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, 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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Entry into Change in Control Agreements
On March 29, 2010, OmniAmerican Bank (the "Bank"), the wholly-owned
subsidiary of OmniAmerican Bancorp, Inc. (the "Company") entered into change in
control agreements with each of Deborah B. Wilkinson, its Senior Executive Vice
President and Chief Financial Officer, Terry Almon, its Senior Executive Vice
President and Chief Operating Officer, and Anne Holland, its Senior Executive
Vice President and Chief Lending Officer. The change in control agreements each
have two-year terms and are renewable annually for an additional year, such that
the remaining term of the agreements will be two years unless the Board
determines not to renew the agreement(s) after performing a comprehensive
performance appraisal. In the event of a change in control of the Company or the
Bank, followed by the executive's termination without cause or for good reason
(as defined in the change in control agreements), the covered executive will be
entitled to a lump sum severance benefit equal to two times the sum of the
executive's base salary in effect on the date of termination and the highest
rate of bonus earned by the executive from the Bank in the calendar year of the
change in control or either of the two prior calendar years. In addition, the
executive would be entitled to continued health care coverage under either the
Bank's health care plan or under coverage purchased by the executive for her
benefit. The Bank will pay or reimburse such coverage for the lesser of: (i) the
aggregate period required by COBRA and the Texas health care continuation laws,
or (ii) two years from the date of termination of employment.
The foregoing description of the change in control agreements is qualified
in its entirety by reference to the change in control agreements that are
attached as Exhibits 10.1 through 10.3 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
(d) Exhibits:
Exhibit Number Description
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Exhibit 10.1 Two-Year Change in Control Agreement between the
Bank and Deborah B. Wilkinson
Exhibit 10.2 Two-Year Change in Control Agreement between the
Bank and Terry Almon
Exhibit 10.3 Two-Year Change in Control Agreement between the
Bank and Anne Holland
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: April 1, 2010 By: /s/ Deborah B. Wilkinson
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Deborah B. Wilkinson
Senior Executive Vice President
and Chief Financial Officer