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): June 1, 2016

 

Guaranty Federal Bancshares, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

43-1792717

(I.R.S. employer identification number)

 

0-23325

(Commission file number)

 

1341 West Battlefield
Springfield, Missouri 65807

(Address of principal executive offices and zip code)

 

Registrant's telephone number, including area code: (417) 520-4333  

 

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 (see General Instruction A.2.):

 

[_] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting materials 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))

 

 
 

 

   

INCLUDED INFORMATION

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

(e)

 

1. Amendment of Employment Agreements of Certain Executive Officers .

 

On June 1, 2016, Guaranty Federal Bancshares, Inc. (the “Company”) and the following named executive officers of the Company executed separate amendments to their respective Employment Agreements with the Company (the “Employment Agreements):

 

Shaun A. Burke, President and Chief Executive Officer

Carter M. Peters, Chief Financial Officer

Robin E. Robeson, Chief Operating Officer

Sheri D. Biser, Chief Credit Officer

 

Each Amendment to the Employment Agreement relates to the Company’s obligations to the executive officer should his or her employment with the Company be terminated under certain circumstances following a “Change-in-Control” (as defined in each Employment Agreement).The Amendment to each Employment Agreement amends two separate provisions under the original Employment Agreement.

 

One of the amendments to each Employment Agreement provides that upon termination due to a “Change-in-Control”, such officer will receive a lump sum payment in an amount equal to the greater of (i) 24 months (36 months in the case of Mr. Burke) of the executive officer’s base salary then in effect, or (ii) the highest rate of base salary during the twelve month period immediately before the Change-in-Control occurs. Such “Change-in-Control Payments” continue to be conditioned upon the executive officers executing a release in favor of, and waiver of any claims the executive officer may have against, the Company.

 

The other amendment pertains to certain federal income tax aspects of payments that may be made to the executive officers named above under the terms of their respective Employment Agreements as amended. Specifically, the amendment provides for a reduction in the payment to be made under the Employment Agreement upon a Change-in-Control if the amount payable would result in an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) resulting in the executive officer being subject to a 20% excise tax under Section 4999 of the Code. However, if the total amount payable without the reduction would be greater than the amount the executive would receive if no such reduction were made to the total payment and the executive officer were subject to the tax imposed by Section 4999 of the Code, then no reduction will be applied to the amount payable upon the Change-in-Control. Each Employment Agreement Amendment provides a methodology for the reduction of the payments to avoid the application of Section 280G.     

 

The description of the Employment Agreement Amendments set forth above with respect to Mr. Burke, Mr. Peters, Ms. Robeson and Ms. Biser is qualified in its entirety by reference to each of their respective Employment Agreement Amendments attached hereto as Exhibits 10.1 through 10.4, respectively, and to each of their respective Employment Agreements. Mr. Burke’s Employment Agreement was filed as Exhibit 10.1 to the Form 8-K filed by the Company on March 26, 2014. Mr. Peter’s Employment Agreement was filed as Exhibit 10.2 to the Form 8-K filed by the Company on March 26, 2014. Ms. Robeson’s Employment Agreement was filed as Exhibit 10.3 to the Form 8-K filed by the Company on March 26, 2014. Ms. Biser’s Employment Agreement was filed as Exhibit 10.5 to the Form 8-K filed by the Company on March 26, 2014.

 

 
2

 

 

2. Amendment of Restricted Stock Award Agreements – H. Michael Mattson

 

On June 1, 2016, the Company and H. Michael Mattson, Chief Lending Officer, executed that certain Amendment to Restricted Stock Award Agreements (the “Amendment to Restricted Stock Award Agreements”) in recognition of his past service with the Company and in connection with his impending retirement on June 30, 2016 (previously reported on Current Report on Form 8-K filed on March 21, 2016). The Amendment to Restricted Stock Award Agreements amends each of Mr. Mattson’s three restricted stock award agreements to provide that all 4,997 of his outstanding shares of restricted stock shall become fully vested, non-forfeitable and all holding periods shall expire on June 30, 2016. The description of the Amendment to Restricted Stock Award Agreements set forth above is qualified in its entirety by reference to the Amendment to Restricted Stock Awards Agreement attached hereto as Exhibit 10.5 and to the Restricted Stock Award Agreements by and between the Company and Mr. Mattson.

 

3. Written Description of 2016 Executive Incentive Compensation Annual Plan for Certain Executive Officers.

 

On June 1, 2016, the Company entered into short-term incentive compensation arrangements with respect to bonuses payable in 2016 for Mr. Burke, Mr. Peters, Ms. Robeson and Ms. Biser. The written description of each plan is attached hereto as Exhibits 10.6 through 10.9 and is incorporated by reference in this Item 502(e).

 

 
3

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number  

Description

   

10.1

Amendment to Employment Agreement, dated June 1, 2016, between the Company and Shaun A. Burke, President and CEO

   

10.2

Amendment to Employment Agreement, dated June 1, 2016, between the Company and Carter M. Peters, Chief Financial Officer

   

10.3

Amendment to Employment Agreement, dated June 1, 2016, between the Company and Robin E. Robeson, Chief Operating Officer

   

10.4

Amendment to Employment Agreement, dated June 1, 2016, between the Company and Sheri D. Biser, Chief Credit Officer

   

10.5

Amendment to Restricted Stock Award Agreements, dated June 1, 2016, between the Company and H. Michael Mattson, Chief Lending Officer

   

10.6

Written Description of 2016 Executive Incentive Compensation Annual Plan – President and Chief Executive Officer

   

10.7

Written Description of 2016 Executive Incentive Compensation Annual Plan –Chief Financial Officer

   

10.8

Written Description of 2016 Executive Incentive Compensation Annual Plan –Chief Operating Officer

   

10.9

Written Description of 2016 Executive Incentive Compensation Annual Plan –Chief Credit Officer

   

 

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.

 

 

Guaranty Federal Bancshares, Inc.

 

By:

/s/ Shaun A. Burke

Shaun A. Burke

President and Chief Executive Officer

   
Date: June 3, 2016  

 

 

4

Exhibit 10.1

 

 

AMENDMENT TO

EMPLOYMENT AGREEMENT FOR SHAUN BURKE

 

THIS AMENDMENT (“Amendment”) to the Employment Agreement dated March 24, 2014, between Guaranty Federal Bancshares, Inc. (“Company”) and Shaun A. Burke (“Employee”) (the “Agreement”) is entered into as of the day and year set forth on the signature page to this Amendment.

 

WHEREAS, the parties desire to revise the provisions of the Agreement relating to the Company’s obligations if Employee’s employment is terminated following a Change in Control;

 

NOW, THEREFORE, in consideration of the premises and the terms and conditions set forth in this Amendment, the Company and Employee agree as follows:

 

Section 9(b) of the Agreement is amended by revising clause (y) to read as follows:

 

(y)     a lump sum payment equal to 36 months of Employee’s base salary then in effect (or, if greater, highest annual rate of base salary during the 12-month period immediately before the Change in Control); plus

 

Section 12 of the Agreement is amended by adding the following to the end thereof:

 

Notwithstanding anything contained in this Agreement to the contrary, to the extent that any amounts payable under this Agreement or otherwise (the “Total Payments”) would be subject to Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code but no such reduction shall apply unless the actual amount of Total Payments to be received by the Employee after such reduction is greater than the amount the Employee would receive if no such reduction were made to the Total Payments and the Employee were subject to the tax imposed by Section 4999 of the Code. If applicable, the Company shall reduce or eliminate the Total Payments that are included in parachute payments under Section 280G of the Code in the following order and manner, in each case, in reverse chronological order within each category beginning with the Total Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code, and in proportion to the extent to which each type of payment within each category constitutes a parachute payment: (1) by reducing or eliminating the payment of any cash severance under Section 9 of this Agreement; (2) by not accelerating the payment of any restricted stock, restricted stock units, performance shares, performance share units, or stock options; (3) by not accelerating the vesting of any restricted stock, restricted stock units, performance shares, performance share units, or stock options; and (4) by reducing or eliminating any other payments or benefits that constitutes a parachute payment under Section 280G of the Code. The provisions of this paragraph shall take precedence over the provisions of any other plan, arrangement or agreement governing the Employee’s rights and entitlements to any benefits or compensation under this Agreement or otherwise. Any determination that Total Payments to the Employee must be reduced or eliminated in accordance with this paragraph and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s Board of Directors in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors it may deem appropriate in the circumstances.

 

 
 

 

 

IN WITNESS WHEREOF, this Amendment is entered into this 1 st day of June, 2016.

 

 

 

GUARANTY FEDERAL BANCSHARES, INC.

 

 

By: /s/ James R. Batten

 

Title: Chairman of the Board

 

 

EMPLOYEE

 

 

/s/ S haun A. Burke

Shaun A. Burke

 

 

2

 

 

 

Exhibit 10.2

 

 

AMENDMENT TO

EMPLOYMENT AGREEMENT FOR CARTER M. PETERS

 

THIS AMENDMENT (“Amendment”) to the Employment Agreement dated March 24, 2014, between Guaranty Federal Bancshares, Inc. (“Company”) and Carter M. Peters (“Employee”) (the “Agreement”) is entered into as of the day and year set forth on the signature page to this Amendment.

 

WHEREAS, the parties desire to revise the provisions of the Agreement relating to the Company’s obligations if Employee’s employment is terminated following a Change in Control;

 

NOW, THEREFORE, in consideration of the premises and the terms and conditions set forth in this Amendment, the Company and Employee agree as follows:

 

Section 9(b) of the Agreement is amended by revising clause (y) to read as follows:

 

(y)     a lump sum payment equal to 24 months of Employee’s base salary then in effect (or, if greater, highest annual rate of base salary during the 12-month period immediately before the Change in Control); plus

 

Section 12 of the Agreement is amended by adding the following to the end thereof:

 

Notwithstanding anything contained in this Agreement to the contrary, to the extent that any amounts payable under this Agreement or otherwise (the “Total Payments”) would be subject to Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code but no such reduction shall apply unless the actual amount of Total Payments to be received by the Employee after such reduction is greater than the amount the Employee would receive if no such reduction were made to the Total Payments and the Employee were subject to the tax imposed by Section 4999 of the Code. If applicable, the Company shall reduce or eliminate the Total Payments that are included in parachute payments under Section 280G of the Code in the following order and manner, in each case, in reverse chronological order within each category beginning with the Total Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code, and in proportion to the extent to which each type of payment within each category constitutes a parachute payment: (1) by reducing or eliminating the payment of any cash severance under Section 9 of this Agreement; (2) by not accelerating the payment of any restricted stock, restricted stock units, performance shares, performance share units, or stock options; (3) by not accelerating the vesting of any restricted stock, restricted stock units, performance shares, performance share units, or stock options; and (4) by reducing or eliminating any other payments or benefits that constitutes a parachute payment under Section 280G of the Code. The provisions of this paragraph shall take precedence over the provisions of any other plan, arrangement or agreement governing the Employee’s rights and entitlements to any benefits or compensation under this Agreement or otherwise. Any determination that Total Payments to the Employee must be reduced or eliminated in accordance with this paragraph and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s Board of Directors in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors it may deem appropriate in the circumstances.

 

 
 

 

 

IN WITNESS WHEREOF, this Amendment is entered into this 1st day of June, 2016.

 

 

 

GUARANTY FEDERAL BANCSHARES, INC.

 

 

By: /s/ Shaun A. Burke

 

Title: President and CEO

 

 

EMPLOYEE

 

 

/s/ Carter M. Peters

Carter M. Peters

 

 

2

 

 

 

 

 

 

Exhibit 10.3

 

AMENDMENT TO

EMPLOYMENT AGREEMENT FOR ROBIN E. ROBESON

 

THIS AMENDMENT (“Amendment”) to the Employment Agreement dated March 24, 2014, between Guaranty Federal Bancshares, Inc. (“Company”) and Robin E. Robeson (“Employee”) (the “Agreement”) is entered into as of the day and year set forth on the signature page to this Amendment.

 

WHEREAS, the parties desire to revise the provisions of the Agreement relating to the Company’s obligations if Employee’s employment is terminated following a Change in Control;

 

NOW, THEREFORE, in consideration of the premises and the terms and conditions set forth in this Amendment, the Company and Employee agree as follows:

 

Section 9(b) of the Agreement is amended by revising clause (y) to read as follows:

 

(y)     a lump sum payment equal to 24 months of Employee’s base salary then in effect (or, if greater, highest annual rate of base salary during the 12-month period immediately before the Change in Control); plus

 

Section 12 of the Agreement is amended by adding the following to the end thereof:

 

Notwithstanding anything contained in this Agreement to the contrary, to the extent that any amounts payable under this Agreement or otherwise (the “Total Payments”) would be subject to Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code but no such reduction shall apply unless the actual amount of Total Payments to be received by the Employee after such reduction is greater than the amount the Employee would receive if no such reduction were made to the Total Payments and the Employee were subject to the tax imposed by Section 4999 of the Code. If applicable, the Company shall reduce or eliminate the Total Payments that are included in parachute payments under Section 280G of the Code in the following order and manner, in each case, in reverse chronological order within each category beginning with the Total Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code, and in proportion to the extent to which each type of payment within each category constitutes a parachute payment: (1) by reducing or eliminating the payment of any cash severance under Section 9 of this Agreement; (2) by not accelerating the payment of any restricted stock, restricted stock units, performance shares, performance share units, or stock options; (3) by not accelerating the vesting of any restricted stock, restricted stock units, performance shares, performance share units, or stock options; and (4) by reducing or eliminating any other payments or benefits that constitutes a parachute payment under Section 280G of the Code. The provisions of this paragraph shall take precedence over the provisions of any other plan, arrangement or agreement governing the Employee’s rights and entitlements to any benefits or compensation under this Agreement or otherwise. Any determination that Total Payments to the Employee must be reduced or eliminated in accordance with this paragraph and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s Board of Directors in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors it may deem appropriate in the circumstances.

 

 
 

 

 

IN WITNESS WHEREOF, this Amendment is entered into this 1st day of June, 2016.

 

 

 

GUARANTY FEDERAL BANCSHARES, INC.

 

 

By: /s/ Shaun A. Burke

 

Title: President and CEO

 

 

EMPLOYEE

 

 

/s/ Robin E. Robeson

Robin E. Robeson

 

 

2

 

 

Exhibit 10.4

 

AMENDMENT TO

EMPLOYMENT AGREEMENT FOR SHERI D. BISER

 

THIS AMENDMENT (“Amendment”) to the Employment Agreement dated March 24, 2014, between Guaranty Federal Bancshares, Inc. (“Company”) and Sheri D. Biser (“Employee”) (the “Agreement”) is entered into as of the day and year set forth on the signature page to this Amendment.

 

WHEREAS, the parties desire to revise the provisions of the Agreement relating to the Company’s obligations if Employee’s employment is terminated following a Change in Control;

 

NOW, THEREFORE, in consideration of the premises and the terms and conditions set forth in this Amendment, the Company and Employee agree as follows:

 

Section 9(b) of the Agreement is amended by revising clause (y) to read as follows:

 

(y)     a lump sum payment equal to 24 months of Employee’s base salary then in effect (or, if greater, highest annual rate of base salary during the 12-month period immediately before the Change in Control); plus

 

Section 12 of the Agreement is amended by adding the following to the end thereof:

 

Notwithstanding anything contained in this Agreement to the contrary, to the extent that any amounts payable under this Agreement or otherwise (the “Total Payments”) would be subject to Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code but no such reduction shall apply unless the actual amount of Total Payments to be received by the Employee after such reduction is greater than the amount the Employee would receive if no such reduction were made to the Total Payments and the Employee were subject to the tax imposed by Section 4999 of the Code. If applicable, the Company shall reduce or eliminate the Total Payments that are included in parachute payments under Section 280G of the Code in the following order and manner, in each case, in reverse chronological order within each category beginning with the Total Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code, and in proportion to the extent to which each type of payment within each category constitutes a parachute payment: (1) by reducing or eliminating the payment of any cash severance under Section 9 of this Agreement; (2) by not accelerating the payment of any restricted stock, restricted stock units, performance shares, performance share units, or stock options; (3) by not accelerating the vesting of any restricted stock, restricted stock units, performance shares, performance share units, or stock options; and (4) by reducing or eliminating any other payments or benefits that constitutes a parachute payment under Section 280G of the Code. The provisions of this paragraph shall take precedence over the provisions of any other plan, arrangement or agreement governing the Employee’s rights and entitlements to any benefits or compensation under this Agreement or otherwise. Any determination that Total Payments to the Employee must be reduced or eliminated in accordance with this paragraph and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s Board of Directors in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors it may deem appropriate in the circumstances.

 

 
 

 

 

IN WITNESS WHEREOF, this Amendment is entered into this 1 st day of June, 2016.

 

 

 

GUARANTY FEDERAL BANCSHARES, INC.

 

 

By: /s/ Shaun A. Burke

 

Title: President and CEO

 

 

EMPLOYEE

 

 

/s/ Sheri D. Biser

Sheri D. Biser

 

 

2

 

 

 

 

Exhibit 10.5

 

AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS

 

This Amendment is entered into by and between Guaranty Federal Bancshares, Inc. (the “Company”) and H. Michael Mattson (“Participant”).

 

WHEREAS, the Company and Participant are parties to three Restricted Stock Award Agreements dated February 4, 2014, February 3, 2015, and February 25, 2016, respectively (collectively the “Award Agreements” and individually an “Award Agreement”), pursuant to which Participant beneficially owns 4,997 shares of common stock of the Company (“Restricted Shares”), subject to the restrictions and other terms and conditions set forth in said Award Agreements; and

 

WHEREAS, in recognition of Participant’s past service with the Company and his commitment to remain employed with the Company through June 30, 2016 to ensure a smooth transition, the parties wish to amend the Award Agreements as set forth below.

 

NOW, THEREFORE, in consideration of the mutual commitments set forth herein and other valuable consideration, the receipt of which the parties hereby acknowledge, each Award Agreement is amended in the following respects:

 

Notwithstanding paragraph 1 of the Award Agreement to the contrary, the Restricted Shares shall be fully vested and non-forfeitable, and all holding periods shall expire, on June 30, 2016, if Participant remains employed by the Company through such date.

 

IN WITNESS WHEREOF, the parties have executed this Amendment on this 1 st day of June 2016. This Amendment may be executed in counterparts.

 

 

Guaranty Federal Bancshares, Inc.

 

/s/ Shaun A. Burke

Shaun Burke, CEO

 

/s/ H. Michael Mattson

H. Michael Mattson, Participant

 

 

 

 

 

 

Exhibit 10.6

 

 

Written Description of

2016 Executive Incentive Compensation Annual Plan -

President and Chief Executive Officer

 

 

The following is a description of the material terms of the 2016 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to Shaun A. Burke, the Company’s President and Chief Executive Officer (the "Executive"), for 2016:

 

The Plan will pay a maximum of $155,000 of which one hundred-percent (100%) of the bonus amount will be paid in cash. There are three possible levels of incentive awards: threshold (25%); target (50%); and maximum (100%). For any bonus amount to be paid, the threshold level of performance must be achieved. The bonus amount will be prorated for performance achievements between the threshold and target levels and between the target and maximum levels. The four performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) revenue growth (20%), (ii) net interest margin (20%), (iii) pre-tax net income (40%), and (iv) non-performing assets to average total assets (20%). The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) net income of the Company for calendar year 2016 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of budget; (ii) satisfactory audits as determined by the Board of Directors of the Company after review of findings from regulatory examination reports and applicable audits and reviews; (iii) the Company and Guaranty Bank must maintain capital ratios to meet regulatory “well capitalized” status; (iv) adversely classified assets to tier 1 capital and allowance for loan losses must not exceed 35%; and (v) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2017 for the calendar year 2016. The Board of Directors of the Company retains the right to make the final determination of the bonus payment and amount, if any, and may consider other pertinent facts prior to making an award. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.

 

The Plan will have a modifier that adjusts incentive awards upward or downward based on GFED’s performance relative to its peer group. The peer group will be a defined group of similar sized Midwestern publicly traded banks as determined by the Company’s compensation consultant. If the weighted average of GFED’s performance in return on average assets, net interest margin and efficiency ratio are at or above the peer group 60 th percentile, the executives’ incentive awards will be increased by an additional ten percent of salary. If performance is above the 70 th percentile, the awards will be increased by twenty percent of salary. If performance in the same three measurements falls below the 50 th percentile, awards will be reduced by ten percent of salary.

 

 

 

Exhibit 10.7

 

 

Written Description of

2016 Executive Incentive Compensation Annual Plan –

Chief Financial Officer

 

 

The following is a description of the material terms of the 2016 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to Carter Peters, the Company’s Chief Financial Officer (the "Executive"), for 2016:

 

The Plan will pay a maximum of $92,500 of which one hundred-percent (100%) of the bonus amount will be paid in cash. There are three possible levels of incentive awards: threshold (25%); target (50%); and maximum (100%). For any bonus amount to be paid, the threshold level of performance must be achieved. The bonus amount will be prorated for performance achievements between the threshold and target levels and between the target and maximum levels. The four performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) revenue growth (30%), (ii) net interest margin (20%), (iii) pre-tax net income (30%), and (iv) efficiency ratio (20%). The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) net income of the Company for calendar year 2016 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of budget; (ii) satisfactory audits as determined by the Board of Directors of the Company after review of findings from regulatory examination reports and applicable audits and reviews; (iii) the Company and Guaranty Bank must maintain capital ratios to meet regulatory “well capitalized” status; (iv) adversely classified assets to tier 1 capital and allowance for loan losses must not exceed 35%; and (v) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2017 for the calendar year 2016. The Board of Directors of the Company retains the right to make the final determination of the bonus payment and amount, if any, and may consider other pertinent facts prior to making an award. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.

 

The Plan will have a modifier that adjusts incentive awards upward or downward based on GFED’s performance relative to its peer group. The peer group will be a defined group of similar sized Midwestern publicly traded banks as determined by the Company’s compensation consultant. If the weighted average of GFED’s performance in return on average assets, net interest margin and efficiency ratio are at or above the peer group 60 th percentile, the executives’ incentive awards will be increased by an additional ten percent of salary. If performance is above the 70 th percentile, the awards will be increased by twenty percent of salary. If performance in the same three measurements falls below the 50 th percentile, awards will be reduced by ten percent of salary.

 

 

 

 

 

Exhibit 10.8

 

 

Written Description of

2016 Executive Incentive Compensation Annual Plan -

Chief Operating Officer

 

 

The following is a description of the material terms of the 2016 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to Robin Robeson, the Company’s Chief Operating Officer (the "Executive"), for 2016:

 

The Plan will pay a maximum of $97,500 of which one hundred-percent (100%) of the bonus amount will be paid in cash. There are three possible levels of incentive awards: threshold (25%); target (50%); and maximum (100%). For any bonus amount to be paid, the threshold level of performance must be achieved. The bonus amount will be prorated for performance achievements between the threshold and target levels and between the target and maximum levels. The four performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) revenue growth (30%), (ii) net interest margin (20%), (iii) pre-tax net income (30%), and (iv) efficiency ratio (20%). The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) net income of the Company for calendar year 2016 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of budget; (ii) satisfactory audits as determined by the Board of Directors of the Company after review of findings from regulatory examination reports and applicable audits and reviews; (iii) the Company and Guaranty Bank must maintain capital ratios to meet regulatory “well capitalized” status; (iv) adversely classified assets to tier 1 capital and allowance for loan losses must not exceed 35%; and (v) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2017 for the calendar year 2016. The Board of Directors of the Company retains the right to make the final determination of the bonus payment and amount, if any, and may consider other pertinent facts prior to making an award. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.

 

The Plan will have a modifier that adjusts incentive awards upward or downward based on GFED’s performance relative to its peer group. The peer group will be a defined group of similar sized Midwestern publicly traded banks as determined by the Company’s compensation consultant. If the weighted average of GFED’s performance in return on average assets, net interest margin and efficiency ratio are at or above the peer group 60 th percentile, the executives’ incentive awards will be increased by an additional ten percent of salary. If performance is above the 70 th percentile, the awards will be increased by twenty percent of salary. If performance in the same three measurements falls below the 50 th percentile, awards will be reduced by ten percent of salary.

 

 

 

 

 

Exhibit 10.9

 

 

Written Description of

2016 Executive Incentive Compensation Annual Plan –

Chief Credit Officer

 

The following is a description of the material terms of the 2016 Executive Incentive Compensation Annual Plan (the “Plan”) that was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of Guaranty Federal Bancshares, Inc. (the “Company”) with respect to the bonus payable to Sheri Biser, the Company’s Chief Credit Officer (the "Executive"), for 2016:

 

The Plan will pay a maximum of $86,500 of which one hundred-percent (100%) of the bonus amount will be paid in cash. There are three possible levels of incentive awards: threshold (25%); target (50%); and maximum (100%). For any bonus amount to be paid, the threshold level of performance must be achieved. The bonus amount will be prorated for performance achievements between the threshold and target levels and between the target and maximum levels. The four performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) revenue growth (20%), (ii) net interest margin (20%), (iii) pre-tax net income (30%), and (iv) non-performing assets to average total assets (30%). The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) net income of the Company for calendar year 2016 of at least 75% of approved budget to receive full performance incentive and incentive will be reduced by 50% if Company achieves between 50% and 74.99% of budget net income; No incentive will be paid if net income is below 50% of budget; (ii) satisfactory audits as determined by the Board of Directors of the Company after review of findings from regulatory examination reports and applicable audits and reviews; (iii) the Company and Guaranty Bank must maintain capital ratios to meet regulatory “well capitalized” status; (iv) adversely classified assets to tier 1 capital and allowance for loan losses must not exceed 35%; and (v) satisfactory performance appraisal, actively employed by Guaranty Bank, and in good standing at the time the bonus is paid, which will not be prior to the public release of earnings in 2017 for the calendar year 2016. The Board of Directors of the Company retains the right to make the final determination of the bonus payment and amount, if any, and may consider other pertinent facts prior to making an award. All incentive payments shall be subject to the Company’s Compensation Clawback Policy.

 

The Plan will have a modifier that adjusts incentive awards upward or downward based on GFED’s performance relative to its peer group. The peer group will be a defined group of similar sized Midwestern publicly traded banks as determined by the Company’s compensation consultant. If the weighted average of GFED’s performance in return on average assets, net interest margin and efficiency ratio are at or above the peer group 60 th percentile, the executives’ incentive awards will be increased by an additional ten percent of salary. If performance is above the 70 th percentile, the awards will be increased by twenty percent of salary. If performance in the same three measurements falls below the 50 th percentile, awards will be reduced by ten percent of salary.