This excerpt taken from the UMBF DEF 14A filed Mar 21, 2005.
10.1 Each Eligible Associate who participates in a Program established for a particular year may receive shares of Performance-based Stock, which shall be held by such Eligible Associate subject to restrictions set forth in the Stock Award Agreement between such person and the Company which are based on Performance Standards. Upon satisfaction of the vesting requirements and the Performance Standards applicable to the respective Performance-Based Restricted Stock, such Stock shall no longer be subject to forfeiture and the restrictions shall be released and shall no longer apply. A Stock Award of Performance Based Restricted Stock may, but need not, provide that upon the partial satisfaction of the specified Performance Standards during the Performance Period, a portion (proportionate or otherwise) of such Stock (to the extent vested) shall be released from the forfeiture provision and shall thereupon become free from any restrictions. The Performance Standards used shall be one or a combination of the following: earnings per share, net operating profit, return on equity, operating return on equity, return on capital or risk-adjusted earnings. The Compensation Committee shall determine the specific standards to be used for each Program and each Participant, based upon the above alternatives. The Performance Standards may differ from one Program to another, and from one Eligible Associate to another. The respective Performance Standards for different Participants may contain one or more common Performance Standards, and one or more Performance Standards unique to the respective Participant. Shares shall vest in accordance with the vesting schedule set forth in the Stock Award Agreement. The vesting schedule for shares of Performance-Based Restricted Stock issued pursuant to this Section 10 shall be based upon the Eligible Associates years of employment with the Company and/or its Affiliates beginning with the Vesting Commencement Date specified in the respective Stock Award Agreement. A Participant shall only receive credit for a year if the Participant provided a full year of Continuous Service to the Company and/or any of its Affiliates. The vesting schedule may differ from one award to another, and from one Eligible Associate to another. An Eligible Associate must satisfy both the Performance Standards and the vesting schedule in order to earn the right to own such shares without restriction. The shares held subject to such Agreement shall be referred to as Performance-Based Restricted Shares.
10.2 Notwithstanding Section 10.1 above, upon a Change in Control, a Participants Performance-Based Restricted Stock not yet vested, shall immediately vest to the extent that the Participant has met the Performance Standards established with respect to such Stock. If the Participant has partially but not totally met such Performance Standards, then the Participant shall be vested in and with respect to a pro-rata part of such Performance-Based Restricted Stock based upon the percentage of such Performance Standards which such Participant has met as of the date of the Change in Control, and a portion of the shares of Restricted Stock equal to the amount vested shall be released from the forfeiture provision and shall thereupon become free from any restrictions. The determination of the extent to which a Participant is entitled to vest in accordance with the terms of this section 10.2 shall be made by the Compensation committee in its sole discretion.
10.3 If the Eligible Associate satisfies the applicable Performance Standards within the Performance Period and such Eligible Associate has also satisfied the vesting schedule for such shares set forth in the Stock Award, the Eligible Associate shall be one hundred (100%) percent vested in such shares, they shall no longer be restricted, and no longer subject to the terms of the Restricted Stock Agreement.