exh101.htm


     

    
      

      

    

    Exhibit 10.1

     

     

    
       

      [Guaranty
Savings Bank Letterhead]

       

      November
20, 2008

       

      Stephen
E. Wessel

      CEO &
President

      Guaranty
Savings Bank

      3798
Veterans Boulevard

      Metairie,
Louisiana  70002

       

      Re:           Change
in Control Agreement

       

      Dear Mr.
Wessel:

       

      In
furtherance of the provisions and terms of your initial letter of engagement as
Chief Executive Officer and President of Guaranty Savings Bank (the “Bank”),
dated November 28, 2005 as amended February 26, 2008, and your subsequent
acceptance thereof, and more specifically the provisions regarding a Change in
Control, the Board of Directors has decided and does hereby agree to the
following:

       

      If a
Change in Control (as defined below) occurs on or before December 31, 2009, and
your employment is terminated in connection with or following such Change in
Control on or before December 31, 2009 for any reason other than Cause (as
defined below), then you shall be entitled to receive the
following:

       

      
        	
                 
      

              	
                a.

              	
                Within
      ten (10) business days following your date of termination, your accrued
      Base Salary through the date of termination of your employment;
      plus

              


      

      
        	
                 
      

              	
                b.

              	
                Within
      ten (10) business days following your date of termination, a lump sum
      payment equal to one year’s Base Salary;
and

              


      

      
        	
                 
      

              	
                c.

              	
                Any
      other vested benefits to which you may be entitled upon your termination
      of employment with the Bank and GS Financial Corp. (the “Corporation”), in
      accordance with the terms of the plans and programs of the Corporation and
      the Bank.

              


      

       

      For
purposes of this letter agreement, a “Change in Control” shall mean a change in
ownership of the Corporation or the Bank, a change in the effective control of
the Corporation or the Bank, or a change in the ownership of a substantial
portion of the assets of the Corporation or the Bank, in each case as provided
under Section 409A of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.  In addition, “Cause” shall mean termination
because of personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease and desist order or material
breach of any provision of this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
foregoing supersedes any and all prior verbal and/or written statements or
communications concerning a Change in Control.

       

       

      
/s/Albert J. Zahn               

      Albert
J. Zahn, Chairman

       

       

      I hereby
acknowledge and accept the terms and provisions as set forth above on this 20th
day of November 2008.

       

       

      
/s/Stephen E. Wessel             

      Stephen
E. Wessel