TWO-YEAR CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the "Agreement") is made effective as of the 29th day of March, 2010 (the "Effective Date"), by and between OmniAmerican Bank (the "Bank"), a federally chartered stock savings bank...Change in Control Agreement • April 1st, 2010 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered • Texas
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 21st, 2014 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 20__, by and between OmniAmerican Bancorp, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made effective as of the 23rd day of February, 2010 (the "Effective Date"), by and between OmniAmerican Bank (the "Bank"), a federally chartered stock savings bank with its principal...Employment Agreement • February 25th, 2010 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered • Texas
OMNIAMERICAN BANCORP, INC. up to 10,350,000 Shares (subject to increase up to 11,902,500 shares) COMMON SHARES ($.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT November 12, 2009Agency Agreement • November 18th, 2009 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered • New York
OmniAmerican Bancorp, Inc., a Maryland corporation (the “Company”) and OmniAmerican Bank, a federal savings bank (the “Bank”) (references to the “Bank” include the Bank in the mutual or stock form of organization, as indicated by the context), the deposit accounts of which are insured by the Federal Deposit Insurance Corporation (“FDIC”), hereby confirm their agreement with Keefe, Bruyette & Woods, Inc. (the “Agent”) as follows:
AGREEMENT AND PLAN OF MERGER by and among SOUTHSIDE BANCSHARES, INC., OMEGA MERGER SUB, INC. and OMNIAMERICAN BANCORP, INC. Dated as of April 28, 2014Merger Agreement • May 2nd, 2014 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered • Texas
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 28, 2014, by and among SOUTHSIDE BANCSHARES, INC., a Texas corporation (“Parent”), OMEGA MERGER SUB, INC., a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and OMNIAMERICAN BANCORP, INC., a Maryland corporation (“Company”). Certain capitalized terms have the meanings given to such terms in Article IX.
TWO-YEAR CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 12th, 2011 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered • Texas
This Change in Control Agreement (the “Agreement”) is made effective as of the 29th day of March, 2011 (the “Effective Date”), by and between OmniAmerican Bank (the “Bank”), a federally chartered stock savings bank that is headquartered in Fort Worth, Texas, and T. L. Arnold, Jr. (“Executive”).
FORM OF 3 YEAR EMPLOYMENT AGREEMENT] EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2009 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered • Texas
This Employment Agreement (the “Agreement”) is made effective as of the day of , 2009 (the “Effective Date”), by and between OmniAmerican Bank (the “Bank”), a federally chartered stock savings bank with its principal administrative office at 1320 S. University Dr., Suite 900, Fort Worth, Texas 76107, and Tim Carter (“Executive”). The Bank is a wholly-owned subsidiary of OmniAmerican Bancorp, Inc., a Maryland corporation (the “Company”). The Company has executed this Agreement for the sole purpose of guaranteeing the Bank’s financial performance hereunder.
Restricted Stock Award Granted by OMNIAMERICAN BANCORP, INC. under the OMNIAMERICAN BANCORP, INC. 2011 EQUITY INCENTIVE PLANRestricted Stock Award • August 5th, 2011 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2011 Equity Incentive Plan (the “Plan”) of OmniAmerican Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same mean
Stock Option Granted by OMNIAMERICAN BANCORP, INC. under the OMNIAMERICAN BANCORP, INC. 2011 EQUITY INCENTIVE PLANStock Option Agreement • August 5th, 2011 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2011 Equity Incentive Plan (the “Plan”) of OmniAmerican Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • November 13th, 2013 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered
This Separation Agreement and Release (“Agreement”) is entered into by Terry Almon (“Executive”) and OmniAmerican Bancorp, Inc. and its subsidiaries with its principal place of business at 1320 S. University Drive, Suite 900, Fort Worth, Texas (collectively referred to as the “Company”) as of November 6, 2013. The Company and Executive are referred to as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 11th, 2009 • OmniAmerican Bancorp, Inc. • Texas
This EXECUTIVE EMPLOYENT AGREEMENT (the “Agreement”) is entered into as of the 30th day May, 2007 (the “Effective Date”) by and between OMNIAMERICAN BANK (the “Bank”), a federally chartered savings bank, and Tim Carter (the “Executive’’).
FELDMAN FINANCIAL ADVISORS, INC.Financial Advisory Agreement • September 11th, 2009 • OmniAmerican Bancorp, Inc.
This letter agreement (“Agreement”) describes the terms under which Feldman Financial Advisors, Inc. (“Feldman Financial”) will assist OmniAmerican Bank of Fort Worth, Texas (“OmniAmerican”) with the business plan (“Business Plan”) to be submitted to regulatory authorities in conjunction with OmniAmerican’s conversion from a mutual savings institution to a stock savings institution, the concurrent stock offering by OmniAmerican’s holding company, and infusion of a portion of the net offering proceeds as capital into OmniAmerican. The services that we will provide and our fees for this proposal are explained in this Agreement.
FIRST AMENDMENT TO LETTER AGREEMENT DATED MAY 26, 2009Letter Agreement • October 30th, 2009 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered
This first amendment (the “Amendment”) to the letter agreement dated May 26, 2009 between Keefe, Bruyette & Woods, Inc. (“KBW”) and OmniAmerican Bank (the “Bank”) with respect to the provision of financial advisory services (the “Agreement”) is made effective the 29th day of September, 2009.
FIRST AMENDMENT TO LETTER AGREEMENT DATED MAY 26,2009Letter Agreement • October 30th, 2009 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered
This first amendment (the “Amendment”) to the letter agreement dated May 26, 2009 between Keefe, Bruyette & Woods, Inc. (“KBW”) and OmniAmerican Bank (the “Bank”) with respect to the provision of conversion agent services (the “Agreement”) is made effective the 29th day of September, 2009.
May 26, 2009 OmniAmerican Bank University Centre II 1320 South University Drive, Suite 900 Fort Worth, TX 76107Conversion Agent Agreement • September 11th, 2009 • OmniAmerican Bancorp, Inc. • New York
This letter agreement (this “Agreement”) confirms the engagement of Keefe, Bruyette and Woods, Inc. (“KBW”) to act as the Conversion Agent to OmniAmerican Bank (the “Bank”) in connection with the Bank’s proposed conversion from mutual to stock form of ownership, including the offer and sale of common stock of a newly organized holding company of the Bank (the “Offering”).
RP® financial, lc.Independent Conversion Appraisal Services Agreement • September 11th, 2009 • OmniAmerican Bancorp, Inc.
This letter sets forth the agreement between OmniAmerican Bank, Fort Worth, Texas (the “Bank”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the Bank’s simultaneous holding company formation and mutual-to-stock conversion. The specific appraisal services to be rendered by RP Financial are described below. These services will be conducted by our senior consulting staff and will be directed by the undersigned.
STOCKHOLDER VOTING AND SUPPORT AGREEMENTStockholder Voting and Support Agreement • May 2nd, 2014 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered • Delaware
THIS STOCKHOLDER VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2014, by and between SOUTHSIDE BANCSHARES, INC., a Texas corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of OmniAmerican Bancorp, Inc., a Maryland corporation (“Company”).
