EX-10 4 form8k_020909exh1025.htm EXHIBIT 10.25 Exhibit 10.25





                                                                   Exhibit 10.25


                             Written Description of
               2009 Executive Incentive Compensation Annual Plan -
                              Chief Lending Officer

The following is a description of the material terms of the 2009 Executive
Incentive Compensation Annual Plan (the "Plan") that was adopted by the
compensation committee of the Board of Directors of Guaranty Federal Bancshares,
Inc. (the "Company") with respect to the bonus payable to Mike Mattson, the
Company's Chief Lending Officer (the "Executive"), for 2009:

The Plan will pay a maximum of $50,000. There are three possible levels of
incentive awards: threshold (25%); target (50%); and maximum (100%). For any
bonus amount to be paid, the threshold level of performance must be achieved.
The bonus amount will be prorated for performance achievements between the
threshold and target levels and between the target and maximum levels. The six
performance measurements of the Company (and the weight given to each
measurement) applicable to each award level are as follows: (i) net income
(20%); (ii) core deposit growth (20%); (iii) return on average equity (15%);
(iv) yield of loans (15%); (v) total CRE to total risk based capital (15%); and
(vi) 30 days delinquent + non-accrual loans to gross loans (15%). The following
minimum criteria must all be satisfied before an award is paid under the Plan:
(i) net income of the Company for calendar year 2009 of at least 75% of approved
budget; (ii) satisfactory audits as determined by the Board of Directors of the
Company after review of findings from regulatory examination reports and
applicable audits and reviews; (iii) no restatement of income for any prior
period previously released; (iv) satisfactory performance appraisal, actively
employed by Guaranty Bank, and in good standing at the time the bonus is paid;
and (v) the Board of Directors of the Company retains the right to make the
final determination of the bonus payment and amount, if any.

The Plan also includes a provision requiring the "clawback" of any bonus paid to
the Executive under the Plan. In the event that any payment under the Plan was
based on materially inaccurate financial statements or any other materially
inaccurate performance metric criteria, the Executive shall immediately pay back
such payment to the Company. In addition, in the event that, after a payment has
been made under the Plan, the Executive voluntarily terminates his employment
and at the time of such termination Guaranty Bank has a composite rating lower
than 2 under the CAMELS rating system, the Executive shall immediately pay back
the full amount of such bonus amount upon such voluntary termination of
employment.