Change in Control Severance Agreement (2001)Full Document 

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THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this 1/st/
day of January 2000 ("Effective Date"), by and between Guaranty Federal Savings
Bank (the "Bank") and James E. Haseltine (the "Executive"). WHEREAS, the
Executive is currently employed by the Bank as President and Chief Executive
Officer and is experienced in the business of the Bank; and WHEREAS, the parties
desire by this writing to set forth the rights and responsibilities of the Bank
and Executive if the Bank should undergo a change in control (as defined
hereinafter in the Agreement) after the Effective Date.

NOW, THEREFORE, it is AGREED as follows:

1. Employment. The Executive is employed in the capacity as the President and
Chief Executive Officer of the Bank. The Executive shall render such
administrative and management services to the Bank and Guaranty Federal
Bancshares, Inc. ("Parent") as are currently rendered and as are customarily
performed by persons situated in a similar executive capacity. The Executive's
other duties shall be such as the Board of Directors for the Bank (the "Board of
Directors" or "Board") may from time to time reasonably direct, including normal
duties as an officer of the Bank and the Parent.

2. Term of Agreement.  The term of this Agreement shall be for the period
commencing on the Effective Date and ending thirty-six (36) months thereafter
("Term").

3. Termination of Employment in Connection with or Subsequent to a Change in
Control. (a) Notwithstanding any provision herein to the contrary, in the event
of the involuntary termination of Executive's employment under this Agreement,
absent Just Cause, in connection with, or within twenty-four (24) months after,
any Change in Control of the Bank or Parent, Executive shall be paid an amount
equal to two (2.0) times the Executives "base amount" as defined in
Section 280G(b)(3) of the Internal Revenue Code of 1986 ("Code"), and the costs
associated with maintaining coverage under the Bank's medical and dental
insurance reimbursement plans similar to that in effect on the date of
termination of employment for a period of two years thereafter. Said sum shall
be paid, at the option of Executive, either in one (1) lump sum not later than
the date of such termination of employment or in periodic payments over the
next24 months, as if Executive's employment had not been terminated.
Notwithstanding the forgoing, all sums payable hereunder shall be reduced in
such manner and to such extent so that no such payments made hereunder when
aggregated with all other payments to be made to the Executive by the Bank or
the Parent shall be deemed an "excess parachute payment" in accordance with
Section 280G of the Code and be subject to the excise tax provided at
Section 4999(a) of the Code. The term "change in control" shall refer to (i) the
sale of all,


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or a material portion, of the assets of the Bank or the Parent; (ii) the merger
or recapitalization of the Bank or the Parent whereby the Bank or the Parent is
not the surviving entity; (iii) a change in control of the Bank or the Parent,
as otherwise defined or determined by the Office of Thrift Supervision or
regulations promulgated by it; or (iv) the acquisition, directly or indirectly,
of the beneficial ownership (within the meaning of that term as it is used in
Section 13(d) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder) of twenty-five percent (25%) or more of the
outstanding voting securities of the Bank or the Parent by any person, trust,

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