Exhibit 10.4


 


FIRST AMENDMENT TO


AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT


 


 


THIS FIRST AMENDMENT to the
AMENDED AND RESTATED CHANGE IN CONTROL
SEVERANCE AGREEMENT dated as of the 14th day of December 2007, among First Federal
Bancshares of Arkansas, Inc., a Texas corporation (the “Corporation”),
First Federal Bank, a federally chartered savings bank (the “Bank”), and                     
(the “Executive”) (the “Amended and Restated Agreement”).  The Corporation and the Bank are collectively
referred to as the “Employers”.


 


WITNESSETH


 


WHEREAS, the Employers desire
to amend the Amended and Restated Agreement in order to make changes to comply
with certain executive compensation restrictions imposed on the Corporation in
connection with its participation in the Capital Purchase Program (“CPP”) of
the U.S. Department of Treasury’s (the “Treasury”) Troubled Asset Relief
Program and specifically Section 111 of the Emergency Economic
Stabilization Act of 2008 (the “EESA”), as amended by Section 7001 of the
American Recovery and Reinvestment Act of 2009 (the “ARRA”).


 


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


 


1.                                       Section 18 of
the Amended and Restated Agreement shall become Section 19 and the
following new Section 18 added -


 


18.       Compliance with Troubled
Asset Purchase Program (“TARP”)


 


Notwithstanding any provision to the contrary
herein, during the period that any obligation arising from financial assistance
provided to the Corporation under the TARP remains outstanding pursuant to the
TARP Capital Purchase Program (“CPP”) (excluding any period in which the
Federal Government only holds warrants to purchase common stock of the
Corporation), Executive will not receive and will not be entitled to
receive any payment or compensation pursuant to this Agreement if the receipt
of such payment or compensation alone or when added to any other payment or
compensation received or to be received by Executive from the Corporation would
cause Executive to receive a “golden parachute payment” within the meaning of Section 111
of the Emergency Economic Stabilization Act of 2008 (the “EESA”), as amended by
Section 7001 of the American Recovery and Reinvestment Act of 2009 (the “ARRA”)
or any of the rules and regulations promulgated under the EESA or ARRA.
The Corporation and the Bank shall retain the exclusive and final authority,
without the consent of Executive, to cancel, reduce or otherwise eliminate any
compensation or other payments pursuant to this


 

















 


Agreement, including without limitation any
payments pursuant to Section 2 hereof, so as to comply with the EESA, as
amended by ARRA and the rules and regulations promulgated thereby, as
then in effect. Any compensation or other payments canceled, reduced or
eliminated pursuant to the preceding sentence, will be forever forfeited
by Executive and he shall not be entitled to or have any claim against the
Corporation and/or the Bank to receive such payments at anytime.


 


2.                                       Entire
Agreement and Waiver.  The Amended and
Restated Agreement, as amended by the First Amendment constitute the entire
agreement among the Parties and supersedes any prior understandings, agreements
or representations by or among the Parties, written or oral, with respect to
the subject matter of the Amended and Restated Agreement.


 


3.                                       Conflict
of Terms.  In the event of a conflict or
inconsistency between the terms, covenants, conditions and provisions of the
Amended and Restated Agreement and those of this First Amendment, the terms,
covenants, conditions and provisions of this First Amendment shall control and
govern the rights and obligations of the Parties.


 


4.                                       Ratification.  Except to the extent amended hereby or
inconsistent herewith, all of the terms, covenants, conditions and provisions
of the Amended and Restated Agreement shall remain in full force and effect,
and the Parties hereby acknowledge and confirm that the same are in full force
and effect.


 


 


IN WITNESS WHEREOF, this First Amendment has
been executed as of the date first above written.


 


	
  Attest:

  	
  FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  FIRST FEDERAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE