALCULATION OF REGISTRATION FEE
 
Title of securities
to be registered
 
Amount to be registered
Proposed maximum offering price
per share
Proposed maximum aggregate offering price
 
Amount of registration fee
 
Common Stock, par value
 $.01 per share
 
500,000   shares (1)
 
$ 37.70   (2)
 
$ 18,850,000   (2)
 
$ 2,346.82  (2)
(1)    Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of the common stock of Southern Missouri Bancorp, Inc.
(2)    Calculated in accordance with Rule 457(h) under the Securities Act of 1933, on the basis of  $ 37.70 per share, which was the average of the high and low sale prices per share of the common stock of Southern Missouri Bancorp, Inc. on the NASDAQ Global Market on January 16, 2018.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan, as required by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act").

Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.            Incorporation of Certain Documents by Reference .

The following documents previously or concurrently filed by Southern Missouri Bancorp, Inc. (the "Company") with the Commission (File No. 000-23406) (excluding any portions of such documents that have been furnished to and deemed not to be filed with the Commission) are hereby incorporated by reference into this Registration Statement and the prospectus to which this Registration Statement relates (the "Prospectus"):

(a)
the Company's Annual Report on Form 10-K for the year ended June 30, 2017, including the information incorporated by reference into that Form 10-K from the Company's definitive Proxy Statement on Schedule 14A filed with the Commission on September 26, 2017;

(b)
the Company's Quarterly Reports on Form 10-Q for the quarterly period ended September 30, 2017;

(c)
the Company's Current Reports on Form 8-K filed on December 18, 2017, November 11, 2017, November 1, 2017, October 24, 2017, October 19, 2017, and August 1, 2017; and

(d)
the description of the common stock, par value $.01 per share, of the Company contained in the prospectus filed by the Company on November 17, 2011 pursuant to Rule 424(b) under the Securities Act under the heading "Description of Capital Stock," and all amendments or reports filed for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding any document or portion thereof that has been furnished to and deemed not to be filed with the Commission), after the filing of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such documents.  Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the Prospectus.

The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated).  Requests should be directed to: Matthew T. Funke, Executive Vice President and Chief Financial Officer, Southern Missouri Bancorp, Inc., 2991 Oak Grove Road, Poplar Bluff, MO 63901, telephone number (573) 778-1800.

All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4.            Description of Securities .

Not Applicable.

Item 5.            Interests of Named Experts and Counsel .

Not Applicable.
 
 
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Item 6.            Indemnification of Directors and Officers .

Section 351.355 of the Missouri General and Business Corporation Law provides for permissible and mandatory indemnification of directors, officers, employees and agents in certain circumstances.  Section 351.355.1 provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person = s conduct was unlawful. Section 351.355.1 further provides that the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person ' s conduct was unlawful.

Section 351.355.2 provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity against expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of the person's duties to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 351.355.3 provides that except to the extent otherwise provided in the corporation's articles of incorporation or bylaws, to the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 351.355.1 and 351.355.2, or in defense of any claim, issue or matter therein, that person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

Section 351.355.4 provides that any indemnification under Sections 351.355.1 and 351.355.2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 351.355.

Section 351.355.5 provides that expenses incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking to repay the amount if it is ultimately determined that the person is not entitled to be indemnified by the corporation.

Section 351.355.6 provides that indemnification and advancement of expenses provided under Section 351.355 are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the corporation's articles of incorporation or bylaws, or any agreement, vote of shareholders or disinterested directors or otherwise.  Section 351.355.8 provides that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person = s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 351.355.
 
 
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Article IX of the Company's articles of incorporation provides that the Company shall indemnify any present or former director or executive officer of the Company or any subsidiary of the Company against any and all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement and reasonably incurred by such person in connection with any threatened, pending or completed civil, criminal, administrative or investigative action, suit, proceeding or claim (including any action by or in the right of the Company or a subsidiary) by reason of the fact that such person is or was serving in such capacity; provided, however, that no such person shall be entitled to any indemnification pursuant to Article IX on account of (i) conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct, or (ii) an accounting for profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.

Under a directors' and officers' liability insurance policy, directors and officers of the Company are insured against certain liabilities.

Item 7.            Exemption from Registration Claimed .

Not Applicable.

Item 8.
Exhibits .

See Exhibit Index.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Item 9.
Undertakings .

(a)            The undersigned registrant hereby undertakes:

(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post‑effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Poplar Bluff, State of Missouri, on the 16 th day of  January, 2018
 
 
SOUTHERN MISSOURI BANCORP, INC.
     
     
 
By:
  /s/ Greg A. Steffens                                           
   
Greg A. Steffens
   
President and Chief Executive Officer
   
 (Duly Authorized Representative)

 
POWER OF ATTORNEY

We, the undersigned officers and directors of Southern Missouri Bancorp, Inc., hereby severally and individually constitute and appoint Greg A. Steffens and Matthew T. Funke, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments (including post-effective amendments) to this registration statement and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ L. Douglas Bagby
 
/s/ Greg A. Steffens
L. Douglas Bagby, Chairman of the Board
 
Greg A. Steffens, President, Chief Executive Officer and Director (Principal Executive Officer)
Date:  January 16, 2018
 
Date:  January 16, 2018
     
/s/ Todd E. Hensley
 
/s/ Sammy A. Schalk
Todd E. Hensley, Director
 
Sammy A. Schalk , Director
Date:  January 16, 2018 
 
Date:  January 16, 2018
   
 
 
 
/s/ Ronnie D. Black
David J. Tooley , Director
 
Ronnie D. Black , Director
Date:  
 
Date:  January 16, 2018
     
/s/ Rebecca M. Brooks
 
/s/ Charles R. Love
Rebecca M. Brooks , Director
 
Charles R. Love , Director
Date:  January 16, 2018
 
Date:  January 16, 2018
     
/s/ John R. Abercrombie
 
/s/ Dennis C. Robison
John R. Abercrombie, Director
 
Dennis C. Robison, Director
Date:  January 16, 2018
 
Date:  January 16, 2018
     
/s/ Matthew T. Funke
   
Matthew T. Funke, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
   
Date:  January 16, 2018
   
 
 
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INDEX TO EXHIBITS


Exhibit Number
Document           
   
Articles of Incorporation of Southern Missouri (filed as an exhibit to Southern Missouri's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999 and incorporated herein by reference)
   
Amendment to Articles of Incorporation of Southern Missouri increasing the authorized capital stock of Southern Missouri (filed as an exhibit to Southern Missouri's Current Report on Form 8-K filed on November 21, 2016 and incorporated herein by reference)
   
Bylaws of Southern Missouri (filed as an exhibit to Southern Missouri's Current Report on Form 8-K filed on December 6, 2007 and incorporated herein by reference)
   
Opinion of Silver, Freedman, Taff & Tiernan LLP as to the legality of the securities being registered
   
Consent of BKD, LLP
   
23.2
Consent of Silver, Freedman, Taff & Tiernan LLP (included in the opinion filed as Exhibits 5.0)
   
24.1
Powers of Attorney (included as part of the signature page to this registration statement)
   
Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan (attached as Appendix A to the Registrant's definitive proxy statement filed on September 26, 2017 (File No. 000-23406) and incorporated herein by reference).
   
Form of Incentive Stock Option Agreement under the 2017 Omnibus Incentive Plan.
   
Form of Non-Qualified Stock Option Agreement under the 2017 Omnibus Incentive Plan.
   
Form of Restricted Stock Unit Agreement under the 2017 Omnibus Incentive Plan.
   
Form of Restricted Stock Agreement (Management) under the 2017 Omnibus Incentive Plan (performance-based vesting).
   
Form of Restricted Stock Agreement (Non-Employee Director) under the 2017 Omnibus Incentive Plan (time-based vesting).
   
99.7 Form of Performance Share Award Agreement under the 2017 Omnibus Incentive Plan.
   
99.8 Form of Stock Appreciation Rights Agreement under the 2017 Omnibus Incentive Plan. 

II-6
EXHIBIT 5
 
Law Offices
Silver, Freedman, Taff & Tiernan LLP
A Limited Liability Partnership Including Professional Corporations

   
3299 K STREET, N.W., SUITE 100
WASHINGTON, D.C. 20007
(202) 295-4500
WWW.SFTTLAW.COM
   
 
January 16, 2018

Board of Directors
Southern Missouri Bancorp, Inc.
2991 Oak Grove Road
Poplar Bluff, Missouri  63901

Ladies and Gentlemen:
We have acted as special counsel to Southern Missouri Bancorp, Inc., a Missouri corporation (the "Company"), in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement"), relating to 500,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), to be offered pursuant to the Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan (the "Plan").  The Registration Statement also registers an indeterminate number of additional shares which may be issuable as a result of a stock split, stock dividend or similar transaction.  We have been requested by the Company to furnish this opinion to be included as an exhibit to the Registration Statement.
In connection with our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the Registration Statement, the Company's articles of incorporation and bylaws, resolutions of the Company's Board of Directors and committees thereof, certificates of public officials, certificates of corporate officers and such other documents and corporate records as we have deemed appropriate for the purpose of rendering this opinion. We have assumed without investigation the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic and complete original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity, accuracy and completeness of the originals of such copies. We also have assumed the due authorization of such documents by all parties other than the Company and the taking of all requisite action respecting such documents by all parties other than the Company, the due execution and delivery of such documents by each party other than the Company all agreements are valid and binding agreements of all parties to such agreements, other than the Company. In addition, we have assumed the accuracy of certifications of public officials, government agencies and departments, corporate officers and other individuals on which we are relying, and have made no independent investigations thereof.
For purposes of this opinion, we have also assumed that (i) the shares of Common Stock issuable pursuant to stock options and share awards under the Plan will continue to be validly authorized on the dates the shares of Common Stock are issued pursuant to the exercise of stock options or the vesting of share awards under the Plan; (ii) on the dates the stock options issued under the Plan are exercised and the share awards vest, the stock options and the share awards will constitute valid, legal and binding obligations of the Company and will be enforceable as to the Company in accordance with their terms (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors' rights generally); (iii) the stock options are exercised in accordance with their terms and the Plan and the exercise price therefor is paid in accordance with the terms thereof; (iv) no change occurs in applicable law or the pertinent facts; and (v) the provisions of "blue sky" and other securities laws as may be applicable will have been complied with to the extent required.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion as of the date hereof that the shares of Common Stock being so registered when issued pursuant to the Plan and with respect to the exercise of stock options, upon receipt by the Company of the consideration required thereby will be validly issued, fully paid and non-assessable.
 
 
Board of Directors
Southern Missouri Bancorp, Inc.
Page 2
 
In rendering the opinion set forth herein, we express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Missouri, as currently in effect.  This opinion is limited to the facts bearing on this opinion as they exist on the date of this opinion. We disclaim any obligation to review or supplement this opinion or to advise you of any changes in the circumstances, laws or events that may occur after this date or otherwise update this opinion.
We hereby consent to the inclusion of this opinion as Exhibit 5 to the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. The opinions expressed herein are matters of professional judgment and are not a guarantee of result.

Very truly yours,

/s/ SILVER, FREEDMAN, TAFF & TIERNAN LLP

SILVER, FREEDMAN, TAFF & TIERNAN LLP

Exhibit 23.1
 
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 13, 2017, on our audits of the consolidated financial statements of Southern Missouri Bancorp, Inc. as of June 30, 2017 and 2016 and for the fiscal years ended June 30, 2017, 2016 and 2015, which report appears in the Annual Report on Form 10-K of Southern Missouri Bancorp, Inc. for the fiscal year ended June 30, 2017. We also consent to the incorporation by reference of our report dated September 13, 2017, on our audit of the internal control over financial reporting of Southern Missouri Bancorp, Inc. as of June 30, 2017, which report appears in the Annual Report on Form 10-K of Southern Missouri Bancorp, Inc. for the fiscal year ended June 30, 2017.

/s/ BKD LLP

Decatur, Illinois
January 17, 2018
EXHIBIT 99.2
 
SOUTHERN MISSOURI BANCORP, INC.
 
2017 OMNIBUS INCENTIVE PLAN
 
INCENTIVE STOCK OPTION AGREEMENT
 

 
ISO NO. _____
 
This option, intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is granted as of [     ] by Southern Missouri Bancorp, Inc. (the "Company") to ___________ (the "Optionee"), in accordance with the following terms and conditions:
 
1.    Option Grant and Exercise Period .  The Company hereby grants to the Optionee an Option (the "Option") to purchase, pursuant to the Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions therein and hereinafter set forth, an aggregate of _____ shares (the "Option Shares") of the Common Stock, par value $.01 per share ("Common Stock"), of the Company at the price (the "Exercise Price") of $____ per share.  A copy of the Plan, as currently in effect, is incorporated herein by reference, and either is attached hereto or has been delivered previously to the Optionee. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Plan.
 
Except as set forth in Section 5 below or Section 8 below, this Option shall be exercisable only during the period (the "Exercise Period") commencing on [     ] and ending at 5:00 p.m., Central time, on [     ], such later time and date being hereinafter referred to as the "Expiration Date."  Subject to Sections 5 and 8 below, this Option shall vest and become exercisable according to the following schedule:
 
Vesting Date
Cumulative Percentage of
Initial Award Vested
 
 
 
 
 
 
 
 

During the Exercise Period, to the extent vested, this Option shall be exercisable in whole at any time or in part from time to time subject to the provisions of this Agreement.  In the event this Option or any portion thereof fails to qualify as an Incentive Stock Option for any reason whatsoever, this Option or such portion thereof shall automatically be deemed a Non-Qualified Stock Option.  For example, to the extent that this Option or any portion thereof becomes or remains exercisable after the expiration of three months following the Optionee's termination of employment (other than by reason of death  or Disability with respect to that portion of this Option that is exercisable at time of death or Disability), this Option shall no longer qualify as an Incentive Stock Option but shall deem to be a Non-Qualified Stock Option for tax purposes.
  
2.    Method of Exercise of This Option .  This Option may be exercised during the Exercise Period by providing written notice to Lorna Brannum, Assistant Secretary of the Company specifying the number of Option Shares to be purchased; provided however, that the minimum number of Option Shares which may be purchased at any time shall be 100, or, if less, the total number of Option Shares relating to the Option which remain un-purchased.  The notice must be in the form prescribed by Section 6.6 of the Plan.  The date of exercise is the date on which such notice is received by the Company.  Such notice must be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise.  Payment shall be made (i) in cash or its equivalent (including cash or its equivalent paid through a broker-assisted exercise program), (ii) by tendering previously acquired shares of Common Stock having an aggregate fair market value at the time of exercise equal to the aggregate Option Price, (iii) by net exercise (a cashless exercise whereby the Company will reduce the number of Option Shares issuable upon exercise by the number of Shares having a Fair Market Value equal to the exercise price for the Option Shares to be purchased upon exercise), or (iv) by a combination of (i), (ii) and
 
ISO-1
 
 
 
 
(iii).  Promptly after such payment, subject to Section 3 below, the Company shall issue and deliver to the Optionee or other person exercising this Option (pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee) a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another jointly with right of survivorship.
 
3.    Delivery and Registration of Shares of Common Stock .  The Company's obligation to deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Optionee or any other person to whom such shares are to be delivered pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), or any other Federal, state or local securities law or regulation.  In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under the Securities Act or other securities law or regulation.  The Company shall not be required to deliver any shares upon exercise of this Option prior to (i) the admission of such shares to listing on any stock exchange or system on which the shares of Common Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.
 
4.    Non-transferability of This Option .  This Option may not be assigned, encumbered, or transferred except, in the event of the death of the Optionee, by will or the laws of descent and distribution to the extent provided in Section 5 below.  This Option is exercisable during the Optionee's lifetime only by the Optionee.  The provisions of this Option shall be binding upon, inure to the benefit of and be enforceable by the parties hereto, the successors and assigns of the Company and any person to whom this Option is transferred by will or by the laws of descent and distribution.
 
5.    Termination of Employment .  Except as otherwise provided in this Section 5, if the Optionee voluntarily terminates employment or the Optionee's employment is involuntarily terminated without Cause (including voluntary termination under circumstances constituting an involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Optionee), then the Optionee shall have ninety (90) days after such termination of employment to exercise this Option to the extent it is otherwise exercisable on the date of employment termination, but in no event later than the Expiration Date.  If the Optionee is terminated for Cause, all rights under this Option shall expire immediately upon the giving to the Optionee of notice of such termination.
 
Nothing herein is intended to diminish the rights of the Optionee under the Plan if the Optionee's employment is terminated due to death or Disability.
 
In accordance with Section 8 below, the foregoing provisions of this Section 5 shall apply following a Change in Control to this Option or, if applicable, the Replacement Award (as defined in Section 8) which continues in effect after the Change in Control, provided, that if Optionee's employment terminates upon or after a Change in Control under circumstances constituting involuntary termination without Cause (as described above), then this Option, or, if applicable, the  Replacement Award, shall become immediately exercisable (to the extent not already exercisable) and shall remain exercisable for a period of 90 days after such termination of employment, but in no event later than the Expiration Date.
 
6.    Regulatory, Recoupment and Holding Period Requirements . Optionee acknowledges and agrees that this Award and Optionee's receipt of any Shares hereunder is subject to possible reduction, cancellation, forfeiture, recoupment (clawback), delayed payment or holding period requirements, (a) upon the occurrence of events set forth in Section 19.3 of the Plan, or (b) pursuant to policies which the Company has or may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.
 
7.    Adjustments for Changes in Capitalization of the Company .  In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, share combination or other change in the corporate structure of the Company affecting the shares of the Company's Common Stock, such
 
ISO-2
 
 
 
 
adjustment shall be made in the number and class of shares covered by this Option and the Exercise Price of this Option as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights; and provided that the number of shares subject to this Option shall always be a whole number.
 
8.    Effect of Change in Control .  A Change in Control shall not, by itself, result in acceleration of the vesting and exercisability of the Option, except as provided in this Section 8.
 
Upon a Change in Control prior to the scheduled vesting date, except to the extent that another Award meeting the requirements of this Section 8 (a "Replacement Award") is provided to Optionee to replace this Award (the "Replaced Award"), the Option shall vest and be exercisable in full on the effective date of such Change in Control.
 
An Award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:
 
(a)   The Award has a value at least equal to the value of the Replaced Award;
 
(b)   The Award relates to publicly-traded equity securities of the Company or its successor following the Change the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and
 
(c)   The other terms and conditions of the Award are not less favorable to the Optionee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 5 relating to vesting and exercisability in the event of termination of employment).
 
Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied.  The determination of whether the conditions of this Section 8 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
 
9.    Shareholder Rights Not Granted by This Option .  The Optionee is not entitled by virtue hereof to any rights of a shareholder of the Company or to notice of meetings of shareholders or to notice of any other proceedings of the Company.
 
10.   Withholding Tax .  The Company shall have the power and the right to deduct or withhold from shares of Common Stock issuable upon exercise of the Option, shares with a Fair Market Value equal to the amount sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld, unless Optionee has made arrangements acceptable to the Company for the payment of such taxes.
 
11.   Notices .  All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Southern Missouri Bancorp, Inc., 2991 Oak Grove Road, Poplar Bluff, MO 63901.  Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee's address noted below.  Such addresses for the service of notices may be changed at any time provided written notice of the change is furnished in advance to the Company or to the Optionee, as the case may be.
 
12.   Plan and Plan Interpretations as Controlling .  This Option and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling.  All determinations and interpretations of the Committee shall be binding and conclusive upon the Optionee or his legal representatives with regard to any question arising hereunder or under the Plan.
 
13.   Optionee Service .  Nothing in this Option shall limit the right of the Company or any of its Affiliates to terminate the Optionee's service as an officer or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services of the Optionee.
 
ISO-3
 
 
 
 
14.   Optionee Acceptance .  The Optionee shall signify his acceptance of the terms and conditions of this Option by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 11 above.  To the extent the terms of any employment, severance or other agreement to which the Optionee is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Award Agreement, including the vesting or exercise rights contained in Sections 5 and 8, the terms of this Award Agreement shall control.
  
15.   Electronic Signature .  All references to signatures and delivery of documents in this Option may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Option.  Optionee's electronic signature, including, without limitation, "click-through" acceptance of this Option through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, Optionee's manual signature.  Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Option.
 
16.   Notice of Sale .  The Optionee or any person to whom this Option or the Option Shares shall have been transferred by will or by the laws of descent and distribution promptly shall give notice to the Company in the event of the sale or other disposition of Option Shares within the later of (a) two years from the date of grant of this Option or (b) one year from the date of exercise of this Option.  Such notice shall specify the number of Option Shares sold or otherwise disposed of and be directed to the address set forth in Section 11 above.
  
IN WITNESS WHEREOF, the parties hereto have caused this INCENTIVE STOCK OPTION AGREEMENT to be executed as of the date first above written.
 
 
SOUTHERN MISSOURI BANCORP, INC.
 
 
_________________________________________
[Name/Title]
 
 
 
ACCEPTED:
 
 
 
__________________________________________
 
 
 
 
__________________________________________
 (Street Address)
 
 
 
 
___________________________________________
(City, State, and Zip Code)
 
 
 
 
 
 
ISO-4
EXHIBIT 99.3
 
SOUTHERN MISSOURI BANCORP, INC.
 
2017 OMNIBUS INCENTIVE PLAN
 
NON-QUALIFIED STOCK OPTION AGREEMENT

 
NQSO NO. _____
 
This option, intended to be a Non-Qualified Stock Option, is granted as of [     ] by Southern Missouri Bancorp, Inc. (the "Company") to ___________ (the "Optionee"), in accordance with the following terms and conditions:
 
1.    Option Grant and Exercise Period .  The Company hereby grants to the Optionee an Option (the "Option") to purchase, pursuant to the Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions therein and hereinafter set forth, an aggregate of _____ shares (the "Option Shares") of the Common Stock, par value $.01 per share ("Common Stock"), of the Company at the price (the "Exercise Price") of $____ per share.  A copy of the Plan, as currently in effect, is incorporated herein by reference, and either is attached hereto or has been delivered previously to the Optionee. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Plan.
 
Except as set forth in Section 5 below or Section 8 below, this Option shall be exercisable only during the period (the "Exercise Period") commencing on [     ] and ending at 5:00 p.m., Central time, on [     ], such later time and date being hereinafter referred to as the "Expiration Date."  Subject to Sections 5 and 8 below, this Option shall vest and become exercisable according to the following schedule:
 
Vesting Date
Cumulative Percentage of
Initial Award Vested
 
 
   
   
 
 
 
 
 
 
 
During the Exercise Period, to the extent vested, this Option shall be exercisable in whole at any time or in part from time to time subject to the provisions of this Agreement.
 
2.    Method of Exercise of This Option .  This Option may be exercised during the Exercise Period by providing written notice to Lorna Brannum, the assistant secretary of the Company specifying the number of Option Shares to be purchased; provided however, that the minimum number of Option Shares which may be purchased at any time shall be 100, or, if less, the total number of Option Shares relating to the Option which remain un-purchased.  The notice must be in the form prescribed by Section 6.6 of the Plan.  The date of exercise is the date on which such notice is received by the Company.  Such notice must be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise.  Payment shall be made (i) in cash or its equivalent (including cash or its equivalent paid through a broker-assisted exercise program), (ii) by tendering previously acquired shares of Common Stock having an aggregate fair market value at the time of exercise equal to the aggregate Option Price, (iii) by net exercise (a cashless exercise whereby the Company will reduce the number of Option Shares issuable upon exercise by the number of Shares having a Fair Market Value equal to the exercise price for the Option Shares to be purchased upon exercise), or (iv) by a combination of (i), (ii) and (iii).  Promptly after such payment, subject to Section 3 below, the Company shall issue and deliver to the Optionee or other person exercising this Option (pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee) a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another jointly with right of survivorship.
 
NQSO-1
 

 
3.    Delivery and Registration of Shares of Common Stock .  The Company's obligation to deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Optionee or any other person to whom such shares are to be delivered pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), or any other Federal, state or local securities law or regulation.  In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under the Securities Act or other securities law or regulation.  The Company shall not be required to deliver any shares upon exercise of this Option prior to (i) the admission of such shares to listing on any stock exchange or system on which the shares of Common Stock may then be listed, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.
 
4.    Non-transferability of This Option .  This Option may not be assigned, encumbered, or transferred except, in the event of the death of the Optionee, by will or the laws of descent and distribution to the extent provided in Section 5 below.  This Option is exercisable during the Optionee's lifetime only by the Optionee.  The provisions of this Option shall be binding upon, inure to the benefit of and be enforceable by the parties hereto, the successors and assigns of the Company and any person to whom this Option is transferred by will or by the laws of descent and distribution.
 
5.    Termination of Employment .  Except as otherwise provided in this Section 5, if the Optionee voluntarily terminates employment or service as a director or the Optionee's employment or service as a director is involuntarily terminated without Cause (including voluntary termination under circumstances constituting an involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Optionee), then the Optionee shall have ninety (90) days after such termination of employment or service as a director to exercise this Option to the extent it is otherwise exercisable on the date of employment termination, but in no event later than the Expiration Date.  If the Optionee is terminated for Cause, all rights under this Option shall expire immediately upon the giving to the Optionee of notice of such termination.
 
Nothing herein is intended to diminish the rights of the Optionee under the Plan if the Optionee's employment is terminated due to death or Disability.
 
In accordance with Section 8 below, the foregoing provisions of this Section 5 shall apply following a Change in Control to this Option or, if applicable, the Replacement Award (as defined in Section 8) which continues in effect after the Change in Control, provided, that if Optionee's employment terminates upon or after a Change in Control under circumstances constituting involuntary termination without Cause (as described above), then this Option, or, if applicable, the  Replacement Award, shall become immediately exercisable (to the extent not already exercisable) and shall remain exercisable for a period of 90 days after such termination of employment, but in no event later than the Expiration Date.

6.    Regulatory, Recoupment and Holding Period Requirements . Optionee acknowledges and agrees that this Award and Optionee's receipt of any Shares hereunder is subject to possible reduction, cancellation, forfeiture, recoupment (clawback), delayed payment or holding period requirements, (a) upon the occurrence of events set forth in Section 19.3 of the Plan, or (b) pursuant to policies which the Company has or may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.
 
7.    Adjustments for Changes in Capitalization of the Company .  In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, share combination or other change in the corporate structure of the Company affecting the shares of the Company's Common Stock, such adjustment shall be made in the number and class of shares covered by this Option and the Exercise Price of this Option as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights; and provided that the number of shares subject to this Option shall always be a whole number.
 
8.   Effect of Change in Control .  A Change in Control shall not, by itself, result in acceleration of the vesting and exercisability of the Option, except as provided in this Section 8.
 
NQSO-2
 
 
 
Upon a Change in Control prior to the scheduled vesting date, except to the extent that another Award meeting the requirements of this Section 8 (a "Replacement Award") is provided to Optionee to replace this Award (the "Replaced Award"), the Option shall vest and be exercisable in full on the effective date of such Change in Control.
 
An Award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:
 
(a)   The Award has a value at least equal to the value of the Replaced Award;
 
(b)   The Award relates to publicly-traded equity securities of the Company or its successor following the Change the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and
 
(c)   The other terms and conditions of the Award are not less favorable to the Optionee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 5 relating to vesting and exercisability in the event of termination of employment).
 
Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied.  The determination of whether the conditions of this Section 8 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
 
9.    Shareholder Rights Not Granted by This Option .  The Optionee is not entitled by virtue hereof to any rights of a shareholder of the Company or to notice of meetings of shareholders or to notice of any other proceedings of the Company.
 
10.    Withholding Tax .  The Company shall have the power and the right to deduct or withhold from shares of Common Stock issuable upon exercise of the Option, shares with a Fair Market Value equal to the amount sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld, unless Optionee has made arrangements acceptable to the Company for the payment of such taxes.
 
11.    Notices .  All notices hereunder to the Company shall be delivered or mailed to it addressed to the Assistant Secretary of Southern Missouri Bancorp, Inc., 2991 Oak Grove Road, Poplar Bluff, Missouri  63901.  Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee's address noted below.  Such addresses for the service of notices may be changed at any time provided written notice of the change is furnished in advance to the Company or to the Optionee, as the case may be.
 
12.    Plan and Plan Interpretations as Controlling .  This Option and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling.  All determinations and interpretations of the Committee shall be binding and conclusive upon the Optionee or his legal representatives with regard to any question arising hereunder or under the Plan.
 
13.    Optionee Service .  Nothing in this Option shall limit the right of the Company or any of its Affiliates to terminate the Optionee's service as an officer or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services of the Optionee.
 
14.    Optionee Acceptance .  The Optionee shall signify his acceptance of the terms and conditions of this Option by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 11 above.
 
15.    Electronic Signature .  All references to signatures and delivery of documents in this Option may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Option.  Optionee's electronic signature, including, without limitation, "click-through" acceptance of this Option through a website maintained by or on behalf of the
 
NQSO-3
 
 
 
 
 
Company, is the same as, and shall have the same force and effect as, Optionee's manual signature.  Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Option.
 
IN WITNESS WHEREOF, the parties hereto have caused this NON-QUALIFIED STOCK OPTION AGREEMENT to be executed as of the date first above written.
 
 
SOUTHERN MISSOURI BANCORP, INC.
 
 
_________________________________________
[Name/Title]
 
 
 
 
ACCEPTED:
 
 
 
__________________________________________
 
 
 
 
__________________________________________
 (Street Address)
 
 
 
 
___________________________________________
(City, State, and Zip Code)
 
 
 
 
 
 
 
 
 
 
 
 

NQSO-4
EXHIBIT 99.4
 
 
SOUTHERN MISSOURI BANCORP,  INC.
 
2017 OMNIBUS INCENTIVE PLAN
 
RESTRICTED STOCK UNIT AGREEMENT
 

 
RSU NO. _______
 
Restricted Stock Units are hereby awarded on [     ] (the "Grant Date") by Southern Missouri Bancorp, Inc., a Missouri corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the Southern Missouri Bancorp, Inc. Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth.  A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Grantee.  Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.
 
1.    Award .  The Company hereby awards to the Grantee ________ Restricted Stock Units ("RSUs") representing the right to receive shares of the common stock, par value $.01 per share ("Common Stock"), of the Company.
 
2.    Restrictions on Transfer; Vesting.   When vested, each RSU will entitle the Grantee to receive one share of Common Stock, together with any Dividend Equivalents Rights (as described in Section 4 below).  The RSUs may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee, except in the event of the death of the Grantee, by will or the laws of descent and distribution, or, during the lifetime of the Grantee, pursuant to a Qualified Domestic Relations Order or by gift to any member of the Grantee's immediate family or to a trust for the benefit of Grantee or one or more of such immediate family members, provided, that such RSUs shall remain subject to the provisions of the Agreement.  For purposes of this Section 2, the Grantee's "immediate family" shall mean the lineal ascendants and lineal descendants of the Grantee or his or her spouse, or any one or more of them.  The lapsing of the restrictions described above is sometimes referred to in this Agreement as "vesting."
 
Subject to Section 3 of this Agreement, the RSUs will vest per the following schedule:
 
[  ] of the RSUs will vest on each of [     ] (each a "Scheduled Vesting Date"), provided that Grantee is then serving as an employee[ , director, advisory director or director emeritus] of the Company or any Subsidiary.
 
3.    Termination of Service .  If the Grantee's employment is terminated for any reason other than due to death, Disability or a termination upon or after a Change in Control (each a "Qualifying Termination") prior to the vesting of the RSUs, upon such termination of employment the unvested RSUs shall be forfeited; provided, however, that the Committee, in its sole discretion, may, in the event of a termination of employment other than due to a Qualifying Termination or Cause, provide for vesting upon such terms and provisions as it deems proper.  If the Grantee's employment is terminated by reason of a Qualifying Termination, the RSUs, if not theretofore vested, shall vest in full on the date of termination. 
 
4.    Grantee's Rights; Dividend Equivalent Right .  The Grantee shall have no voting rights with respect to the shares of Common Stock underlying the RSUs unless and until such shares of Common Stock are issued to the Grantee in settlement of the RSUs. The Grantee shall be entitled to receive an amount equal to any cash dividends paid on the shares of Common Stock underlying the RSUs between the Grant Date and the date such vested RSU is paid (the "Dividend Equivalent Right"), which amount shall [ accumulate, without interest, and be paid in cash at the time the RSUs are paid under Section 5, or shall be forfeited at the time the RSUs are forfeited]   [ be paid to the Grantee at the same time as they are paid to other holders of the Company's common stock ] .  If any dividends or distributions are paid in shares of Common Stock, such shares of Common Stock shall be subject to the same restrictions on transferability and forfeitability as the RSUs with respect to which they were paid.
 

 
 
5.    Payment of Award .  An RSU that has vested ("Vested RSU") shall be paid in the form of a share of Common Stock, as of the earliest to occur of the following:  (A) the applicable Scheduled Vesting Date set forth in Section 2 above, or (B) the date of Grantee's termination of employment which constitutes a "separation from service" under Section 409A.  Such payment shall be made as soon as practicable following the applicable Scheduled Vesting Date or separation from service date, but in no event later than thirty (30) days following the Scheduled Vesting Date or the date the separation from service occurred.   [In addition, the Grantee shall be entitled to receive a lump sum cash payment equal to the Dividend Equivalent Rights with respect to any Vested RSUs at the same time as the payment of shares underlying the Vested RSUs.]   Notwithstanding the foregoing, payment due to a separation from service may not be made to a Grantee who is a "specified employee" (as defined under Section 409A) before the date which is six months after the date of the Grantee's separation from service (or, if earlier, the date of death of the Grantee).  Any payments that would otherwise be made during this period of delay as a result of the Grantee's separation from service shall be accumulated and paid within fifteen (15) days after the first day of the seventh month following the Grantee's separation from service (or, if earlier, on or before the first day of the third month after the Grantee's death).
  
6.    Adjustments for Changes in Capitalization of the Company .  In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split up, share combination or other change in the corporate structure of the Company affecting the shares of the Company's Common Stock, such adjustment shall be made in the number and class of shares subject to this Agreement, as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights, provided that the number of shares covered by this Agreement shall always be a whole number and the average closing price shall be rounded to the nearest whole cent.
 
7.    Effect of Change in Control .  A Change in Control shall not, by itself, result in acceleration of vesting of the RSUs, except as provided in this Section 7.
 
Upon a Change in Control prior to the final Scheduled Vesting Date, except to the extent that another award meeting the requirements of this Section 8 (a "Replacement Award") is provided to Grantee to replace this award (the "Replaced Award"), the RSUs shall vest in full on the effective date of such Change in Control.
 
An Award shall meet the conditions of this Section 7 (and thereby qualify as a Replacement Award) if the following conditions are met:
 
(a)    The award has a value at least equal to the value of the Replaced Award;
 
(b)    The award relates to publicly-traded equity securities of the Company or its successor following the Change the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and
 
(c)    The other terms and conditions of the award are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 3 relating to vesting in the event of a Qualifying Termination).
 
Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied.  The determination of whether the conditions of this Section 7 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. 
 
8.    Delivery and Registration of Shares of Common Stock .  The Company's obligation to deliver the shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state or local securities regulation.  It may be provided that any representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities regulation.  The
 
2
 
 
 
 
Company shall not be required to deliver any shares of Common Stock under the Plan prior to (i) the admission of such shares to listing on any stock exchange or automated quotation system on which the shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.
 
9.    Grantee Employment .  Nothing in this Agreement shall limit the right of the Company or any Subsidiary to terminate the Grantee's employment, or otherwise impose upon the Company or any Subsidiary any obligation to employ or accept the services of the Grantee.
 
10.    Withholding Tax .  Upon the vesting of the RSUs, the Company may withhold from any payment or distribution made under the Plan Shares with a Fair Market Value sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld.  The Company shall have the right to deduct from all Dividend Equivalent Rights paid with respect to RSUs the amount of any taxes which the Company is required to withhold at the time such Dividend Equivalent Rights are paid to Grantee pursuant to this Agreement.
 
             11.    Regulatory, Recoupment and Holding Period Requirements .  Grantee acknowledges and agrees that this Award and Grantee's receipt of RSUs and any shares of Common Stock hereunder is subject to (a) the provisions of Section 19.3 of the Plan, including possible reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements, upon the occurrence of events set forth in Section 19.3 of the Plan, and (b) any policies which the Company may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.

[12.    Non-solicitation .

(a)  In exchange for the Company providing the Grantee the consideration set forth herein and other confidential information, during the Grantee's employment with the Company and for a period of one year after the separation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly: (i) solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with any person whom the Grantee had contact with or job-related information about in the course of such person's employment or other relationship with the Company, or suggest to or discuss with any such person the discontinuation of that person's status or employment with the Company; or (ii) on behalf of any person or entity engaged in the same or similar business as the Company, call on, service, solicit, or accept competing business from the Company's customers or prospective customers whom or which the Grantee, within the previous two (2) years, had or made contact with regarding the Company's business or had access to the Company's information or files about such customer or prospective customer.

(b)  To the extent that any provision of this Section 12 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated.  Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any period of time during which the Grantee is in violation of the provision(s).

(c)  The Company's right to enforce the terms of this Section 12 shall not be affected by the existence or non-existence of any other similar agreement for anyone else, or by the Company's failure to fully enforce, or enforce at all, the terms of any other such agreement.  The provisions of this Section 13 are in addition to and not in lieu of, and do not supersede, cancel or replace, (i) any agreement regarding non-solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the Grantee, or (ii) any provisions of an existing agreement regarding any such subjects.  Likewise, this Agreement does not alter or amend the terms of any existing agreement between the Company and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement or cancel the terms of this Agreement. In case of any conflict between the terms of this Agreement and the terms of any such agreement concerning employment, the terms of that agreement shall
 
3
 
 
 
 
not operate to cancel, supersede or preclude the enforcement of the terms of this Agreement. The terms of any other such agreement shall be construed and enforced without reference to this Agreement unless such agreement references this Agreement, specifically or generally. ]
 
13.    Grantee Acceptance .  The Grantee shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company.  [To the extent the terms of any employment, severance or other agreement to which the Grantee is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including the vesting rights contained in Sections 2 and 3, the terms of this Agreement shall control.]

14.   Conformity with Plan .  The grant of Shares is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference).  Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan.  By executing and returning the enclosed copy of this Agreement, Grantee acknowledges his or her receipt of this Agreement and the Plan and agrees to be bound by all of the terms of this Agreement and the Plan.

15.    Electronic Signature .  All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement.  Grantee's electronic signature, including, without limitation, "click-through" acceptance of this Agreement through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, Grantee's manual signature.  Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Agreement.

16.    Entire Agreement .  This Agreement and the terms of the Plan constitute the entire understanding between the Grantee and the Company, and supersede all other agreements, whether written or oral, with respect to this award of Shares.
 
17.    Section 409A .  The RSUs are intended to comply with Section 409A and official guidance issued thereunder.  Notwitstanding anything herein to the contrary, this Award shall be interpreted, operated and administered in a manner consistent with this intention.
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
 
 
SOUTHERN MISSOURI BANCORP, INC.
 
 
_________________________________________
[Name/Title]
 
 
 
 
ACCEPTED BY GRANTEE :
 
 
__________________________________________
 
 (Signature)
 
__________________________________________
 (Street Address)
 
 
___________________________________________
(City, State, and Zip Code)
 
 
4
 
 
 
Beneficiary Designation:

The Grantee designates the following Beneficiary or Beneficiaries to receive the Shares upon the Grantee's death:

______________________________________________________________________________________
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
5
EXHIBIT 99.5
 
 
SOUTHERN MISSOURI BANCORP, INC.
 
2017 OMNIBUS INCENTIVE PLAN
 
RESTRICTED STOCK AWARD AGREEMENT
[Time-based Vesting]
 
RSA-M  NO. _______
 
Restricted Stock is hereby awarded on _____________ by Southern Missouri Bancorp, Inc., a Missouri corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth.  A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Grantee.  Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

             1.    Share Award .  The Company hereby awards to the Grantee ________ shares (the "Shares") of the common stock, par value $.01 per share ("Common Stock"), of the Company.  
 
2.    Restrictions on Transfer and Restricted Period .  Except as otherwise provided in this Section 2 or in Section 3 of this Agreement, during the period commencing on [     ] and terminating on [     ] (the "Restricted Period"), the Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee, except in the event of the death of the Grantee, by will or the laws of descent and distribution, or, during the lifetime of the Grantee, pursuant to a Qualified Domestic Relations Order or by gift to any member of the Grantee's immediate family or to a trust for the benefit of Grantee or one or more of such immediate family members, provided, that such Shares shall remain subject to the provisions of the Agreement.  For purposes of this Section 2, the Grantee's "immediate family" shall mean the lineal ascendants and lineal descendants of the Grantee or his or her spouse, or any one or more of them.  The lapsing of the restrictions described above is sometimes referred to in this Agreement as "vesting."
 
Subject to Section 3 of this Agreement, restrictions described above shall lapse, and the Shares will vest, per the following schedule:
 
[   ] of the Shares will vest on each of [    ] (each a "Scheduled Vesting Date"), provided that Grantee is then serving as an employee of the Company or any Subsidiary.
 
3.    Termination of Service .  If the Grantee's employment is terminated for any reason other than due to death, Disability, or a termination upon or after a Change in Control (each a "Qualifying Termination") prior to the vesting of the Shares, upon such termination of employment the unvested Shares shall be forfeited and returned to the Company; provided, however, that the Committee, in its sole discretion, may, in the event of a termination of employment other than due to a Qualifying Termination or Cause, provide for the lapsing of such restrictions upon such terms and provisions as it deems proper.  If the Grantee's employment is terminated by reason of a Qualifying Termination, the Shares, if not previously vested, shall vest in full on the date of termination.
 
4.    Certificates for the Shares .  The Company shall issue stock certificates or evidence of the issuance of such Shares in book-entry form, in the name of the Grantee, reflecting the number of Shares granted as set forth in Section 1.  The Company shall retain these certificates or evidence of the issuance of Shares in book-entry form until the Shares represented thereby become vested.  Prior to vesting, the Shares shall be subject to the following restriction, communicated in writing to the Company's stock transfer agent:
 
The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as
 
RSA-1
 
 
 
 
 
set forth in the Southern Missouri Bancorp,  Inc. 2017 Omnibus Incentive Plan and in a Restricted Stock Agreement dated [     ].  A copy of the Plan and such Restricted Stock Agreement may be obtained from the Assistant Secretary of Southern Missouri Bancorp, Inc.
 
             The Grantee further agrees that simultaneously with his/her execution of this Agreement, he/she shall execute a stock power(s) endorsed in blank in favor of the Company with respect to the Shares and he/she shall promptly deliver such stock power to the Company.
 
5.    Grantee's Rights; Dividends .  Except as otherwise provided herein, the Grantee, as owner of the Shares, shall have the rights of a stockholder to vote the Shares.  Cash dividends paid on the Shares shall [ accumulate, without interest, and be paid in cash at the time the Shares vest under Section 2 or 3, or shall be forfeited at the time the Shares are forfeited ][ be paid to the Grantee at the same time as they are paid to other holders of the Company's common stock ] .  If any dividends or distributions are paid in shares of Common Stock, such shares of Common Stock shall be subject to the same restrictions on transferability and forfeitability as the Shares with respect to which they were paid.
 
6.    Vesting .  Upon the vesting of the Shares, (a) the Company shall deliver to the Grantee (or, in the event of a transfer of Shares permitted by Section 2 of this Agreement, the person to whom the transferred Shares are so transferred) the certificate or evidence of the issuance of such Shares in book-entry form in respect of such vested Shares and the related stock power held by the Company pursuant to Section 4 above, and (b) the Shares which shall have vested shall be free of the restrictions referred to in Section 2 above and the certificate or other evidence of issuance relating to such vested Shares shall not bear the legend provided for in Section 4 above.
 
7.    Adjustments for Changes in Capitalization of the Company .  In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split up, share combination or other change in the corporate structure of the Company affecting the shares of the Company's Common Stock, such adjustment shall be made in the number and class of shares subject to this Agreement, as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights, provided that the number of shares covered by this Agreement shall always be a whole number and the average closing price shall be rounded to the nearest whole cent.
 
8.    Effect of Change in Control .  A Change in Control shall not, by itself, result in acceleration of vesting of the Shares, except as provided in this Section 8.
 
Upon a Change in Control prior to the final Scheduled Vesting Date, except to the extent that another award meeting the requirements of this Section 8 (a "Replacement Award") is provided to Grantee to replace this award (the "Replaced Award"), the Shares shall vest in full on the effective date of such Change in Control.
 
An award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:
 
(a)   The award has a value at least equal to the value of the Replaced Award;
 
(b)   The award relates to publicly-traded equity securities of the Company or its successor following the Change the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and
 
(c)   The other terms and conditions of the award are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 2 relating to vesting in the event of a Qualifying Termination).
RSA-2
  
 
 
 
Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 8 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
 
9.    Delivery and Registration of Shares of Common Stock .  The Company's obligation to deliver the Shares hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state or local securities regulation.  It may be provided that any representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities regulation.  The Company shall not be required to deliver any shares of Common Stock under the Plan prior to (i) the admission of such shares to listing on any stock exchange or automated quotation system on which the shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

10.    Grantee Employment .  Nothing in this Agreement shall limit the right of the Company or any Subsidiary to terminate the Grantee's employment, or otherwise impose upon the Company or any Subsidiary any obligation to employ or accept the services of the Grantee.
 
11.    Withholding Tax .  Upon the vesting of the Shares (or at any such earlier time, if any, that an election is made by the Grantee under Section 83(b) of the Internal Revenue Code of 1986, as amended, or any successor provision thereto), the Company may withhold from any payment or distribution made under the Plan Shares with a Fair Market Value sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld. The Company shall have the right to deduct from all dividends paid with respect to Shares the amount of any taxes which the Company is required to withhold at the time such dividends are paid to Grantee pursuant to Section 5 of this Agreement.

12.    Regulatory, Recoupment and Holding Period Requirements .  Grantee acknowledges and agrees that this award and Grantee's receipt of any Shares hereunder is subject to (a) the provisions of Section 19.3 of the Plan, including possible reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements, upon the occurrence of events set forth in Section 19.3 of the Plan, and (b) any policies which the Company may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.
 
[13.    Non-solicitation .

(a)  In exchange for the Company providing the Grantee the consideration set forth herein and other confidential information, during the Grantee's employment with the Company and for a period of one year after the separation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly: (i) solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with any person whom the Grantee had contact with or job-related information about in the course of such person's employment or other relationship with the Company, or suggest to or discuss with any such person the discontinuation of that person's status or employment with the Company; or (ii) on behalf of any person or entity engaged in the same or similar business as the Company, call on, service, solicit, or accept competing business from the Company's customers or prospective customers whom or which the Grantee, within the previous two (2) years, had or made contact with regarding the Company's business or had access to the Company's information or files about such customer or prospective customer.

(b)  To the extent that any provision of this Section 13 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such
 
RSA-3
 
 
 
 
circumstances. If the Grantee violates a non-solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated.  Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any period of time during which the Grantee is in violation of the provision(s).

(c)  The Company's right to enforce the terms of this Section 13 shall not be affected by the existence or non-existence of any other similar agreement for anyone else, or by the Company's failure to fully enforce, or enforce at all, the terms of any other such agreement.  The provisions of this Section 13 are in addition to and not in lieu of, and do not supersede, cancel or replace, (i) any agreement regarding non-solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the Grantee, or (ii) any provisions of an existing agreement regarding any such subjects.  Likewise, this Agreement does not alter or amend the terms of any existing agreement between the Company and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement or cancel the terms of this Agreement. In case of any conflict between the terms of this Agreement and the terms of any such agreement concerning employment, the terms of that agreement shall not operate to cancel, supersede or preclude the enforcement of the terms of this Agreement. The terms of any other such agreement shall be construed and enforced without reference to this Agreement unless such agreement references this Agreement, specifically or generally.]
 
14.    Grantee Acceptance .  The Grantee shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the space provided below and signing the attached stock power and returning a signed copy hereof and of the attached stock power to the Company.  To the extent the terms of any employment, severance or other agreement to which the Grantee is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including the vesting rights contained in Sections 2 and 3, the terms of this Agreement shall control.

15.   Conformity with Plan .  The grant of Shares is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference).  Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan.  By executing and returning the enclosed copy of this Agreement, Grantee acknowledges his or her receipt of this Agreement and the Plan and agrees to be bound by all of the terms of this Agreement and the Plan.

16.    Electronic Signature .  All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement.  Grantee's electronic signature, including, without limitation, "click-through" acceptance of this Agreement through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, Grantee's manual signature.  Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Agreement.

17.    Entire Agreement .  This Agreement and the terms of the Plan constitute the entire understanding between the Grantee and the Company, and supersede all other agreements, whether written or oral, with respect to this award of Shares.

 




(Signatures contained on following page.)
 
RSA-4

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
 
 
SOUTHERN MISSOURI BANCORP, INC.
 
 
_________________________________________
[Name/Title]
 
 
 
 
ACCEPTED BY GRANTEE :
 
 
__________________________________________
 
 (Signature)
 
__________________________________________
 (Street Address)
 
 
___________________________________________
(City, State, and Zip Code)
 


Beneficiary Designation:

The Grantee designates the following Beneficiary or Beneficiaries to receive the Shares upon the Grantee's death:

______________________________________________________________________________________
 

 
RSA-5


STOCK POWER
 
For value received, I hereby assign and transfer to Southern Missouri Bancorp, Inc. (the "Company") __________ shares of the common stock of the Company, representing all of the shares of common stock of the Company granted to me on             , 20__ , standing in my name on the books and records of the Company, [ represented by Certificate No. _____, ][ in book-entry form ] , and do hereby irrevocably constitute and appoint the Secretary of the Company, with full power of substitution, to transfer this stock on the books and records of the aforesaid Company:





 
 
_____________________________________ 
Name of Grantee
 
 
Dated:                                                                                         
 
 
 
In the presence of:___________________________________                                          
 
 
 
 
 
 
 
RSA-6

 
83(b) ELECTION FORM


TO:     Internal Revenue Service Center
           [Address where the employee files his or her personal income tax return]


ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986

Name:            __________________________________________________________________
Address:         __________________________________________________________________
                    __________________________________________________________________
                    __________________________________________________________________

Social Security Number _____ - ____ - _____

Property with respect to which this Election is made: _________ shares of the common stock of Southern Missouri Bancorp, Inc.

Date of Grant or Transfer: _________________.

Taxable Year for which Election is made:  Calendar Year _____.

Nature of the Restrictions to which the Property is Subject:  a vesting schedule pursuant to which the taxpayer will not be vested in the shares of common stock Shares until ___________.

Fair Market Value of the Property upon receipt by taxpayer: $___________.

Amount Paid for the Property: ____________.

Copies of this Election have been furnished to ________________ at Southern Missouri Bancorp, Inc..

A copy of this Election also shall be attached to my IRS Form 1040 for calendar year _____.


___________________            ___________________________________________
Date                                          Signature

 
 
 
RSA-7

 
EXHIBIT 99.6
 
SOUTHERN MISSOURI BANCORP, INC..
 
2017 OMNIBUS INCENTIVE PLAN
 
RESTRICTED STOCK AWARD AGREEMENT
(Non-Employee Director Form)
 
RSA-D NO. _______
 
Restricted Stock is hereby awarded on _____________ by Southern Missouri Bancorp, Inc., a Missouri corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth.  A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Grantee.  Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

             1.   Share Award .  The Company hereby awards to the Grantee ________ shares (the "Shares") of the common stock, par value $.01 per share ("Common Stock"), of the Company.  
 
2.   Restrictions on Transfer and Restricted Period .  Except as otherwise provided in this Section 2 or in Section 3 of this Agreement, during the period commencing on [     ] and terminating on [     ] (the "Restricted Period"), the Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee, except in the event of the death of the Grantee, by will or the laws of descent and distribution, or, during the lifetime of the Grantee, pursuant to a Qualified Domestic Relations Order or by gift to any member of the Grantee's immediate family or to a trust for the benefit of Grantee or one or more of such immediate family members, provided, that such Shares shall remain subject to the provisions of the Agreement.  For purposes of this Section 2, the Grantee's "immediate family" shall mean the lineal ascendants and lineal descendants of the Grantee or his or her spouse, or any one or more of them.  The lapsing of the restrictions described above is sometimes referred to in this Agreement as "vesting."
 
Subject to Section 3 of this Agreement, restrictions described above shall lapse, and the Shares will vest, per the following schedule:
 
[   ] of the Shares will vest on each of [    ] (each a "Scheduled Vesting Date"), provided that Grantee is then serving as a director [ , director emeritus or advisory director ] of the Company or any Subsidiary.
 
3.   Termination of Service .  If the Grantee's service as a director is terminated for any reason other than due to death, Disability, or a termination upon or after a Change in Control (each a "Qualifying Termination") prior to the vesting of the Shares, upon such termination of employment the unvested Shares shall be forfeited and returned to the Company; provided, however, that the Committee, in its sole discretion, may, in the event of a termination of service as a director other than due to a Qualifying Termination or Cause, provide for the lapsing of such restrictions upon such terms and provisions as it deems proper.  If the Grantee's employment is terminated by reason of a Qualifying Termination, the Shares, if not previously vested, shall vest in full on the date of termination.
 
4.   Certificates for the Shares .  The Company shall issue stock certificates or evidence of the issuance of such Shares in book-entry form, in the name of the Grantee, reflecting the number of Shares granted as set forth in Section 1.  The Company shall retain these certificates or evidence of the issuance of Shares in book-entry form until the Shares represented thereby become vested.  Prior to vesting, the Shares shall be subject to the following restriction, communicated in writing to the Company's stock transfer agent:
 
The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as
 
RSA-1
 
 
 
 
 
set forth in the Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan and in a Restricted Stock Agreement dated [     ].  A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of Southern Missouri Bancorp, Inc.
 
             The Grantee further agrees that simultaneously with his/her execution of this Agreement, he/she shall execute a stock power(s) endorsed in blank in favor of the Company with respect to the Shares and he/she shall promptly deliver such stock power to the Company.
 
5.   Grantee's Rights; Dividends .  Except as otherwise provided herein, the Grantee, as owner of the Shares, shall have the rights of a stockholder to vote the Shares.  Cash dividends paid on the Shares shall [ accumulate, without interest, and be paid in cash at the time the Shares vest under Section 2 or 3, or shall be forfeited at the time the Shares are forfeited ][ be paid to the Grantee at the same time as they are paid to other holders of the Company's common stock ] .  If any dividends or distributions are paid in shares of Common Stock, such shares of Common Stock shall be subject to the same restrictions on transferability and forfeitability as the Shares with respect to which they were paid.
 
6.   Vesting .  Upon the vesting of the Shares, (a) the Company shall deliver to the Grantee (or, in the event of a transfer of Shares permitted by Section 2 of this Agreement, the person to whom the transferred Shares are so transferred) the certificate or evidence of the issuance of such Shares in book-entry form in respect of such vested Shares and the related stock power held by the Company pursuant to Section 4 above, and (b) the Shares which shall have vested shall be free of the restrictions referred to in Section 2 above and the certificate or other evidence of issuance relating to such vested Shares shall not bear the legend provided for in Section 4 above.
 
7.   Adjustments for Changes in Capitalization of the Company .  In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split up, share combination or other change in the corporate structure of the Company affecting the shares of the Company's Common Stock, such adjustment shall be made in the number and class of shares subject to this Agreement, as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights, provided that the number of shares covered by this Agreement shall always be a whole number and the average closing price shall be rounded to the nearest whole cent.
 
8.   Effect of Change in Control .  A Change in Control shall not, by itself, result in acceleration of vesting of the Shares, except as provided in this Section 8.
 
Upon a Change in Control prior to the final Scheduled Vesting Date, except to the extent that another award meeting the requirements of this Section 8 (a "Replacement Award") is provided to Grantee to replace this award (the "Replaced Award"), the Shares shall vest in full on the effective date of such Change in Control.
 
An award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:
 
(a)   The award has a value at least equal to the value of the Replaced Award;
 
(b)   The award relates to publicly-traded equity securities of the Company or its successor following the Change the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and
 
(c)   The other terms and conditions of the award are not less favorable to the Grantee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 2 relating to vesting in the event of a Qualifying Termination).
RSA-2
  
 
 
 
Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 8 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
 
9.   Delivery and Registration of Shares of Common Stock .  The Company's obligation to deliver the Shares hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state or local securities regulation.  It may be provided that any representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities regulation.  The Company shall not be required to deliver any shares of Common Stock under the Plan prior to (i) the admission of such shares to listing on any stock exchange or automated quotation system on which the shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

10.   Grantee Employment .  Nothing in this Agreement shall limit the right of the Company or any Subsidiary to terminate the Grantee's service or employment as a director, advisory director, director emeritus, officer or employee, or otherwise impose upon the Company or any Subsidiary any obligation to employ or accept the services of the Grantee.
 
11.   Withholding Tax .  Upon the vesting of the Shares (or at any such earlier time, if any, that an election is made by the Grantee under Section 83(b) of the Internal Revenue Code of 1986, as amended, or any successor provision thereto), the Company may withhold from any payment or distribution made under the Plan Shares with a Fair Market Value sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld. The Company shall have the right to deduct from all dividends paid with respect to Shares the amount of any taxes which the Company is required to withhold at the time such dividends are paid to Grantee pursuant to Section 5 of this Agreement.

12.   Regulatory, Recoupment and Holding Period Requirements .  Grantee acknowledges and agrees that this award and Grantee's receipt of any Shares hereunder is subject to (a) the provisions of Section 19.3 of the Plan, including possible reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements, upon the occurrence of events set forth in Section 19.3 of the Plan, and (b) any policies which the Company may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.
 
13.   Grantee Acceptance .  The Grantee shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the space provided below and signing the attached stock power and returning a signed copy hereof and of the attached stock power to the Company.  To the extent the terms of any employment, severance or other agreement to which the Grantee is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including the vesting rights contained in Sections 2 and 3, the terms of this Agreement shall control.

14.            Conformity with Plan .  The grant of Shares is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference).  Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan.  By executing and returning the enclosed copy of this Agreement, Grantee acknowledges his or her receipt of this Agreement and the Plan and agrees to be bound by all of the terms of this Agreement and the Plan.

15.   Electronic Signature .  All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement.  Grantee's electronic signature, including, without limitation, "click-through" acceptance of this Agreement through a website maintained by or on
 
RSA-3
 
 
 
 
behalf of the Company, is the same as, and shall have the same force and effect as, Grantee's manual signature.  Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Agreement.

16.   Entire Agreement .  This Agreement and the terms of the Plan constitute the entire understanding between the Grantee and the Company, and supersede all other agreements, whether written or oral, with respect to this award of Shares.

 




(Signatures contained on following page.)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RSA-4

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
 
 
SOUTHERN MISSOURI BANCORP, INC.
 
 
_________________________________________
[Name/Title]
 
 
 
ACCEPTED BY GRANTEE :
 
 
__________________________________________
 
 (Signature)
 
__________________________________________
 (Street Address)
 
 
___________________________________________
(City, State, and Zip Code)
 


Beneficiary Designation:

The Grantee designates the following Beneficiary or Beneficiaries to receive the Shares upon the Grantee's death:

______________________________________________________________________________________
 

 
RSA-5


STOCK POWER
 
For value received, I hereby assign and transfer to Southern Missouri Bancorp, Inc. (the "Company") __________ shares of the common stock of the Company, representing all of the shares of common stock of the Company granted to me on             , 20__ , standing in my name on the books and records of the Company, [ represented by Certificate No. _____, ][ in book-entry form ] , and do hereby irrevocably constitute and appoint the Secretary of the Company, with full power of substitution, to transfer this stock on the books and records of the aforesaid Company:





 
 
_____________________________________ 
Name of Grantee
 
 
Dated:                                                                                         
 
 
 
In the presence of:___________________________________                                          
 
 
 
 
 
 
 
 
 
RSA-6

 
83(b) ELECTION FORM


TO:     Internal Revenue Service Center
           [Address where the employee files his or her personal income tax return]


ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986

Name:            __________________________________________________________________
Address:         __________________________________________________________________
                    __________________________________________________________________
                    __________________________________________________________________

Social Security Number _____ - ____ - _____

Property with respect to which this Election is made: _________ shares of the common stock of Southern Missouri Bancorp, Inc.

Date of Grant or Transfer: _________________.

Taxable Year for which Election is made:  Calendar Year _____.

Nature of the Restrictions to which the Property is Subject:  a vesting schedule pursuant to which the taxpayer will not be vested in the shares of common stock Shares until ___________.

Fair Market Value of the Property upon receipt by taxpayer: $___________.

Amount Paid for the Property: ____________.

Copies of this Election have been furnished to ________________ at Southern Missouri Bancorp, Inc.

A copy of this Election also shall be attached to my IRS Form 1040 for calendar year _____.


___________________            ___________________________________________
Date                                          Signature

 
RSA-7
EXHIBIT 99.7
 
SOUTHERN MISSOURI BANCORP, INC.
 
2017 OMNIBUS INCENTIVE PLAN
 
PERFORMANCE SHARE AWARD AGREEMENT
 
 
PSA - NO. _______
 
Performance Shares are hereby awarded on _____________ (the "Grant Date") by Southern Missouri Bancorp, Inc., a Missouri corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the Southern Missouri Bancorp, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth.  [ This award of Performance Shares is intended to be Qualified Performance-Based Compensation within the meaning of Section 162(m) of the Code and Article 11 of the Plan. ]

Each Performance Share earned under this Agreement will be equivalent in value to one share of the Company's common stock, par value $0.01 per share (the "Common Stock"), and will entitle the Grantee to receive from the Company at the times set forth in this Agreement one share of Common Stock with respect thereto.  Each Performance Share is subject to the terms and conditions set forth herein and in the Plan. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Plan.
   
1.   Target Number of Performance Shares .  The target number of Performance Shares granted to the Grantee under this Agreement shall be ________.

2.   Performance Period, Vesting Date and Number of Performance Shares Available to be Earned .  The number of Performance Shares earned and the Performance Period, vesting and payment dates thereof shall be determined in accordance with Exhibit A attached hereto, the provisions of which are incorporated into this Agreement as if set forth herein. The Grantee shall not have any voting or dividend rights to the Shares until a stock certificate for the actual number of Shares that vests as of each Vesting Date is issued.

3.            Effect of Certain Events .  The effect of a Change in Control or of termination of the Grantee's employment upon the Award shall be determined as set forth in Exhibit A attached hereto.

4.             Adjustments for Changes in Capitalization of the Company .  In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split up, share combination or other change in the corporate structure of the Company affecting the shares of the Company's Common Stock, such adjustment shall be made in the number of Performance Shares and/or the number and class of shares of Common Stock payable with respect to the Performance Shares subject to this Agreement, as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights, provided that the number of Performance Shares and shares covered by this Agreement shall always be a whole number and the average closing price shall be rounded to the nearest whole cent.

5.   Delivery and Registration of Shares of Common Stock .  The Company's obligation to deliver the Common Stock payable with respect to the Performance Shares earned hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Grantee or any other person to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended, or any other Federal, state or local securities regulation.  It may be provided that any representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under such Securities Act or other securities regulation.  The Company shall not be required to deliver any shares of Common Stock under the Plan prior to (i) the admission of such shares to listing on any stock exchange or
 
PSA-1
 
 
 
 
automated quotation system on which the shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

6.   Grantee Employment .  Nothing in this Agreement shall limit the right of the Company or any Subsidiary to terminate the Grantee's employment, or otherwise impose upon the Company or any Subsidiary any obligation to employ or accept the services of the Grantee.
 
7.    Withholding Tax .  The Company shall withhold from any payment or distribution made under this Agreement shares of Common Stock with a Fair Market Value sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld.  The Company shall have the right to deduct from any dividend equivalents paid the amount of any taxes which the Company is required to withhold at the time such amounts are paid to the Grantee.

8.   Regulatory, Recoupment and Holding Period Requirements .  The Grantee acknowledges and agrees that this Award and the Grantee's receipt of any shares of Common Stock hereunder is subject to (a) the provisions of Section 19.3 of the Plan, including possible reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements, upon the occurrence of events set forth in Section 19.3 of the Plan, and (b) any policies which the Company may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.
 
[ 9.   Non-solicitation .

(a)  In exchange for the Company providing the Grantee the consideration set forth herein and other confidential information, during the Grantee's employment with the Company and for a period of one year after the separation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly: (i) solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with any person whom the Grantee had contact with or job-related information about in the course of such person's employment or other relationship with the Company, or suggest to or discuss with any such person the discontinuation of that person's status or employment with the Company; or (ii) on behalf of any person or entity engaged in the same or similar business as the Company, call on, service, solicit, or accept competing business from the Company's customers or prospective customers whom or which the Grantee, within the previous two (2) years, had or made contact with regarding the Company's business or had access to the Company's information or files about such customer or prospective customer.

(b)  To the extent that any provision of this Section 10 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Company the maximum protection and restrictions on the Grantee's activities permitted by applicable law in such circumstances. If the Grantee violates a non-solicitation provision described above and the Company brings legal action for injunctive relief, the Company shall not, as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated.  Accordingly, the provision(s) shall be deemed to be in effect for the duration specified therein, computed from the date the relief is granted but not to include any period of time during which the Grantee is in violation of the provision(s).

(c)  The Company's right to enforce the terms of this Section 10 shall not be affected by the existence or non-existence of any other similar agreement for anyone else, or by the Company's failure to fully enforce, or enforce at all, the terms of any other such agreement.  The provisions of this Section 10 are in addition to and not in lieu of, and do not supersede, cancel or replace, (i) any agreement regarding non-solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the Grantee, or (ii) any provisions of an existing agreement regarding any such subjects.  Likewise, this Agreement does not alter or amend the terms of any existing agreement between the Company and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement (or cancel the terms) of this Agreement. In case of any conflict between the terms of this Agreement and the terms of any such agreement concerning employment, the terms of that agreement
 
PSA-2
 
 
 
 
shall not operate to cancel, supersede or preclude the enforcement of the terms of this Agreement. The terms of any other such agreement shall be construed and enforced without reference to this Agreement unless such agreement references this Agreement, specifically or generally.]
 
10.   Grantee Acceptance .  The Grantee shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company.  To the extent the terms of any employment, severance or other agreement to which the Grantee is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including the vesting rights contained in Exhibit A, the terms of this Agreement shall control.

11.            Conformity with Plan .  The grant of Performance Shares is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference).  Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan.  By executing and returning the enclosed copy of this Agreement, the Grantee acknowledges his or her receipt of this Agreement and the Plan and agrees to be bound by all of the terms of this Agreement and the Plan.

12.   Electronic Signature .  All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement.  The Grantee's electronic signature, including, without limitation, "click-through" acceptance of this Agreement through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, the Grantee's manual signature.  Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Agreement.

13.   Entire Agreement .  This Agreement, including Exhibit A hereto, and the terms of the Plan constitute the entire understanding between the Grantee and the Company, and supersede all other agreements, whether written or oral, with respect to this award of Performance Shares.




(Signatures contained on following page.)
 
 
 
 
 
PSA-3
 

 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as of the date first written above.
 
 
SOUTHERN MISSOURI BANCORP, INC.
 
 
_________________________________________
[Name/Title]
 
 
 
 
ACCEPTED BY GRANTEE :
 
 
__________________________________________
 
 (Signature)
 
__________________________________________
 (Street Address)
 
 
___________________________________________
(City, State, and Zip Code)
 


Beneficiary Designation:

The Grantee designates the following Beneficiary or Beneficiaries to receive the Earned Performance Shares upon the Grantee's death:

______________________________________________________________________________________
 
 

 
PSA-4
 

 
Exhibit A to Performance Share Award Agreement

References herein to "Agreement" shall mean the Performance Share Award Agreement, inclusive of this Exhibit A, and references to "Award" shall mean the Performance Award evidenced by the Agreement.

1.            Vesting Dates
 
The Shares shall vest as follows:

Vesting Date
 
Maximum Number
of Shares Vesting (a)
__, 2018
 
Up to _______ Shares
__, 2019
 
Up to _______ Shares
__, 2020
 
Up to _______ Shares
__, 2021
 
Up to _______ Shares
__, 2022
 
Up to _______ Shares
__________________
(a)
The actual number of Shares that will vest as of each Vesting Date will be determined as set forth in Section 2 below.

2.            Performance Measure and Performance Goals . 

(a)            The actual number of shares that will vest as of each Vesting Date shown in Section 1. above will be dependent upon the Company's annualized return on average assets ("ROAA") over the 12 calendar quarters ending immediately prior to the Vesting Date (the "Performance Period").  If the Company's annualized ROAA for the Performance Period with respect to any Vesting Date is below ___%, then no Shares shall vest as of that Vesting Date, and that 20% portion of the Award shall be forfeited.  If the Company's annualized ROAA for the Performance Period with respect to any Vesting Date is ___% or higher, then the number of Shares that will vest as of that Vesting Date will be determined by multiplying the target number of Shares that could vest as of such Vesting Date (as set forth above) by the Vesting Percentage set forth below:

Annualized ROAA
 
Vesting Percentage
 
 
 
___% (Threshold)
 
 50%
___%  (Midpoint)
 
 75%
___% (Maximum)
 
100%

If the Company's annualized ROAA for the Performance Period is ___% or higher but less than ___%, then the Vesting Percentage shall be 50%. If the Company's annualized ROAA for the Performance Period is ___% or higher but less than ___%, then the Vesting Percentage shall be 75%. If the Company's annualized ROAA for the Performance Period is ___% or higher, then the Vesting Percentage shall be 100%.

If the Vesting Percentage with respect to any Vesting Date is less than 100%, then all Shares which could have vested as of such Vesting Date but which did not vest shall be forfeited.

(b)            Certification of Achievement Relative to Performance Goal :   Following the end of the Performance Period, the Committee will certify the level of the Performance Goals achieved.  Performance at or above the threshold level will result in all or a portion of the Performance Shares becoming earned ("Earned
 
PSA-5
 
 
 
 
Performance Shares") as set forth above. The certification of the level of the Performance Goals achieved and the corresponding number of Earned Performance Shares shall be determined and certified by the Committee in writing following the last day of the Performance Period.

(c)            Vesting Date for Earned Performance Shares :  Subject to Section 3 of this Exhibit A, 100% of the Earned Performance Shares will vest on the Certification Date, provided that the Grantee is then serving as an employee of the Company or any Subsidiary.
 
(d)            Payment of Shares for Earned and Vested Performance Shares :  The Company will issue shares of Common Stock and to the Grantee with respect to any Earned Performance Shares not later than 60 days following the last day of the performance period. The Grantee shall not have any voting or dividend rights to the Shares until a stock certificate for the actual number of Shares that vests as of each Vesting Date is issued in accordance with (a) above .

3.            Effect of Certain Events .   The following provisions will apply in the event of the termination of employment or the occurrence of a Change in Control prior to the end of the Performance Period and completion of the vesting period.

Effect of Termination of Service    If the Grantee terminates Service for any reason other than in connection with a Change in Control or the death or Disability of the Grantee, any Shares that have not vested as of the date of that termination shall be forfeited to the Company.  If the Grantee's Service terminates on account of the Grantee's death or Disability, the Vesting Date for all Shares that have not vested or been forfeited shall be accelerated to the date of that termination of Service.  In the event of a Change in Control (as defined in the Plan) prior to the end of the Performance Period, the number of Performance Shares earned shall be calculated and certified by the Committee, and such Performance Shares shall become earned, vested and payable as follows.

Earned Performance Shares:   The Performance Shares subject to this Award shall be deemed earned as determined by the Committee, to which the Performance Goals applicable to the Performance Shares have been met during the Performance Period up through and including the effective date of the Change in Control (using the latest available information prior to the date of the Change in Control).  The Committee shall determine and certify the number of Earned Performance Shares in accordance with Section 2 of this Exhibit A. [ Alternative language for Performance Shares NOT intended as Qualified Performance Based Compensation within the meaning of 162(m) of the IRC   - The Performance Shares subject to this Award shall be deemed earned to the extent of the greater of (i) the extent, as determined by the Committee, to which the Performance Goals applicable to the Performance Shares have been met during the Performance Period up through and including the effective date of the Change in Control (using the latest available information prior to the date of the Change in Control) or (ii) the target number of Performance Shares set forth in this Agreement.  The Committee shall determine and certify the number of Earned Performance Shares in accordance with Section 2 of this Exhibit A. ]

 
PSA-6
EXHIBIT 99.8
 

SOUTHERN MISSOURI BANCORP, INC
2017 OMNIBUS INCENTIVE PLAN

STOCK APPRECIATION RIGHT AWARD AGREEMENT


SAR No. _______________                                                    Grant Date: _______________

This Stock Appreciation Right Award ("SAR") is granted by Southern Missouri Bancorp, Inc. ("Company") to [Name] ("SAR Holder") in accordance with the terms of this Stock Appreciation Right Award Agreement ("Agreement") and subject to the provisions of the Southern Missouri Bancorp, Inc. Omnibus Incentive Plan, as amended from time to time ("Plan").  The Plan is incorporated herein by reference.

1.
SAR Award .  The Company grants to SAR Holder SARs to purchase [ Number ]   Shares at an Exercise Price of $ [ Number ]   per Share.  Each SAR gives the SAR Holder a right to receive a payment in Shares with an aggregate Fair Market Value on the exercise date equal to the amount by which the Fair Market Value of a Share on the exercise date exceeds the Exercise Price of the SAR.  No fractional shares or cash in lieu of fractional shares shall be issued.  These SARs are subject to forfeiture and to limits on transferability until they vest, as provided in Sections 5 and 6 of this Agreement and in Article 7 of the Plan.
2.
Vesting Dates :  The SARs shall vest as follows, subject to earlier vesting in the event of a termination of Service as provided in Section 6:
SARs for
Vesting Date Number of Shares Vesting
[Over at least 5 years beginning
one year from the Grant Date.]
[20% or less in each annual   installment]
   

3.
Exercise :  The SAR Holder (or in the case of the death of the SAR Holder, the designated legal representative or heir of the SAR Holder) may exercise the SARs during the Exercise Period by giving written notice to the Lorna Brannum, the Assistant Secretary of the Company in the form required by the Committee ("Exercise Notice").  The Exercise Notice must specify the number of Shares to be purchased, which shall be at least 100.  The exercise date is the date the Exercise Notice is received by the Company.  The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., Poplar Bluff, Missouri time, on the date 10 years after the Grant Date, subject to earlier expiration in the event of a termination of Service as provided in Section 6.  Any SARs not exercised as of the close of business on the last day of the Exercise Period shall be canceled without consideration at that time.
 
SAR-1
 
 
 
4.
Related Awards :  These SARs [are not   related to any other Award under the Plan.] or [are related to stock options granted on the Grant Date and designated ISO or NQSO Nos. ___.  To the extent any of the related stock options are exercised, the SARs shall terminate with respect to the same number of Shares.]
5.
Transferability .  The SAR Holder may not sell, assign, transfer, pledge or otherwise encumber any SARs, except in the event of the SAR Holder's death, by will or by the laws of descent and distribution or pursuant to a Qualified Domestic Relations Order.  The Committee, in its sole and absolute discretion, may allow the SAR Holder to transfer one or more SARs to the SAR Holder's Family Members, as provided in the Plan.
6.
Termination   of Service .  If the SAR Holder terminates Service for any reason other than in connection with a Change in Control or the death or Disability of the SAR Holder, any SARs that have not vested as of the date of that termination shall be forfeited to the Company, and the Exercise Period shall expire three months after that termination of Service, except in the case of a Termination for Cause, when it shall expire immediately.  If the SAR Holder's Service terminates on account of the SAR Holder's death or Disability, the Vesting Date for all SARs that have not vested or been forfeited shall be accelerated to the date of that termination of Service, and the Exercise Period shall expire one year after that termination of Service.
7.
Effect of Change in Control .  Upon a Change in Control, the Vesting Date for all SARs that have not vested or been forfeited shall be accelerated to the date of the earliest event constituting a Change in Control.  [May be modified at Committee's election for 280G planning purposes for executive officers or directors holding 1% or more of the Company's outstanding stock.]
8.
SAR Holder's Rights .  The SARs awarded hereby do not entitle the SAR Holder to any rights of a shareholder of the Company.
9.
Delivery of Shares to SAR Holder .  Promptly after receipt of an Exercise Notice, the Company shall issue and deliver to the SAR Holder (or other person validly exercising the SAR) a certificate or certificates representing the Shares of Common Stock being purchased, registered in the name of the SAR Holder (or such other person), or, upon request, in the name of the SAR Holder (or such other person) and in the name of another person in such form of joint ownership as requested by the SAR Holder (or such other person) pursuant to applicable state law.  The Company's obligation to deliver a stock certificate for Shares purchased in the exercise of an SAR can be conditioned upon the receipt of a representation of investment intent from the SAR Holder (or the SAR Holder's Beneficiary) in such form as the Committee requires.  The Company shall not be required to deliver stock certificates for Shares purchased prior to: (a) the listing of those Shares on the Nasdaq; or (b) the completion of any registration or qualification of those Shares required under applicable law.
 
SAR-2
 
 
 
10.
Adjustments in Shares .  In the event of any recapitalization, stock split, reorganization, merger, consolidation, spin-off, combination, exchange of securities, stock dividend, special or recurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event, the Committee, in its sole discretion, may adjust the number of Shares or class of securities of the Company covered by the SARs or the Exercise Price of the SARs.  The SAR Holder agrees to execute any documents required by the Committee in connection with an adjustment under this Section 10.
11.
Tax Withholding .  The Company shall retain or sell without notice, a sufficient number of Shares to cover the minimum amount of any tax that the Company is required to withhold.  The Company shall have the right to deduct from all dividends paid with respect to the Shares the amount of any taxes that the Company is required to withhold with respect to such dividend payments.
12.
Plan and Committee Decisions are Controlling .  This Agreement, the award of SARs to the SAR Holder and the issuance of Shares upon the exercise of the SARs are subject in all respects to the provisions of the Plan, which are controlling.  Capitalized terms herein not defined in this Agreement shall have the meaning ascribed to them in the Plan.  All decisions, determinations and interpretations by Committee respecting the Plan, this Agreement, the award of SARs or the issuance of Shares upon the exercise of the SARs shall be binding and conclusive upon the SAR Holder, any Beneficiary of the SAR Holder or the legal representative thereof.
13.
SAR Holder's Employment .  Nothing in this Agreement shall limit the right of the Company or any of its Affiliates to terminate the SAR Holder's service or employment as a director, officer or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services or employment of the SAR Holder.
14.
Tax Status .  The SARs are intended to comply with the provisions of Internal Revenue Service Notice 2005-1 for an exemption from Section 409A of the Code.
15.
Amendment .  The Committee may waive any conditions of or rights of the Company or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the SAR Holder without the SAR Holder's written consent.  To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion, to accelerate the vesting of the Shares or remove any other restrictions imposed on the SAR Holder with respect to the Shares, whenever the Committee may determine that such action is appropriate by reason of any unusual or nonrecurring events affecting the Company, any Affiliate or their financial statements or any changes in applicable laws, regulations or accounting principles.
16.
SAR Holder Acceptance .  The SAR Holder shall signify acceptance of the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Company.
 
SAR-3

 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

 
Southern Missouri Bancorp, Inc.
     
     
 
By
________________________________
 
Its
________________________________
     
     
     
 
ACCEPTED BY SAR HOLDER
 
___________________________________
 
(Signature)
     
 
___________________________________
 
(Print Name)
     
 
___________________________________
 
(Street Address)
 
___________________________________
 
(City, State & Zip Code)


Beneficiary Designation:

The SAR Holder designates the following Beneficiary to receive the Shares upon SAR Holder's death:

________________________________________________________________________


 
SAR-4