Exhibit 10.2
AMENDMENT AND WAIVER
REGARDING COMPENSATION ARRANGEMENTS
This Agreement is entered into by and among Guaranty Federal
Bancshares,
Inc., Guaranty Bank (together with Guaranty Federal
Bancshares, Inc., the
"
Company
"), and the undersigned Senior Executive Officers of the
Company
(collectively the "
SEOs
" and individually an "
SEO
").
WHEREAS, the Company has entered into an agreement with the
United States
Department of Treasury (the "
Treasury
") pursuant to which the Company will
participate in the Treasury's Capital Purchase Program (the "
CPP
"); and
WHEREAS, the Company and the SEOs desire to enter into
this Agreement
for the purpose of complying with the executive compensation
and corporate
governance provisions of Section 111(b) of the Emergency Economic
Stabilization
Act of 2008 (the "
CPP Act
");
NOW, THEREFORE, in consideration of the SEO's continued
employment with the
Company and other valuable consideration, the receipt and
sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Notwithstanding the terms of any Company severance, bonus,
employment or
other compensation related plan, arrangement, agreement, policy,
practice or
procedure (collectively the "
Compensation Arrangements
") to the contrary, the
Compensation Arrangements shall be amended, interpreted and
administered as
follows:
(a) In no event shall the incentives for the
SEOs include
anything that the Compensation Committee of the Board of
Directors of
the Company now, or at any time in the future, concludes
would provide
the SEOs with an incentive to take unnecessary and
excessive risks
that threaten the value of the Company during the
period that the
United States holds an equity or debt position in the
Company acquired
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