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): March 29, 2017

 

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. Written Description of 2017 Executive Incentive Compensation Annual Plan for Certain Executive Officers.

 

On March 29, 2017, the Company entered into short-term incentive compensation arrangements with respect to bonuses payable in 2017 for Executive Officers Shaun A. Burke, President and Chief Executive Officer, Carter Peters, Chief Financial Officer, Robin Robeson, Chief Operating Officer, H. Charles Puls, Chief Lending Officer and Sheri Biser, Chief Credit Officer. The written description of each plan is attached hereto as Exhibits 10.1 through 10.5 and is incorporated by reference in this Item 502(e).

 

2. Written Description of 2017 Executive Long-Term Incentive Performance Share Plan for Certain Executive Officers.

 

On March 29, 2017, the Company entered into long-term incentive performance share arrangements for Mr. Burke, Mr. Peters, Ms. Robeson, Mr. Puls and Ms. Biser. The written description of each plan is attached hereto as Exhibits 10.6 through 10.10 and is incorporated by reference in this Item 502(e).

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number  

Description

   

10.1

Written Description of 2017 Executive Incentive Compensation Annual Plan – President and Chief Executive Officer

   

10.2

Written Description of 2017 Executive Incentive Compensation Annual Plan –Chief Financial Officer

   

10.3

Written Description of 2017 Executive Incentive Compensation Annual Plan –Chief Operating Officer

   

10.4

Written Description of 2017 Executive Incentive Compensation Annual Plan –Chief Lending Officer

   

10.5

Written Description of 2017 Executive Incentive Compensation Annual Plan –Chief Credit Officer

   

10.6

Written Description of 2017 Executive Long-Term Incentive Performance Share Plan – President and Chief Executive Officer

   

10.7

Written Description of 2017 Executive Long-Term Incentive Performance Share Plan –Chief Financial Officer

   

10.8

Written Description of 2017 Executive Long-Term Incentive Performance Share Plan –Chief Operating Officer

   

10.9

Written Description of 2017 Executive Long-Term Incentive Performance Share Plan –Chief Lending Officer

   

10.10

Written Description of 2017 Executive Long-Term Incentive Performance Share Plan –Chief Credit Officer

 

 
2

 

 

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: March 31, 2017      

                                                                       

 

 

3

Exhibit 10. 1

 

Written Description of

201 7 Executive Incentive Compensation Annual Plan -

President and Chief Executive Officer

 

 

The following is a description of the material terms of the 2017 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 2017:

 

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 2017 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; and (iv) 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 2018 for the calendar year 2017.

 

If the Company terminates the Executive’s employment other than for cause (as defined in Executive’s employment agreement) before the end of the performance year, then the Executive will be eligible for a prorated incentive payment (at target level) except for a change in control of the Company. If the Executive’s employment ends within twelve months following a change in control of the Company, then the Executive will be eligible for an incentive amount computed in accordance with the Executive’s employment agreement.

 

The Plan will have a modifier that adjusts incentive awards upward or downward based on the Company’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 the Company’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.

 

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.

Exhibit 10. 2

 

Written Description of

201 7 Executive Incentive Compensation Annual Plan –

Chief Financial Officer

 

 

The following is a description of the material terms of the 2017 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 2017:

 

The Plan will pay a maximum of $100,000 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 (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 2017 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; and (iv) 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 2018 for the calendar year 2017.

 

If the Company terminates the Executive’s employment other than for cause (as defined in Executive’s employment agreement) before the end of the performance year, then the Executive will be eligible for a prorated incentive payment (at target level) except for a change in control of the Company. If the Executive’s employment ends within twelve months following a change in control of the Company, then the Executive will be eligible for an incentive amount computed in accordance with the Executive’s employment agreement.

 

The Plan will have a modifier that adjusts incentive awards upward or downward based on the Company’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 the Company’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.

 

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.

Exhibit 10. 3

 

Written Description of

201 7 Executive Incentive Compensation Annual Plan -

Chief Operating Officer

 

 

The following is a description of the material terms of the 2017 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 2017:

 

The Plan will pay a maximum of $107,500 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 2017 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; and (iv) 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 2018 for the calendar year 2017.

 

If the Company terminates the Executive’s employment other than for cause (as defined in Executive’s employment agreement) before the end of the performance year, then the Executive will be eligible for a prorated incentive payment (at target level) except for a change in control of the Company. If the Executive’s employment ends within twelve months following a change in control of the Company, then the Executive will be eligible for an incentive amount computed in accordance with the Executive’s employment agreement.

 

The Plan will have a modifier that adjusts incentive awards upward or downward based on the Company’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 the Company’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.

 

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.

Exhibit 10. 4

 

Written Description of

201 7 Executive Incentive Compensation Annual Plan –

Chief Lending Officer

 

The following is a description of the material terms of the 2017 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 H. Charles Puls, the Company’s Chief Lending Officer (the "Executive"), for 2017:

 

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 2017 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; and (iv) 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 2018 for the calendar year 2017.

 

If the Company terminates the Executive’s employment other than for cause (as defined in Executive’s employment agreement) before the end of the performance year, then the Executive will be eligible for a prorated incentive payment (at target level) except for a change in control of the Company. If the Executive’s employment ends within twelve months following a change in control of the Company, then the Executive will be eligible for an incentive amount computed in accordance with the Executive’s employment agreement.

 

The Plan will have a modifier that adjusts incentive awards upward or downward based on the Company’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 the Company’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.

 

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.

 

Exhibit 10. 5

 

Written Description of

201 7 Executive Incentive Compensation Annual Plan –

Chief Credit Officer

 

The following is a description of the material terms of the 2017 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 2017:

 

The Plan will pay a maximum of $88,000 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 (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 2017 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; and (iv) 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 2018 for the calendar year 2017.

 

If the Company terminates the Executive’s employment other than for cause (as defined in Executive’s employment agreement) before the end of the performance year, then the Executive will be eligible for a prorated incentive payment (at target level) except for a change in control of the Company. If the Executive’s employment ends within twelve months following a change in control of the Company, then the Executive will be eligible for an incentive amount computed in accordance with the Executive’s employment agreement.

 

The Plan will have a modifier that adjusts incentive awards upward or downward based on the Company’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 the Company’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.

 

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.

 

Exhibit 10.6

 

Written Description of

201 7 Executive Long-Term Incentive Performance Share Plan -

President and Chief Executive Officer

 

The following is a description of the material terms of the 2017 Executive Long-Term Incentive Performance Share 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 long-term incentive payable to Shaun A. Burke, the Company’s President and Chief Executive Officer (the "Grantee"), for the period beginning on March 29, 2017 (the “Grant Date”) and ending December 31, 2019 (the “Performance Period”).

 

One hundred-percent (100%) of the incentive amount will be paid in restricted stock units (the “Units”), representing the right to earn, on a one-for-one basis, shares of the Company’s common stock. The Plan will pay a maximum of 18,280 shares of which 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 two performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) Total Assets (50%) and (ii) Return on Average Assets (50%). The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) No consent orders from any regulatory agency are in place at the time of vesting and (ii) No decline in composite CAMELS rating by the end of the Performance Period as compared to the ratings as of the Grant Date.

 

No later than March 15th following the end of the Performance Period, the Committee shall determine the Company’s achievement of the performance goals and shall certify such results in writing. Upon such certification, the Units shall become vested on such date (the “Vesting Date”) to the extent the performance goals are attained. Vested Units will be converted to shares of common stock on the Vesting Date (the “Conversion Date”). Any Units that fail to vest in accordance with the terms of the Plan will be forfeited to the Company without further consideration or any act or action by the Grantee.

 

If the Grantee’s employment with the Company ends prior to the Vesting Date, the Grantee’s Units shall be forfeited in their entirety, except as follows:

 

(i)        Death or Disability . If Grantee’s employment ends by reason of death or disability (as defined in Section 22(e)(3) of the Code) prior to the Vesting Date, then all relevant performance goals will be deemed to have been achieved at the “Target” level and the Units will be converted to shares of common stock as of such death or disability.

(ii)       Change in Control . If there is a Change in Control prior to the Vesting Date, all relevant performance goals will be measured based on actual performance through the date of the Change in Control and will be converted to shares of common stock as of such Change in Control.

(iii)      Retirement . If Grantee retires from employment on or after age 65 (or on or after age 55 with twenty or more years of service) prior to the Vesting Date but at least one year into the Performance Period, the Units shall be prorated by a factor equal to the quotient of each full month of service from the Grant Date to the date of such Retirement, divided by the number of total months in the Performance Period, and such prorated Units shall become vested on the Vesting Date and converted to shares of common stock on the Conversion Date to the extent the performance goals are attained for the applicable Performance Period.

 

Grantee shall not have voting or any other rights as a stockholder of the Company with respect to the Units. Dividends or dividend equivalents will not be paid with respect to the Units. Upon conversion of the Units into shares of common stock, Grantee will obtain full voting and other rights as a stockholder of the Company.

Exhibit 10.7

 

Written Description of

201 7 Executive Long-Term Incentive Performance Share Plan –

Chief Financial Officer

 

The following is a description of the material terms of the 2017 Executive Long-Term Incentive Performance Share 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 long-term incentive payable to Carter Peters, the Company’s Chief Financial Officer (the "Grantee"), for the period beginning on March 29, 2017 (the “Grant Date”) and ending December 31, 2019 (the “Performance Period”).

 

One hundred-percent (100%) of the incentive amount will be paid in restricted stock units (the “Units”), representing the right to earn, on a one-for-one basis, shares of the Company’s common stock. The Plan will pay a maximum of 9,828 shares of which 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 two performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) Total Assets (50%) and (ii) Return on Average Assets (50%). The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) No consent orders from any regulatory agency are in place at the time of vesting and (ii) No decline in composite CAMELS rating by the end of the Performance Period as compared to the ratings as of the Grant Date.

 

No later than March 15th following the end of the Performance Period, the Committee shall determine the Company’s achievement of the performance goals and shall certify such results in writing. Upon such certification, the Units shall become vested on such date (the “Vesting Date”) to the extent the performance goals are attained. Vested Units will be converted to shares of common stock on the Vesting Date (the “Conversion Date”). Any Units that fail to vest in accordance with the terms of the Plan will be forfeited to the Company without further consideration or any act or action by the Grantee.

 

If the Grantee’s employment with the Company ends prior to the Vesting Date, the Grantee’s Units shall be forfeited in their entirety, except as follows:

 

(i)       Death or Disability . If Grantee’s employment ends by reason of death or disability (as defined in Section 22(e)(3) of the Code) prior to the Vesting Date, then all relevant performance goals will be deemed to have been achieved at the “Target” level and the Units will be converted to shares of common stock as of such death or disability.

(ii)       Change in Control . If there is a Change in Control prior to the Vesting Date, all relevant performance goals will be measured based on actual performance through the date of the Change in Control and will be converted to shares of common stock as of such Change in Control.

(iii)      Retirement . If Grantee retires from employment on or after age 65 (or on or after age 55 with twenty or more years of service) prior to the Vesting Date but at least one year into the Performance Period, the Units shall be prorated by a factor equal to the quotient of each full month of service from the Grant Date to the date of such Retirement, divided by the number of total months in the Performance Period, and such prorated Units shall become vested on the Vesting Date and converted to shares of common stock on the Conversion Date to the extent the performance goals are attained for the applicable Performance Period.

 

Grantee shall not have voting or any other rights as a stockholder of the Company with respect to the Units. Dividends or dividend equivalents will not be paid with respect to the Units. Upon conversion of the Units into shares of common stock, Grantee will obtain full voting and other rights as a stockholder of the Company.

Exhibit 10.8

 

Written Description of

201 7 Executive Long-Term Incentive Performance Share Plan -

Chief Operating Officer

 

The following is a description of the material terms of the 2017 Executive Long-Term Incentive Performance Share 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 long-term incentive payable to Robin Robeson, the Company’s Chief Operating Officer (the "Grantee"), for the period beginning on March 29, 2017 (the “Grant Date”) and ending December 31, 2019 (the “Performance Period”).

 

One hundred-percent (100%) of the incentive amount will be paid in restricted stock units (the “Units”), representing the right to earn, on a one-for-one basis, shares of the Company’s common stock. The Plan will pay a maximum of 10,565 shares of which 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 two performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) Total Assets (50%) and (ii) Return on Average Assets (50%). The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) No consent orders from any regulatory agency are in place at the time of vesting and (ii) No decline in composite CAMELS rating by the end of the Performance Period as compared to the ratings as of the Grant Date.

 

No later than March 15th following the end of the Performance Period, the Committee shall determine the Company’s achievement of the performance goals and shall certify such results in writing. Upon such certification, the Units shall become vested on such date (the “Vesting Date”) to the extent the performance goals are attained. Vested Units will be converted to shares of common stock on the Vesting Date (the “Conversion Date”). Any Units that fail to vest in accordance with the terms of the Plan will be forfeited to the Company without further consideration or any act or action by the Grantee.

 

If the Grantee’s employment with the Company ends prior to the Vesting Date, the Grantee’s Units shall be forfeited in their entirety, except as follows:

 

(i)       Death or Disability . If Grantee’s employment ends by reason of death or disability (as defined in Section 22(e)(3) of the Code) prior to the Vesting Date, then all relevant performance goals will be deemed to have been achieved at the “Target” level and the Units will be converted to shares of common stock as of such death or disability.

(ii)       Change in Control . If there is a Change in Control prior to the Vesting Date, all relevant performance goals will be measured based on actual performance through the date of the Change in Control and will be converted to shares of common stock as of such Change in Control.

(iii)      Retirement . If Grantee retires from employment on or after age 65 (or on or after age 55 with twenty or more years of service) prior to the Vesting Date but at least one year into the Performance Period, the Units shall be prorated by a factor equal to the quotient of each full month of service from the Grant Date to the date of such Retirement, divided by the number of total months in the Performance Period, and such prorated Units shall become vested on the Vesting Date and converted to shares of common stock on the Conversion Date to the extent the performance goals are attained for the applicable Performance Period.

 

Grantee shall not have voting or any other rights as a stockholder of the Company with respect to the Units. Dividends or dividend equivalents will not be paid with respect to the Units. Upon conversion of the Units into shares of common stock, Grantee will obtain full voting and other rights as a stockholder of the Company.

Exhibit 10.9

 

Written Description of

201 7 Executive Long-Term Incentive Performance Share Plan –

Chief Lending Officer

 

The following is a description of the material terms of the 2017 Executive Long-Term Incentive Performance Share 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 long-term incentive payable to H. Charles Puls, the Company’s Chief Lending Officer (the "Grantee"), for the period beginning on March 29, 2017 (the “Grant Date”) and ending December 31, 2019 (the “Performance Period”).

 

One hundred-percent (100%) of the incentive amount will be paid in restricted stock units (the “Units”), representing the right to earn, on a one-for-one basis, shares of the Company’s common stock. The Plan will pay a maximum of 8,501 shares of which 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 two performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) Total Assets (50%) and (ii) Return on Average Assets (50%). The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) No consent orders from any regulatory agency are in place at the time of vesting and (ii) No decline in composite CAMELS rating by the end of the Performance Period as compared to the ratings as of the Grant Date.

 

No later than March 15th following the end of the Performance Period, the Committee shall determine the Company’s achievement of the performance goals and shall certify such results in writing. Upon such certification, the Units shall become vested on such date (the “Vesting Date”) to the extent the performance goals are attained. Vested Units will be converted to shares of common stock on the Vesting Date (the “Conversion Date”). Any Units that fail to vest in accordance with the terms of the Plan will be forfeited to the Company without further consideration or any act or action by the Grantee.

 

If the Grantee’s employment with the Company ends prior to the Vesting Date, the Grantee’s Units shall be forfeited in their entirety, except as follows:

 

(i)       Death or Disability . If Grantee’s employment ends by reason of death or disability (as defined in Section 22(e)(3) of the Code) prior to the Vesting Date, then all relevant performance goals will be deemed to have been achieved at the “Target” level and the Units will be converted to shares of common stock as of such death or disability.

(ii)       Change in Control . If there is a Change in Control prior to the Vesting Date, all relevant performance goals will be measured based on actual performance through the date of the Change in Control and will be converted to shares of common stock as of such Change in Control.

(iii)      Retirement . If Grantee retires from employment on or after age 65 (or on or after age 55 with twenty or more years of service) prior to the Vesting Date but at least one year into the Performance Period, the Units shall be prorated by a factor equal to the quotient of each full month of service from the Grant Date to the date of such Retirement, divided by the number of total months in the Performance Period, and such prorated Units shall become vested on the Vesting Date and converted to shares of common stock on the Conversion Date to the extent the performance goals are attained for the applicable Performance Period.

 

Grantee shall not have voting or any other rights as a stockholder of the Company with respect to the Units. Dividends or dividend equivalents will not be paid with respect to the Units. Upon conversion of the Units into shares of common stock, Grantee will obtain full voting and other rights as a stockholder of the Company.

Exhibit 10. 10

 

Written Description of

201 7 Executive Long-Term Incentive Performance Share Plan –

Chief Credit Officer

 

The following is a description of the material terms of the 2017 Executive Long-Term Incentive Performance Share 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 long-term incentive payable to Sheri Biser, the Company’s Chief Credit Officer (the "Grantee"), for the period beginning on March 29, 2017 (the “Grant Date”) and ending December 31, 2019 (the “Performance Period”).

 

One hundred-percent (100%) of the incentive amount will be paid in restricted stock units (the “Units”), representing the right to earn, on a one-for-one basis, shares of the Company’s common stock. The Plan will pay a maximum of 8,649 shares of which 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 two performance measurements of the Company (and the weight given to each measurement) applicable to each award level are as follows: (i) Total Assets (50%) and (ii) Return on Average Assets (50%). The following minimum criteria must all be satisfied before an award is paid under the Plan: (i) No consent orders from any regulatory agency are in place at the time of vesting and (ii) No decline in composite CAMELS rating by the end of the Performance Period as compared to the ratings as of the Grant Date.

 

No later than March 15th following the end of the Performance Period, the Committee shall determine the Company’s achievement of the performance goals and shall certify such results in writing. Upon such certification, the Units shall become vested on such date (the “Vesting Date”) to the extent the performance goals are attained. Vested Units will be converted to shares of common stock on the Vesting Date (the “Conversion Date”). Any Units that fail to vest in accordance with the terms of the Plan will be forfeited to the Company without further consideration or any act or action by the Grantee.

 

If the Grantee’s employment with the Company ends prior to the Vesting Date, the Grantee’s Units shall be forfeited in their entirety, except as follows:

 

(i)       Death or Disability . If Grantee’s employment ends by reason of death or disability (as defined in Section 22(e)(3) of the Code) prior to the Vesting Date, then all relevant performance goals will be deemed to have been achieved at the “Target” level and the Units will be converted to shares of common stock as of such death or disability.

(ii)       Change in Control . If there is a Change in Control prior to the Vesting Date, all relevant performance goals will be measured based on actual performance through the date of the Change in Control and will be converted to shares of common stock as of such Change in Control.

(iii)      Retirement . If Grantee retires from employment on or after age 65 (or on or after age 55 with twenty or more years of service) prior to the Vesting Date but at least one year into the Performance Period, the Units shall be prorated by a factor equal to the quotient of each full month of service from the Grant Date to the date of such Retirement, divided by the number of total months in the Performance Period, and such prorated Units shall become vested on the Vesting Date and converted to shares of common stock on the Conversion Date to the extent the performance goals are attained for the applicable Performance Period.

 

Grantee shall not have voting or any other rights as a stockholder of the Company with respect to the Units. Dividends or dividend equivalents will not be paid with respect to the Units. Upon conversion of the Units into shares of common stock, Grantee will obtain full voting and other rights as a stockholder of the Company.