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 ___, 2009Agency Agreement • October 30th, 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:
FORM OF TWO-YEAR CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 30th, 2009 • OmniAmerican Bancorp, Inc. • Savings institution, federally chartered • Texas
This Change in Control 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 that is headquartered in Fort Worth, Texas, and (“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.
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.
