SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 31, 2005
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GOLD BANC CORPORATION, INC.
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(Exact name of Registrant as specified in its charter)
Kansas 0-28936 48-1008593
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(State of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
11301 Nall Avenue, Leawood, Kansas 66211
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(Address of Principal Executive Offices) (Zip Code)
(913) 451-8050
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Item 1.01 Entry into a Material Definitive Agreement
On January 31, 2005, Gold Banc Corporation, Inc. (the "Company") entered
into agreements with Mick Aslin, Rick Tremblay, Ted Lister and Phil Zemel
granting each of them restricted stock and restricted stock units pursuant to
the Company's 1996 Equity Compensation Plan as awarded by the Company's Board of
Directors on January 19, 2005. Messrs. Aslin, Tremblay, Lister and Zemel were
awarded 15,000, 9,000, 3,000, 3,000 shares of restricted stock, and 10,000,
6,000, 2,000, 2,000 restricted stock units, respectively.
The restricted stock vests at the end of three years from the date of
grant, provided that such person continues their employment with the Company
during this period. Upon vesting, 50% of the shares shall be transferable upon
the fourth anniversary of the date of grant, with the remaining shares becoming
freely transferable upon the fifth anniversary.
The restricted stock units also vest and become payable upon the third
anniversary of the date of grant, provided such person continues their
employment with the Company during this period. The units may be paid in cash,
Company stock, or a combination of stock and cash, as determined by the
Company's Compensation Committee.
The forms of the restricted stock award agreement and restricted stock
unit award agreement are attached hereto as Exhibits 10.1 and 10.2,
respectively, and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description
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10.1 Form of Restricted Stock Award Agreement
10.2 Form of Restricted Stock Unit Award Agreement
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this to be signed on its behalf by the undersigned,
hereunto duly authorized.
GOLD BANC CORPORATION, INC.
Dated: February 2, 2005
By: /s/ Rick J. Tremblay
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Rick J. Tremblay
Executive Vice President and
Chief Financial Officer
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