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): January 26, 2010
OMNIAMERICAN BANCORP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Maryland 001-34605 27-0983595
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
1320 South University Drive, Suite 900, Fort Worth, Texas 76107
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (817) 367-4640
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Not Applicable
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(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. below):
[ ] 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))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Incentive Award Plan. On January 26, 2010, OmniAmerican Bancorp, Inc. (the
"Company") adopted the OmniAmerican Bank Incentive Award Plan for Senior
Executives (the "Plan"). The purpose of the Plan is to advance the interest of
OmniAmerican Bank (the "Bank"), the wholly-owned subsidiary of the Company, and
the Company's shareholders by rewarding certain officers for the accomplishment
of certain corporate and individual performance goals. In addition, in order for
any bonuses to be paid under the Plan, the Company must achieve a minimum
financial goal for the year (the "Financial Trigger").
Eligibility to participate in the Plan will be limited to executive vice
presidents and above who are designated as eligible by either: (i) the
compensation committee of the Company (the "Committee") or (ii) the President
and Chief Executive Officer, subject to approval by the Committee. For each Plan
year, the Committee, with input from the President and Chief Executive Officer,
will establish the corporate and individual performance goals, whereby cash
bonuses will be paid based on the satisfaction of such goals, provided that the
Company meets the Financial Trigger.
Assuming achievement of the Financial Trigger, a participant's annual bonus
payment will be determined based on the level of satisfaction of each of the
corporate and individual goals. The maximum annual bonus that a participant can
receive under the Plan is based on the level of the participant's executive
position with the Bank. The President and Chief Executive Officer is eligible to
receive a maximum annual bonus payment equal to 45% of his base salary. Other
participants will be eligible to receive a maximum annual bonus payment equal to
37.5% (for Senior Executive Vice Presidents) or 30% (for Executive Vice
Presidents) of their base salary, respectively.
All annual bonus payments will be paid by no later than March 15th of the year
immediately following the Plan year in which the bonus payments were earned.
However, the Bank may recover or clawback bonus payments paid to the
participants if the payments were based on performances that were subsequently
subject to a financial statement restatement or where the performance goals were
later determined to have not been achieved, or enhanced due to a manipulation of
performance results.
The foregoing description of the Plan is qualified in its entirety by reference
to the Plan that is attached hereto as Exhibit 10.1 of this Current Report on
Form 8-K, and is incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Shell company transactions: None
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(d) Exhibits:
Exhibit Number Description
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Exhibit 10.1 OmniAmerican Bank Incentive Award Plan for
Senior Executives.
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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.
OmniAmerican Bancorp, Inc.
DATE: February 1, 2010 By: /s/ Deborah B. Wilkinson
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Deborah B. Wilkinson
Senior Executive Vice President
and Chief Financial Officer
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