EX-10.1 EMPLOYMENT AGREEMENT/TIM CARTER







Exhibit 10.1




EXECUTIVE EMPLOYMENT AGREEMENT




          This EXECUTIVE EMPLOYENT AGREEMENT (the “Agreement”) is entered into as of the 30th
day May, 2007 (the “Effective Date”) by and between OMNIAMERICAN BANK (the “Bank”), a federally
chartered savings bank, and Tim Carter (the “Executive’’).




WITNESSETH:




          WHEREAS, the Bank desires to engage the services of the Executive on the terms and conditions
set forth herein and, for the purpose of effecting the same, the Board of Directors of the Bank
(the “Board”) has approved this Agreement and authorized its execution and delivery on the Bank’s
behalf to the Executive;




          WHEREAS, the Executive will be the duly elected President and Chief Executive Officer of the
Bank and as such will be a key executive officer of the Bank whose dedication, availability, advice
and counsel to the Bank is deemed important to the Bank and the Board;




          WHEREAS, the services of the Executive, his experience, knowledge, reputation and contacts
within the banking industry are valuable to the Bank;




          WHEREAS, the Bank wishes to attract and retain such well-qualified executives, and it is in
the best interests of the Bank and of the Executive to secure the services of the Executive; and




          WHEREAS, the Bank considers the establishment and maintenance of a sound management team to be
part of its overall corporate strategy and to be essential to protecting and enhancing the best
interests of the Bank; and




          WHEREAS, the Bank: is regulated by the Office of Thrift Supervision (the “OTS”).




          NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy whereof each
party hereby acknowledges, the Bank and the Executive hereby agree as follows:




          1.     EMPLOYMENT: The Bank shall, and does hereby, employ the Executive, and the
Executive shall, and does hereby, accept such employment, for the period commencing upon the
Effective Date and continuing for a period of two (2) years thereafter, subject to earlier
termination as provided herein (the “Employment Period”). Beginning on the second anniversary of
the Effective Date and on each anniversary of the Effective Date thereafter, the Employment Period
shall be extended by additional one-year periods; provided, however, that either party may cause
the Employment Period to expire by giving written notice to the other party not less than ninety
(90) days prior to the next annual anniversary date. The foregoing notwithstanding, the Employment
Period shall not be extended unless, prior to each such anniversary date, the Board of Directors
shall have explicitly reviewed the performance of the Executive and approved the extension.
Reference herein to the Employment Period shall refer to both such initial period and such extended
periods.




          2.     EXECUTIVE DUTIES: Executive shall, during the Employment Period, and in his
capacity as President and Chief Executive Officer, devote his full business time and energy to the
business, affairs and interests of the Bank and serve it diligently and to the best of his ability




 









 







in compliance with all applicable laws, regulations, federal agency orders, OTS policies, and
Bank policies. As such, the Executive shall render administrative and management services as are
customarily performed by persons situated in similar executive capacities, and shall have such
other powers and duties as the Board may prescribe from time to time. The Executive shall also
render services to any affiliates or subsidiaries of the Bank as requested by the Board from time
to time consistent with his executive position. The Executive’s duties shall include, but not be
limited to, responsibility for: (a) oversight over the Bank’s compliance with the Bank Secrecy Act
and its applicable implementing regulations and with requirements applicable to the Bank’s
information technology operations; and (b) the development and implementation of an organizational
structure and communication system for the Bank to ensure timely and proper dissemination of
regulatory information and requirements, policies and procedures, and strategic goals to the
appropriate staff of the Bank. The Executive may (i) serve on corporate or charitable boards or
committees and (ii) manage personal investments, so long as such activities do not interfere
materially with the performance of his responsibilities hereunder and are in compliance with all
applicable regulations including 12 C.F.R. §563.200 and 12 C.F.R. §563. 201. The duties and
responsibilities of the Executive, as described herein, shall collectively constitute the “Duties.”




          The Executive represents that he has no agreements with, or obligations to, any party which
conflict, or may conflict, with the interests of the Bank or with his performing the Duties.




          3.        COMPENSATION:





          (a)     The Bank shall pay the Executive, as compensation for the Duties rendered by him to
the Bank during the Employment Period, a base salary at an annual rate not less than
$350,000, subject to deductions for federal income taxes and other deductions as required by
law or as authorized by the Executive, which compensation shall be payable in accordance
with the Bank’s customary payroll practices (the “Base Salary”). The Base Salary shall be
reviewed by the Board not less often than annually. Any adjustments in the Base Salary or
other compensation shall in no way limit or reduce any other obligation of the Bank
hereunder.




          (b)     In addition to the Base Salary the Executive shall be entitled to receive an annual
incentive bonus in the amount (if any) as determined by the Board, in its sole discretion,
based upon the Board’s review of the Executive’s performance and the financial condition of
Bank.




          (c)     The Executive shall be entitled to annual paid vacation in accordance with the
policies established by the Board for executive officers, which vacation shall be in no
event less than four (4) weeks per year.




          (d)     During the Employment Period, the Bank shall provide the Executive with an
automobile exclusively for his business use under this Agreement, or shall reimburse
Executive for the use of his personal automobile when conducting Bank business in accordance
with OmniAmerican’s normal policy. In the event an automobile is furnished by the Bank, it
shall be fully maintained by the Bank, and the Bank shall provide insurance against
liability that results from the business use of the automobile. Executive



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shall be responsible for properly preventing the loss, theft, or destruction of the
automobile, including its garaging at the Bank’s place of business, the expense of which,
however, shall be paid by the Bank.




          (e)     The Bank shall pay the monthly dues of the Executive’s membership in Colonial
Country Club, the Fort Worth Exchange Club, the Fort Worth Club, and the Rotary Club of Fort
Worth, all in Tarrant County, Texas.




	 	4.	 	PARTICIPATION IN BENEFIT PLANS, REIMBURSEMENT OF BUSINESS EXPENSES AND
OTHER BENEFITS:







          (a)     During the Employment Period, the Executive shall be eligible to participate in any
pension, group insurance, hospitalization, deferred compensation or other benefit, bonus or
incentive plan of the Bank presently in effect or hereafter adopted by the Bank which is
generally available to any employee of executive status.




          (b)     During the Employment Period, to the extent that the Executive’s reasonable and
necessary business expenditures are substantiated by the Executive in accordance with
applicable policies of the Bank, the Bank shall reimburse the Executive promptly for such
business expenditures.




	 	5.	 	CONFIDENTIALITY:







          (a)     Upon the Effective Date, the Bank shall, and is obligated to, provide the Executive
with the right and ability to access various Confidential Information, as defined below,
belonging to the Bank which is necessary for the Executive to perform the Duties, to which
the Executive has not had prior access. The Executive acknowledges that all information
related to the Bank’s confidential, trade secret and proprietary information concerning (i)
the identity, credit and financial data and special needs of the Bank’s current and
prospective customers, the Bank’s current and prospective services, the Bank’s business
projections and market studies, the Bank’s business plans and strategies, the Bank’s studies
and information concerning special services unique to Bank; (ii) the Bank’s employees and
independent contractors; and (iii) the Bank’s compensation and benefits as described in this
Agreement are va1uable, special and unique assets which are not available to the general
public (collectively, the “Confidential Information”). The Executive further acknowledges
and agrees that he is being provided the Confidential Information in exchange for his
execution of the NONCOMPETITION and NONSOLICITATION provisions set forth herein, that the
Confidential Information is essential to the performance of the Duties, that the
Confidential Information is the exclusive property of the Bank and that this consideration
constitutes fair and adequate consideration for his execution of this Agreement in regards
to the NONCOMPETITION and NONSOLICITATION provisions.




          (b)     The Executive shall not, without the prior written consent of the Bank, during the
Employment Period or at any time thereafter, use himself or disclose to any third party by
any method whatsoever any of the Confidential Information. If the Executive’s employment
hereunder is terminated for any reason, the Executive shall



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return all Confidential Information to the Bank immediately upon its request and shall
not take originals or copies of any records, papers, programs, computer software and
documents of whatever nature containing Confidential Information.



          The foregoing covenants shall not prohibit the Executive from disclosing Confidential
Information to other employees of the Bank or any third parties to the extent that such disclosure
is necessary to performing the Duties under this Agreement or as otherwise required by law.




          6.     NONCOMPETITION: Ancillary to this otherwise enforceable Agreement and in exchange
for the Executive being granted the right to access the Confidential Information which the Bank
desires to protect, during the Employment Period and for a period of twelve (12) months from and
after the expiration or termination of the Employment Period, the Executive shall not, either as a
sole proprietor, partner, shareholder, director, employee, independent contractor or in any other
capacity, directly or indirectly, provide services identical, or similar, to the Duties hereunder
to any financial institution in Tarrant, Dallas, Denton, Johnson and Hood Counties in the State of
Texas and any County adjacent to such Counties.




          The Executive acknowledges that the need for this Section relates to the Confidential
Information to which the Executive has been provided access as a result of his executive position
with the Bank.




          7.     NONSOLICITATION: Ancillary to this otherwise enforceable agreement and in exchange
for the Executive being granted the right to access the Confidential Information which the Bank
desires to protect, during the Employment Period and for a period of twelve (12) months from and
after the expiration or termination of the Employment Period, the Executive shall not, either as a
sole proprietor, partner, shareholder, director, employee, independent contractor or in any other
capacity, directly or indirectly, hire, engage or solicit business from, as the case may be, any
Bank employee, independent contractor or customer, respectively, who was a Bank employee,
independent contractor or customer during the twelve (12) month period prior to the date the
Employment Period expired or was terminated, for the purpose of conducting a business relationship.




          8.     INCAPACITY: In the event the Executive is unable to perform the Duties on a
full-time basis for a period of six (6) consecutive months by reason of illness, injury, physical
or mental disability (collectively, “Incapacity”), the Bank may terminate this Agreement. For
purposes of this Agreement, “Incapacity” shall mean the inability of the Executive, as determined
by the Board, to perform the essential functions of the Duties, with or without reasonable
accommodation, due to a medically determinable physical or mental condition deemed to be a
disability under the Americans with Disabilities Act.




          9.     DEATH: In the event of the Executive’s death during the Employment Period, this
Agreement shall automatically terminate as of the end of the month in which the Executive dies.




          10.     AT WILL: Either party to this Agreement may terminate this Agreement at any time
for any or no reason; provided, however, in the event of a termination pursuant to this Section 9,
the party so terminating this Agreement shall provide at least ninety (90) days prior




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written notice to the other party. Any termination by the Bank pursuant to this Section shall
be deemed to be termination without Cause (as defined below). Notwithstanding the above, the Bank
may, at its discretion, terminate the Executive without ninety (90) days prior written notice, but
if the Bank fails to provide such notice, the Bank will pay the Executive an additional twenty-five
percent (25%) of the amount of the Base Salary then in effect. Any termination by the Executive
pursuant to this Section shall be deemed to be termination without Good Reason.




          11.     Termination FOR CAUSE:




          Notwithstanding the provisions of Section 1 of this Agreement, the Board may, in its sole
discretion, immediately terminate this Agreement for Cause. For the purposes of this Agreement,
“Cause” shall mean any of the Executive’s:





          (a)     personal dishonesty;




          (b)     incompetence;




          (c)     willful misconduct;




          (d)     breach, of fiduciary duty involving personal profit;




          (e)     intentional failure to perform the Duties, including but not limited to failure to
follow the instructions of the Board;




          (f)     willful violation of any law, rule, or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order;




          (g)     material breach of any provision of this Agreement;




          (h)     conviction of a misdemeanor involving moral turpitude or a felony;




          (i)     engaging in willful misconduct in the course and scope of his employment with the
Bank, including his indecency, immorality, gross insubordination, dishonesty, unlawful
harassment, use of illegal drugs, or fighting;




          (j)     prohibition from engaging in the business of banking by any governmental regulatory
agency having jurisdiction over the Bank; or




          (k)     conviction of any criminal offense involving dishonesty or a breach of trust or
money laundering or any agreement by the Executive to enter into a pretrial diversion or
similar program in connection with a prosecution for such offense.



          Termination of the Executive’s employment by the Bank for Cause hereunder shall be
communicated by written notice of termination to the Executive. A notice of termination pursuant to
this Section shall set forth with particularity the facts and circumstances claimed to provide a
basis for termination of employment for Cause under the provision so indicated.




          12.     RESIGNATION WITH GOOD REASON:




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          (a)     The Executive may resign for Good Reason (as hereafter defined) at any time by
giving not less than ninety (90) days written notice to the Bank. The notice of resignation
shall set forth in reasonable detail the facts and circumstances claimed to provide a basis
for a resignation for Good Reason. For purposes of this Agreement, “Good Reason” shall mean
termination of this Agreement by the Executive for any of the following reasons:




          (i)     Other than as a result of written direction from the OTS, the assignment of
duties to the Executive by the Bank which (A) are materially different from the
Duties on the Effective Date, or (B) result in the Executive having significantly
less authority and/or responsibility than he has on the Effective Date, without his
express written consent;




          (ii)     The removal of the Executive from or any failure to re-elect him to the
positions of President and Chief Executive Officer, except in connection with a
termination of his employment by the Bank for Cause or by reason of the Executive’s
Incapacity;




          (iii)     A reduction by the Bank of greater than five percent (5%) of the
Executive’s then current Base Salary;




          (iv)     The failure of the Bank to provide the Executive with substantially the
same fringe benefits (including paid vacations) that were provided to him upon the
Effective Date, provided however, that any elimination or modification of any fringe
benefit program that is applicable either to greater than five employees or to
senior executive officers as a group (as “senior executive officer” is defined in 12
C.F.R. Section 563.555) shall not violate this provision; or




          (v)     The Bank requires the Executive to be based anywhere other than at a
location within a fifty (50) mile radius of Fort Worth, Texas, without the
Executive’s express prior written consent, except for required travel on business of
the Bank.



        13.     EFFECT OF TERMINATION ON COMPENSATION:





          (a)     Termination by the Executive or the Death or Incapacity of the Executive.
If this Agreement is terminated by the Executive for other than Good Reason, death or
Incapacity, then the Executive or his heirs, as the case may be, shall be entitled to
receive (i) the Base Salary up to the date when such termination occurs and (ii) payment for
any unused vacation. Payment of unused vacation is contingent upon the Executive providing
the required ninety (90) days written notice. In the event of a termination pursuant to the
death or Incapacity of the Executive, the Bank shall be relieved of all its obligations
under this Agreement, except that the Bank shall pay to the Executive, or his estate in the
event of his death, the Executive’s Base Salary through the end of the month during which
such termination shall have occurred, in addition to any unused vacation pay. All such
payments to the Executive or his estate shall be made in the same manner as other payroll
obligations of the Bank. Payments are subject to deductions for applicable taxes.



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          (b)     Termination by the Bank without Cause or by the Executive with Good Reason.
If the Agreement is terminated by the Bank without Cause or by the Executive with Good
Reason, the Executive shall be entitled to receive as severance pay (in addition to the
payment of any Base Salary earned through the date of such termination) a sum equal to one
(1) times the amount of the Base Salary then in effect, payable in accordance with the
Bank’s customary payroll practices, in twelve (12) equal monthly installments beginning
fifteen (15) days following the date of such termination or resignation.




          (c)     Termination by the Bank for Cause. If this Agreement is terminated by the
Bank for Cause, the Executive shall be entitled to receive the Base Salary up to the date
when such termination occurs. The Executive shall not be entitled to further Base Salary or
other compensation or benefits after the termination date, except as required by law.
Payments are subject to deductions for applicable taxes.




          (d)     Required Regulatory Provisions. If the Executive is suspended and/or
temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice
served under Section 8(e)(3) or 8(g)(1) [12U.S.C. §§1818(e)(3) and 1818(g)(1)] of the
Federal Deposit Insurance Act, 12 U.S.C. § 1811 et seq. (the “Federal Deposit
Insurance Act’’), the Bank’s obligations under this Agreement shall be suspended as of the
date of service unless stayed by appropriate proceedings. If the charges in the notice are
dismissed, the Bank may in its discretion (i) pay the Executive all or part of the
compensation withheld while its contract obligations were suspended, and (ii) reinstate (in
whole or in part) any of its obligations which were suspended.



          If the Executive is removed and/or permanently prohibited from participating in the conduct of
the Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(l) of the Federal Deposit
Insurance Act [12 U.S.C. §§ 1818(e)(4) or 1818(g)(1)], all obligations of the Bank under this
Agreement shall terminate as of the effective date of the order, but vested rights of the
contracting parties shall not be affected.




          If the Bank is in default [as default is defined in Section 3(x)(l) of the Federal Deposit
Insurance Act], all obligations under this Agreement shall terminate as of the date of default, but
this paragraph shall not affect any vested rights of the contracting parties.




          All obligations under this Agreement shall be terminated, except to the extent it is
determined that continuation of this Agreement is necessary for the continued operation of the
Bank:





          (i)     by the Director of the Office of Thrift Supervision (the “Director”) or his
or her designee, at the time the Federal Deposit Insurance Corporation enters into
an agreement to provide assistance to or on behalf of the Bank under the authority
contained in, Section 13(c) of the Federal Deposit Insurance Act; or




          (ii)     by the Director or his or her designee, at the time the Director or his or
her designee approves a supervisory merger to resolve problems related to



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operation of the Bank or when the Bank is determined by the Director to be in
an unsafe or unsound condition.



          Any rights of the parties that have already vested, however, shall not be affected by such
action.




          Notwithstanding the above, if any severance payment to the Executive hereunder would cause the
Bank to contravene any law, regulation or policy applicable to the Bank, including the Internal
Revenue Code of 1986, as amended (the “Code”), Section 409A, the Bank and the Executive agree that
such severance payment shall be made only to the extent permitted by law, regulation and policy,
and the remainder of such severance payment shall be made from time to time at the earliest time
permitted by law, regulation and policy.





          (e)     Limitation of Benefits. It is the intention of the parties that no payment
be made or benefit provided to the Executive that would constitute an “excess parachute
payment” within the meaning of Section 280G of the Code and any regulations thereunder,
thereby resulting in a loss of an income tax deduction by the Bank or the imposition of an
excise tax on the Executive under Section 4999 of the Code. If the independent accountants
serving as auditors for the Bank determine that some or all of the payments or benefits
scheduled under this Agreement would constitute nondeductible excess parachute payments by
the Bank under Section 280G of the Code, then the payments or benefits scheduled under this
Agreement will be reduced to one dollar less than the maximum amount which may be paid or
provided without causing any such payments or benefits scheduled under this Agreement to be
nondeductible. The determination made as to the reduction of benefits or payments required
hereunder by the independent accountants shall be binding on the parties. The Executive
shall have the right to designate within a reasonable period which payments or benefits will
be reduced; provided, however, that if no direction is received from the Executive, the Bank
shall implement the reductions under this Agreement in its discretion.



          The Executive’s entitlement to any payment hereunder is strictly contingent on the Executive’s
complying with the terms of the NONCOMPETITION and NONSOLICITATION provision set forth above. Any
breach by the Executive of the terms of the NONCOMPETITION and NONSOLICITATION provisions shall
allow the Bank to immediately cease payment hereunder and the Bank shall have no further
obligations to the Executive. This remedy is in addition to others available to the Bank under law
or as provided elsewhere herein. Any termination of payments pursuant to the above provisions shall
not be interpreted to limit or alter the scope or duration of the Executive’s obligations pursuant
to the NONCOMPETITION and NONSOLICITATION provisions herein.




          No termination under the NONCOMPETITION or NONSOLICITATION provisions shall terminate or
adversely affect any rights of the Executive then vested under the provisions of any disability or
other benefit program of the Bank.




          Any payments made to the Executive pursuant to this Agreement or otherwise, are subject to and
conditioned upon their compliance with 12 U.S.C. Section 1828(k) and IDIC regulations 12 C.F.R.
Part 359, Golden Parachute and Indemnification Payments.




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                    (f)     Code Section 409A. Notwithstanding any provision of this Agreement to the
contrary, if at the time of the Executive’s termination of employment, the Executive is a
“specified employee” as defined in Section 409A of the Code, no payment or benefit will be paid
until the earlier of (A) the date which is 6 months after the date of the Executive’s termination
of employment, or (B) the date of the Executive’s death.



          Notwithstanding any provision of this Agreement to the contrary, to the extent that any
payment under the terms of this Agreement would constitute an impermissible acceleration of
payments under Section 409A of the Code or any regulations or Treasury guidance promulgated
thereunder, such payments shall be made no earlier than at such times allowed under Section 409A of
the Code.




          If any provision of this Agreement (or of any award of compensation) would cause the Executive
to incur any additional tax or interest under Section 409A of the Code or any regulations or
Treasury guidance promulgated thereunder, the Bank may reform such provision; provided that the
Bank shall (i) maintain, to the maximum extent practicable, the original intent of the applicable
provision without violating the provisions of Section 409A of the Code and (ii) notify and consult
with the Executive regarding such amendments or modifications prior to the effective date of any
such change.




          14.     SUCCESSOR LIABILITY: The Bank shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Bank, or either one of them, by agreement in form and substance
satisfactory to the Executive, to expressly assume and agree to perform this Agreement in its
entirety. The Executive shall not unreasonably withhold his consent to the form or substance of any
such agreement.




          15.     BANK REGULATION COMPLIANCE: It is the intention of the parties that this Agreement
complies with all applicable regulations and written directives of the FDIC and the OT5. Any
provision of this Agreement which is deemed not in compliance with any applicable regulation or
written directive shall be automatically reformed to comply with such regulation or directive as
most nearly carries out the intent and purpose of this Agreement.




          16.     NOTICES: For the purposes of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:




	 	 	 
	If to the Executive:

	 	Tim Carter
	 

	 	3408 Rustwood Court
	 

	 	Fort Worth, Texas 76109
	 
	 	 
	 
	 	 
	If to the Bank:

	 	OmniAmerican Bank
	 

	 	1320 S. University Drive,
	 

	 	Suite 900
	 

	 	Fort Worth, Texas, 76107






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	 	Attention: Chairman of the Board






          or at such other address as any party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.




          17.     MODIFICATION - WAIVER - APPLICABLE LAW - ENTIRETY: No provisions of this Agreement
may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in
writing, signed by the Executive and on behalf of the Bank by such officer as may be specifically
designated by the Board. No waiver by either party hereto at the time of any breach by the other
party hereto of, or in compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. Any prior agreement between the parties
is hereby voided. Otherwise, no agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either party which are not set
forth expressly in this Agreement. The validity, interpretation, construction and performance of
this Agreement shall be governed by the Rules and Regulations of the OTS and by the laws of the
State of Texas. The Agreement is subject to the written notice of non-objection by the OTS.




          18.     INVALIDITY - ENFORCEABILITY: The invalidity or unenforceability of any provisions
of this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect. Any provision in this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only
to the extent of such prohibition or unenforceability without invalidating or affecting the
remaining provisions of this Agreement, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.




          19.     INJUNCTIVE RELIEF: Notwithstanding the arbitration provision set forth below, if
the Executive violates any of the provisions set forth in Sections 5, 6, or 7 of this Agreement,
the Executive acknowledges that the Bank would suffer immediate and irreparable harm and would not
have an adequate remedy at law for money damages. Accordingly, the Executive acknowledges that,
without the necessity of proving actual damages or posting bond or other security, the Bank shall
be entitled to temporary or permanent injunction or injunctions to prevent breaches of such
performance and to specific enforcement of such covenants in addition to any other remedy to which
the Bank may be entitled, at law or in equity. In such a situation, the Bank may pursue any remedy
available, including declaratory relief, concurrently or consecutively in any order as to any
breach, violation, or threatened breach or violation of any of the provisions set forth in this
Agreement, and the pursuit of any particular remedy is not to be deemed an election of remedies or
waiver of the right to pursue any other remedy.




          20.     SURVIVABILITY: Sections 5. 6, 7, and 13 shall survive the termination of this
Agreement.




          21.     BINDING: This Agreement shall inure to the benefit of and be enforceable by and
binding upon the parties hereto and their representatives, executors, administrators,




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successors, heirs, distributees, devisees and legatees. If the Executive should die while any
amounts would still be payable to him hereunder, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to his executor or, if there
is no such executor, to his estate.




          22.     HEADINGS: Descriptive headings contained in this Agreement are for convenience
only and shall not control or affect the meaning or construction of any provision in this
Agreement.




          23.     ARBITRATION: Except as otherwise set forth herein, any dispute, controversy or
claim arising under or in connection with this Agreement shall be settled exclusively by a sole
arbitrator in Fort Worth, Texas (or as close thereto as feasible) in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect. The arbitrator shall
apply the terms of this Agreement to the extent that such terms apply to the issue in arbitration
and are not found to be illegal. The Bank shall pay all administrative fees associated with such
arbitration. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.
Unless otherwise provided in the rules of the American Arbitration Association, the arbitrator
shall, in his/her award, allocate between the parties the costs of arbitration, which shall include
reasonable attorneys’ fees and expenses of the parties, as well as the arbitrator’s fees and
expenses, in such proportions as the arbitrator deems just.




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          IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first
above written.




	 	 	 	 	 
	 	EXECUTIVE



 	 
	ATTEST: /s/ Lisanne Davidson 	/s/ Tim Carter
 	 
	 	Tim Carter 	 
	 	 	 
	 	OMNIAMERICAN BANK

 	 
	 
	ATTEST: /s/ Lisanne Davidson 	/s/ Clyde Johnson
 	 
	 	Clyde Johnson 	 
	 	Chairman of the Board 	 
	 




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