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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 17, 2021

 

GREAT SOUTHERN BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Maryland   0-18082   43-1524856
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

1451 East Battlefield, Springfield, Missouri   65804
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (417) 887-4400

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share GSBC The NASDAQ Stock Market LLC

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 17, 2021, Great Southern Bancorp, Inc. (the “Company”) entered into amendments of the employment agreements between the Company and William V. Turner, Chairman of the Board of Directors of the Company, and Joseph W. Turner, President and Chief Executive Officer of the Company.

 

The amendments eliminated a tax gross-up provision which provided generally that if the executive received severance benefits in connection with a change in control of the Company, then to the extent such benefits constituted a “parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), he would be paid an additional amount (commonly referred to as a “gross-up payment”) that would offset, on an after-tax basis, the effect of any excise tax consequently imposed on him under Section 4999 of the Code. As amended, each employment agreement now provides that if the severance benefits payable to the executive would be a parachute payment under Section 280G of the Code and trigger the excise tax under Section 4999 of the Code, then the severance benefits will be reduced to the executive’s threshold under Section 280G of the Code so that no excise taxes are payable by the executive, unless the executive would receive a greater net-after-tax benefit if he received all of his severance benefits and paid the applicable excise tax himself.

 

The foregoing description of the amendments is not complete and is qualified in its entirety by reference to the full text of the amendments, which are filed as Exhibits 10.1 and 10.2 to this report and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1 Amendment No. 1, dated as of November 17, 2021, to the Amended and Restated Employment Agreement, dated as of November 4, 2019, between Great Southern Bancorp, Inc. and William V. Turner

 

10.2 Amendment No. 2, dated as of November 17, 2021, to the Amended and Restated Employment Agreement, dated as of November 4, 2019, between Great Southern Bancorp, Inc. and Joseph W. Turner

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

    GREAT SOUTHERN BANCORP, INC.
     
Date: November 22, 2021 By:  /s/ Joseph W. Turner
    Joseph W. Turner, President and Chief Executive Officer

 

 

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Exhibit 10.1

 

AMENDMENT NO. 1

to the

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

With

WILLIAM V. TURNER

 

This AMENDMENT NO. 1 (the “Amendment”) to the Amended and Restated Employment Agreement between Great Southern Bancorp, Inc. (the “Company”), and William V. Turner (the “Employee”) dated as of November 4, 2019 (the “2019 Employment Agreement”), is made and entered into as of the 17th day of November 2021 (the “Effective Date”).

 

WHEREAS, the parties desire to revise the 2019 Employment Agreement to (i) delete the tax gross-up in Section 8 and to replace such section with the language set forth below, and (ii) delete the reference to the tax gross-up in Section 11(b);

 

NOW THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the Employer and the Employee hereby agree to amend, effective as of the Effective Date, the 2019 Employment Agreement as follows:

 

1.                  Section 8 of the 2019 Employment Agreement is hereby amended and restated to read in its entirety as follows:

 

“8. Certain Reductions of Payments by the Company.

 

(a)      In the event that the aggregate payments or benefits to be provided to the Employee pursuant to this Agreement, together with other payments and benefits which the Employee has a right to receive from the Company or its Consolidated Subsidiaries or any their successors, are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereto (the “Severance Benefits”), then the net-after-tax benefit of the Severance Benefits without reduction shall be compared to the net-after-tax benefit of the Severance Benefits if such Severance Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three times the Employee’s “base amount,” as determined in accordance with Section 280G of the Code. If (y) the Non-Triggering Amount less the product of the Non-Triggering Amount and the Tax Rate (as defined below) would be greater than (z) the aggregate value of the Severance Benefits (without such reduction) minus (i) the amount of the excise tax required to be paid by the Employee thereon by Section 4999 of the Code and further minus (ii) the product of the Severance Benefits (without such reduction) and the Tax Rate, then the Severance Benefits shall be reduced to the Non-Triggering Amount; otherwise, the Employee shall be entitled to receive the full amount of the Severance Benefits and shall be responsible for paying the excise tax imposed by Section 4999 of the Code. For purposes of this section, “Tax Rate” shall mean the sum of (a) the highest marginal federal, state and local income tax rates applicable to the Employee, and (b) the Social Security and Medicare tax rates applicable to such payment, as adjusted for any phase out of federal tax deductions and any benefit associated with state or local tax deductions. If the Severance Benefits are required to be reduced to the Non-Triggering Amount, then the cash severance shall be reduced first, followed by a reduction in the fringe benefits to be provided in kind pursuant to this Agreement. Nothing contained in this Section 8(a) shall result in a reduction of any payments or benefits to which the Employee may be entitled upon termination of employment under any circumstances other than as specified in this Section 8(a), or a reduction in the payments and benefits specified in Section 7 below zero.

 

 

 

 

(b)       All determinations required to be made under this Section 8 related to the application of Section 280G of the Code shall be made by the Company’s independent auditors or by such other firm with recognized expertise as may be selected by the Company (such auditors or, if applicable, such other firm are hereinafter referred to as the “Advisory Firm”). The Advisory Firm shall, within ten business days of the Date of Termination or at such earlier time as is requested by the Company, provide to both the Company and the Employee detailed supporting calculations showing both the net-after-tax benefit of the Severance Benefits if the Employee receives the full amount of such benefits and the net-after-tax benefit of the Severance Benefits if such benefits are reduced to the Non-Triggering Amount, together with an opinion that if the Severance Benefits are required to be reduced to the Non-Triggering Amount, then the Company will have substantial authority to deduct for purposes of Section 280G of the Code (before taking into account any amount not deductible under Section 162(m) of the Code) the amount of the reduced Severance Benefits and that the Employee will have substantial authority not to report on his federal income tax return any excise tax imposed by Section 4999 of the Code with respect to the reduced Severance Benefits. Any such determination and opinion by the Advisory Firm shall be binding upon the Company and the Employee. The Company and the Employee shall cooperate fully with the Advisory Firm, including without limitation providing to the Advisory Firm all information and materials reasonably requested by it, in connection with the making of the determinations required under this Section 8.

 

(c)        As a result of uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Advisory Firm hereunder, it is possible that Severance Benefits will have been made by the Company which should not have been made (“Overpayment”) or that additional Severance Benefits will not have been made by the Company which should have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. In the event that the Advisory Firm, based upon an assertion by the Internal Revenue Service against the Employee of a deficiency which the Advisory Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Employee shall be repaid by the Employee to the Company together with interest at the applicable federal rate provided for in Section 1274 of the Code, with such repayment to be made within 60 days following the date the amount of the Overpayment has been communicated to the Employee. In the event that the Advisory Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee together with interest at the applicable federal rate provided for in Section 1274 of the Code, with such payment to be made within 60 days following the date the amount of the Underpayment has been communicated to the Company.

 

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(d)       Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and any regulations promulgated thereunder.

 

2.               Section 11(b) of the 2019 Employment Agreement is hereby amended and restated to read in its entirety as follows:

 

“(b)     Non-Solicitation. As partial consideration for the severance payments and insurance benefits to be provided to the Employee pursuant to Section 7 of this Agreement, the Employee agrees that during the three-year period next following the Date of Termination, the Employee shall not directly or indirectly solicit, encourage, or induce any person while employed by the Company or any Consolidated Subsidiary to (i) leave the Company or any Consolidated Subsidiary, (ii) cease his or her employment with the Company or any Consolidated Subsidiary or (iii) accept employment with another entity or person.”

 

3.                  All other sections and provisions in the 2019 Employment Agreement shall continue in full force and effect and are not affected by this Amendment. This Amendment may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

 

 

[signature page follows]

 

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the 2019 Employment Agreement as of the Effective Date.

 

Attest:   GREAT SOUTHERN BANCORP, INC.
       
/s/ Kelly A. Polonus   By: /s/ Earl A. Steinert, Jr.
Kelly A. Polonus, Secretary   Earl A. Steinert, Jr.
    Chairperson of Compensation Committee

 

 

    EMPLOYEE
     
  By: /s/ William V. Turner
    William V. Turner

 

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Exhibit 10.2

 

AMENDMENT NO. 2

to the

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

With

JOSEPH W. TURNER

 

This AMENDMENT NO. 2 (the “Amendment”) to the Amended and Restated Employment Agreement between Great Southern Bancorp, Inc. (the “Company”), and Joseph W. Turner (the “Employee”) dated as of November 4, 2019 (the “2019 Employment Agreement”), is made and entered into as of the 17th day of November 2021 (the “Effective Date”).

 

WHEREAS, the parties desire to revise the 2019 Employment Agreement to (i) delete the tax gross-up in Section 8 and to replace such section with the language set forth below, and (ii) delete the reference to the tax gross-up in Section 11(b);

 

NOW THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the Employer and the Employee hereby agree to amend, effective as of the Effective Date, the 2019 Employment Agreement as follows:

 

1.                  Section 8 of the 2019 Employment Agreement is hereby amended and restated to read in its entirety as follows:

 

“8. Certain Reductions of Payments by the Company.

 

(a) In the event that the aggregate payments or benefits to be provided to the Employee pursuant to this Agreement, together with other payments and benefits which the Employee has a right to receive from the Company or its Consolidated Subsidiaries or any their successors, are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereto (the “Severance Benefits”), then the net-after-tax benefit of the Severance Benefits without reduction shall be compared to the net-after-tax benefit of the Severance Benefits if such Severance Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three times the Employee’s “base amount,” as determined in accordance with Section 280G of the Code. If (y) the Non-Triggering Amount less the product of the Non-Triggering Amount and the Tax Rate (as defined below) would be greater than (z) the aggregate value of the Severance Benefits (without such reduction) minus (i) the amount of the excise tax required to be paid by the Employee thereon by Section 4999 of the Code and further minus (ii) the product of the Severance Benefits (without such reduction) and the Tax Rate, then the Severance Benefits shall be reduced to the Non-Triggering Amount; otherwise, the Employee shall be entitled to receive the full amount of the Severance Benefits and shall be responsible for paying the excise tax imposed by Section 4999 of the Code. For purposes of this section, “Tax Rate” shall mean the sum of (a) the highest marginal federal, state and local income tax rates applicable to the Employee, and (b) the Social Security and Medicare tax rates applicable to such payment, as adjusted for any phase out of federal tax deductions and any benefit associated with state or local tax deductions. If the Severance Benefits are required to be reduced to the Non-Triggering Amount, then the cash severance shall be reduced first, followed by a reduction in the fringe benefits to be provided in kind pursuant to this Agreement. Nothing contained in this Section 8(a) shall result in a reduction of any payments or benefits to which the Employee may be entitled upon termination of employment under any circumstances other than as specified in this Section 8(a), or a reduction in the payments and benefits specified in Section 7 below zero.

 

 

 

 

(b)       All determinations required to be made under this Section 8 related to the application of Section 280G of the Code shall be made by the Company’s independent auditors or by such other firm with recognized expertise as may be selected by the Company (such auditors or, if applicable, such other firm are hereinafter referred to as the “Advisory Firm”). The Advisory Firm shall, within ten business days of the Date of Termination or at such earlier time as is requested by the Company, provide to both the Company and the Employee detailed supporting calculations showing both the net-after-tax benefit of the Severance Benefits if the Employee receives the full amount of such benefits and the net-after-tax benefit of the Severance Benefits if such benefits are reduced to the Non-Triggering Amount, together with an opinion that if the Severance Benefits are required to be reduced to the Non-Triggering Amount, then the Company will have substantial authority to deduct for purposes of Section 280G of the Code (before taking into account any amount not deductible under Section 162(m) of the Code) the amount of the reduced Severance Benefits and that the Employee will have substantial authority not to report on his federal income tax return any excise tax imposed by Section 4999 of the Code with respect to the reduced Severance Benefits. Any such determination and opinion by the Advisory Firm shall be binding upon the Company and the Employee. The Company and the Employee shall cooperate fully with the Advisory Firm, including without limitation providing to the Advisory Firm all information and materials reasonably requested by it, in connection with the making of the determinations required under this Section 8.

 

(c)       As a result of uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Advisory Firm hereunder, it is possible that Severance Benefits will have been made by the Company which should not have been made (“Overpayment”) or that additional Severance Benefits will not have been made by the Company which should have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. In the event that the Advisory Firm, based upon an assertion by the Internal Revenue Service against the Employee of a deficiency which the Advisory Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Employee shall be repaid by the Employee to the Company together with interest at the applicable federal rate provided for in Section 1274 of the Code, with such repayment to be made within 60 days following the date the amount of the Overpayment has been communicated to the Employee. In the event that the Advisory Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee together with interest at the applicable federal rate provided for in Section 1274 of the Code, with such payment to be made within 60 days following the date the amount of the Underpayment has been communicated to the Company.

 

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(d)       Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and any regulations promulgated thereunder.

 

2.               Section 11(b) of the 2019 Employment Agreement is hereby amended and restated to read in its entirety as follows:

 

“(b)      Non-Solicitation. As partial consideration for the severance payments and insurance benefits to be provided to the Employee pursuant to Section 7 of this Agreement, the Employee agrees that during the three-year period next following the Date of Termination, the Employee shall not directly or indirectly solicit, encourage, or induce any person while employed by the Company or any Consolidated Subsidiary to (i) leave the Company or any Consolidated Subsidiary, (ii) cease his or her employment with the Company or any Consolidated Subsidiary or (iii) accept employment with another entity or person.”

 

3.                  All other sections and provisions in the 2019 Employment Agreement shall continue in full force and effect and are not affected by this Amendment. This Amendment may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

 

 

[signature page follows]

 

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to the 2019 Employment Agreement as of the Effective Date.

 

Attest:   GREAT SOUTHERN BANCORP, INC.
       
/s/ Kelly A. Polonus   By: /s/ Earl A. Steinert, Jr.
Kelly A. Polonus, Secretary   Earl A. Steinert, Jr.
    Chairperson of Compensation Committee

 

 

    EMPLOYEE
     
  By: /s/ Joseph W. Turner
    Joseph W. Turner

 

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