AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON APRIL 5, 2000
________________________________________________________________
________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
GOLD BANC CORPORATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
______________________________
KANSAS 48-1008593
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
_________________________
11301 NALL AVENUE, LEAWOOD, KANSAS 66211
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1994 KEY EMPLOYEE STOCK OPTION PLAN;
INCENTIVE STOCK OPTION PLAN 1996;
1997 NONQUALIFIED SHARE OPTION PLAN FOR NON-EMPLOYEE DIRECTORS;
AND
1999 STOCK OPTION AND EQUITY INCENTIVE PLAN
(FULL TITLE OF THE PLANS)
______________________________
MICHAEL W. GULLION
11301 NALL AVENUE
LEAWOOD, KANSAS 66211
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(913) 451-8050
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
MICHAEL W. LOCHMANN, ESQ.
STINSON, MAG & FIZZELL, P.C.
1201 WALNUT STREET, SUITE 2800
KANSAS CITY, MISSOURI 64106
(816) 842-8600
FACSIMILE: (816) 691-3495
CALCULATION OF REGISTRATION FEE
________________________________________________________________
________________________________________________________________
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registra-
be registered registered per share<F3> price<F3> tion fee
Common Stock, 360,900 $6.81 $2,045,158 $540
par value $1.00 shares<F2>
per share <F1>
________________________________________________________________
________________________________________________________________
[FN]
<F1> Includes associated rights to purchase one one-thousandth of a
share of Series A preferred stock, par value $1.00 per share. Until
the occurrence of certain prescribed events, these rights are not
exercisable, are evidenced by the certificates representing the
registrants' common stock and will be transferred only with such
shares of common stock.
<F2> Also registered hereby are such additional and indeterminable
number of shares of the registrants' common stock, par value $1.00
per share, as may become issuable due to adjustments resulting from
stock dividends, stock splits, recapitalizations, mergers,
reorganizations, combinations or exchanges or other similar events.
<F3> With respect to 41,420 shares that are subject to
outstanding options to purchase common stock under the 1994 Key
Employee Stock Option Plan, pursuant to Rule 457(h) the fee was
calculated based upon the exercise price per share of $2.21, $2.57
and $3.79 for 12,426, 12,426 and 16,568 shares, respectively. With
respect to 319,480 shares that are subject to outstanding options to
purchase common stock under the Incentive Stock Option Plan 1996,
1997 Nonqualified Share Option Plan for Non-Employee Directors and
1999 Stock Option and Equity Incentive Plan, pursuant to Rule
457(h) the fee was calculated based upon the exercise price per
share of $6.81, $4.95, $6.58 and $5.07 with respect to 123,949,
103,459, 66,191 and 25,881 shares, respectively.
</FN>
________________________________________________________________
________________________________________________________________
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The registrant hereby incorporates by reference in this
Registration Statement on Form S-8 the following documents:
1. The registrant's annual report on Form 10-K for the year
ended December 31, 1999, as filed with the Commission on March
30, 2000;
2. The registrant's current reports on Form 8-K, dated April
28, 1999, May 25, 1999, June 17, 1999, August 24, 1999, September
9, 1999, October 15, 1999, October 29, 1999 (2), November 10,
1999, November 19, 1999 (4), January 26, 2000 (2), March 3, 2000,
March 20, 2000, and March 23, 2000;
3. The registrant's current report on Form 8-K/A, dated
December 9, 1999;
4. The registrant's quarterly reports on Form 10-Q, for the
quarterly periods ended March 31, 1999, June 30, 1999 and
September 30, 1999, as filed with the Commission on May 14, 1999,
August 11, 1999 and November 8, 1999, respectively; and
5. The description of the registrant's common stock, $1.00 par
value, set forth in the registrant's registration statement on
Form 8-A (No. 000-28936) filed November 1, 1996, including
any amendment or report filed for the purpose of updating such
description.
All documents filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date here and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of the securities offered
then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of
such documents.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any
subsequently filed document which is deemed to be incorporated by
reference herein modified 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.
Item 4: DESCRIPTION OF SECURITIES
Not Applicable.
Item 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of the common stock of the
registrant registered pursuant to this Registration Statement has
been passed upon by Stinson, Mag & Fizzell, P.C., 1201 Walnut
Street, Kansas City, Missouri 64106. As of March 27, 2000,
attorneys of such law firm owned in the aggregate zero (0) shares
of common stock of the registrant.
Item 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following summary is qualified in its entirety by
reference to the complete text of the statute referred to below
and the restated articles of incorporation, as amended, and
amended and restated bylaws of the registrant.
Under Section 17-6305 of the Kansas General Corporation
Code, a corporation may indemnify a director, officer, employee
or agent of the corporation (or other entity if such person is
serving in such capacity at the corporation's request) against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him if he acted in good faith and in a manner he 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 his conduct was
unlawful. In the case of an action brought by or in the right of
a corporation, the corporation may indemnify a director, officer,
employee or agent of the corporation (or other entity if such
person is serving in such capacity at the<PAGE> corporation's
request) against expenses (including attorneys' fees) actually
and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, 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 to the
corporation unless a court determines that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnification for such expenses as the court shall deem proper.
Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil or criminal suit or proceeding
may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.
Consistent with Section 17-6305 of the Kansas Code, Article
VI, Section 1 of the amended and restated bylaws of the
registrant provide that the registrant will indemnify its
directors, advisory directors and officers against expenses,
judgments, fines and amounts paid in settlement in connection
with any action, suit or proceeding to the fullest extent
permitted by the Kansas Code. With respect to a criminal action
or proceeding, the director or officer must also have had no
reasonable cause to believe his conduct was unlawful.
Article Nine of the registrant's restated articles of
incorporation provides that no director or advisory director
shall be liable to the registrant or its stockholders for
monetary damages for breaches of fiduciary duty as a director
except to the extent such exemption from liability or limitation
thereof is not permitted under the Kansas Code. Section 17-
6002(b)(8) of the Kansas Code does not permit the exemption from
or limitation of liability for (i) breaches of their duty of
loyalty to the registrant or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional
misconduct or knowing violations of law, (iii) certain
transactions under Section 17-6424 of the Kansas Code (unlawful
payment of dividends) or (iv) transactions from which a director
derives an improper personal benefit.
Under VI, Section 4 of the amended and restated bylaws of
the registrant, the registrant may purchase and maintain
insurance on behalf of any person who is or was a director,
advisory director, officer, employee, fiduciary or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability arising out of his status as
such, whether or not the registrant would have the power to
indemnify such persons against liability. The registrant carries
standard directors and officers liability coverage for its
directors and officers and the directors and officers of its
subsidiaries. Subject to certain limitations and exclusion, the
policies reimburse the registrant for liability indemnified under
the amended and restated bylaws and indemnify the directors and
officers against additional liabilities not indemnified under the
amended and restated bylaws.
Item 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8: EXHIBITS
4.1 Form of Common Stock Certificate. (Previously filed as an
Exhibit to the Registrant's Registration Statement on Form
SB-2 No. 333-12377 and the same is incorporated herein by
reference.)
4.2 Rights Agreement dated October 13, 1999, between the
Registrant and American Stock Transfer and Trust Registrant,
as Rights Agent. (Previously filed as an Exhibit to the
Registrant's Current Report on Form 8-K filed October 15,
1999 and the same is incorporated herein by reference.)
4.3 1994 Key Employee Stock Option Plan, dated January 19, 1994.
4.4 Incentive Stock Option Plan of 1996, dated May 28, 1996 and
Form of Incentive Stock Option Agreement (Previously filed as
an Exhibit to the American Bancshares, Inc. Annual Report on
Form 10-KSB filed March 31, 1997 and the same is incorporated
herein by reference.)
4.5 1997 Nonqualified Share Option Plan for Non-Employee Directors,
dated March 18, 1997 and Form of Nonqualified Share Option
Agreement (Previously filed as an Exhibit to the American
Bancshares, Inc. Annual Report on Form 10-KSB filed March 31, 1998
and the same is incorporated herein by reference.)
<PAGE>
4.6 1999 Stock Option and Equity Incentive Plan, dated March 23, 1999
(Previously filed as an Exhibit to the American Bancshares, Inc.
Proxy Statement filed April 12, 1999 and the same is incorporated
herein by reference.)
23.1 Consent of KPMG LLP.
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
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;
(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 (i) and (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 this 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 herein, 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 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.
<PAGE>
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 Leawood, State of Kansas, on April 4, 2000.
GOLD BANC CORPORATION, INC.
(Registrant)
By: /s/ Michael W. Gullion
Michael W. Gullion
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
directors of Gold Banc Corporation, Inc., hereby severally
constitute Michael W. Gullion and Malcolm M. Aslin, and each of
them singly, our true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names in
the capacities indicated below, any and all amendments to this
Registration Statement on Form S-8, and generally to do all such
things in our names and in our capacities as directors to enable
Gold Banc Corporation, Inc. to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments
thereto.
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:
SIGNATURE TITLE DATE
/s/ Michael W. Gullion
Michael W. Gullion Chairman of the Board April 4, 2000
and Chief Executive
Officer
(Principal Executive
Officer)
/s/ Malcolm M. Aslin
Malcolm M. Aslin Director, President and April 4, 2000
Chief Operating Officer
/s/ Keith E. Bouchey
Keith E. Bouchey Director, Executive April 4, 2000
Vice President, and
Corporate Secretary
(Principal Financial
Officer)
/s/ William Wallman
William Wallman Director April 4, 2000
/s/ William F. Wright
William F. Wright Director April 4, 2000
/s/ Allen D. Petersen
Allen D. Petersen Director April 4, 2000
/s/ William R. Hagman, Jr.
William R. Hagman, Jr. Director April 4, 2000
<PAGE>
Exhibit 4.3
FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.
1994 KEY EMPLOYEE STOCK OPTION PLAN
1. PURPOSE. The purpose of the First Business Bancshares
of Kansas City, Inc. 1994 Key Employee Stock Option Plan (the
"Plan") is to advance the interests of the Corporation by
encouraging and providing a means whereby key employees may
acquire an indirect equity interest in the success of First
Business Bank of Kansas City, N.A. (the "Bank") by purchasing
regular common stock of First Business Bancshares of Kansas City,
Inc. (the "Corporation") pursuant to Options granted under the
Plan. These Options will not be qualified under the Internal
Revenue Code of 1986, as amended (the "Code"). The Board of
Directors of the Corporation believes that the Plan will enable
the Corporation to attract and retain the services of highly
qualified executives upon whose judgment, leadership and special
efforts the successful conduct of the Corporation's business is
largely dependent.
2. NUMBER OF SHARES. Options under the Plan may be
granted annually to any key employee of the Corporation to
purchase such number of shares of the Corporation's regular
common stock which the Directors shall determine. Such options
shall be granted on the last day in _____ of each year. The
aggregate number of shares of the regular common stock of the
Corporation which may be issued under Options granted pursuant to
the Plan shall not exceed 27,000 shares, subject to adjustment as
described in Section 8. Such shares may, at the discretion of
the Board of Directors, consist either in whole or in part of
shares of the Corporation's authorized but unissued regular
common stock or shares of the Corporation's authorized and issued
regular common stock reacquired by the Corporation and held in
its treasury. If an Option granted under the Plan is surrendered
or for any other reason ceases to be exercisable in whole or in
part, the shares which were subject to such Option, but as to
which the Option has not been exercised, shall continue to be
available under the Plan.
3. ADMINISTRATION AND ELIGIBILITY.
(a) This Plan shall be administered by the Board of
Directors. The Board of Directors shall establish rules for the
proper administration of the Plan. The Board of Directors of the
Corporation shall have the authority to grant Options hereunder,
to cancel Options with the consent of the Optionee or otherwise
in accordance herewith and to impose such conditions on the grant
of an Option as it determines are appropriate.
(b) The Board of Directors shall take into
consideration the recommendations of the Corporation's
Compensation Committee in determining the number of Options
granted and the recipients of such Options.
(c) Within the limits of the express provisions of the
Plan, the Board of Directors shall determine: (i) the key
employees ("Key Employees") to whom awards hereunder shall be
granted, (ii) the time or times at which such awards shall be
granted, (iii) the form and amount of the awards, and (iv) the
limitations, restrictions and conditions applicable to any such
award. In making such determinations, the Board may take into
account the nature of the services rendered by such Key
Employees, or classes of Key Employees, their present and <PAGE>
potential contributions to the Corporation's success and such
other factors as the Board in its discretion shall deem relevant.
(d) The Board's determinations under the Plan,
including without limitation, determinations as to the persons to
receive awards, the terms and provisions of such awards and the
agreements evidencing the same, need not be uniform and may be
made by it selectively among persons who receive or are eligible
to receive awards under the Plan, whether or not such persons are
similarly situated.
4. OPTION PRICE. The Option exercise price shall be equal
to, but not be less than, 100% of the Fair Market Value of the
regular common stock at the time an Option is granted. "Fair
Market Value" of any share of the Corporation's regular common
stock at any date shall be: (i) if the shares are listed on an
established stock exchange or exchanges, the last reported sale
price per share on such date on the principal exchange on which
it is traded, or if no sale was made on such date on such
principal exchange, at the closing reported price on such date on
such exchange; or (ii) if the shares of stock are not then listed
on an exchange, the last sales price or closing price per share
in the over-the-counter market as reported by the National
Association of Securities Dealer's, Inc. Automated Quotation
System ("NASDAQ") in the National Market System List on such
date; or (iii) if the shares of regular common stock are not then
listed on an exchange or quoted on NASDAQ, an amount equal to its
book value based on the Corporation's consolidated audited
financial statements for the most recent year end.
5. OPTIONS AND VESTING.
(a) TERM OF OPTIONS. Each Option shall become
exercisable at the time, and for the number of shares of Common
Stock, fixed by the Board in the Option Agreement with each Key
Employee. Each Option shall expire and all rights to purchase
Common Stock thereunder shall cease no later than:
(i) Three months from the date on which the
Optionee's continuous employment by the Corporation or
the Bank is terminated; or
(ii) Three months from the date on which the
Corporation ceases to own directly or through
attribution from its wholly-owned subsidiaries 50% or
more of the voting stock of the Bank; or
(iii)Twelve months from the date on which the
Optionee's continuous employment by the Corporation or
the Bank is terminated, as a result of death, or if, at
the time of such termination, the Optionee is
considered disabled for purposes of Section 422A of the
Code; or
(iv) The tenth anniversary of the date the Option
was granted; or
(v) Regardless of anything to the contrary in
this Agreement or in the 1994 Plan, from the date fraud
is committed if there is a final decision by a court of
competent jurisdiction that the Optionee committed
fraud in the exercise of his duties to the Corporation
or the Bank.
<PAGE>
Although already vested Options may be exercised during
the three-month and twelve-month periods after termination of
employment referred to in Section 3(a), 3(b) and 3(c) above,
Options do not continue to vest during these three-month and
twelve-month periods.
(b) TAX WITHHOLDING. Whenever the Corporation
proposes or is required to issue or transfer shares of Common
Stock to a Key Employee under the Plan, the Corporation shall
have the right to require the Key Employee to remit to the
Corporation an amount sufficient to satisfy all federal, state
and local withholding tax requirements prior to the delivery of
any certificate or certificates for such shares. If such
certificates have been delivered prior to the time a withholding
obligation arises, the Corporation shall have the right to
require the Key Employee to remit to the Corporation an amount
sufficient to satisfy all federal, state, or local withholding
tax requirements at the time such obligation arises and to
withhold from other amounts payable to the Key Employee, as
compensation or otherwise, as necessary. In lieu of requiring a
Key Employee to make a payment to the Corporation in an amount
related to the withholding tax requirement, the Board of
Directors may, in its discretion, provide that at the Key
Employee's election, the tax withholding obligation shall be
satisfied by the Corporation's withholding a portion of the
shares otherwise distributable to the Key Employee, such shares
being valued at their FAIR MARKET value at the date of exercise,
or by the Key Employee's delivering to the Corporation a portion
of the shares previously delivered by the Corporation, such
shares being valued at their fair market value as the date of
delivery of such shares by the Key Employee to the Corporation.
Notwithstanding any provision of the Plan to the
contrary: (i) a Section 16 Insider's election pursuant to the
preceding sentence must be made on or prior to the date as of
which income is realized by the Section 16 Insider in connection
with such benefit and must be irrevocable, and (ii) if the
Section 16 Insider elects to have shares withheld from those
otherwise issuable, then the election must be made in writing
either (A) within the 10 business days beginning on the third
business day following the release of the Corporation's quarterly
or annual summary of earnings and ending on the 12th business day
following such day, or (B) at least six months prior to the date
the income is realized. "Section 16 Insider" shall be defined by
reference to Section 16 of the Securities Exchange Act of 1934
and the rules and regulations thereunder.
(c) NORMAL VESTING OF OPTIONS. Options allocated in
any year shall be subject to a vesting schedule before they are
exercisable in accordance with the following schedule:
End of year one 20% of allocation
End of year two 20% of allocation
End of year three 20% of allocation
End of year four 20% of allocation
End of year five 20% of allocation
(d) VESTING OF OPTIONS UPON CHANGE OF CONTROL.
In the event that:
(i) any person (as such term is used in Section
13 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder and including any <PAGE>
Affiliate or Associate of such person, as defined in
Rule 12b-2 under said Act, and any person acting in
concert with such person) directly or indirectly
acquires or otherwise becomes entitled to vote more
than 50 percent of the voting power entitled to be cast
at elections for directors ("Voting Power") of the
Corporation or the Bank; or
(ii) there occurs any merger or consolidation of
the Corporation or the Bank, or any sale, lease or
exchange of all or any substantial part of the
consolidated assets of the Corporation or the Bank to
any other person and (A) in the case of a merger or
consolidation, the holders of outstanding stock of the
Corporation or the Bank entitled to vote in elections
of directors immediately before such merger or
consolidation (excluding for this purpose any person,
including any Affiliate or Associate, that directly or
indirectly owns or is entitled to vote 20 percent or
more of the Voting Power of the Corporation or the
Bank) hold less than 80 percent of the Voting Power of
the survivor of such merger or consolidation or its
parent; or (B) in the case of any such sale, lease or
exchange, the Corporation does not own at least 80
percent of the Voting Power of the other person,
then all Options previously allocated to Key Employees shall
immediately vest and shall be exercisable at the Key Employee's
election.
(e) CORPORATION'S BUY-BACK RIGHT.
If a Key Employee voluntarily terminates his or
her employment with the Corporation, the Corporation shall have
the right to repurchase such Key Employee's Options. The
repurchase price shall be the difference between the Fair Market
Value of the Option shares on the proposed transaction date less
the exercise price of the Option.
6. EXERCISE OF AN OPTION. During the period when any
Option or portion of it remains exercisable, such Option may be
exercised at any time in whole or in part. An Option granted
pursuant to this Plan shall be deemed exercised, in whole or in
part, on the registered or certified mail postmark date of the
Optionee's written notice of exercise to the Corporation. Such
notice shall be accompanied by payment in full of the exercise
price of the shares then being purchased. Payment for such
shares shall be tendered in cash.
7. USE OF PROCEEDS. The consideration received by the
Corporation for shares of its regular common stock issued
pursuant to Options granted under the Plan shall be credited to
stated capital to the extent of the aggregate par value of that
stock. All amounts of such consideration received by the
Corporation in excess of the aggregate par value shall constitute
capital surplus.
8. ADJUSTMENTS UPON CHANGES IN STOCK. If there shall be
any change in the stock of the Corporation subject to the Plan or
to any Option granted under it through merger, consolidation,
reorganization, stock split, stock dividend of 5% or more in any
year, issuance of additional stock or other change in the
corporation structure, appropriate adjustment shall be made by
the Board of Directors in: (a) the aggregate number of shares
subject to the Plan, (b) the <PAGE> maximum number of shares for
which Options may be granted under it to any Key Employee, and
(v) the number of shares and the price per share subject to
outstanding Options. Any stock dividend or stock split amounting
to less than 5% in any one year shall not require adjustment in
the number of shares or Option price of any Options held under
this Plan.
9. NONTRANSFERABILITY OF OPTIONS. An Option granted under
the Plan may not be transferred except by will or the laws of
descent and distribution, and may be exercised during the
lifetime of any Key Employee only by the Key Employee.
10. INVESTMENT PURPOSE. Each Option under the Plan shall
be granted on the condition that the purchases of shares of
regular common stock of the Corporation thereunder shall be for
investment purposes and not with a view to resale or
distribution; and upon exercise of any Option, each Optionee
shall, upon request of the Corporation, execute an instrument
prepared by the Corporation evidencing such investment intent.
The stock certificates issued pursuant to the exercise of any
Option shall bear the following restrictive legend:
"The shares represented by this certificate have been
acquired for investment and have not been registered
under the Securities Act of 1933. The shares may not
be sold or transferred in the absence of such
registration or an exemption therefrom under said Act."
11. SUSPENSION OR TERMINATION OF PLAN. The Board of
Directors may at any time suspend or terminate the Plan. No
Option may be granted during such suspension or after such
termination of this Plan. The suspension or termination of the
Plan shall not, without the Optionee's consent, alter or impair
any rights or obligations under any Option previously granted
under the plan.
12. AMENDMENT OF PLAN. The Board of Directors may at any
time amend the Plan in such respects as the Board of Directors
may deem advisable, or in order to conform to any change in the
law, or in any other respect which the Board of Directors may
deem to be in the best interest of the Corporation; provided,
however, that no such amendment shall, without further approval
of the stockholders of the Corporation (except as provided in
Section 8): (a) increase the aggregate number of shares of
regular common stock of the Corporation which may be issued under
Options granted pursuant to the Plan; (b) change the minimum
Option purchase price; or (c) increase the maximum period during
which the Options may be exercised. Any amendment to the Plan
shall not, without the Key Employee-optionee's consent, alter or
impair any rights or obligations under any Option previously
granted under this Plan.
<PAGE>
Exhibit 23.1
ACCOUNTANTS' CONSENT
Board of Directors
Gold Banc Corporation, Inc.
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the 1994 Key Employee Stock
Option Plan, Incentive Stock Option Plan 1996, 1997 nonqualified
Share option Plan for Non-Employee Directors, and 1999 Stock
Option and Equity Incentive Plan of our report dated February 18,
2000, relating to the consolidated balance sheets of Gold Banc
Corporation, Inc. as of December 31, 1999 and 1998 and the
related consolidated statements of earnings, cash flows and
stockholders' equity and comprehensive income for each of the
years in the three year period ended December 31, 1999, which
report appears in the 1999 annual report of Form 10-K of Gold
Banc Corporation, Inc. and are incorporated herein by reference
April 4, 2000
Kansas City, Missouri
<PAGE>
