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): February 23, 2010
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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) Entry into Employment Agreement
On February 23, 2010, OmniAmerican Bank (the "Bank"), the wholly-owned
subsidiary of OmniAmerican Bancorp, Inc. (the "Company"), and Tim Carter, the
Company and the Bank's President and Chief Executive Officer, entered into a
three-year employment agreement that is renewable annually in the discretion of
the Bank's board of directors ("Board") so that the remaining term will continue
to be three years, unless notice of non-renewal of the employment agreement is
given to Mr. Carter by the Board. The Company has executed the employment
agreement to guarantee the Bank's financial performance thereunder. Under the
employment agreement, the initial base salary for Mr. Carter is $450,000. The
base salary will be reviewed annually. In addition to the base salary, the
agreement provides for, among other things, participation in bonus programs and
other employee benefits applicable to all executive employees. In the event of
Mr. Carter's termination without cause or resignation for good reason (as
defined in the employment agreement) at any time under the employment agreement,
including such termination following a change in control, the employment
agreement provides a lump sum severance benefit for Mr. Carter equal to three
times the sum of his (i) base salary and (ii) average rate of bonus (or
following a change in control, his highest rate of bonus) paid during the three
years prior to his termination. In addition, Mr. Carter will be entitled to
continued life insurance and health insurance coverage for three years following
his termination, as provided in the employment agreement. In the event of Mr.
Carter's termination of employment for cause, no benefit will be paid or
provided to Mr. Carter under his employment agreement. The employment agreement
also contains a non-compete and non-solicitation agreement that prevents Mr.
Carter from soliciting officers or employees of the Bank or competing with the
Bank (other than following a change in control) for a two-year period following
his termination of employment.
The foregoing description of the employment agreement is qualified in its
entirety by reference to the employment agreement 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 Employment Agreement by and between the Bank
and Tim Carter
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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 25, 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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