ex-10.htm


    


     

    Exhibit
10(d)(viii)

     

     

    AGREEMENT

     

    


    THIS AGREEMENT is made effective as of
November 17, 2008, by and between Southern Missouri Bank & Trust Co. (the
“Bank”) and Dennis C. Robison (the “Director”).

    


    WHEREAS, the Bank wishes to assure
itself of the services of the Director and to induce the Director to remain in
office until he voluntarily terminates his service on the Board or is not
reelected to the Board.

    


    NOW, THEREFORE, in consideration of the
mutual covenants herein contained, and upon the other terms and conditions
hereinafter provided, the parties hereby agree as follows:

    


    Section
1.     Definitions

    


    The
following words and phrases when used in this Agreement with an initial capital
letter, shall have the meaning set forth below unless the context clearly
indicates otherwise.  Wherever appropriate, the masculine pronoun
shall include the feminine pronoun and the singular shall include the
plural.

    


    “Beneficiary”
means the person or persons designated by the Director to receive any benefits
payable under the Agreement in the event of such Director’s
death.  Such person or persons shall be designated by the Director in
writing on forms provided for this purpose by the Committee and may be changed
from time to time by similar written notice to the Committee. In the absence of
a written designation, the Beneficiary shall be the Director’s surviving spouse,
if any, or if none, his estate.

    


    “Board”
means the Board of Directors of the Bank.

    


    “Termination
for Cause” means the Director’s termination upon intentional failure to perform
stated duties, personal dishonesty which results in loss to the Bank or one of
its affiliates, willful violation of any law, rule, regulation, (other than
traffic violations or similar offenses) or, a final cease and desist order which
results in substantial loss to the Bank or one of its affiliates.

    


    “Vested
Percentage” means the following:

    


    
      
        	
                Years
      of Service

              	 
      
	
                as a Director

              	
                Vested Percentage

              
	
                5

              	
                50%

              
	
                10

              	
                75%

              
	
                15
      or more

              	
                100%

              


      

    

    


    “Years of
Service” means the total number of years of service by the Director on the
Board, including years of service prior to the Bank’s mutual-to-stock
conversion.

    


    Section
2.     Benefits

    


    (a) Upon
the Director’s termination of service on the Board on or after the date the
Director attains age 60, the Director (or in the event of his death, his
Beneficiary) shall receive five payments, in cash, equal to the product of (i)
his Vested Percentage and (ii) the total cash fees paid to the Director for
attendance at regular meetings of the Board during the calendar year preceding
his termination of service on the Board.  Such payments shall commence
on the first anniversary and end on the fifth anniversary of the date of the
Director’s termination of service on the Board.  Notwithstanding the
foregoing, no benefits shall be payable under the Agreement to the Director in
the event of the Director’s Termination for Cause.

    


    (b)  The
benefits payable under the Agreement shall constitute an unfunded, unsecured
promise by the Bank to provide such benefits in the future, as and to the extent
such benefits become payable.  Benefits shall be paid from the general
assets of the Bank, and no person shall, by virtue of this Agreement, have any
interest in such assets (other than as an unsecured creditor of the
Bank).

    


    (c)  Except
as otherwise provided by this Agreement, it is agreed that neither the Director
nor his Beneficiaries (if any) shall have any right to commute, sell, assign,
transfer, encumber and pledge or otherwise convey the right to receive any
benefits hereunder, which benefits and the rights thereto are expressly declared
to be nonassignable and nontransferable.

     

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

     

    
 

    (d)  The
rights of the Director and of his Beneficiary (if any) under this Agreement
shall be solely those of an unsecured creditor of the Bank.

    


    


    Section
3.     Miscellaneous

    


    (a)  This
Agreement may not be modified or amended except by an instrument in writing
signed by the parties hereto.

    


    (b)  This
Agreement shall not be deemed to constitute a contract, express or implied, for
future services by the Director.

    


    (c)  No
member of the Board shall be liable for any determination made in good faith
with respect to the Agreement or the benefits payable hereunder.  If a
member of the Board is a party of is threatened to be made a party to any
threatened, pending or completed actions, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of anything done or not
done by him in such capacity under or with respect to the Agreement, the Bank
shall indemnify such member against expenses (including attorneys’ fees),
judgements, finds and amounts paid in settlement actually and reasonable
incurred by him or her in connection with such action ,suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the Bank and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.

    


    (d)  The
Agreement shall be governed and construed under the laws of the State of
Missouri.

    


    (e)  This
Agreement shall be effective as of the date first written above.

    


    IN
WITNESS WHEREOF, the Bank has caused this Agreement to be signed in its
corporate name by its duly authorized officer, impressed with its corporate
seal, and properly attested to as of the 17th day of
November, 2008.

    


    
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              SOUTHERN
      MISSOURI BANK & TRUST CO.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Attest:

            	
              /s/
      Lorna J. Brannum

            	 
      	 
      	
              By:

            	
              /s/
      Greg A. Steffens

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Witness:

            	
              /s/
      Dennis C. Robison

            	 
      	 
      	 
      	 
      
	 
      	
              Dennis
      C. Robison