Hcb Bancshares Inc Sample Contracts

Hcb Bancshares Inc – PRESS RELEASE (August 18th, 2004)

PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- For More Information Contact: Charles T. Black (870) 836-6841 HCB BANCSHARES, INC. ANNOUNCES RECEIPT OF OTS APPROVAL OF SHARE ACQUISITION Camden, Arkansas, August 17, 2004, - HCB Bancshares, Inc., (Nasdaq: HCBB) (the "Company"), has received a copy of the approval order dated August 16, 2004 issued by the Office of Thrift Supervision approving the acquisition of the Company by Rock Bancshares, Inc. as contemplated by the Agreement of Acquisition dated as of January 13, 2004, between the Company and Rock Bancshares (the "Agreement.") The Agreement provides that all of the common stock of the Company will be acquired by Rock Bancshares in a share acquisition

Hcb Bancshares Inc – PRESS RELEASE (August 18th, 2004)

PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- For More Information Contact: Charles T. Black (870) 836-6841 HCB BANCSHARES, INC. ANNOUNCES RECEIPT OF OTS APPROVAL OF SHARE ACQUISITION Camden, Arkansas, August 17, 2004, - HCB Bancshares, Inc., (Nasdaq: HCBB) (the "Company"), has received a copy of the approval order dated August 16, 2004 issued by the Office of Thrift Supervision approving the acquisition of the Company by Rock Bancshares, Inc. as contemplated by the Agreement of Acquisition dated as of January 13, 2004, between the Company and Rock Bancshares (the "Agreement.") The Agreement provides that all of the common stock of the Company will be acquired by Rock Bancshares in a share acquisition

Hcb Bancshares Inc – PRESS RELEASE (August 12th, 2004)

1 Exhibit 99 Press Release 2 PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- For More Information Contact: Charles T. Black (870) 836-6841 HCB BANCSHARES, INC. ANNOUNCES THAT OTS APPROVAL OF SHARE ACQUISITION IS EXPECTED SHORTLY Camden, Arkansas, August 12, 2004, - HCB Bancshares, Inc., (Nasdaq: HCBB) (the "Company"), has been advised by Rock Bancshares that based on conversations by and among its officers, counsel to Rock Bancshares and the staff of the Office of Thrift Supervision (the "OTS") it is expected that the OTS would be shortly (within the next ten days) approving the acquisition contemplated by the Agreement of Acquisition dated as of

Hcb Bancshares Inc – PRESS RELEASE (July 9th, 2004)

1 EXHIBIT 99 2 PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- For More Information Contact: Charles T. Black (870) 836-6841 HCB BANCSHARES, INC. ANNOUNCES SHAREHOLDER APPROVAL OF SHARE ACQUISITION Camden, Arkansas, July 8, 2004, - HCB Bancshares, Inc., (Nasdaq: HCBB) (the "Company"), held a special meeting of its shareholders on July 8, 2004. At the meeting, the shareholders of the Company approved and adopted the Agreement of Acquisition between the Company and Rock Bancshares, Inc., dated as of January 13, 2004 (the "Agreement"). The Agreement provides that all of the common stock of the Company will be acquired by Rock Bancshares i

Hcb Bancshares Inc – AGREEMENT OF ACQUISITION (January 16th, 2004)

EXHIBIT 2 AGREEMENT OF ACQUISITION THIS AGREEMENT OF ACQUISITION ("AGREEMENT"), is made as of the 13th day of January, 2004, by and between Rock Bancshares, Inc., an Arkansas corporation ("RBI") and HCB Bancshares, Inc., an Oklahoma corporation ("HCB"). ARTICLE I RECITALS Section 1.01 RBI. RBI has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Arkansas, with its principal executive offices located in Little Rock, Arkansas. Section 1.02 HCB. HCB has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Oklahoma, with its principal executive offices located in Camden, Arkansas. HCB is registered as a savings and loan holding company with the Office of Thrift Supervision

Hcb Bancshares Inc – PRESS RELEASE FOR IMMEDIATE RELEASE (January 16th, 2004)

EXHIBIT 99 [HCB BANCSHARES, INC. LOGO] PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Charles T. Black Chairman of the Board President & Chief Executive Officer HCB Bancshares, Inc. P.O. Box 878 Camden, Arkansas 71701-0878 (870) 836-6841 HCB BANCSHARES, INC. TO SELL 100% OF ITS STOCK TO ROCK BANCSHARES, INC. CAMDEN, ARKANSAS (January 14, 2004) - HCB Bancshares, Inc. (NASDAQ: HCBB), Camden, Arkansas ("HCB"), announced today the execution of a definitive agreement providing for the acquisition of HCB by Rock Bancshares, Inc. ("RBI"). The acquisition has been structured as a share

Hcb Bancshares Inc – AMENDED AND RESTATED CHANGE-IN-CONTROL PROTECTIVE AGREEMENT (December 1st, 2003)

Exhibit 10.6(a) AMENDED AND RESTATED CHANGE-IN-CONTROL PROTECTIVE AGREEMENT ----------------------------------------------------------- THIS AGREEMENT entered into this 1st day of October, 2003, by and between HEARTLAND Community Bank (the "Company") and Scott A. Swain (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Company deems it to be in its best interest to enter into this Agreement in order to provide the Employee with security in the event of a Change in Control of the Company, and thereby to facilitate his retention and ensure an orderly transition following a Change in Control; and WHEREAS, the parties desire by this writing to set forth their understanding as to their respective rights and obligations in the event a Change in Control occurs with respect to the Company. NOW, THEREFORE, the undersigned

Hcb Bancshares Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (December 1st, 2003)

Exhibit 10.7(b) AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- THIS AGREEMENT is entered into this 1st day of October, 2003, by and between HCB Bancshares, Inc. (the "Company") and Charles T. Black (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has heretofore been employed by HEARTLAND Community Bank (the "Bank") as its President and Chief Executive Officer, is experienced in all phases of the business of the Bank, and has become the President and Chief Executive Officer of the Company; and WHEREAS, the Board of Directors (the "Board") of the Company believes it is in the best interests of the Company to enter into this Agreement with the Employee in order to assure continuity of management of the Bank and the Company,

Hcb Bancshares Inc – EMPLOYMENT AGREEMENT (December 1st, 2003)

Exhibit 10.3(a) EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT entered into this 15th day of February, 2001, by and between HEARTLAND Community Bank (the "Bank") and Vida H. Lampkin (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has heretofore been employed by the Bank as its Chairman of the Board and is experienced in all phases of the business of the Bank; and WHEREAS, 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 assure continuity of management of the Bank and to reinforce and encourage the continued attention and dedication of the Employee to her assigned duties; and WHEREAS, the parties desire by this writing to set forth the continuing emp

Hcb Bancshares Inc – EMPLOYMENT AGREEMENT (December 1st, 2003)

Exhibit 10.3(b) EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is entered into this 17th day of February, 2000, by and between HCB Bancshares, Inc. (the "Company") and Vida H. Lampkin (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has heretofore been employed by HEARTLAND Community Bank (the "Bank") as its Chairman of the Board, is experienced in all phases of the business of the Bank, and has become the Chairman of the Board of the Company; and WHEREAS, the Board of Directors (the "Board") of the Company believes it is in the best interests of the Company to enter into this Agreement with the Employee in order to assure continuity of management of the Bank and the Company, and to reinforce and encourage the continued attent

Hcb Bancshares Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (December 1st, 2003)

Exhibit 10.7(a) AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- THIS AGREEMENT entered into this 1st of October, 2003, by and between HEARTLAND Community Bank (the "Bank") and Charles T. Black (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has heretofore been employed by the Bank as its President and Chief Executive Officer and is experienced in all phases of the business of the Bank; and WHEREAS, 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 assure continuity of management of the Bank and to reinforce and encourage the continued attention and dedication of the Employee to his assigned duties; and WHEREAS, the parties desire by this w

Hcb Bancshares Inc – AMENDED AND RESTATED CHANGE-IN-CONTROL PROTECTIVE AGREEMENT (December 1st, 2003)

Exhibit 10.6(b) AMENDED AND RESTATED CHANGE-IN-CONTROL PROTECTIVE AGREEMENT ----------------------------------------------------------- THIS AGREEMENT entered into this 1st day of October, 2003, by and between HCB BANCSHARES, INC. (the "Company") and SCOTT A. SWAIN (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Company deems it to be in its best interest to enter into this Agreement in order to provide the Employee with security in the event of a Change in Control of the Company, and thereby to facilitate his retention and ensure an orderly transition following a Change in Control; and WHEREAS, the parties desire by this writing to set forth their understanding as to their respective rights and obligations in the event a Change in Control occurs with respect to the Company. NOW, THEREFORE, the undersigned parties AG

Hcb Bancshares Inc – NEWS RELEASE (August 13th, 2003)

NEWS RELEASE HCB BANCSHARES, INC. CONTACT: CHARLES T. BLACK TELEPHONE: 870.836.6841 FACSIMILE: 870.836.2122 FOR IMMEDIATE RELEASE --------------------- HCB BANCSHARES, INC. RELEASES 06-30-03 EARNINGS CAMDEN, ARKANSAS (August 12, 2003) HCB Bancshares, Inc. (the "Company") reported net income of approximately $167,000, or 11 cents per basic share and 10 cents per diluted share, for the quarter ended June 30, 2003, according to Charles T. Black, President and Chief Executive Officer. Net income for the same quarter last year was $146,000, or 12 cents per basic share and 12 cents per diluted share. For the fiscal year ended June 30, 2003 the Company reported net income of $1,061,000, or 78 cents pe

Hcb Bancshares Inc – PRESS RELEASE FOR IMMEDIATE RELEASE (February 11th, 2003)

PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- Contact: Vida H. Lampkin Telephone No.: 870.836.6841 Facsimile No.: 870.836.7125 February 7, 2003 HCB Bancshares, Inc. ANNOUNCES RETIREMENT Camden, Arkansas, February 7, 2003. HCB Bancshares, Inc. (Nasdaq Small Cap: HCBB) announced today that Cameron D. McKeel retired from the Board of Directors effective February 7, 2003, and will retire as President and Chief Executive Officer effective February 17, 2003. Mr. McKeel has worked for the Company since May, 1996 and served as its President and Chief Executive Officer since 1999. Mr. McKeel has been a banker

Hcb Bancshares Inc – EMPLOYMENT AGREEMENT (September 26th, 2002)

EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is entered into this 20th day of June, 2002, by and between HCB Bancshares, Inc. (the "Company") and Charles T. Black (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has heretofore been employed by HEARTLAND Community Bank (the "Bank") as its Senior Vice President Chief Lending Officer, is experienced in all phases of the business of the Bank, and has become the Senior Vice President Chief Lending Officer of the Company; and WHEREAS, the Board of Directors (the "Board") of the Company believes it is in the best interests of the Company to enter into this Agreement with the Employee in order to assure continuity of management of the Bank and the Company, and to reinforce and encourage the continued attention and dedication of the Employee to his assigned duti

Hcb Bancshares Inc – EMPLOYMENT AGREEMENT (September 26th, 2002)

EMPLOYMENT AGREEMENT THIS AGREEMENT entered into this 20th day of June 2002, by and between HEARTLAND Community Bank (the "Bank") and Charles T. Black (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has heretofore been employed by the Bank as its Senior Vice President Chief Lending Officer and is experienced in all phases of the business of the Bank; and WHEREAS, 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 assure continuity of management of the Bank and to reinforce and encourage the continued attention and dedication of the Employee to his assigned duties; and WHEREAS, the parties desire by this writing to set forth the continuing employment relationship of the Bank and the Employee. NOW, THEREFORE, it is AGREED as follows: 1. Def

Hcb Bancshares Inc – PRESS RELEASE FOR IMMEDIATE RELEASE (August 26th, 2002)

PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- Contact: Cameron D. McKeel Telephone No.: 870.836.6841 Facsimile No.: 870.836.2122 August 22, 2002 HCB BANCSHARES, INC. ANNOUNCES NEW STOCK REPURCHASE PROGRAM Camden, Arkansas... HCB Bancshares, Inc. (NASDAQSC: HCBB), announced today that it is commencing a stock repurchase program to acquire up to 75,171 shares of HCB Bancshares' common stock, which represents approximately 5% of the outstanding common stock. The program will be dependent upon market conditions and there is no guarantee as to the exact number of shares to be repurchased by HCB Bancshares. The

Hcb Bancshares Inc – PRESS RELEASE FOR IMMEDIATE RELEASE (April 26th, 2002)

PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- Contact: Cameron D. McKeel Telephone No.: 870.836.6841 Facsimile No.: 870.836.2122 April 19, 2002 HCB BANCSHARES, INC. ANNOUNCES STOCK REPURCHASE PROGRAM Camden, Arkansas ... HCB Bancshares, Inc. (NASDAQSC: HCBB), announced today that it is commencing a stock repurchase program to acquire up to 79,218 shares of HCB Bancshares' common stock, which represents approximately 5% of the outstanding common stock. The program will be dependent upon market conditions and there is no guarantee as to the exact number of shares to be repurchased by HCB Bancshares. Cameron D. McKeel, President of HCB Bancsha

Hcb Bancshares Inc – BRANCH PURCHASE AND ASSUMPTION AGREEMENT (March 15th, 2002)

================================================================================ BRANCH PURCHASE AND ASSUMPTION AGREEMENT between SIMMONS FIRST BANK of SOUTH ARKANSAS and HEARTLAND COMMUNITY BANK - MONTICELLO FACILITIES - MARCH 7, 2002 ================================================================================ TABLE OF CONTENTS ----------------- Page ARTICLE ONE - PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES................................................................1 Section 1.01. Purchase of Assets.................................1 (a) Books and Records....

Hcb Bancshares Inc – STANDSTILL AGREEMENT (September 5th, 2001)

STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT ("Agreement"), dated the 29th day of August, 2001, is made by and between HCB Bancshares, Inc., an Oklahoma corporation ("HCBB"), on the one hand, and Stilwell Value Partners IV, L.P., Stilwell Associates, L.P., Stilwell Value LLC, and Joseph Stilwell, (collectively, the "Stilwell Group"), and _________________ ("Stilwell Director") on the other. WHEREAS, HCBB, the Stilwell Group and the Stilwell Director have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described. NOW, THEREFORE, in consideration of the premises and the representations, warranties, and agreements contained herein, and other good and valuable consideration, the parties hereto mutually agree as follows: 1. Representations and Warranties of Stilwell Group. The Stilwell Group -------------------------------------------------- hereby

Hcb Bancshares Inc – PRESS RELEASE FOR IMMEDIATE RELEASE (September 5th, 2001)

PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- For More Information Contact: Cameron D. McKeel (870) 836-6841 August 29,2001 HCB BANCSHARES, INC. ANNOUNCES AGREEMENT WITH MAJOR STOCKHOLDER HCB Bancshares, Inc. (the "Company"), headquartered in Camden, Arkansas, announced today that it has entered into an agreement with Stilwell Value Partners, L.P., Stilwell Associates, L.P., Stilwell Value LLC and Joseph Stilwell (collectively, the "Stilwell Group"), who own 6.9 % of the Company's outstanding common stock. Under the agreement, HCB Bancshares agreed to expand its Board of Directors by one member and to appoint

Hcb Bancshares Inc – CHANGE-IN-CONTROL PROTECTIVE AGREEMENT (February 14th, 2001)

CHANGE-IN-CONTROL PROTECTIVE AGREEMENT -------------------------------------- THIS AGREEMENT entered into this 23rd day of February, 1999, by and between HCB BANCSHARES, INC. (the "Company") and SCOTT A. SWAIN (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has recently been hired by the Company as an officer, and the Company deems it to be in its best interest to enter into this Agreement in order to provide the Employee with security in the event of a Change in Control of the Company, and thereby to facilitate his retention and ensure an orderly transition following a Change in Control; and WHEREAS, the parties desire by this writing to set forth their understanding as to their respective rights and obligations in the event a Change in Control occurs with respect to the Company. NOW, THEREFORE, the undersigned parties AGREE as follows: 1. Defined Terms

Hcb Bancshares Inc – CHANGE-IN-CONTROL PROTECTIVE AGREEMENT (February 14th, 2001)

CHANGE-IN-CONTROL PROTECTIVE AGREEMENT -------------------------------------- THIS AGREEMENT entered into this 23rd day of February, 1999, by and between HEARTLAND COMMUNITY BANK (the "Company") and SCOTT A. SWAIN (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has recently been hired by the Company as an officer, and the Company deems it to be in its best interest to enter into this Agreement in order to provide the Employee with security in the event of a Change in Control of the Company, and thereby to facilitate his retention and ensure an orderly transition following a Change in Control; and WHEREAS, the parties desire by this writing to set forth their understanding as to their respective rights and obligations in the event a Change in Control occurs with respect to the Company. NOW, THEREFORE, the undersigned parties AGREE as follows: 1. Defined

Hcb Bancshares Inc – EMPLOYMENT AGREEMENT (September 28th, 2000)

EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is entered into this 17th day of February, 2000, by and between HCB Bancshares, Inc. (the "Company") and Vida H. Lampkin (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has heretofore been employed by HEARTLAND Community Bank (the "Bank") as its Chairman of the Board, is experienced in all phases of the business of the Bank, and has become the Chairman of the Board of the Company; and WHEREAS, the Board of Directors (the "Board") of the Company believes it is in the best interests of the Company to enter into this Agreement with the Employee in order to assure continuity of management of the Bank and the Company, and to reinforce and encourage the continued attention and dedication of the Employee to her assigned duties; and WHEREAS,

Hcb Bancshares Inc – PRESS RELEASE FOR IMMEDIATE RELEASE (February 4th, 1999)

PRESS RELEASE FOR IMMEDIATE RELEASE ----------------------------- For More Information Contact: Vida H. Lampkin (870) 836-6841 February 2, 1999 HCB Bancshares, Inc. announced that it was informed today by NASDAQ that effective the close of business on February 2, 1999, the common stock of HCB Bancshares has been delisted from the NASDAQ Stock Market for failure to timely file reports with the Securities and Exchange Commission. HCB Bancshares, Inc. is preparing the required SEC filings and intends to either appeal the decision or re-apply for stock listing on the NASDAQ Stock Market. HCB Bancshares, Inc. is the holding company for HEARTLAND Community Bank, which conducts business through its main office located in Camden, Arkansas and four branch offices located in Camden, Fordyc

Hcb Bancshares Inc – DIRECTORS' RETIREMENT PLAN (March 4th, 1997)

1 EXHIBIT 10.5 FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION DIRECTORS' RETIREMENT PLAN The Board of Directors of First Federal Savings and Loan Association has adopted this Directors' Retirement Plan, effective June __, 1996, in order to provide competitive compensation for its Directors, to attract, retain, and motivate Directors, and to encourage the long-term financial success of the Association through a performance-based benefit formula. ARTICLE I DEFINITIONS The following words and phrases, when used in the Plan with an initial capital letter, shall have the meanings set forth below unless the context clearly indicates otherwise. "Account" shall mean a bookkeeping account maintained by the Association in the name of the Participant.

Hcb Bancshares Inc – EMPLOYMENT AGREEMENT (March 4th, 1997)

1 EXHIBIT 10.3(b) EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into this ______ day of __________, 1997, by and between HCB Bancshares, Inc. (the "Company") and Vida H. Lampkin (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has heretofore been employed by Heartland Community Bank (the "Bank") as its President, is experienced in all phases of the business of the Bank, and has become the President of the Company; and WHEREAS, the Board of Directors (the "Board") of the Company believes it is in the best interests of the Company to enter into this Agreement with the Employee in order to assure continuity of management of the Bank and the Company, and to reinforce and encourage the continued attention and dedication of the Employee to her assigned duties; and WHEREAS, the parties de

Hcb Bancshares Inc – CHANGE-IN-CONTROL SEVERANCE AGREEMENT (March 4th, 1997)

1 EXHIBIT 10.4(b) CHANGE-IN-CONTROL SEVERANCE AGREEMENT THIS AGREEMENT entered into this ___ day of __________, 1997, by and between HCB Bancshares, Inc. (the "Company") and William Lyon (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has heretofore been employed by Heartland Community Bank (the "Bank") as an executive officer, and the Company deems it to be in its best interest to enter into this Agreement as additional incentive to the Employee to continue as an executive employee of the Bank; and WHEREAS, the parties desire by this writing to set forth their understanding as to their respective rights and obligations in the event a change of control occurs with respect to the Bank or the Company. NOW, THEREFORE, the undersigned parties AGREE as follows: 1. Defined Terms

Hcb Bancshares Inc – EMPLOYMENT AGREEMENT (December 31st, 1996)

1 EXHIBIT 10.3(a) EMPLOYMENT AGREEMENT THIS AGREEMENT entered into this 13th day of June, 1996, by and between First Federal Savings and Loan Association (the "Association") and Vida H. Lampkin (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has heretofore been employed by the Association as its President and is experienced in all phases of the business of the Association; and WHEREAS, the Board of Directors of the Association believes it is in the best interests of the Association to enter into this Agreement with the Employee in order to assure continuity of management of the Association and to reinforce and encourage the continued attention and dedication of the Employee to her assigned duties; and WHEREAS, the parties desire by this writing to set forth the continuing employment r

Hcb Bancshares Inc – 1997 STOCK OPTION AND INCENTIVE PLAN (December 31st, 1996)

1 EXHIBIT 10.1 NOTES: This document is a preliminary draft and is subject to change. This document has not yet been approved or adopted by Heartland Community Bank or its Board of Directors or management. HCB BANCSHARES, INC. 1997 STOCK OPTION AND INCENTIVE PLAN 1. PURPOSE OF THE PLAN. The purpose of this Plan is to advance the interests of the Company through providing select key Employees and Directors of the Bank, the Company, and their Affiliates with the opportunity to acquire Shares. By encouraging such stock ownership, the Company seeks to attract, retain and motivate the best available personnel for positions of substantial responsibility and to provide additional incentives to Directors and key Employees of the Company or any Affiliate to promote the success of the business. 2. DEFINITIONS. As used herein, the f

Hcb Bancshares Inc – CHANGE-IN-CONTROL PROTECTIVE AGREEMENT (December 31st, 1996)

1 EXHIBIT 10.4(a) CHANGE-IN-CONTROL PROTECTIVE AGREEMENT THIS AGREEMENT entered into this 13th day of June, 1996, by and between First Federal Savings and Loan Association (the "Association") and Mr. William Lyon (the "Employee"), effective on the date (the "Effective Date") this agreement is executed. WHEREAS, the Employee has recently been hired by the Association as an executive officer, and the Association deems it to be in its best interest to enter into this Agreement in order to provide the Employee with security in the event of a Change in Control of the Association, and thereby to facilitate his retention and insure an orderly transition following a Change in Control; and WHEREAS, the parties desire by this writing to set forth their understanding as to their respective rights and obligations in the event a Change in Control occurs with respect to the Asso