a5894983ex101.htm


    Exhibit
10.1

     

    AMENDED
AND RESTATED

    LIBERTY
BANCORP, INC./BANKLIBERTY

    THREE-YEAR
EMPLOYMENT AGREEMENT

    


    


    THIS AGREEMENT, originally
entered into on the 21st day of July, 2006 (the “Agreement”), by and among LIBERTY BANCORP, INC., a Missouri-chartered
corporation (the
“Company”) BANKLIBERTY,
a federally-chartered financial institution (the “Bank”), and BRENT GILES (“Executive”) is amended
and restated in its entirety as of December 17, 2008.

    


    W
I T N E S S E T H

    


    WHEREAS, Executive continues
to serves in a position of substantial responsibility; and

    


    WHEREAS, the Company and the
Bank wish to continue to assure the services of Executive for the period
provided in this Agreement; and

    


    WHEREAS, Executive is willing
to continue to serve in the employ of the Bank on a full-time basis for said
period; and

    


    WHEREAS, the parties to this
Agreement desire to amend and restate the Agreement in order to bring it into
compliance with Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”).

    


    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:

    


    1.           Employment.  Executive is
employed as the President and Chief Executive Officer of the Company and the
Bank.  Executive shall perform all duties and shall have all powers
which are commonly incident to the office of President and Chief Executive
Officer or which, consistent with those offices, are delegated to him by the
Board of Directors of the Bank or the Company.

    


    2.           Location
and Facilities.  Executive will be
furnished with the working facilities and staff customary for executive officers
with the title and duties set forth in Section 1 and as are necessary for him to
perform his duties.  The location of such facilities and staff shall
be at the principal administrative offices of the Company and the Bank, or at
such other site or sites customary for such offices.

    


    3.           Term.

    


    
      	
               
      

            	
              (a)

            	
              The
      term of this Agreement shall be (i) the initial term, consisting of the
      period commencing on July 21, 2006 (the “Effective Date”) and ending on
      July 21, 2009, plus (ii) any and all extensions of the initial term made
      pursuant to Section 3(b) of this
Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Commencing
      on the first year anniversary date of this Agreement, and continuing on
      each anniversary thereafter, the disinterested members of the boards of
      directors of the Bank and the Company may extend the Agreement an
      additional year such that the remaining term of the Agreement shall be
      thirty six (36) months, unless Executive elects not to extend the term of
      this Agreement by giving written notice in accordance with Section 19 of
      this Agreement.  The Boards of Directors of the Bank and the
      Company (the “Boards”) will review the Agreement and Executive’s
      performance annually for purposes of determining whether to extend the
      Agreement.  Executive shall receive notice as soon as possible
      after such review as to whether the Agreement is to be
      extended.  As of the date of this restatement the term of the
      Agreement had been extended to December 17,
  2011.

            


    

     

    
      4.           Base
Compensation.

       

    

    
      	
               
      

            	
              (a)

            	
              The
      Bank and the Company agree to pay Executive during the term of this
      Agreement an aggregate base salary at the rate of $218,295 per year,
      payable in accordance with customary payroll practices of the Bank and the
      Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Boards shall review annually the rate of Executive’s base salary based
      upon factors they deem relevant, and may maintain or increase his salary,
      provided that no such action shall reduce the rate of salary below the
      rate in effect on the Effective
Date.

            


    

    


    
      	
               
      

            	
              (c)

            	
              In
      the absence of action by the Boards, Executive shall continue to receive a
      base salary at the annual rate specified on the Effective Date or, if
      another rate has been established under the provisions of this Section 4,
      the rate last properly established by action of the Boards under the
      provisions of this Section 4.

            


    

    


    5.           Bonuses.  Executive shall
be eligible to participate in discretionary bonuses or other incentive
compensation programs that the Company and the Bank may award from time to time
to senior management employees pursuant to bonus plans or
otherwise.

    


    6.           Benefit
Plans.  Executive shall
be eligible to participate in such life insurance, medical, dental, pension,
profit sharing, retirement and stock-based compensation plans and other programs
and arrangements as may be approved from time to time by the Company and the
Bank for the benefit of their employees.

    


    7.           Vacation and
Leave.

    


    
      	
               
      

            	
              (a)

            	
              Executive
      shall be entitled to vacation and other leave in accordance with policy
      for senior executives, or otherwise as approved by the
    Boards.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (b)

            	
              In
      addition to paid vacation and other leave, the Executive shall be
      entitled, without loss of pay, to absent himself voluntarily from the
      performance of his employment for such additional periods of time and for
      such valid and legitimate reasons as the Boards may in their discretion
      determine.  Further, the Boards may grant to the Executive a
      leave or leaves of absence, with or without pay, at such time or times and
      upon such terms and conditions as the Boards in their discretion may
      determine.

            


    

    


    8.           Expense
Payments and Reimbursements.  Executive shall
be reimbursed for all reasonable out-of-pocket business expenses that he shall
incur in connection with his services under this Agreement upon substantiation
of such expenses in accordance with applicable policies of the Company and the
Bank.

    


    9.           Automobile. During the term of this
Agreement, Executive shall be entitled to use of an
automobile.  Executive shall comply with reasonable reporting and
expense limitations on the use of such automobile as may be established by the
Company or the Bank from time to time, and the Company or the Bank shall
annually include on Executive’s Form W-2 any amount of income attributable to
Executive’s personal use of such automobile.

    


    10.           Loyalty and
Confidentiality.

    


    
      	
               
      

            	
              (a)

            	
              During
      the term of this Agreement Executive:  (i) shall devote all his
      time, attention, skill, and efforts to the faithful performance of his
      duties hereunder; provided, however, that from time to time, Executive may
      serve on the boards of directors of, and hold any other offices or
      positions in, companies or organizations which will not present any
      conflict of interest with the Company or the Bank or any of their
      subsidiaries or affiliates, unfavorably affect the performance of
      Executive’s duties pursuant to this Agreement, or violate any applicable
      statute or regulation and (ii) shall not engage in any business or
      activity contrary to the business affairs or interests of the Company and
      the Bank.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Nothing
      contained in this Agreement shall prevent or limit Executive’s right to
      invest in the capital stock or other securities of any business dissimilar
      from that of the Company and the Bank, or, solely as a passive, minority
      investor, in any business.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Executive
      agrees to maintain the confidentiality of any and all information
      concerning the operation or financial status of the Company and the Bank;
      the names or addresses of any of its borrowers, depositors and other
      customers; any information concerning or obtained from such customers; and
      any other information concerning the Company and the Bank to which he may
      be exposed during the course of his employment.  The Executive
      further agrees that, unless required by law or specifically permitted by
      the Boards in writing, he will not disclose to any person or entity,
      either during or subsequent to his employment, any of the above-mentioned
      information which is not generally known to the public, nor shall he
      employ such information in any way other than for the benefit of the
      Company and the Bank.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    11.           Termination
and Termination Pay.  Subject to
Section 12 of this Agreement, Executive’s employment under this Agreement may be
terminated in the following circumstances:

    


    
      	
               
      

            	
              (a)

            	
              Death.  Executive’s
      employment under this Agreement shall terminate upon his death during the
      term of this Agreement, in which event Executive’s estate shall be
      entitled to receive the compensation due to the Executive through the last
      day of the calendar month in which his death
  occurred.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Retirement.  This
      Agreement shall be terminated upon Executive’s retirement under the
      retirement benefit plan or plans in which he participates pursuant to
      Section 6 of this Agreement or otherwise.  Executive will
      receive the compensation due to him through his retirement
      date.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Disability.

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Boards or Executive may terminate Executive’s employment after having
      determined Executive has a Disability.  For purposes of this
      Agreement, “Disability” means a physical or mental infirmity that impairs
      Executive’s ability to substantially perform his duties under this
      Agreement and that results in Executive becoming eligible for long-term
      disability benefits under any long-term disability plans of the Company or
      the Bank (or, if there are no such plans in effect, that impairs
      Executive’s ability to substantially perform his duties under this
      Agreement for a period of one hundred eighty (180) consecutive
      days).  The Boards shall determine whether or not Executive is
      and continues to be permanently disabled for purposes of this Agreement in
      good faith, based upon competent medical advice and other factors that
      they reasonably believe to be relevant.  As a condition to any
      benefits, the Boards may require Executive to submit to such physical or
      mental evaluations and tests as it deems reasonably
      appropriate.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              In
      the event of such Disability, Executive’s obligation to perform services
      under this Agreement will terminate.  The Bank will pay
      Executive, as Disability pay, an amount equal to 100% of Executive’s
      bi-weekly rate of base salary in effect as of the date of his termination
      of employment due to Disability.  Disability payments will be
      made on a monthly basis and will commence on the first day of the month
      following the effective date of Executive’s termination of employment for
      Disability and end on the earlier of:  (A) the date he returns
      to full-time employment at the Bank in the same capacity as he was
      employed prior to his termination for Disability; (B) his death; (C) upon
      attainment of age 65; or (D) the date the Agreement would have
      expired had Executive’s employment not terminated by reason of
      Disability.  Such payments shall be reduced by the amount of any
      short- or long-term disability benefits payable to the Executive under any
      other disability programs sponsored by the Company and the
      Bank.  In addition, during any period of Executive’s Disability,
      Executive and his dependents shall, to the greatest extent possible,
      continue to be covered under all benefit plans (including, without
      limitation, retirement plans and medical, dental and life insurance plans)
      of the Company and the Bank, in which Executive participated prior to his
      Disability on the same terms as if Executive were actively employed by the
      Company and the Bank.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              Termination for
      Cause.

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Boards may, by written notice to the Executive in the form and manner
      specified in this paragraph, terminate his employment at any time, for
      “Cause”.  The Executive shall have no right to receive
      compensation or other benefits for any period after termination for
      Cause.  Termination for “Cause” shall mean termination because
      of, in the good faith determination of the Boards,
      Executive’s:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Personal
      dishonesty;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Incompetence;

            


    

    


    
      	
               
      

            	
              (3)

            	
              Willful
      misconduct;

            


    

    


    
      	
               
      

            	
              (4)

            	
              Breach
      of fiduciary duty involving personal
profit;

            


    

    


    
      	
               
      

            	
              (5)

            	
              Intentional
      failure to perform stated duties;

            


    

    


    
      	
               
      

            	
              (6)

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

            


    

    


    
      	
               
      

            	
              (7)

            	
              Material
      breach by Executive of any provision of this
  Agreement.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Notwithstanding
      the foregoing, Executive shall not be deemed to have been terminated for
      Cause by the Company and the Bank unless there shall have been delivered
      to Executive a copy of a resolution duly adopted at a meeting of such
      Boards where in the good faith opinion of the Boards, Executive was guilty
      of the conduct described above and specifying the particulars
      thereof.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              Voluntary Termination
      by Executive.  In addition to his other rights to
      terminate under this Agreement, Executive may voluntarily terminate
      employment during the term of this Agreement upon at least sixty (60) days
      prior written notice to the Boards, in which case Executive shall receive
      only his compensation, vested rights and employee benefits up to the date
      of his termination.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Without Cause or With
      Good Reason.

            


    

    


    
      	
               
      

            	
              (i)

            	
              In
      addition to termination pursuant to Sections 11(a) through 11(e) the
      Boards, may, by written notice to Executive, immediately terminate his
      employment at any time for a reason other than Cause (a termination
      “Without Cause”) and Executive may, by written notice to the Boards,
      terminate his employment under this Agreement for “Good Reason” as defined
      below (a termination “With Good
Reason”).

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Subject
      to Section 12 of this Agreement, in the event of termination under this
      Section 11(f), Executive shall be entitled to receive his base salary in
      effect as of his termination date for the remaining term of the Agreement
      paid in one lump sum within ten (10) calendar days of such
      termination.  Also, in such event, Executive shall, for the
      remaining term of the Agreement, receive the benefits he would have
      received during the remaining term of the Agreement under any retirement
      programs (whether tax-qualified or non-qualified) in which Executive
      participated prior to his termination (with the amount of the benefits
      determined by reference to the benefits received by the Executive or
      accrued on his behalf under such programs during the twelve (12) months
      preceding his termination) and continue to participate in any benefit
      plans of the Company or the Bank that provide health (including medical
      and dental), or life insurance, or similar coverage upon terms no less
      favorable than the most favorable terms provided to senior executives of
      the Company and the Bank during such period.  In the event that
      the Company and the Bank are unable to provide such coverage by reason of
      Executive no longer being an employee, the Company and the Bank shall
      provide Executive with comparable coverage on an individual policy
      basis.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              For
      the purposes of this Agreement “Good Reason” shall mean the occurrence of
      any of the following events without the Executive’s
    consent:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      assignment to Executive of duties that constitute a material diminution of
      his authority, duties, or responsibilities (including reporting
      requirements);

            


    

    


    
      	
               
      

            	
              (2)

            	
              A
      material diminution in Executive’s Base
Salary;

            


    

    


    
      	
               
      

            	
              (3)

            	
              Relocation
      of Executive to a location outside a radius of 50 miles of the Company’s
      corporate office; or

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (4)

            	
              Any
      other action or inaction by the Company that constitutes a material breach
      of this Agreement;

            


    

     

    
      	
               
      

            	
              provided,
      that within ninety (90) days after the initial existence of such event,
      the Company shall be given notice and an opportunity, not less than thirty
      (30) days, to effectuate a cure for such asserted “Good Reason” by
      Executive.  Executive’s resignation hereunder for Good Reason
      shall not occur later than one hundred fifty (150) days following the
      initial date on which the event Executive claims constitutes Good Reason
      occurred.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Continuing Covenant
      Not to Compete or Interfere with
      Relationships.  Regardless of anything herein to the
      contrary, following a termination by the Company and the Bank or Executive
      pursuant to Section 11(f):

            


    

    


    
      	
               
      

            	
              (i)

            	
              Executive’s
      obligations under Section 10(c) of this Agreement will continue in effect;
      and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              During
      the period ending on the first anniversary of such termination, the
      Executive shall not serve as an officer, director or employee of any bank
      holding company, bank, savings bank, savings and loan holding company, or
      mortgage company (any of which, a “Financial Institution”) which Financial
      Institution offers products or services competing with those offered by
      the Bank from any office within fifty (50) miles from the main office or
      any branch of the Bank and shall not interfere with the relationship of
      the Company and the Bank and any of its employees, agents, or
      representatives.

            


    

    


    12.           Termination in Connection
with a Change in Control.

    


    (a)           For
purposes of this Agreement, a Change in Control means any of the following
events:

    


    
      	
               
      

            	
              (i)

            	
              Merger:  The
      Company or the Bank merges into or consolidates with another corporation,
      or merges another corporation into the Company or the Bank, and as a
      result less than a majority of the combined voting power of the resulting
      corporation immediately after the merger or consolidation is held by
      persons who were stockholders of the Company immediately before the merger
      or consolidation.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Acquisition of
      Significant Share Ownership:  There is filed or required
      to be filed a report on Schedule 13D or another form or schedule (other
      than Schedule 13G) required under Sections 13(d) or 14(d) of the
      Securities Exchange Act of 1934, as amended, if the schedule discloses
      that the filing person or persons acting in concert has or have become the
      beneficial owner of 25% or more of a class of the Company’s voting
      securities, but this clause (ii) shall not apply to beneficial ownership
      of Company voting shares held in a fiduciary capacity by an entity of
      which the Company directly or indirectly beneficially owns 50% or more of
      its outstanding voting securities.

            


    

     

    
      
        
        

      

      
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              (iii)

            	
              Change in Board
      Composition:  During any period of two consecutive years,
      individuals who constitute the Company’s or the Bank’s Board of Directors
      at the beginning of the two-year period cease for any reason to constitute
      at least a majority of the Company’s or the Bank’s Board of Directors;
      provided, however, that for purposes of this clause (iii), each director
      who is first elected by the board (or first nominated by the board for
      election by the stockholders) by a vote of at least two-thirds (2/3) of
      the directors who were directors at the beginning of the two-year period
      shall be deemed to have also been a director at the beginning of such
      period; or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Sale of
      Assets:  The Company or the Bank sells to a third party
      all or substantially all of its
assets.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Termination.  If
      within the period ending two (2) years after a Change in Control, (i) the
      Company or the Bank shall terminate the Executive’s employment Without
      Cause, or (ii) Executive voluntarily terminates his employment With Good
      Reason, the Company or the Bank shall, within ten (10) calendar days of
      the termination of Executive’s employment, make a lump-sum cash payment to
      him equal to three (3) times the Executive’s average Annual Compensation
      over the five (5) most recently completed calendar years ending with the
      year immediately preceding the effective date of the Change in
      Control.  In determining Executive’s average Annual
      Compensation, Annual Compensation shall include base salary and any other
      taxable income (paid by the Company and the Bank), including but not
      limited to amounts related to the granting, vesting or exercise of
      restricted stock or stock option awards, commissions, bonuses (whether
      paid or accrued for the applicable period), as well as, retirement
      benefits, director or committee fees and fringe benefits paid or to be
      paid to Executive or paid for Executive’s benefit during any such year,
      profit sharing, employee stock ownership plan and other retirement
      contributions or benefits, including to any tax-qualified plan or
      arrangement (whether or not taxable) made or accrued on behalf of
      Executive of such year.  The cash payment made under this
      Section 12(b) shall be made in lieu of any payment also required under
      Section 11(f) of this Agreement because of a termination in such
      period.  Executive’s rights under Section 11(f) are not
      otherwise affected by this Section 12.  Also, in such
      event, the Executive shall, for a thirty-six (36) month period following
      his termination of employment, receive the benefits he would have received
      over such period under any retirement programs (whether tax-qualified or
      nonqualified) in which the Executive participated prior to his termination
      (with the amount of the benefits determined by reference to the benefits
      received by the Executive or accrued on his behalf under such programs
      during the twelve (12) months preceding the Change in Control) and
      continue to participate in any benefit plans of the Company and the Bank
      that provide health (including medical and dental), or life insurance, or
      similar coverage upon terms no less favorable than the most favorable
      terms provided to senior executives of the Bank during such
      period.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              The
      provisions of Section 12 and Sections 14 through 27, including the defined
      terms used is such sections, shall continue in effect until the later of
      the expiration of this Agreement or two (2) years following a Change in
      Control.

            


    

     

    
      13.           Idemnification
and Liability Insurance.  Subject
to and limited by Section 26(f) of this Agreement, the Bank and the Company
shall provide the following:

       

    

    
      	
               
      

            	
              (a)

            	
              Indemnification.  The
      Company and the Bank agree to indemnify the Executive (and his heirs,
      executors, and administrators), and to advance expenses related thereto,
      to the fullest extent permitted under applicable law and regulations
      against any and all expenses and liabilities reasonably incurred by him in
      connection with or arising out of any action, suit, or proceeding in which
      he may be involved by reason of his having been a director or Executive of
      the Company, the Bank or any of their affiliates (whether or not he
      continues to be a director or Executive at the time of incurring any such
      expenses or liabilities) such expenses and liabilities to include, but not
      be limited to, judgments, court costs, and attorney’s fees and the cost of
      reasonable settlements, such settlements to be approved by the Boards, if
      such action is brought against the Executive in his capacity as an
      Executive or director of the Company or the Bank or any of their
      subsidiaries.  Indemnification for expense shall not extend to
      matters for which the Executive has been terminated for
      Cause.  Nothing contained herein shall be deemed to provide
      indemnification prohibited by applicable law or
      regulation.  Notwithstanding anything herein to the contrary,
      the obligations of this Section 13 shall survive the term of this
      Agreement by a period of six (6)
years.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Insurance.  During
      the period in which indemnification of the Executive is required under
      this Section, the Company and the Bank shall provide the Executive (and
      his heirs, executors, and administrators) with coverage under a directors’
      and Executives’ liability policy at the expense of the Company and the
      Bank, at least equivalent to such coverage provided to directors and
      senior Executives of the Company and the
Bank.

            


    

    


    14.           Reimbursement
of Executive’s Expenses to Enforce this Agreement.  The Company and
the Bank shall reimburse the Executive for all reasonable out-of-pocket
expenses, including, without limitation, reasonable attorney’s fees, incurred by
the Executive in connection with successful enforcement by the Executive of the
obligations of the Company and the Bank to the Executive under this
Agreement.  Successful enforcement shall mean the grant of an award of
money or the requirement that the Company and the Bank take some action
specified by this Agreement:  (i) as a result of court order; or (ii)
otherwise by the Company and the Bank following an initial failure of the
Company and the Bank to pay such money or take such action promptly after
written demand therefor from the Executive stating the reason that such money or
action was due under this Agreement at or prior to the time of such
demand.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    15.           Limitation
of Benefits under Certain Circumstances.  If the payments
and benefits pursuant to Section 12 of this Agreement, either alone or together
with other payments and benefits which the Executive has the right to receive
from the Company and the Bank, would constitute a “parachute payment” under
Section 280G of the Code, the payments and benefits pursuant to Section 12 shall
be reduced or revised, in the manner determined by the Executive, by the amount,
if any, which is the minimum necessary to result in no portion of the payments
and benefits under Section 12 being non-deductible to the Company and the Bank
pursuant to Section 280G of the Code and subject to the excise tax imposed under
Section 4999 of the Code.  The determination of any reduction in the
payments and benefits to be made pursuant to Section 12 shall be based upon
the opinion of the Company and the Bank’s independent public accountants and
paid for by the Company and the Bank.  In the event that the Company,
the Bank and/or the Executive do not agree with the opinion of such counsel, (i)
the Company and the Bank shall pay to the Executive the maximum amount of
payments and benefits pursuant to Section 12, as selected by the Executive,
which such opinion indicates there is a high probability of such payments and
benefits being deductible to the Company and the Bank and not subject to the
imposition of the excise tax imposed under Section 4999 of the Code and (ii) the
Company and the Bank may request, and the Executive shall have the right to
demand that they request, a ruling from the IRS as to whether the disputed
payments and benefits pursuant to Section 12 have such
consequences.  Any such request for a ruling from the IRS shall be
promptly prepared and filed by the Company and the Bank, but in no event later
than thirty (30) days from the date of the opinion of counsel referred to above,
and shall be subject to the Executive’s approval prior to filing, which shall
not be unreasonably withheld.  The Company, the Bank and the Executive
agree to be bound by any ruling received from the IRS and to make appropriate
payments to each other to reflect any such rulings, together with interest at
the applicable federal rate provided for in Section 7872(f)(2) of the
Code.

    


    16.           Injunctive
Relief.  If there is a
breach or threatened breach of Section 11(g) of this Agreement or the
prohibitions upon disclosure contained in Section 10(c) of this Agreement, the
parties agree that there is no adequate remedy at law for such breach, and that
the Company and the Bank shall be entitled to injunctive relief restraining the
Executive from such breach or threatened breach, but such relief shall not be
the exclusive remedy hereunder for such breach.  The parties hereto
likewise agree that the Executive, without limitation, shall be entitled to
injunctive relief to enforce the obligations of the Company and the Bank under
this Agreement.

     

    
      
        
        

      

      
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      17.          
Successors and
Assigns.

    

     

    
      	
               
      

            	
              (a)

            	
              This
      Agreement shall inure to the benefit of and be binding upon any corporate
      or other successor of the Company and the Bank which shall acquire,
      directly or indirectly, by merger, consolidation, purchase or otherwise,
      all or substantially all of the assets or stock of the Company and the
      Bank.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Since
      the Company and the Bank are contracting for the unique and personal
      skills of Executive, Executive shall be precluded from assigning or
      delegating his rights or duties hereunder without first obtaining the
      written consent of the Company and the
Bank.

            


    

    


    18.           No
Mitigation.  Executive shall
not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise and no such payment shall be
offset or reduced by the amount of any compensation or benefits provided to
Executive in any subsequent employment.

    


    19.           Notices.  All notices,
requests, demands and other communications in connection with this Agreement
shall be made in writing and shall be deemed to have been given when delivered
by hand or 48 hours after mailing at any general or branch United States Post
Office, by registered or certified mail, postage prepaid, addressed to the
Company and/or the Bank at their principal business offices and to Executive at
his home address as maintained in the records of the Company and the
Bank.

    


    20.           No Plan
Created by this Agreement.  Executive, the
Company and the Bank expressly declare and agree that this Agreement was
negotiated among them and that no provision or provisions of this Agreement are
intended to, or shall be deemed to, create any plan for purposes of the Employee
Retirement Income Security Act or any other law or regulation, and each party
expressly waives any right to assert the contrary.  Any assertion in
any judicial or administrative filing, hearing, or process that such a plan was
so created by this Agreement shall be deemed a material breach of this Agreement
by the party making such an assertion.

    


    21.           Amendments.  No amendments or
additions to this Agreement shall be binding unless made in writing and signed
by all of the parties, except as herein otherwise specifically
provided.

    


    22.           Applicable
Law.  Except to the
extent preempted by Federal law, the laws of the State of Missouri shall govern
this Agreement in all respects, whether as to its validity, construction,
capacity, performance or otherwise.

    


    23.           Severability.  The provisions of
this Agreement shall be deemed severable and the invalidity or unenforceability
of any provision shall not affect the validity or enforceability of the other
provisions hereof.

    


    24.           Headings.  Headings
contained herein are for convenience of reference only.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    25.           Entire
Agreement.  This Agreement,
together with any understanding or modifications thereof as agreed to in writing
by the parties, shall constitute the entire agreement among the parties hereto
with respect to the subject matter hereof, other than written agreements with
respect to specific plans, programs or arrangements described in Sections 5 and
6.

    


    26.           Required
Provisions.  In the event any of the foregoing provisions of
this Section 26 are in conflict with the terms of this Agreement, this Section
26 shall prevail.

    


    
      	
               
      

            	
              (a)

            	
              The
      Bank’s board of directors may terminate Executive’s employment at any
      time, but any termination by the Bank, other than termination for Cause,
      shall not prejudice Executive’s right to compensation or other benefits
      under this Agreement.  Executive shall not have the right to
      receive compensation or other benefits for any period after termination
      for Cause as defined in Section 11(d)
  hereinabove.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      Executive is suspended from office 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) of the Federal Deposit Insurance Act, 12
      U.S.C. §1818(e)(3) or (g)(1); the Bank’s obligations under this contract
      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 Executive all or part of
      the compensation withheld while their contract obligations were suspended;
      and (ii) reinstate (in whole or in part) any of the obligations which were
      suspended.

            


    

    


    
      	
               
      

            	
              (c)

            	
              If
      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)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or
      (g)(1), all obligations of the Bank under this contract shall terminate as
      of the effective date of the order, but vested rights of the contracting
      parties shall not be affected.

            


    

    


    
      	
               
      

            	
              (d)

            	
              If
      the Bank is in default as defined in Section 3(x)(1) of the Federal
      Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank
      under this contract shall terminate as of the date of default, but this
      paragraph shall not affect any vested rights of the contracting
      parties.

            


    

    


    
      	
               
      

            	
              (e)

            	
              All
      obligations under this contract shall be terminated, except to the extent
      determined that continuation of the contract is necessary for the
      continued operation of the Bank:  (i) by the Director of the OTS
      (or his designee), at the time the FDIC 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, 12 U.S.C.
      §1823(c); or (ii) by the Director of the OTS (or his designee) at the time
      the Director (or his designee) approves a supervisory merger to resolve
      problems related to the operations 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.

            


    

     

    
      
        
        

      

      
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              (f)

            	
              Any
      payments made to employees pursuant to this Agreement, or otherwise, are
      subject to and conditioned upon their compliance with 12 U.S.C.
      §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and
      Indemnification Payments.

            


    

    


    27.           Section 409A of the
Code.

    


    (a)           This
Agreement is intended to comply with the requirements of Section 409A of the
Code, and specifically, with the “short-term deferral exception” under Treasury
Regulation Section 1.409A-1(b)(4) and the “separation pay exception” under
Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be
administered in accordance with Section 409A of the Code.  If any
payment or benefit hereunder cannot be provided or made at the time specified
herein without incurring sanctions on Executive under Section 409A of the Code,
then such payment or benefit shall be provided in full at the earliest time
thereafter when such sanctions will not be imposed.  For purposes of
Section 409A of the Code, all payments to be made upon a termination of
employment under this Agreement may only be made upon a “separation from
service” (within the meaning of such term under Section 409A of the Code), each
payment made under this Agreement shall be treated as a separate payment, the
right to a series of installment payments under this Agreement (if any) is to be
treated as a right to a series of separate payments, and if a payment is not
made by the designated payment date under this Agreement, the payment shall be
made by December 31 of the calendar year in which the designated date
occurs.  To the extent that any payment provided for hereunder would
be subject to additional tax under Section 409A of the Code, or would cause the
administration of this Agreement to fail to satisfy the requirements of Section
409A of the Code, such provision shall be deemed null and void to the extent
permitted by applicable law, and any such amount shall be payable in accordance
with b. below.  In no event shall Executive, directly or indirectly,
designate the calendar year of payment.

    


    (b)           If
when separation from service occurs Executive is a “specified employee” within
the meaning of Section 409A of the Code, and if the cash severance payment under
Section 11(f)(i) or 12(b) of this Agreement would be considered deferred
compensation under Section 409A of the Code, and, finally, if an exemption from
the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not
available (i.e., the “short-term deferral exception” under Treasury Regulations
Section 1.409A-1(b)(4) or the “separation pay exception” under Treasury Section
1.409A-1(b)(9)(iii)), the Bank will make the maximum severance payment possible
in order to comply with an exception from the six month requirement and make any
remaining severance payment under Section 11(f)(i) or 12(b) of this Agreement to
Executive in a single lump sum without interest on the first payroll date that
occurs after the date that is six (6) months after the date on which Executive
separates from service.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (c)           If
(x) under the terms of the applicable policy or policies for the insurance or
other benefits specified in Section 11(f)(ii) or 12(b) of this Agreement it is
not possible to continue coverage for Executive and his dependents, or (y) when
a separation from service occurs Executive is a “specified employee” within the
meaning of Section 409A of the Code, and if any of the continued insurance
coverage or other benefits specified in Section 11(f)(ii) or 12(b) of this
Agreement would be considered deferred compensation under Section 409A of the
Code, and, finally, if an exemption from the six-month delay requirement of
Section 409A(a)(2)(B)(i) of the Code is not available for that particular
insurance or other benefit, the Bank shall pay to Executive in a single lump sum
an amount in cash equal to the present value of the Bank’s projected cost to
maintain that particular insurance benefit (and associated income tax gross-up
benefit, if applicable) had Executive’s employment not terminated, assuming
continued coverage for 36 months.  The lump-sum payment shall be made
thirty (30) days after employment termination or, if Section 27(b) applies, on
the first payroll date that occurs after the date that is six (6) months after
the date on which Executive separates from service.

    


    (d)           References
in this Agreement to Section 409A of the Code include rules, regulations, and
guidance of general application issued by the Department of the Treasury under
Internal Revenue Section 409A of the Code.

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the
parties hereto have executed this amended and restated Agreement on December 17,
2008.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	Attest:	 	LIBERTY BANCORP,
      INC.
	 	 	 
	 	 	 
	/s/ Cathy
      Trusler	 	By: /s/
      Daniel G. O’Dell
	 	 	 
	 	 	 
	Attest:	 	BANKLIBERTY
	 	 	 
	 	 	 
	/s/ Cathy
      Trusler	 	By: /s/
      Daniel G. O’Dell
	 	 	 
	 	 	 
	Witness:	 	EXECUTIVE
	 	 	 
	 	 	 
	/s/ Cathy
      Trusler	 	By: /s/
      Brent Giles
	 	 	
                                            Brent
      Giles

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    15