**EXHIBIT 10.11**

 

**FORMOF DEFERRED COMPENSATION AGREEMENT**

 

THIS AGREEMENTmade and entered into this      day of           ,     , by and between LANDMARK FEDERAL SAVINGS BANK,hereinafter referred to as “Corporation,” and          ,a member of the board of directors of the Corporation, hereinafter referred toas “Member.”

 

The Member isserving as a member of the board of directors of the Corporation. It is theconsensus of the board of directors that the Member’s services have been ofexceptional merit, in excess of the compensation paid to the Member as a memberof the board of directors.

 

It is the mutualdesire of the Corporation and the Member that the Member remain as a member ofthe board of directors of the Corporation and, to assist the Member in establishinga program to provide supplemental retirement benefits and pre-retirement deathbenefits, they mutually establish this deferred compensation plan. Accordingly,it is the desire of the Corporation and the Member to enter into this Agreementunder which the Corporation will agree to make certain payments to the Memberupon his retirement and, alternately, to his beneficiaries in the event of hispremature death while serving as a member of the board of directors of theCorporation.

 

It is the intentof the parties hereto that this Agreement be considered an unfunded arrangementmaintained primarily to provide supplemental retirement benefits for the Memberfor purposes of the Employee Retirement Security Act of 1974 (ERISA) and fortax purposes. The Member is fully advised of the Corporation’s financial statusand has had substantial input in the design and operation of this benefit plan.The Member understands that this agreement is a mere unsecured promise by theCorporation to make payments in the future.

 

Therefore, inconsideration of the Member’s services performed in the past and those to beperformed in the future and based upon the mutual promises and covenants hereincontained, the Corporation and the Member agree as follows:

 

# ARTICLE IDefinitions

#  

## Section 1.01           EffectiveDate. The Effective date of this Agreement shall be the later of the dateshown above or the date of the approval of this Agreement by the board ofdirectors of the Corporation.

##  

## Section 1.02           NormalRetirement Date. The Normal Retirement Date shall mean the first day of thecalendar month following the month in which the Member’s current term of officeexpires as a member of the board directors of the Corporation following his 65thbirthday.

##  

## Section 1.03           Terminationof Service. Termination of Service shall mean severance of the Member’smembership on the board of directors of the Corporation for any cause, otherthan death.

 

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ARTICLE IIEmployment and Prior Agreements

#  

## Section 2.01           NoAgreement Created. No provision in this Agreement shall be deemed to createany right of the Member to be a member of the board of directors of theCorporation.

##  

## Section 2.02           Terminationof Prior Agreements. Upon the Effective Date, this Agreement shall replaceand terminate all prior deferred compensation agreements that exist between theMember and the Corporation.

##  

# ARTICLE IIIBenefits

#  

The following benefitsprovided by the Corporation to the Member shall be available under thisAgreement:

 

## Section 3.01           RetirementBenefits. If the Member shall remain as a member of the board of directorsof the Corporation until the Normal Retirement Date, defined in Article I,Section 1.02 above, then, in such event, he shall be entitled to receivemonthly from the Corporation an amount on the first day of the month followingsuch Normal Retirement Date and continuing for a period of approximately onehundred twenty (120) months.

##  

The amount to be paidover said one hundred twenty (120) months shall vary from time to time toreflect earnings and losses as hereinafter set forth in Section 3.04 of thisArticle. It is the intent hereof that the Member’s Deferred CompensationAccount, as increased or decreased as set out in Section 3.04, shall be fullypaid to the Member over approximately one hundred twenty (120) months and thecomputation of said payment shall be in the sole and absolute discretion of theCorporation. Any amount remaining in the Member’s Deferred Compensation Accountat the end of the one hundred twenty (120) months shall be paid to the Memberin a lump sum.

 

In the event the Membershall die following the Normal Retirement Date and prior to the expiration ofthe one hundred twenty (120) months, the unpaid balance of such monthlypayments shall be paid monthly for the remainder of said period to thebeneficiary designated by the Member in the beneficiary designation formprovided by the Corporation. In the absence of or failure of the Member todesignate a beneficiary, the unpaid balance of the Deferred CompensationAccount shall be paid in a lump sum to the personal representative of theMember’s estate.

 

## Section 3.02           Terminationof Service or Voluntary Resignation. Should the Member terminate hisservices as a member of the board of directors of the Corporation other than byNormal Retirement or death, he shall receive from the Corporation the balanceof his Deferred Compensation Account at the time of termination.

##  

## Section 3.03           DeathBenefit Prior to Retirement. Should the Member die prior to the NormalRetirement Date, (exclusive of termination as defined elsewhere herein), theCorporation agrees to pay to the Member’s designated beneficiary, on the firstday of the month following the Member’s death, and for a continuous period ofone hundred twenty (120) months, a monthly amount commuted in the same methodas in Section 3.01 of this Article.

 

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If the designatedbeneficiary should die prior to the expiration of the one hundred twenty (120)months, the remaining Deferred Compensation Account shall be paid in a lump sumto the personal representative of the designated beneficiary.

 

The Member shall declarehis designated beneficiary in writing in a form as shown on Exhibit A providedby the Corporation. In the absence of or a failure to designate a beneficiaryor in the event the designated beneficiary shall have predeceased the Member,the unpaid balance of the Deferred Compensation Account shall be paid in a lumpsum to the personal representative of the Member’s estate.

 

## Section 3.04           DeferredCompensation Account. The Member’s Deferred Compensation Account as of thedate of this agreement is $           .The Member’s Deferred Compensation Account shall be increased by any amountadded to the account by the board of directors of the Corporation from time totime and decreased by any payments. The Member’s Deferred Compensation Accountshall be increased or decreased by an earnings factor. The earnings factor willequal an amount the Member’s Deferred Compensation Account would have earned(lost) had it been invested in the investment funds set forth by Exhibit B. TheMember shall select the investment funds used to determine the earnings factorin one (1) percent increments. The investment funds selected shall be publiclytraded mutual funds and shall be subject to the prior approval of theCorporation in its sole discretion.

##  

Notwithstanding anythingto the contrary, neither the Corporation nor the Member is obligated to acquireany interest in any fund or investment option and any asset that may be acquiredin order to provide a means for payment of any liability shall remain theproperty of the Corporation.

 

# ARTICLE IVRestrictions Upon Funding

#  

The Corporationshall have no obligation to set aside, earmark, or entrust any fund or moneywith which to pay its obligations under this Agreement. The Member, his beneficiary, or any successor ininterest to him, shall be and remain simply a general unsecured creditor of theCorporation in the same manner as any other creditor having a general claim formatured and unpaid compensation.

 

The Corporationreserves the absolute right, at its sole discretion, to either refund theobligations undertaken by this Agreement or refrain from funding the same andto determine the extent, nature, and method of such funding. Should theCorporation elect to fund this Agreement, in whole or in part, through thepurchase of life insurance, mutual funds, disability policies or annuities, theCorporation reserves the absolute right, in its sole discretion, to terminatesuch funding at any time, in whole or in part. At no time shall the Member bedeemed to have any lien or right, title, or interest in or to any specificfunding investment or to any assets of the Corporation.

 

If the Corporation electsto invest in a life insurance, disability, or annuity policy upon the life ofthe Member, then the Member shall assist the Corporation by freely submittingto a

 

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physical exam andsupplying such additional information necessary to obtain such insurance orannuity.

 

# ARTICLE VMiscellaneous

#  

## Section 5.01           Alienabilityand Assignment Prohibition. Neither the Member, his widow, nor any otherbeneficiary under this Agreement, shall have any power or right to transfer,assign, anticipate, hypothecate, mortgage, commute, modify, or otherwiseencumber, in advance, any of the benefits payable hereunder, nor shall any ofsaid benefits be subject to seizure by attachment, garnishment or otherwise forthe payment of any debts, judgments, alimony or separate maintenance owed bythe Member or his beneficiary, nor be transferable by operation of law in theevent of bankruptcy, insolvency or otherwise. In the event the Member or anybeneficiary attempts assignment, commutation, hypothecation, transfer ordisposal of the benefits hereunder, the Corporation’s liabilities shallforthwith cease and terminate.

##  

## Section 5.02           BindingObligation of Corporation and Any Successor in Interest. The Corporationexpressly agrees that it shall not merge or consolidate into or with anothercorporation or sell substantially all of its assets to another corporation,firm, or person until such corporation, firm or person expressly agrees, inwriting, to assume and discharge the duties and obligations of the Corporationunder this Agreement. This Agreement shall be binding upon the parties hereto,their successors, beneficiaries, heirs, and personal representatives.

##  

## Section 5.03           Revocation.It is agreed by and between the parties hereto that, during the lifetime of theMember, this Agreement may be amended or revoked at any time or times, in wholeor in part, by the mutual written assent of the Member and the Corporation.

##  

## Section 5.04           Gender.Whenever, in this Agreement, words are used in the masculine or neuter gender,they shall be read and construed as in the masculine, feminine, or neutergender whenever they should so apply.

##  

## Section 5.05           Effecton Other CorporationBenefit Plans.Nothing contained in this Agreement shall affect the right of the Member toparticipate in or be covered by any qualified or non-qualified pension, profitsharing, group, bonus, or other supplemental compensation or fringe benefitplan constituting a part of the Corporation’s existing or future compensationstructure.

##  

## Section 5.06           Headings.Heading and subheadings in this Agreement are inserted for reference andconvenience only and shall not be deemed a part of this Agreement.

##  

## Section 5.07           ApplicableLaw. The validity and interpretation of this Agreement shall be governed bythe laws of the state of Kansas.

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# ARTICLE VIERISA Provisions

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## Section 6.01           NamedFiduciary and Plan Administrator. The “Named Fiduciary and PlanAdministrator” of this plan shall be James Strovas until his resignation orremoval by the board

 

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## of directors. As Named Fiduciary and PlanAdministrator, James Strovas shall be responsible for the management, control,and administration of the deferred compensation agreement as establishedherein. He may delegate to others certain aspects of the management andoperation responsibilities of the plan including the employment of advisors andthe delegation of ministerial duties to qualified individuals.

##  

## Section 6.02           ClaimsProcedure and Arbitration. In the event that a dispute arises over benefitsunder this Plan Agreement and benefits are not paid to the Member (or to hisbeneficiary, in the case of the Member’s death) and such claimants feel theyare entitled to receive such benefits, then a written claim must be made to theNamed Fiduciary and Plan Administrator named above within sixty (60) days fromthe date payments are refused. The Plan Fiduciary and Administrator and theCorporation shall review the written claim and, if the claim is denied in wholeor in part, they shall provide, in writing and within ninety (90) days ofreceipt of such claim, their specific reasons for such denial and reference tothe provisions of this Agreement upon which the denial is based and anyadditional material or information necessary to perfect the claim. Such writtennotice shall further indicate the steps to be taken by claimant if a furtherreview of the claim denial is desired. A claim shall be deemed denied if thePlan Fiduciary and Administrator fails to take any action within the aforesaid 90-dayperiod.

##  

If claimants desire asecond review, they shall notify the Plan Fiduciary and Administrator inwriting within sixty (60) days of the first claim denial. Claimants may reviewthe Plan Agreement or any documents relating thereto and submit any writtenissues and comments they may feel appropriate. In its sole discretion, the PlanFiduciary and Administrator shall then review the second claim and provide awritten decision within sixty (60) days of receipt of such claim. This decisionshall likewise state the specific reasons for the decision and shall includereference to specific provisions of the Plan Agreement upon which the decisionis based.

 

If claimantscontinue to dispute the benefit denial based upon completed performance of theAgreement or the meaning and effect of the terms and conditions thereof, thenclaimants may submit the dispute to a board of arbitration for finalarbitration. Said board shall consist of one member selected by the claimant,one member selected by the Corporation, and the third member selected by thefirst two members. The board shall operate under any generally recognized setof arbitration rules. The parties hereto agree that they and their heirs,personal representatives, successors, and assigns, shall be bound by thedecision of such board with respect to any controversy properly submitted to itfor determination.

 

IN WITNESSWHEREOF, the parties acknowledge that each has carefully read this Agreementand executed the original thereof on the day and year first above written andthat, upon execution, each has received a conforming copy.

 

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|   | **LANDMARK  FEDERAL SAVINGS BANK** |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                |   |   |
|   |                               |
|   | Title:                             |   |   |
|   |                               |
|   |                               | “Corporation” |   |
|   |                               |   |   |
|   |                               |   |   |
|   |                               |   |
|   |                               |   |
|   | “Member”                 |   |
|        |                                    |  |  |  |

 

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**FORMOF DEFERRED COMPENSATION AGREEMENT**

 

THIS AGREEMENTmade and entered into this      day of           ,      , by and between LANDMARK FEDERAL SAVINGSBANK, hereinafter referred to as “Corporation,” and             ,a member of the board of directors of the Corporation, hereinafter referred toas “Member.”

 

The Member isserving as a member of the board of directors of the Corporation. It is theconsensus of the board of directors that the Member’s services have been ofexceptional merit, in excess of the compensation paid to the Member as a memberof the board of directors.

 

It is the mutualdesire of the Corporation and the Member that the Member remain as a member ofthe board of directors of the Corporation and, to assist the Member inestablishing a program to provide supplemental retirement benefits andpre-retirement death benefits, they mutually establish this deferredcompensation plan. Accordingly, it is the desire of the Corporation and theMember to enter into this Agreement under which the Corporation will agree tomake certain payments to the Member upon his retirement and, alternately, tohis beneficiaries in the event of his premature death while serving as a memberof the board of directors of the Corporation.

 

It is the intentof the parties hereto that this Agreement be considered an unfunded arrangementmaintained primarily to provide supplemental retirement benefits for the Memberfor purposes of the Employee Retirement Security Act of 1974 (ERISA) and fortax purposes. The Member is fully advised of the Corporation’s financial statusand has had substantial input in the design and operation of this benefit plan.The Member understands that this agreement is a mere unsecured promise by theCorporation to make payments in the future.

 

Therefore, inconsideration of the Member’s services performed in the past and those to beperformed in the future and based upon the mutual promises and covenants hereincontained, the Corporation and the Member agree as follows:

 

# ARTICLE VIIDefinitions

#  

## Section 7.01           EffectiveDate. The Effective date of this Agreement shall be the later of the dateshown above or the date of the approval of this Agreement by the board ofdirectors of the Corporation.

##  

## Section 7.02           NormalRetirement Date. The Normal Retirement Date shall mean the first day of thecalendar month following the month in which the Member’s current term of officeexpires as a member of the board directors of the Corporation following his 65thbirthday.

##  

## Section 7.03           Terminationof Service. Termination of Service shall mean severance of the Member’smembership on the board of directors of the Corporation for any cause, otherthan death.

 

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# ARTICLE VIIIEmployment and Prior Agreements

#  

## Section 8.01           NoAgreement Created. No provision in this Agreement shall be deemed to createany right of the Member to be a member of the board of directors of theCorporation.

##  

## Section 8.02           Terminationof Prior Agreements. Upon the Effective Date, this Agreement shall replaceand terminate all prior deferred compensation agreements that exist between theMember and the Corporation.

##  

# ARTICLE IXBenefits

#  

The following benefitsprovided by the Corporation to the Member shall be available under thisAgreement:

 

## Section 9.01           RetirementBenefits. If the Member shall remain as a member of the board of directorsof the Corporation until the Normal Retirement Date, defined in Article I,Section 1.02 above, then, in such event, he shall be entitled to receivemonthly from the Corporation the sum of $           commencing on the first day of the month following such Normal Retirement Dateand continuing for a period of one hundred twenty (120) months.

##  

In the event the Membershall die following the Normal Retirement Date and prior to the expiration ofthe one hundred twenty (120) months, the unpaid balance of such monthlypayments shall be paid monthly for the remainder of said period to thebeneficiary designated by the Member in the beneficiary designation formprovided by the Corporation. In the absence of or failure of the Member todesignate a beneficiary, the unpaid balance shall be commuted at six (6)percent and paid in a lump sum to the personal representatives of the Member’sestate.

 

## Section 9.02           Terminationof Service or Voluntary Resignation. Should the Member terminate hisservices as a member of the board of directors of the Corporation other than byNormal Retirement or death, he shall receive from the Corporation the lump sumof $          .

##  

## Section 9.03           DeathBenefit Prior to Retirement. Should the Member die prior to the NormalRetirement Date, (exclusive of termination as defined elsewhere herein), theCorporation agrees to pay to the Member’s designated beneficiary, on the firstday of the month following the Member’s death, the sum of $        for a continuous period of one hundred twenty (120) months.

##  

If the designatedbeneficiary should die prior to the expiration of the one hundred twenty (120)months, the remaining unpaid installments shall be commuted at six (6) percentand paid in a lump sum to the personal representative of the designatedbeneficiary.

 

The Member shall declarehis designated beneficiary in writing in a form as shown on Exhibit Aprovided by the Corporation. In the absence of or a failure to designate abeneficiary or in the event the designated beneficiary shall have predeceasedthe Member, the unpaid

 

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balance shall be commutedat six (6) percent and paid in a lump sum to the personal representative of theMember’s estate.

 

# ARTICLE XRestrictions Upon Funding

#  

The Corporationshall have no obligation to set aside, earmark, or entrust any fund or moneywith which to pay its obligations under this Agreement. The Member, his beneficiary, or any successor ininterest to him, shall be and remain simply a general unsecured creditor of theCorporation in the same manner as any other creditor having a general claim formatured and unpaid compensation.

 

The Corporation reservesthe absolute right, at its sole discretion, to either refund the obligationsundertaken by this Agreement or refrain from funding the same and to determinethe extent, nature, and method of such funding. Should the Corporation elect tofund this Agreement, in whole or in part, through the purchase of lifeinsurance, mutual funds, disability policies or annuities, the Corporationreserves the absolute right, in its sole discretion, to terminate such fundingat any time, in whole or in part. At no time shall the Member be deemed to haveany lien or right, title, or interest in or to any specific funding investmentor to any assets of the Corporation.

 

If the Corporation electsto invest in a life insurance, disability, or annuity policy upon the life ofthe Member, then the Member shall assist the Corporation by freely submittingto a physical exam and supplying such additional information necessary toobtain such insurance or annuity.

 

# ARTICLE XIMiscellaneous

#  

## Section 11.01         Alienabilityand Assignment Prohibition. Neither the Member, his widow, nor any otherbeneficiary under this Agreement, shall have any power or right to transfer,assign, anticipate, hypothecate, mortgage, commute, modify, or otherwiseencumber, in advance, any of the benefits payable hereunder, nor shall any ofsaid benefits be subject to seizure by attachment, garnishment or otherwise forthe payment of any debts, judgments, alimony or separate maintenance owed bythe Member or his beneficiary, nor be transferable by operation of law in theevent of bankruptcy, insolvency or otherwise. In the event the Member or anybeneficiary attempts assignment, commutation, hypothecation, transfer ordisposal of the benefits hereunder, the Corporation’s liabilities shallforthwith cease and terminate.

##  

## Section 11.02         BindingObligation of Corporation and Any Successor in Interest. The Corporationexpressly agrees that it shall not merge or consolidate into or with anothercorporation or sell substantially all of its assets to another corporation,firm, or person until such corporation, firm or person expressly agrees, inwriting, to assume and discharge the duties and obligations of the Corporationunder this Agreement. This Agreement shall be binding upon the parties hereto,their successors, beneficiaries, heirs, and personal representatives.

 

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## Section 11.03         Revocation.It is agreed by and between the parties hereto that, during the lifetime of theMember, this Agreement may be amended or revoked at any time or times, in wholeor in part, by the mutual written assent of the Member and the Corporation.

##  

## Section 11.04         Gender.Whenever, in this Agreement, words are used in the masculine or neuter gender,they shall be read and construed as in the masculine, feminine, or neutergender whenever they should so apply.

##  

## Section 11.05         Effecton Other CorporationBenefit Plans.Nothing contained in this Agreement shall affect the right of the Member toparticipate in or be covered by any qualified or non-qualified pension, profitsharing, group, bonus, or other supplemental compensation or fringe benefitplan constituting a part of the Corporation’s existing or future compensationstructure.

##  

## Section 11.06         Headings.Heading and subheadings in this Agreement are inserted for reference andconvenience only and shall not be deemed a part of this Agreement.

##  

## Section 11.07         ApplicableLaw. The validity and interpretation of this Agreement shall be governed bythe laws of the state of Kansas.

##  

# ARTICLE XIIERISA Provisions

#  

## Section 12.01         NamedFiduciary and Plan Administrator. The “Named Fiduciary and PlanAdministrator” of this plan shall be James Strovas until his resignation orremoval by the board of directors. As Named Fiduciary and Plan Administrator,James Strovas shall be responsible for the management, control, andadministration of the deferred compensation agreement as established herein. Hemay delegate to others certain aspects of the management and operationresponsibilities of the plan including the employment of advisors and thedelegation of ministerial duties to qualified individuals.

##  

## Section 12.02         ClaimsProcedure and Arbitration. In the event that a dispute arises over benefitsunder this Plan Agreement and benefits are not paid to the Member (or to hisbeneficiary, in the case of the Member’s death) and such claimants feel theyare entitled to receive such benefits, then a written claim must be made to theNamed Fiduciary and Plan Administrator named above within sixty (60) days fromthe date payments are refused. The Plan Fiduciary and Administrator and theCorporation shall review the written claim and, if the claim is denied in wholeor in part, they shall provide, in writing and within ninety (90) days ofreceipt of such claim, their specific reasons for such denial and reference tothe provisions of this Agreement upon which the denial is based and anyadditional material or information necessary to perfect the claim. Such writtennotice shall further indicate the steps to be taken by claimant if a furtherreview of the claim denial is desired. A claim shall be deemed denied if thePlan Fiduciary and Administrator fails to take any action within the aforesaid90-day period.

##  

If claimants desire asecond review, they shall notify the Plan Fiduciary and Administrator inwriting within sixty (60) days of the first claim denial. Claimants may reviewthe Plan Agreement or any documents relating thereto and submit any writtenissues and comments they may feel appropriate. In its sole discretion, the PlanFiduciary and Administrator

 

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shall then reviewthe second claim and provide a written decision within sixty (60) days ofreceipt of such claim. This decision shall likewise state the specific reasonsfor the decision and shall include reference to specific provisions of the PlanAgreement upon which the decision is based.

 

If claimantscontinue to dispute the benefit denial based upon completed performance of theAgreement or the meaning and effect of the terms and conditions thereof, thenclaimants may submit the dispute to a board of arbitration for finalarbitration. Said board shall consist of one member selected by the claimant,one member selected by the Corporation, and the third member selected by thefirst two members. The board shall operate under any generally recognized setof arbitration rules. The parties hereto agree that they and their heirs,personal representatives, successors, and assigns, shall be bound by thedecision of such board with respect to any controversy properly submitted to itfor determination.

 

IN WITNESSWHEREOF, the parties acknowledge that each has carefully read this Agreementand executed the original thereof on the day and year first above written andthat, upon execution, each has received a conforming copy.

 

 
|   | **LANDMARK  FEDERAL SAVINGS BANK** |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                |   |   |
|   |                               |
|   | Title:                             |   |   |
|   |                               |
|   | “Corporation”            |   |
|   |                               |
|   |                               |   |
|   | “Member”                 |   |
|        |                                    |  |  |  |

 

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