Filed by Bowne Pure Compliance



 




EXHIBIT 10.3




ViewPoint Bank has entered into the attached form of severance agreement with the following
officers:



	 	 	 	 	 	 	 
	Employee	 	Position	 	Term	 	Payment
	Mark E. Hord

	 	EVP
	 	27 months, 2 days
	 	18 months
	Pathie E. McKee

	 	EVP
	 	27 months, 2 days
	 	18 months
	James C. Parks

	 	EVP
	 	27 months, 2 days
	 	18 months
	Rick M. Robertson

	 	EVP
	 	27 months, 2 days
	 	18 months






SEVERANCE AGREEMENT




THIS SEVERANCE AGREEMENT (the “Agreement”) is made and entered into this 29th day of September
2007, by and between ViewPoint Bank (the “Bank”), and
 _____ 
(the “Employee”).



WHEREAS, the Employee is serving as ________________of the Bank;




WHEREAS, the parties desire to enter into this Severance Agreement (“Agreement”) setting forth
the terms and conditions of the severance relationship which may arise under certain defined
circumstances between the Bank and the Employee at some future date;



WHEREAS, the Compensation Committee of the Board of Directors of the Bank believes it is in
the best interests of the Bank to enter into this Agreement with the Employee in order to afford
the Employee protection against termination of employment due to a change in control of the Bank.
The Compensation Committee believes such protection is necessary and appropriate to induce the
Employee to remain in his or her position;



WHEREAS, this Agreement is not intended to apply to the severance relationship between the
Bank and the Employee where no change in control of the Bank has occurred, which situation will
continue to be governed by the Bank’s employee manual;



WHEREAS, the Compensation Committee of the Board of Directors of the Bank has approved and
authorized the execution of this Agreement with the Employee and such approval is set forth in the
minutes of the meeting of the Compensation Committee of the Board of Directors;



NOW THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements of the parties herein, it is AGREED as follows:




1. Definitions.



The term “Cause” shall mean the Employee’s personal dishonesty, incompetence, willful
misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule, or regulation (other than traffic violations or
similar offenses) or final cease and desist order, or material breach of any provision of this
Agreement.


 


 









 





The term “Involuntary Termination” shall mean (i) termination of employment of the Employee
without Cause such that the Employee is no longer employed by the Bank or any affiliate thereof;
(ii) a reduction of 10% or more in the amount of the Employee’s base salary compared to the amount
of Employee’s base salary as of the date of this Agreement; (iii) a material adverse change in the
Employee’s benefits, contingent benefits or vacation, other than as part of an overall program
applied uniformly and with equitable effect on all senior officers of the Bank; (iv) a requirement
that the Employee perform services principally at a location more than 50 miles from Plano, Texas;
or (v) a material demotion of the Employee, including, but not limited to, a material diminution of
the Employee’s title, duties or responsibilities.




The term “Change in Control” means any of the following events:



(a) any third person, including a “group” as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, becomes the beneficial owner of shares of the Bank or the Company with
respect to which 25% or more of the total number of votes for the election of the Board may be
cast;



(b) as a result of, or in connection with, any cash tender offer, merger or other business
combination, sale of assets or contested election, or combination of the foregoing, the persons who
were directors of the Bank or the Company shall cease to constitute a majority of the Board of the
Bank or the Company, respectively; or



(c) the stockholders of the Company approve an agreement providing either for a transaction in
which the Company will cease to be an independent publicly owned corporation or for a sale or other
disposition of all or substantially all the assets of the Company.




The term “person” refers to an individual, corporation, company or other entity.




The term “Company” shall mean ViewPoint Financial Group.




2. Change in Control.



If there is a Change in Control of the Bank or of the Company during the term of this
Agreement, Employee shall be entitled to a severance payment in the event the Employee suffers an
Involuntary Termination in connection with or within 12 months after the Change in Control, unless
such termination is for Cause. The amount of such severance payment shall equal eighteen (18)
months of Employee’s then current salary.




3. Reduction of Compensation and Benefits.



Notwithstanding any other provision of this Agreement, if amounts and the value of benefits
under this Agreement, together with any other amounts and the value of benefits received or to be
received by the Employee in connection with a Change in Control would cause any amount to be nondeductible by the Bank or any of its affiliates for federal income tax
purposes pursuant to or by reason of Section 280G of the Internal Revenue Code of 1986, as amended
(the “Code”), then benefits under this Agreement shall be reduced (not less than zero) to the
extent necessary so as to maximize amounts and the value of benefits to the Employee without
causing any amount to become nondeductible by the Bank or any of its affiliates pursuant to or by
reason of such Section 280G. The Employee shall determine the allocation of such reduction among
payments and benefits to the Employee.


 


 









 





4. Notice of Involuntary Termination.



In the event that the Employee determines in good faith that he or she has experienced an
Involuntary Termination, the Employee shall send a written notice to the Bank stating the
circumstances that constitute such Involuntary Termination and the date of such Involuntary
Termination.




5. Term of this Agreement.




The term of this Agreement shall extend until December 31, 2009.




6. Attorneys Fees.



In the event the Bank or any subsidiary thereof purports to terminate the employment of the
Employee for Cause, but it is determined by a court of competent jurisdiction or by an arbitrator
pursuant to Section 14 of this Agreement that Cause did not exist for such termination, or if in
any event it is determined by any such court or arbitrator that the Bank has failed to make timely
payment of any amounts owed to the Employee under this Agreement, the Employee shall be entitled to
reimbursement for all reasonable costs, including attorneys’ fees, incurred in challenging such
termination or collecting such amounts. Such reimbursement shall be in addition to all rights to
which the Employee is otherwise entitled under this Agreement.




7. Successors and Assigns.



This Agreement is personal to each of the parties hereto, and neither party may assign or
delegate any of its rights or obligations hereunder without first obtaining the written consent of
the other party in the other party’s sole discretion; provided, however, that the Bank may assign
or delegate its rights or obligations hereunder without the Employee’s consent if the successor or
assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) by an
assumption agreement expressly assumes and agrees to perform this Agreement in the same manner and
to the same extent that the Bank, as applicable, would be required to perform it if no such
succession or assignment had taken place.



This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be
enforceable by the Employee’s personal and legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.


 


 









 






8. Regulatory Provisions.



(1) Temporary Suspension or Prohibition. If the Employee 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 (g)(1) of the Federal Deposit Insurance Act (the “FDIA”), 12 U.S.C. §
18l8(e)(3) and (g)(1), the Company’s and 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 Employee all or part of the
compensation withheld while its obligations under this Agreement were suspended and (ii) reinstate
in whole or in part any of its obligations which were suspended.



(2) Permanent Suspension or Prohibition. If the Employee 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 (g)(1) of the FDIA, 12 U.S.C. § 18l8(e)(4) and (g)(1), all obligations of the Company
and 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.



(3) Default of the Bank. If the Bank is in default (as defined in Section 3(x)(1) of
the FDIA), all obligations under this Agreement shall terminate as of the date of default, but this
provision shall not affect any vested rights of the contracting parties.



(4) Termination by Regulators. All obligations under this Agreement shall be
terminated, except to the extent 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 12(c) of the FDIA; or (ii) by the Director of his or her designee, at the time the
Director or his or her designee approves a supervisory merger to resolve problems related to
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
any such action.



(5) Prohibited Payments. Any payments made to the Employee pursuant to this Agreement,
or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and any
regulations promulgated thereunder.




9. Notices.



For the purposes of this Agreement, notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when personally delivered
or sent by certified mail, return receipt requested, postage prepaid, to the Bank’s Chairman of the
Board, or, if to the Employee, to such home or other address as the Employee has most recently
provided in writing to the Bank.


 


 









 






10. Amendments.



No amendments or additions to this Agreement shall be binding unless in writing and signed by
both parties.




11. Headings.



The headings used in this Agreement are included solely for convenience and shall not affect,
or be used in connection with, the interpretation of this Agreement.




12. 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.




13. Governing Law.




This Agreement shall be governed by the laws of the State of Texas.




14. Arbitration.



Any dispute or controversy arising under or in connection with this Agreement, including but
not limited to whether the Employee was properly terminated for Cause, shall be settled exclusively
by arbitration in accordance with the rules of the American Arbitration Association then in effect.
Judgment may be entered on the arbitrator’s award in any court having jurisdiction.



IN WITNESS WHEREOF, the parties have executed this Agreement as of this day and year first
above written.




THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.



VIEWPOINT BANK
 



 




EMPLOYEE