First Federal Bancshares of Arkansas Inc Sample Contracts

CHANGE IN CONTROL SEVERANCE AGREEMENT (amended)
Change in Control Severance Agreement • March 10th, 2017 • Bear State Financial, Inc. • State commercial banks • Arkansas

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) was originally made and entered into effective as of the 1st day of May, 2016 (the “Effective Date”), by and among Bear State Financial, Inc., an Arkansas corporation (the “Company”), Bear State Bank, an Arkansas state bank and a wholly-owned subsidiary of the Company (the “Bank”), and Sherri Billings (the “Executive”) and is amended effective as of February 15, 2017 (the “Amendment Date”).

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INVESTMENT AGREEMENT dated as of January 27, 2011 by and among FIRST FEDERAL BANCSHARES OF ARKANSAS, INC., FIRST FEDERAL BANK and BEAR STATE FINANCIAL HOLDINGS, LLC
Investment Agreement • January 28th, 2011 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • New York

THIS INVESTMENT AGREEMENT, dated as of January 27, 2011 (this “Agreement”), is made by and among First Federal Bancshares of Arkansas, Inc., a Texas corporation (the “Company”), First Federal Bank, a federally chartered stock savings and loan association and wholly-owned subsidiary of the Company (the “Bank”), and Bear State Financial Holdings, LLC, an Arkansas limited liability company (the “Investor”). Except as otherwise specifically provided in this Agreement, all share amounts in this Agreement reflect the completion of the Reverse Stock Split described in Section 3.4(b) of this Agreement.

Contract
Employment Agreement • December 20th, 2007 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 28th, 2013 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into this ___ day of ________, 2013 by and among First Federal Bancshares of Arkansas, Inc. (the “Company”), an Arkansas corporation, and Bear State Financial Holdings, LLC, an Arkansas limited liability company (“Bear State”) and each of the undersigned signatories (each of Bear State Financial Holdings, LLC and the undersigned signatories individually, a “Holder” and collectively, the “Holders”).

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • November 20th, 2015 • Bear State Financial, Inc. • National commercial banks • Arkansas

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") is made and entered into as of the 18th day of November, 2015 (the "Effective Date"), by and among Bear State Bank ("Bank"), a national bank and a wholly-owned subsidiary of Bear State Financial, Inc., a bank holding company ("Company"), and Tom Fritsche (the "Executive").

AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • December 20th, 2007 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas

THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT is dated this 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 Allen Ross Mallioux (the "Executive"). The Corporation and the Bank are collectively referred to as the "Employers".

IRREVOCABLE PROXY AND VOTING AGREEMENT
Irrevocable Proxy and Voting Agreement • August 27th, 2013 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas

This IRREVOCABLE PROXY AND VOTING AGREEMENT (this “Agreement”), dated as of July 1, 2013, is entered into by and among First Federal Bancshares of Arkansas, Inc., an Arkansas corporation (“Parent”), and John H. Hendrix (the “Majority Shareholder”). Capitalized terms used but not separately defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2003 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas

EMPLOYMENT AGREEMENT, dated this 25th day of April 2002, between First Federal Bancshares of Arkansas, Inc., a Texas chartered corporation (the “Corporation”), First Federal Bank of Arkansas, FA, a federally chartered savings and loan association and a wholly owned subsidiary of the Corporation (the “Association”), and Sherri Billings (the “Executive”).

Contract
First Federal Bancshares of Arkansas Inc • August 27th, 2013 • Savings institution, federally chartered • Arkansas

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS WARRANT OR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH WARRANT OR SHARES OF COMMON STOCK, AS APPLICABLE, UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF SHAREHOLDER’S COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.

SUBSCRIPTION AGREEMENT FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.
Subscription Agreement • August 28th, 2013 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas

This Subscription Agreement (this “Subscription Agreement”) is made as of this 23rd day of August, 2013, by and between First Federal Bancshares of Arkansas, Inc., an Arkansas corporation (the “Corporation”), and Bear State Financial Holdings, LLC, an Arkansas limited liability company (the “Subscriber”), subscribing to purchase shares of common stock, par value $0.01 per share (the “Shares”), of the Corporation, for a subscription price of $7.90 per share (the “Subscription Price”).

STOCK PURCHASE AGREEMENT dated as of June 22, 2015 by and between MARSHFIELD INVESTMENT COMPANY, and BEAR STATE FINANCIAL, INC. relating to the purchase and sale of 100% of the Common Stock of METROPOLITAN NATIONAL BANK
Stock Purchase Agreement • June 25th, 2015 • Bear State Financial, Inc. • Savings institution, federally chartered • Arkansas

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 22, 2015, is entered into by and between MARSHFIELD INVESTMENT COMPANY, a Missouri corporation (sometimes referred to as either the “Parent” or the “Seller”) and BEAR STATE FINANCIAL, INC., an Arkansas corporation (“Buyer”).

AGREEMENT AND PLAN OF REORGANIZATION among ARVEST BANK, ARVEST ACQUISITION SUB, INC., BEAR STATE FINANCIAL, INC., and BEAR STATE BANK Dated as of August 22, 2017
Agreement and Plan of Reorganization • August 25th, 2017 • Bear State Financial, Inc. • State commercial banks • Arkansas

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of August 22, 2017, by and among Arvest Bank, an Arkansas banking corporation (“Arvest”), Arvest Acquisition Sub, Inc., an Arkansas corporation and a wholly-owned subsidiary of Arvest (“Acquisition”), Bear State Financial, Inc., an Arkansas corporation (“Bear State”), and Bear State Bank, an Arkansas banking corporation and a wholly-owned subsidiary of Bear State (the “Bank”).

LETTERHEAD OF INVESTOR] July __, 2013
Letter Agreement • July 3rd, 2013 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas

This letter agreement sets forth the commitment of the undersigned investor (the “Investor”), subject to the terms and conditions contained herein, to purchase certain securities of First Federal Bancshares of Arkansas, Inc., an Arkansas corporation (“First Federal”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 6th, 2009 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered

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”).

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • May 3rd, 2006 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is dated this 24th day of January 2006, among First Federal Bancshares of Arkansas, Inc., a Texas corporation (the “Corporation”), First Federal Bank of Arkansas, FA, a federally chartered savings and loan association (the “Association”), and Jeffrey Brandt (the “Executive”). The Corporation and the Association are collectively referred to as the “Employers”.

FIRST AMENDMENT TO AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Control Severance Agreement • March 6th, 2009 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered

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”.

TERMINATION OF AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT AND RELEASE
Change in Control Severance Agreement and Release • May 3rd, 2011 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered

THIS TERMINATION OF AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT AND RELEASE (this “Agreement”) is entered into as of this day of , 2011 by and among First Federal Bancshares of Arkansas, Inc., a Texas corporation (the “Company”), First Federal Bank, a federally chartered savings bank (the “Bank”) and (the “Executive”). Capitalized terms used in this Agreement without definition will have the meaning assigned to such terms in that certain Investment Agreement dated as of January 27, 2011 by and among the Company, the Bank and Bear State Financial Holdings, LLC, an Arkansas limited liability company (the “Investment Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 1st, 2015 • Bear State Financial, Inc. • Savings institution, federally chartered • Arkansas

Bear State Bank ("Bank"), a national bank and a wholly-owned subsidiary of Bear State Financial, Inc., a bank holding company ("Company") and Mark A. McFatridge ("Executive") make and enter into this Employment Agreement ("Agreement"), as of October 1, 2015 to be effective as of the Effective Date.

FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. 2011 OMNIBUS INCENTIVE PLAN.
First Federal Bancshares of Arkansas Inc • April 29th, 2011 • Savings institution, federally chartered
EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2007 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas

EMPLOYMENT AGREEMENT, dated this 3rd day of May 1996, between First Federal Bancshares of Arkansas, Inc., a Texas chartered corporation (the “Corporation”), First Federal Bank of Arkansas, FA, a federally chartered savings and loan association and a wholly owned subsidiary of the Corporation (the “Association”), and Larry J. Brandt (the “Executive”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. AND FIRST NATIONAL SECURITY COMPANY DATED AS OF JULY 1, 2013
Agreement and Plan of Merger • July 3rd, 2013 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 1, 2013, is entered into by and between First Federal Bancshares of Arkansas, Inc., an Arkansas corporation (“Parent”), and First National Security Company, an Arkansas corporation (the “Company”) (each, a “Party,” and together, the “Parties”).

SEPARATION AGREEMENT
Separation Agreement • January 19th, 2017 • Bear State Financial, Inc. • State commercial banks • Arkansas

This Separation Agreement (the “Agreement”) is made and entered into between Bear State Bank (the “Bank”), an Arkansas state banking corporation and a wholly-owned subsidiary of Bear State Financial, Inc. (the “Company”) (collectively, the “Employer”) and Mark A. McFatridge (the “Executive”). The Company and the Executive are referred to herein as the “parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in that certain Employment Agreement dated as of October 1, 2015 by and between the Employer and the Executive (the “Employment Agreement”).

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CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • March 15th, 2007 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • Arkansas

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is dated this 25th day of January 2002, among First Federal Bancshares of Arkansas, Inc., a Texas corporation (the “Corporation”), First Federal Bank of Arkansas, FA, a federally chartered savings and loan association (the “Association”), and Allen Ross Mallioux (the “Executive”). The Corporation and the Association are collectively referred to as the “Employers”.

AMENDMENT NO. 1 TO INVESTMENT AGREEMENT
Investment Agreement • April 21st, 2011 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered • New York

THIS AMENDMENT NO. 1 TO INVESTMENT AGREEMENT, dated as of April 20, 2011 (this “Amendment”), is made by and among First Federal Bancshares of Arkansas, Inc., a Texas corporation (the “Company”), First Federal Bank, a federally chartered stock savings and loan association and wholly-owned subsidiary of the Company (the “Bank”), and Bear State Financial Holdings, LLC, an Arkansas limited liability company (the “Investor”).

UNITED STATES DEPARTMENT OF THE TREASURY Washington, D.C. 20220 March 6, 2009
First Federal Bancshares of Arkansas Inc • March 6th, 2009 • Savings institution, federally chartered

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

FORM OF VOTING AGREEMENT IRREVOCABLE PROXY AND VOTING AGREEMENT
Irrevocable Proxy and Voting Agreement • June 25th, 2015 • Bear State Financial, Inc. • Savings institution, federally chartered • Arkansas

This IRREVOCABLE PROXY AND VOTING AGREEMENT (this “Agreement”), dated as of [_________], 2015, is entered into by and among Bear State Financial, Inc., an Arkansas corporation (“Buyer”), and [_________] (the “Shareholder”). Capitalized terms used but not separately defined herein shall have the meanings assigned to such terms in the Stock Purchase Agreement (as defined below).

TERMINATION OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT AND RELEASE
Employment Agreement and Release • May 3rd, 2011 • First Federal Bancshares of Arkansas Inc • Savings institution, federally chartered

THIS TERMINATION OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT AND RELEASE (this “Agreement”) is entered into as of this day of , 2011 by and among First Federal Bancshares of Arkansas, Inc., a Texas corporation (the “Company”), First Federal Bank, a federally chartered savings bank (the “Bank”) and (the “Executive”). Capitalized terms used in this Agreement without definition will have the meaning assigned to such terms in that certain Investment Agreement dated as of January 27, 2011 by and among the Company, the Bank and Bear State Financial Holdings, LLC, an Arkansas limited liability company (the “Investment Agreement”).

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