Exhibit 10.5






Exhibit 10.5




EMPLOYEE




Stock Option




Granted by



OMNIAMERICAN BANCORP, INC.



under the



OMNIAMERICAN BANCORP, INC.

2011 EQUITY INCENTIVE PLAN



This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect
to the provisions of the 2011 Equity Incentive Plan (the “Plan”) of OmniAmerican Bancorp, Inc. (the
“Company”) which are incorporated herein by reference and made a part hereof, subject to the
provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock
option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this
Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all
decisions under and interpretations of the Plan and this Agreement by the Committee appointed to
administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the
Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.
Capitalized terms used herein but not defined will have the same meaning as in the Plan.




	1.	 	Name of Participant: ___________________________________







	2.	 	Date of Grant: June 13, 2011







	3.	 	Total number of shares of Company common stock, $0.01 par value per share, that may be acquired
pursuant to this Option:







	 	o	 	(subject to adjustment pursuant to Section 10 hereof).






As awarded, this Option consists of:




	 	o	 	Incentive Stock Options

	 
	 	o	 	Non-Qualified Stock Options







	4.	 	Exercise price per share: $ _____






(subject to adjustment pursuant to Section 10 below)




	5.	 	Expiration Date of Option: June 12, 2021, subject to earlier expiration in the event of
Termination of Service.







	6.	 	Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes
exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule
specified herein.




 


 









 






	 	 	The Options granted under this Agreement shall vest in five (5) equal annual installments,
with the first installment becoming exercisable on the first anniversary of the date of
grant,
or June 13, 2012, and succeeding installments on each anniversary thereafter, through June
13, 2016. To the extent the Options awarded to me are not equally divisible by “5,” any
excess Options shall vest on June 13, 2016.

	 
	 	 	This Option may not be exercised at any time on or after the Option’s expiration date.
Vesting will automatically accelerate pursuant to Section 2.5 of the Plan (in the event of
death or Disability or Involuntary Termination of Employment following a Change in Control).







	7.	 	Exercise Procedure.







	 	7.1	 	Delivery of Notice of Exercise of Option. This Option will be exercised in
whole or in part by the Participant’s delivery to the Company of written notice (the
“Notice of Exercise of Option” attached hereto as Exhibit A) setting forth the number
of shares with respect to which this Option is to be exercised, together with payment
by cash or other means acceptable to the Committee, including:







	 	(i)	 	by tendering shares of Common Stock valued at Fair Market Value (as
defined in Section 7.2 hereof) as of the day of exercise;







	 	(ii)	 	by irrevocably authorizing a third party, acceptable to the Committee,
to sell shares of Common Stock (or a sufficient portion of the shares) acquired
upon exercise of the Option and to remit to the Company a sufficient portion of
the sale proceeds to pay the entire exercise price and any tax withholding
resulting from such exercise;

	 
	 	(iii)	 	by a “net settlement” of the Option, using a portion of the shares
obtained on exercise in payment of the Exercise Price of the Option.

	 
	 	(iv)	 	by personal, certified or cashier’s check;

	 
	 	(v)	 	by other property deemed acceptable by the Committee; or

	 
	 	(vi)	 	by any combination thereof.







	 	7.2	 	“Fair Market Value” shall have the meaning set forth in Section 8.1(r) of the
Plan.







	8.	 	Delivery of Shares.







	 	8.1	 	Delivery of Shares. Delivery of shares of Common Stock upon the exercise of
this Option will comply with all applicable laws (including the requirements of the
Securities Act) and the applicable requirements of any securities exchange or similar
entity.




 


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	9.	 	Change in Control.







	 	9.1	 	In the event of the Participant’s Involuntary Termination of Employment
following a Change in Control, all Options held by the Participant, whether or not
exercisable at such time, will become fully exercisable, subject to the expiration
provisions otherwise applicable to the Option.







	 	9.2	 	A “Change in Control” will be deemed to have occurred as provided in Section
4.2 of the Plan.







	10.	 	Adjustment Provisions.

	 
	 	 	This Option, including the number of shares subject to the Option and the exercise
price, will be adjusted upon the occurrence of the events specified in, and in
accordance with the provisions of Section 3.4 of the Plan.







	11.	 	Termination of Option and Accelerated Vesting.

	 
	 	 	This Option will terminate upon the expiration date, except as set forth in the following
provisions:







	 	(i)	 	Death. This Option will become exercisable as to all shares
subject to an outstanding Award, whether or not then exercisable, in the event
of the Participant’s Termination of Service by reason of the Participant’s
death. This Option may thereafter be exercised by the Participant’s legal
representative or beneficiaries for a period of one year from the date of death,
subject to termination on the expiration date of this Option, if earlier.

	 
	 	(ii)	 	Disability. This Option will become exercisable as to all shares
subject to an outstanding Award, whether or not then exercisable, in the event
of the Participant’s Termination of Service by reason of the Participant’s
Disability. This Option may thereafter be exercised for a period of one year
from the date of such Termination of Service by reason of Disability, subject to
termination on the Option’s expiration date, if earlier.

	 
	 	(iii)	 	Retirement. If the Participant’s Service terminates due to
Retirement (as defined in Section 8.1(aa) of the Plan, this Option may
thereafter be exercised, to the extent it was exercisable at the time of such
termination, for a period of one year following termination.

	 
	 	(iv)	 	Termination for Cause. If the Participant’s Service has been
terminated for Cause, all Options that have not been exercised will expire and
be forfeited.

	 
	 	(v)	 	Other Termination. If the Participant’s Service terminates for
any reason other than due to death, Disability, Retirement, Involuntary
Termination following a Change in Control or for Cause, this Option may
thereafter be exercised, to the extent it was exercisable at the time of such
termination, for a period of three months following termination, subject to
termination on the Option’s expiration date, if earlier.




 


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	 	(vi)	 	Incentive Option Treatment. The Incentive Stock Options granted
hereunder are subject to the requirements of Section 421 of the Internal Revenue
Code No Option will be eligible for treatment as an ISO in the event such Option
is exercised more than three months following Termination of Service (except in
the case of Termination of Service due to death or Disability). In order to
obtain ISO treatment for Options exercised by heirs or devisees of the
Participant, the Participant’s death must have occurred while the Participant
was employed or within three months of Termination of Service.







	12.	 	Miscellaneous.







	 	12.1	 	No Option will confer upon the Participant any rights as a stockholder of the
Company prior to the date on which the individual fulfills all conditions for receipt
of such rights.

	 
	 	12.2	 	This Agreement may not be amended or otherwise modified unless evidenced in
writing and signed by the Company and the Participant.

	 
	 	12.3	 	Except as otherwise provided by the Committee, ISOs under the Plan are not
transferable except (1) as designated by the Participant by will or by the laws of
descent and distribution, (2) to a trust established by the Participant, or (3) between
spouses incident to a divorce or pursuant to a domestic relations order, provided,
however, that in the case of a transfer described under (3), the Option will not
qualify as an ISO as of the day of such transfer.

	 
	 	12.4	 	This Option will be governed by and construed in accordance with the laws of
the State of Texas.

	 
	 	12.5	 	The granting of this Option does not confer upon the Participant any right to
be retained in the employ of the Company or any subsidiary.

	 
	 	12.6	 	An Option that is exercised as an Incentive Stock Option is not subject to
ordinary income taxes so long as it is held for the requisite holding period. A
Non-Qualified Stock Option will be subject to income tax withholding at the time of
exercise. Upon the exercise of a Non-Statutory Stock Option, the Participant shall
have the right to direct the Company to satisfy the minimum required federal, state and
local tax withholding by reducing the number of shares of Stock subject to the
Non-Qualified Stock Option (without issuance of such shares of Stock to the Stock
Option holder) by a number equal to the quotient of (a) the total minimum amount of
required tax withholding divided by (b) the excess of the Fair Market Value of a share
of Stock on the exercise date over the Exercise Price per share of Stock.

	 
	 	12.7	 	The Committee will have the authority and discretion to interpret the Plan, to
establish, amend and rescind any rules and regulations relating to the Plan, and to
make all other determinations that may be necessary or advisable for the administration
of the Plan. Any interpretation of the Plan by the Committee and any decision made by
it under the Plan is final and binding on all persons.




 


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IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on
its behalf as of the date of grant of this Option set forth above.



	 	 	 	 	 
	 	OMNIAMERICAN BANCORP, INC.

 	 
	 	By:  	 	 
	 	 	Its: 	 	 



PARTICIPANT’S ACCEPTANCE





The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions
hereof, including the terms and provisions of the 2011 Equity Incentive Plan. The undersigned
hereby acknowledges receipt of a copy of the Company’s 2011 Equity Incentive Plan.



PARTICIPANT




_____________________________



 


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EXHIBIT A




NOTICE OF EXERCISE OF OPTION

(BY EMPLOYEE)



I hereby exercise the stock option (the “Option”) granted to me by OmniAmerican Bancorp, Inc.
(the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Stock
Option Agreement (the “Agreement”) and the OmniAmerican Bancorp, Inc. 2011 Equity Incentive Plan
(the “Plan”) referred to therein, and notify you of my desire to purchase _____ shares
of common stock of the Company (“Common Stock”) for a purchase price of $  per share.



I wish to pay the purchase price by (check one):



[Any payment to be delivered must accompany this Notice of Exercise]




	 	o	 	Cash or personal, certified or cashier’s check in the sum of $_____, in
full/partial payment of the purchase price.

	 
	 	o	 	Stock of the Company with a fair market value of $_____ in full/partial
payment of the purchase price.*

	 
	 	o	 	A “net settlement” of the Option whereby I direct the Company to withhold a
sufficient number of shares to satisfy the purchase price.

	 
	 	o	 	A check (personal, certified or cashier’s) in the sum of $_____ and
stock of the Company with a fair market value of $_____, in full payment of the
purchase price.*

	 
	 	o	 	Please sell _____ shares from my Option shares through my broker in
full/partial payment of the purchase price. If my broker requires additional forms in
order to consummate this “broker cashless exercise,” I have included them with this
election.






I understand that after this exercise, _____ shares of Common Stock remain subject to
the Option, subject to all terms and provisions set forth in the Agreement and the Plan.



I hereby represent that it is my intention to acquire these shares for the following purpose:




	 	o	 	investment

	 
	 	o	 	resale or distribution






Please note: if your intention is to resell (or distribute within the meaning of Section 2(11)
of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or
transfer agent may require an opinion of counsel that such resale or distribution would not violate
the Securities Act of 1933 prior to your exercise of such Option.



Date: ___________, _____.                     
                           _________________________________



        Participant’s signature



* If I elect to exercise by exchanging shares I already own, I will
constructively return shares that I already own to purchase the new option shares. If my
shares are in certificate form, I must attach a separate statement indicating the certificate
number of the shares I am treating as having exchanged. If the shares are held in “street name” by
a registered broker, I must provide the Company with a notarized statement attesting to the number
of shares owned that will be treated as having been exchanged. I will keep the shares that I
already own and treat them as if they are shares acquired by the option exercise. In addition, I
will receive additional shares equal to the difference between the shares I constructively exchange
and the total new option shares that I acquire.


 


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EXHIBIT B




ACKNOWLEDGMENT OF RECEIPT OF SHARES



I hereby acknowledge the delivery to me by OmniAmerican Bancorp, Inc. (the “Company”) or its
affiliate on _____, of stock certificates for _____ shares
of common stock of the Company purchased by me pursuant to the terms and conditions of the Stock
Option Agreement and the OmniAmerican Bancorp, Inc. 2011 Equity Incentive Plan, as applicable,
which shares were transferred to me on the Company’s stock record books on _____.



Date: ____________________                    
                     ______________________________________________




Participant’s signature




 


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