Exhibit 10.3


 


FIRST AMENDMENT TO


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


THIS FIRST
AMENDMENT to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of this 14th day of December, 2007, is between First
Federal Bancshares of Arkansas, Inc., a Texas chartered corporation (the “Corporation”),
First Federal Bank, a federally chartered savings bank and a wholly owned
subsidiary of the Corporation (the “Bank”), and                     
(the “Executive”) (the “Amended and Restated Agreement”).


 


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 20 of the
Amended and Restated Agreement shall become Section 21 and the
following new Section 20 added


 


                        20.                               Compliance
with the Troubled Asset Relief Program (“TARP”)


 


                        (i)                                  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 Sections 3 and 5 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.


 


                        (ii)                              Notwithstanding
any provision to the contrary herein, Executive shall make prompt and immediate
repayment to the Corporation or the Bank, as the case may be, of the full
amount of any payment made or credited to Executive under this Agreement during
the period that any obligation arising from financial assistance provided to
the Corporation under the TARP remains outstanding pursuant to the CPP
(excluding any period in which the Federal Government only holds warrants to
purchase common stock of the Corporation) or any  other TARP program
involving the Corporation and/or the Bank where such entity received financial
assistance provided under TARP, if such compensation or other payment(s) are
determined at any time by the Corporation and/or the Bank or their federal bank
regulator to have been: (i) calculated or based on materially inaccurate
financial statements or any other materially inaccurate performance metric
criteria or (ii) compensation or payments that are incentive,
retention or bonus compensation that is not permitted by EESA, as amended
by ARRA or the rules and regulations promulgated thereunder. The
Corporation shall retain the exclusive and final authority as to all such
determinations under this subparagraph (ii), so as to ensure compliance with
applicable requirements of EESA, as amended by ARRA and the rules and
regulations as are promulgated thereby, as then in effect. Any compensation or
other payments returned to the Corporation or the Bank pursuant to the
preceding sentence shall be forever forfeited by Executive and [he] shall not be entitled to or have any claim against
the Corporation and/or the Bank for repayment or return of any such amounts
repaid by Executive at anytime.


 


2.                                       Entire
Agreement and Waiver.  The Amended and
Restated Agreement, as amended by this 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, conditions and provisions of the Amended and
Restated Agreement and those of this First Amendment, the terms, 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, 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