Exhibit 10.2
AMENDMENT AND WAIVER
REGARDING COMPENSATION ARRANGEMENTS
This Agreement is entered into by and among Guaranty Federal Bancshares,
Inc., Guaranty Bank (together with Guaranty Federal Bancshares, Inc., the
"Company"), and the undersigned Senior Executive Officers of the Company
(collectively the "SEOs" and individually an "SEO").
WHEREAS, the Company has entered into an agreement with the United States
Department of Treasury (the "Treasury") pursuant to which the Company will
participate in the Treasury's Capital Purchase Program (the "CPP"); and
WHEREAS, the Company and the SEOs desire to enter into this Agreement
for the purpose of complying with the executive compensation and corporate
governance provisions of Section 111(b) of the Emergency Economic Stabilization
Act of 2008 (the "CPP Act");
NOW, THEREFORE, in consideration of the SEO's continued employment with the
Company and other valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Notwithstanding the terms of any Company severance, bonus, employment or
other compensation related plan, arrangement, agreement, policy, practice or
procedure (collectively the "Compensation Arrangements") to the contrary, the
Compensation Arrangements shall be amended, interpreted and administered as
follows:
(a) In no event shall the incentives for the SEOs include
anything that the Compensation Committee of the Board of Directors of
the Company now, or at any time in the future, concludes would provide
the SEOs with an incentive to take unnecessary and excessive risks
that threaten the value of the Company during the period that the
United States holds an equity or debt position in the Company acquired
through the CPP (the "Restriction Period");
(b) The Company shall recover any bonus or incentive compensation
paid to or earned by an SEO during the Restriction Period that was
based on financial statements or other performance criteria that are
later determined to have been materially inaccurate;
(c) The Company shall not make any "golden parachute" payments
(as that term is defined for purposes of Section 111(b) of the CPP
Act) to the SEOs during the Restriction Period; and
(d) The Company may take any and all other actions required to
comply with the Section 111(b) of the CPP Act and the regulations
issued thereunder.
2. Each SEO hereby voluntarily waives any and all claims against the
Company for any changes to the Compensation Arrangements made hereunder,
including any changes that may be made in the future, that are required to
comply with Section 111(b) of the CPP Act or the regulations issued thereunder.
Such waiver includes all claims the SEO may have under the laws of the United
States or any state related to the requirements imposed by the regulation
promulgated pursuant to Section 111(b) of the CPP Act and issued by the
Department of the Treasury as published in the Federal Register on October 20,
2008 (as amended and supplemented from time to time), including without
limitation a claim for any compensation or other payments the SEO would
otherwise receive, any challenge to the process by which this regulation was
adopted and any tort or constitutional claim about the effect of these
regulations on the SEO's employment relationship with the Company.
3. This Agreement shall be governed by the laws of the State of Missouri,
except to the extent preempted by applicable Federal law.
4. This Agreement is effective as of the commencement of the Restriction
Period and shall terminate on the date that the United States ceases to hold an
equity or debt position in the Company.
Dated this 28th day of January 2009. This Agreement may be executed in
counterparts.
GUARANTY FEDERAL BANCSHARES, INC.
/s/ Xxxxx X. Xxxxx
______________________________
Name: Xxxxx X. Xxxxx
Title: President & CEO
GUARANTY BANK
/s/ Xxxxx X. Xxxxx
______________________________
Name: Xxxxx X. Xxxxx
Title: President & CEO
SENIOR EXECUTIVE OFFICERS
/s/ Xxxxx X. Xxxxx
______________________________
Name: Xxxxx X. Xxxxx
Title: President & CEO
/s/ Xxxxxx X. Xxxxxx
______________________________
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President/CFO/COO
/s/ H. Xxxxxxx Xxxxxxx
______________________________
Name: H. Xxxxxxx Xxxxxxx
Title: Executive Vice President/CLO
