GS FINANCIAL CORP. AMENDED AND RESTATED
Exhibit
10.2
AMENDED
AND RESTATED
ARTICLE
I
1.01 GS
Financial Corp. (the "Corporation") hereby amends and restates its 1997
Recognition and Retention Plan (as amended and restated, the "Plan") and Trust
(the "Trust") upon the terms and conditions hereinafter stated in this amended
and restated 1997 Recognition and Retention Plan and Trust Agreement (the
"Agreement"), with the amendment and restatement effective as of November 18,
2008. The Plan is being amended and restated in order to comply with
Section 409A of the Code, as defined herein.
1.02 The
Trustee hereby accepts this Trust and agrees to hold the Trust assets existing
on the date of this Agreement and all additions and accretions thereto upon the
terms and conditions hereinafter stated.
ARTICLE
II
The
purpose of the Plan is to retain personnel of experience and ability in key
positions by providing Employees and Non-Employee Directors of the Corporation
and Guaranty Savings Bank (the "Bank") with a proprietary interest in the
Corporation as compensation for their contributions to the Corporation and the
Bank and as an incentive to make such contributions in the
future.
ARTICLE
III
The
following words and phrases when used in this Agreement with an initial capital
letter, unless the context clearly indicates otherwise, shall have the meanings
set forth below. Wherever appropriate, the masculine pronouns shall
include the feminine pronouns and the singular shall include the
plural.
3.01 "Bank"
means Guaranty Savings Bank, the wholly-owned subsidiary of the
Corporation.
3.02 "Beneficiary"
means the person or persons designated by a Recipient to receive any benefits
payable under the Plan in the event of such Recipient's death. Such
person or persons shall be designated in writing on forms provided for this
purpose by the Committee and may be changed from time to time by similar written
notice to the Committee. In the absence of a written designation, the
Beneficiary shall be the Recipient's surviving spouse, if any, or if none, his
estate.
3.03 "Board"
means the Board of Directors of the Corporation.
3.04 "Change
in Control" shall mean a change in the ownership of the Corporation or the Bank,
a change in the effective control of the Corporation or the Bank, or a change in
the ownership of a substantial portion of the assets of the Corporation or the
Bank, in each case as provided under Section 409A of the Code and the
regulations thereunder.
3.05 "Code"
means the Internal Revenue Code of 1986, as amended.
3.06 "Committee"
means the committee appointed by the Board pursuant to Article IV
hereof.
3.07 "Common
Stock" means shares of the common stock, $.01 par value per share, of the
Corporation.
3.08 "Disability"
means the Recipient (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than
three months under an accident and health plan covering employees of the
Corporation or the Bank (or would have received such benefits for at least three
months if he had been eligible to participate in such plan).
3.09 "Effective
Date" means the day upon which the Board originally adopted this
Plan.
3.10 "Employee"
means any person who is employed by the Corporation, the Bank or a Subsidiary,
or is an officer of the Corporation, the Bank or a Subsidiary, including
officers or other employees who may be directors of the Corporation or the
Bank.
3.11 "Exchange
Act" means the Securities Exchange Act of 1934, as amended.
3.12 "Non-Employee
Director" means a member of the Board of the Corporation or Board of Directors
of the Bank or any Subsidiary, including a Director Emeritus of the Board of
Directors of the Corporation or the Board of Directors of the Bank, who is not
an Officer or Employee of the Corporation or any Subsidiary.
3.13 "Plan
Shares" or "Shares" means shares of Common Stock held in the Trust which may be
distributed to a Recipient pursuant to the Plan.
3.14 "Plan
Share Award" or "Award" means a right granted under this Plan to receive a
distribution of Plan Shares upon completion of the service requirements
described in Article VII.
3.15 "Recipient"
means an Employee or a Non-Employee Director who receives a Plan Share Award
under the Plan.
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3.16 "Subsidiary"
means the Bank and any other subsidiaries of the Corporation or the Bank which,
with the consent of the Board, agree to participate in this
Plan.
3.17 "Trustee"
means such firm, entity or persons approved by the Board to hold legal title to
the Plan for the purposes set forth herein.
ARTICLE
IV
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ARTICLE
V
ARTICLE
VI
4
ARTICLE
VII
5
6
ARTICLE
VIII
(a) To
invest up to one hundred percent (100%) of all Trust assets in Common Stock
without regard to any law now or hereafter in force limiting investments for
trustees or other fiduciaries. The investment authorized herein may
constitute the only investment of the Trust, and in making such investment, the
Trustee is authorized to purchase Common Stock from the Corporation or from any
other source, and such Common Stock so purchased may be outstanding, newly
issued, or treasury shares.
(b) To
invest any Trust assets not otherwise invested in accordance with (a) above, in
such deposit accounts, and certificates of deposit, obligations of the United
States Government or its agencies or such other investments as shall be
considered the equivalent of cash.
(c) To
sell, exchange or otherwise dispose of any property at any time held or acquired
by the Trust.
(d) To
cause stocks, bonds or other securities to be registered in the name of a
nominee, without the addition of words indicating that such security is an asset
of the Trust (but accurate records shall be maintained showing that such
security is an asset of the Trust).
(e) To
hold cash without interest in such amounts as may in the opinion of the Trustee
be reasonable for the proper operation of the Plan and
Trust.
(f) To
employ brokers, agents, custodians, consultants and
accountants.
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(g) To
hire counsel to render advice with respect to its rights, duties and obligations
hereunder, and such other legal services or representation as it may deem
desirable.
(h) To
hold funds and securities representing the amounts to be distributed to a
Recipient or his Beneficiary as a consequence of a dispute as to the disposition
thereof, whether in a segregated account or held in common with other assets of
the Trust.
Notwithstanding anything herein contained to the
contrary, the Trustee shall not be required to make any inventory, appraisal or
settlement or report to any court, or to secure any order of a court for the
exercise of any power herein contained, or give bond.
ARTICLE
IX
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9.06 Governing
Law. To the extent not governed by federal law, the Plan and
Trust shall be governed by the laws of the State of
Louisiana.
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[signature
page follows]
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IN WITNESS
WHEREOF, the Corporation has caused this amended and restated Agreement
to be executed by its duly authorized officers and the corporate seal to be
affixed and duly attested, and the Trustees of the Trust established pursuant
hereto have duly and validly executed this Agreement, all on this 20th day
of November 2008.
By: |
/s/Xxxxxxx Xxxxxx
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Xxxxxxx
Xxxxxx
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President
and Chief Executive Officer
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TRUSTEES:
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/s/Xxxxxxx Xxxxxx | ||
Xxxxxxx
Xxxxxx
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/s/Xxxxx X. Xxxxx | ||
Xxxxx
X. Xxxxx
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/s/Xxxxxx X. Xxxx | ||
Xxxxxx
X. Xxxx
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