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VPFG > SEC Filings for VPFG > Form 8-K on 1-Nov-2012All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements an

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 29, 2012, ViewPoint Bank entered into severance agreements with executive officers Scott A. Almy, Charles D. Eikenberg and Thomas S. Swiley. The agreements are for a term expiring on October 29, 2013. On the first anniversary of the effective date, and on each anniversary thereafter, the term of the agreement will be extended for a period of one year, provided that the Bank has not given notice to the executive in writing at least 90 days prior to such anniversary date that the term of this agreement shall not be extended further. Under the terms of these severance agreements, for a period of one year following the executive's involuntary termination of employment ViewPoint Bank will (i) continue to pay the executive's base salary, as in effect on the termination date and (ii) provide to the executive, at ViewPoint Bank's expense, the hospitalization, medical, dental, prescription drug and other health benefits required to be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time. The executive also shall be provided with reasonable outplacement services following an involuntary termination.

An involuntary termination means the termination of the executive's employment
(i) by ViewPoint Bank, without the executive's express written consent; or
(ii) by the executive by reason of a material diminution of or interference with the executive's duties, responsibilities or benefits, including any of the following actions unless consented to in writing by the executive: (1) a requirement that the executive be based at any place other than Plano, Texas, or within a radius of 35 miles from the location of ViewPoint Bank's administrative offices; (2) a material demotion; (3) a material reduction in the number or seniority of personnel reporting to the executive other than as part of a Bank-wide reduction in staff; and (4) a reduction in the executive's salary, other than as part of an overall program applied uniformly and with equitable effect to all members of the senior management of ViewPoint Bank. Involuntary termination does not include termination for cause, retirement, death, disability, or suspension or temporary or permanent prohibition from participation in the conduct of ViewPoint Bank's affairs under Section 8 of the Federal Deposit Insurance Act.

The severance payments are subject to the executive executing a general release. Amounts received by an executive with respect to services performed by the executive for others during the one year period following termination shall reduce the amounts payable by ViewPoint Bank under the terms of the severance agreement.

The foregoing is a summary of the material terms of the severance agreements and is qualified in its entirety by reference to the entire text of the agreements, the form of which is attached hereto and incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 - Form of Severance Agreement entered into between ViewPoint Bank and the following executive officers: Scott A. Almy, Charles D. Eikenberg and Thomas S. Swiley.

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