8K 2013 EIP and Directors Agreements

0001487052-13-000013.txt : 20130306 0001487052-13-000013.hdr.sgml : 20130306 20130306164212 ACCESSION NUMBER: 0001487052-13-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20130228 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130306 DATE AS OF CHANGE: 20130306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ViewPoint Financial Group Inc. CENTRAL INDEX KEY: 0001487052 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 272176993 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34737 FILM NUMBER: 13670070 BUSINESS ADDRESS: STREET 1: 1309 W 15TH STREET SUITE 400 CITY: PLANO STATE: TX ZIP: 75075 BUSINESS PHONE: 972-578-5000 MAIL ADDRESS: STREET 1: 1309 W 15TH STREET SUITE 400 CITY: PLANO STATE: TX ZIP: 75075 8-K 1 a8k2013eipanddirectorsagre.htm 8-K 8K 2013 EIP and Directors Agreements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 28, 2013

VIEWPOINT FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)



Maryland	001-34737	27-2176993
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
1309 W. 15th Street, Plano, Texas		75075
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 578-5000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



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

EIP. On February 28, 2013, the Board of Directors of ViewPoint Financial Group, Inc. (the "Company"), parent company of ViewPoint Bank, NA (the "Bank"), approved the 2013 Executive Annual Incentive Plan (the "EIP"), which, effective on January 1, 2013 for plan year 2013, replaces the existing Executive Officer Incentive Plan (please see the Company's Current Report on Form 8-K filed with the SEC on January 26, 2011 for more information). Under the new EIP, senior executive officers of the Company are eligible to receive annual cash incentive awards based on the achievement of pre-established corporate performance goals. Participation in the EIP is approved by the Compensation Committee on an annual basis. The EIP will remain in effect until December 31, 2013.

Each participant will have a target award (expressed as a percentage of base earnings) and range that defines their incentive opportunity. Actual awards will be allocated based on specific performance goals defined for each participant and will range from 0% to 170% of target incentives. To activate the EIP, not less than 85% of budgeted net income must be achieved. The EIP will reward performance as measured by net interest margin, efficiency ratio, return on assets and non-performing assets to average total assets. Performance will be measured on a relative basis against a defined banking industry index. In addition to the above listed performance goals relative to the banking industry, a portion of the incentive will reflect an assessment of strategic accomplishments towards the strategic plan of the Company relating to three core initiatives: increasing household penetration, shifting the Bank's asset mix and deposit growth. Performance will be assessed at the end of the fiscal year. Eighty percent of the awards will be calculated formulaically based on the achievement of performance goals relative to the banking industry index, while twenty percent of the awards will be based on a qualitative assessment of progress towards the strategic initiatives.

The foregoing description of the EIP is qualified in its entirety by reference to the full text of the EIP, a copy of which is provided as Exhibit 10.1.

Director's Agreements. On March 6, 2013, the Company entered into a Director's Agreement with directors James B. McCarley, Gary D. Basham, Jack D. Ersman and V. Keith Sockwell. Mr. Basham and Mr. Ersman are members of the Company's 2013 director class, will not seek re-election in 2013, and will serve until their terms expire on the date of the Company's 2013 annual meeting of shareholders (currently expected to be May 16, 2013). The Company's Board of Directors has determined to reduce the size of the Board of Directors to seven positions, effective at the 2013 annual meeting. Mr. McCarley and Mr. Sockwell are members of the Company's 2014 and 2015 director classes respectively, and will retire from the Board of Directors at the Company's annual meeting of shareholders in 2014. Each Director's Agreement provides for: (i) a cash separation benefit ($200,000 for each of Messrs. Basham and Ersman and $180,000 for each of Messrs. McCarley and Sockwell), payable, at the director's election, in a lump sum or four equal annual installments; and (ii) a restricted stock award on the director's retirement date under the Company's 2012 Equity Incentive Plan (15,000 shares for each of Messrs. Basham and Ersman and 10,000 shares for each of Messrs. McCarley and Sockwell), vesting in one-third annual increments beginning on the first anniversary of the award date, with vesting subject to continuous service as an advisory director. The foregoing description of the Director's Agreements is qualified in its entirety by reference to the full text of the Director's Retirement Agreements. Copies of the Director's Agreements entered into with Messrs. McCarley, Basham, Ersman and Sockwell are provided as Exhibits 10.2, 10.3, 10.4 and 10.5 respectively.



ITEM 9.01.	Financial Statements and Exhibits



	(d)	Exhibits



Exhibit 10.1		2013 Executive Annual Incentive Plan (EIP)
Exhibit 10.2		Director's Agreement entered into by the Company on March 6, 2013 with James B. McCarley
Exhibit 10.3		Director's Agreement entered into by the Company on March 6, 2013 with Gary D. Basham
Exhibit 10.4		Director's Agreement entered into by the Company on March 6, 2013 with Jack D. Ersman
Exhibit 10.5		Director's Agreement entered into by the Company on March 6, 2013 with V. Keith Sockwell

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.



			VIEWPOINT FINANCIAL GROUP, INC.

Date:	March 6, 2013	By:	/s/ Pathie E. McKee
			Pathie E. McKee, Executive Vice President and Chief Financial Officer

EXHIBIT INDEX



Exhibit 10.1		2013 Executive Annual Incentive Plan (EIP)
Exhibit 10.2		Director's Agreement entered into by the Company on March 6, 2013 with James B. McCarley
Exhibit 10.3		Director's Agreement entered into by the Company on March 6, 2013 with Gary D. Basham
Exhibit 10.4		Director's Agreement entered into by the Company on March 6, 2013 with Jack D. Ersman
Exhibit 10.5		Director's Agreement entered into by the Company on March 6, 2013 with V. Keith Sockwell

EX-10.1 2 a1012013eip.htm 2013 EXECUTIVE ANNUAL INCENTIVE PLAN 10.1 2013 EIP

EXHIBIT 10.1

2013 Executive Annual Incentive Plan (EIP)

Objectives

The purpose of ViewPoint Financial Group, Inc. (“ViewPoint” or the “Bank”) Executive Annual Incentive Plan (EIP) is to motivate and reward senior executives for their contributions to the performance and success of the Bank. ViewPoint's incentive plan focuses on the financial measures that are critical to the company's growth and profitability. This document summarizes the elements and features of the Plan.

The objectives for ViewPoint's Incentive Plan are as follows:


•	Recognize and reward achievement of Bank's annual business goals.


•	Motivate and reward superior performance.


•	Attract and retain talent needed to grow the Bank.


•	Be competitive with market.


•	Encourage teamwork and collaboration among the Bank's leadership and across business groups.


•	Increase engagement and commitment to the Bank


•	Ensure appropriate risk balance in plan design and governance policies.

Plan Year

The annual incentive plan follows the Bank's fiscal year, January 1^st to December 31^st.

Eligibility/Participation

Eligibility - Senior executive officers are eligible to participate. To participate in the plan, the employee should meet the following requirements:


•	Employees hired after January 1^st of the plan year will receive a pro-rata award based on the number of weeks employed during the plan year.


•	Participants must be employed at the time of incentive distribution to receive an incentive award except death, disability and retirement.

Participation - Every year the participants will be proposed by CEO and approved by the Compensation Committee. For 2013, the participants include CEO and EVPs.

Incentive Award Opportunity



2013 Annual Incentive Targets
Role	Below Threshold	Threshold (50%)	Target (100%)	Maximum (170%)
CEO	0%	25%	50%	100%
EVPs	0%	20%	40%	68%

Performance Gate/Trigger

To activate the annual incentive plan, 85% of budgeted Net Income must be achieved.

Performance Measures

The Incentive Plan will reward Bank performance as measured by Net Interest Margin, Efficiency Ratio, ROA and NPA/Avg. Assets.

Performance will be measured on a relative basis against an Industry Index defined as the SNL Small Cap U.S. Banks Index excluding non-exchange traded banks (e.g. OTCBB, Pink Sheet). The index component companies will be determined at the end of performance period (e.g. 12/31/2013).

In addition to the Bank performance goals relative to industry, a portion of the incentive will reflect an assessment of strategic accomplishments/progress toward the strategic plan, particularly as it relates to three core initiatives: Increasing Household Penetration, Shifting the Bank's Asset Mix and Deposit Growth. These core initiatives will also serve as key measures for the management incentive goals.

The table below presents the FY 2013 goals.



Performance Measures	Performance Goals			Weight
Performance Measures	Threshold	Target	Stretch	Weight
Net Interest Margin	35^th Percentile	50^th Percentile	75^th Percentile	20%
Efficiency Ratio				20%
ROA				20%
NPA / Avg. Assets				20%
Strategic Achievement and Progress	Assessment of strategic achievement and progress against three core initiatives: household penetration, deposit growth, shifting asset mix			20%
Total				100%

Payouts

Performance will be assessed at the end of the fiscal year. 80% of the awards will be calculated formulaically. 20% will be based on a qualitative assessment of progress against the strategic initiatives. Due to the financial data availability, the index financials will be measured based on trailing twelve months as of September 30, 2013 while ViewPoint's financials will be measured as of FYE 2013. Actual payouts for each performance goal will be pro-rated between threshold and maximum levels to reward incremental improvement.

Performance of each specific goal (.e.g. Net Interest Margin, Efficiency Ratio, ROA and NPA / Avg. Assets) is calculated independently to determine the payout for the goal. The sum of the awards for each performance measure determines the total incentive award. Payouts will be made in cash as soon as possible after the closing of Company financials each year and the Committee review and approve the results.

Payouts will be made in cash at the completion of the annual performance period (January - December). Participants must be employed at the time of award in order to receive payment.

Incentive compensation will be tracked and paid annually approximately 75 days following the conclusion of the company's fiscal year. In no event will a payment be paid later than March 15 of the following year.

Each participant's payout is calculated on Base Earnings. Base earnings reflect the base salary actually earned during the course of the plan year. The actual incentive calculation is then based on each participant's performance goals as outlined above.

Committee Discretion

The Compensation Committee reserves the right to apply positive or negative discretion to the plan as needed to reflect business environment, market conditions that may affect the Bank's performance and incentive plan funding as well as overall risk and regulatory issues.

The Committee also reserves the right to amend, modify and adjust payouts as necessary.

Illustration of Sample Performance Scorecard

Below is an illustration of how the plan might work. We assume net income exceeded 85 percent of budget to “turn the plan on”. Our illustration uses a sample base salary of $270,000 and an incentive target of 40% ($108,000). Threshold payout opportunity equals 50% of target while stretch payout opportunity equals 170% of target.



Performance Goals			Performance and Payout
Performance Measures	Weight	$	Actual Performance	Payout Allocation (0% - 170%)	Payout ($)
Net Interest Margin	20%	$21,600	50^th percentile (target)	100%	$21,600
Efficiency Ratio	20%	$21,600	35^th percentile (threshold)	50%	$10,800
ROA	20%	$21,600	80^th percentile (stretch)	170%	$36,720
NPA / Avg. Assets	20%	$21,600	57^th percentile (between target and stretch)	120%	$25,920
Strategic Achievement and Progress	20%	$21,600	Met Progress Expectations	100%	$21,600
Total	100%	$108,000			$116,640

This participant's payout of $116,640 is 108% of target.

Terms and Conditions

Participation

Senior executives are eligible to participate in the Plan. New employees will receive a prorated award.

Effective Date

This Program is effective January 1, 2013 to reflect plan year January 1^st to December 31^st, 2013. The Plan will be reviewed annually by the Bank's Compensation Committee and Executive Management to ensure proper alignment with the Bank's business objectives. ViewPoint retains the rights as described below to amend, modify or discontinue the Plan at any time during the specified period. The Incentive Plan will remain in effect until December 31, 2013.

Program Administration

The Program is authorized by the Board of Directors and administered by the Compensation Committee. The Compensation Committee has the sole authority to interpret the Plan and to make or nullify any rules and procedures, as necessary, for proper administration. Any determination by the Compensation Committee will be final and binding on all participants.

Program Changes or Discontinuance

ViewPoint has developed the Plan on the basis of existing business, market and economic conditions; current services; and staff assignments. If substantial changes occur that affect these conditions, services, assignments, or forecasts, ViewPoint may add to, amend, modify or discontinue any of the terms or conditions of the Plan at any time.

The Compensation Committee may, at its sole discretion, waive, change or amend any of the Plan as it deems appropriate.

Incentive Award Payments

Awards will be paid in cash before the end of the first quarter following the Plan year. Awards will be paid out as a percentage of a participant's base earnings for the Plan year. Incentive awards will be considered taxable income to participants in the year paid and will be subject to withholding for required income and other applicable taxes.

Any rights accruing to a participant or his/her beneficiary under the Plan shall be solely those of an unsecured general creditor of ViewPoint. Nothing contained in the Plan, and no action taken pursuant to the provisions hereof, will create or be construed to create a trust of any kind, or a pledge, or a fiduciary relationship between ViewPoint or the Committee and the participant or any other person. Nothing herein will be construed to require ViewPoint or the CEO to maintain any fund or to segregate any amount for a participant's benefit.

In the event that an individual, who is due an incentive payout under the plan, terminates their employment with the Bank after the plan year and prior to the date the incentive is paid, that individual's incentive will be included in the pool and allocated to other participants of the plan.

Program Funding

The Plan is funded and accrued based on Bank performance results for a given year. Achieving higher levels of performance will increase the Plan payouts to participants. Similarly, achieving less than target performance will reduce the Plan payouts. If the Bank does not achieve its threshold bank performance goal or the trigger performance requirement, the Plan will not be paid.

New Hires, Reduced Work Schedules, Promotions, and Transfers

Participants who are not employed by ViewPoint at the beginning of the Plan year will receive a pro rata incentive award based on their length of employment during a given year.

Part time employees are eligible to participate. Their award percentage will reflect their base earnings based on actual hours worked. A participant whose work schedule changes during the year will be eligible for prorated treatment that reflects his/her time in the different schedules.

If a participant changes his/her role or is promoted during the Plan year, he/she will be eligible for the new role's target incentive award opportunity on a pro rata basis (i.e. the award will be prorated based on the number of weeks employed in the respective positions.)

In the event of an approved leave of absence, the award opportunity level for the year will be adjusted to reflect the time in active status. For example, a participant on leave status for 13 weeks during a Plan year will have his or her calculated award reduced by one-fourth (13 weeks/52 weeks) to reflect the period of leave.

Termination of Employment

If a Plan participant is terminated by the Bank, no incentive award will be paid. To encourage employees to remain in the employment of ViewPoint, a participant must be an active employee of the Bank on the date the incentive is paid to receive an award. (See exceptions for death, disability and retirement below)

Disability, Death or Retirement

If a participant is disabled by an accident or illness, and is disabled long enough to be placed on long-term disability, his/her bonus award for the Plan period shall be pro-rated for the time served.

In the event of death, ViewPoint will pay to the participant's estate the pro-rated award that would have been earned by the participant for the time served.

Individuals who retire will receive the pro-rated payment for the time served.

Ethics and Interpretation

If there is any ambiguity as to the meaning of any terms or provisions of this plan or any questions as to the correct interpretation of any information contained therein, the Bank's interpretation expressed by the Compensation Committee will be final and binding.

The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject the employee to disciplinary action up to and including termination of employment. In addition, any incentive compensation as provided by this plan to which the employee would otherwise be entitled will be revoked.

Participants who have willfully engaged in any activity, injurious to the Bank, will upon termination of employment, death, or retirement, forfeit any incentive award earned during the award period in which the termination occurred.

Clawback (Subject to change based upon the requirements of governing law or regulation)

If for any reason ViewPoint has to restate its financial statements (as determined by the members of the Board of Directors who are considered “independent” for purposes of the listing standards of the NASDAQ), the Committee will take, in its sole discretion, such action as it deems necessary to take adjustments to the incentive awards earned during the current year and up to three years before the restatement. The Committee may require reimbursement of a bonus or incentive compensation awarded to current and past officers or cancel unvested restricted stock or other stock or stock-based awards previously granted to such officers in the amount by which such compensation exceeded any lower payment that would have been made based on the restated financial results.

Miscellaneous

The Plan will not be deemed to give any participant the right to be retained in the employ of ViewPoint, nor will the Plan interfere with the right of ViewPoint to discharge any participant at any time.

In the absence of an authorized, written employment contract, the relationship between employees and ViewPoint is one of at-will employment. The Plan does not alter the relationship.

This incentive plan and the transactions and payments hereunder shall, in all respect, be governed by, and construed and enforced in accordance with the laws of the state of Texas.

Each provision in this Plan is severable, and if any provision is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.

This plan is proprietary and confidential to ViewPoint and its employees and should not be shared outside the organization.

EX-10.2 3 a102directorsagreementmcca.htm DIRECTOR'S AGREEMENT 10.2 Director's Agreement McCarley

Exhibit 10.2

VIEWPOINT FINANCIAL GROUP, INC. AND VIEWPOINT BANK, N.A.

DIRECTOR'S AGREEMENT

WHEREAS, James B. McCarley (the “Director”) has served as a director of ViewPoint Financial Group, Inc. and its predecessors and affiliates (“VPFG”); and

WHEREAS, as of the Service Completion Date, as defined below, the Director will no longer be providing services as a director to VPFG; and

WHEREAS, in recognition of the past services provided by the Director, VPFG desires to provide separation compensation to the Director in accordance with this Agreement.

NOW THEREFORE, VPFG shall provide the Director with separation compensation under Section A(1) or A(2), as elected by the Director prior to the Service Completion Date, and Section A(4).

Section A. Director Separation Benefit

Depending on the election made by the Director under Section B below, the Director will receive either, but not both, of the following, which may be paid by ViewPoint Financial Group, Inc. (the “Company”) or ViewPoint Bank, N.A. (the “Bank”):

(1) Installment Payment Benefit.

(a) The Director shall receive an annual benefit of $45,000 over the Payout Period.

(b) The Director's Payout Period shall be four years.

(c) Payments under this Section shall commence on the first day of the month following the Service Completion Date and on each anniversary of that date thereafter during the Payout Period. The “Service Completion Date” shall be the Director's last day of service as a director of VPFG, which is expected to be on or about the date of the 2014 annual meeting.

(d) If the Director dies prior to the Service Completion Date, a lump sum benefit equal to the payment under Section A(2) below shall be paid to the Director's Beneficiary. If the Director dies after the Service Completion Date but prior to the Director's receipt of his entire benefit payable hereunder, the remaining payments shall be paid in a cash lump sum to the Director's Beneficiary. In each case the Director's Beneficiary shall be paid on the first day of the month following the Director's death, or as soon as practical thereafter.

(2) Lump Sum Payment.

Following the Service Completion Date, the Director shall receive a cash lump sum payment of $180,000, which is equal to the total annual benefit payments that would have been paid under Section A(1).

(3) Election Regarding Form of Cash Benefit and Beneficiary Designation.

The Director's election regarding his form of cash benefit shall be made at Section B. If the Installment Payment Method described in Section A(1) is elected, the Director's beneficiary designation shall be made at the Beneficiary Designation at the end of this Agreement.

(4) Restricted Stock to be Granted to the Director.

In addition to the cash payments to be paid to the Director under Section A(1) or A(2) hereunder, the Director shall also receive as of the Service Completion Date a restricted stock award under the ViewPoint Financial Group, Inc. 2012 Equity Incentive Plan (the “Plan”) of 10,000 shares subject to vest equally in three (3) annual installments over a three (3) year period commencing on the first anniversary of the grant date, all as to be set forth in a Restricted Stock Award Agreement under the Plan. In order to accommodate the vesting of such award, it is hereby agreed that as of the Service Completion Date, VPFG shall appoint the Director to be an advisory director.

(5) Nature of Compensation.

The Director acknowledges that any cash payments made hereunder will constitute ordinary taxable income to the Director or other recipient at the time it is received, and that the Director has been advised that the benefits paid hereunder may not be rolled over or transferred to an individual retirement account or to a tax-qualified plan.

(6) Required Board Ratification.

This Agreement shall not be final, and the benefits provided for hereunder shall not be paid, unless and until the Agreement is approved and/or ratified by the Boards of Directors of the Company and the Bank, which approval shall be granted or denied on or before the Service Completion Date.

Section B. Election of Form of Cash Benefit

The Director elects the form of cash benefit as follows (initial as desired):




X	The Installment Payment Method described in Section A(1). See “Beneficiary Designation” at end of this Agreement.
	The Lump Sum Payment Method described in Section A(2).

Section C. General Matters

(1) Jurisdiction.

This Agreement will be governed by the laws of the State of Texas, with venue for any dispute or cause of action that arises or is related to this Agreement being brought in any court of competent jurisdiction located in Collin County, Texas, and the parties consent to such jurisdiction and exclusive venue in said county.

(2) Unsecured General Creditor.

The Director and his Beneficiaries shall have no legal or equitable rights, interests or claims in any property or assets of VPFG or any affiliate. VPFG's obligation under this Agreement shall be merely of an unfunded and unsecured promise to pay money in the future.

(3) Nonassignability.

Neither the Director nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder. No part of the amounts payable shall, prior to actual payment be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance allowed by the Director or any other person, be transferable by operation of law in the event of a Director's or any other person's bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

(4) Successors.

The provisions of this Plan shall bind and inure to the benefit of VPFG and its successors and assigns and the Director and his designated Beneficiaries.

(5) Change in Control.

For purpose of this Section C(5), "Change in Control" means a change in control as defined in Internal Revenue Code section 409A and rules, regulations, and guidance of general application thereunder issued by the Department of the Treasury. If a Change in Control occurs before all cash benefits under Section A have been paid to the Director, VPFG shall pay to the Director any unpaid cash benefit described in Section A. If the Director receives benefits under this Section C(5) because of the occurrence of a Change in Control, the Director shall not be entitled to claim additional benefits under the terms of this agreement if an additional Change in Control occurs thereafter.

(6) Section 409A.

This Agreement shall be subject to Section 409A of the Internal Revenue Code of 1986, as amended, and shall be administered and interpreted accordingly.

(7) Other Obligations of Parties.

(a) The Director agrees to return to VPFG all property of VPFG or its affiliates in the Director's possession, including, without limitation, all computers and computer-related equipment, consumer electronics, security access devices, computer diskettes, and files and papers of any sort containing any information about VPFG or its affiliated organizations, or their customers, suppliers, officers, directors, employees, affiliates, agents, representatives or advisors. If the Director discovers that the Director or someone else is in possession of any of the foregoing as a result of the Director's actions or omissions, the Director shall immediately return such property to VPFG.

development of any product or invention of VPFG, and any information concerning VPFG or its affiliates or their operations not readily available to the public, unless expressly authorized in writing by VPFG.

(c) The Director and VPFG each agree to maintain the terms of this Agreement in strict confidence and to not, directly or indirectly, make any negative, derogatory, false, misleading or defamatory statements about the other party or any of the other party's affiliated organizations, officers, directors, employees or representatives.

Effective this date: March 6, 2013

Signed By: /s/ James B. McCarley

James B. McCarley, Director

VIEWPOINT FINANCIAL GROUP, INC.

By: /s/ Kevin Hanigan

Kevin Hanigan, President/CEO

VIEWPOINT BANK, N.A.

By: /s/ Kevin Hanigan

Kevin Hanigan, President/CEO

EX-10.3 4 a103directorsagreementbash.htm DIRECTOR'S AGREEMENT 10.3 Director's Agreement Basham

Exhibit 10.3

VIEWPOINT FINANCIAL GROUP, INC. AND VIEWPOINT BANK, N.A.

DIRECTOR'S AGREEMENT

WHEREAS, Gary D. Basham (the “Director”) has served as a director of ViewPoint Financial Group, Inc. and its predecessors and affiliates (“VPFG”); and

WHEREAS, as of the Service Completion Date, as defined below, the Director will no longer be providing services as a director to VPFG; and

WHEREAS, in recognition of the past services provided by the Director, VPFG desires to provide separation compensation to the Director in accordance with this Agreement.

NOW THEREFORE, VPFG shall provide the Director with separation compensation under Section A(1) or A(2), as elected by the Director prior to the Service Completion Date, and Section A(4).

Section A. Director Separation Benefit

(1) Installment Payment Benefit.

(a) The Director shall receive an annual benefit of $50,000 over the Payout Period.

(b) The Director's Payout Period shall be four years.

(2) Lump Sum Payment.

Following the Service Completion Date, the Director shall receive a cash lump sum payment of $200,000, which is equal to the total annual benefit payments that would have been paid under Section A(1).

(3) Election Regarding Form of Cash Benefit and Beneficiary Designation.

(4) Restricted Stock to be Granted to the Director.

In addition to the cash payments to be paid to the Director under Section A(1) or A(2) hereunder, the Director shall also receive as of the Service Completion Date a restricted stock award under the ViewPoint Financial Group, Inc. 2012 Equity Incentive Plan (the “Plan”) of 15,000 shares subject to vest equally in three (3) annual installments over a three (3) year period commencing on the first anniversary of the grant date, all as to be set forth in a Restricted Stock Award Agreement under the Plan. In order to accommodate the vesting of such award, it is hereby agreed that as of the Service Completion Date, VPFG shall appoint the Director to be an advisory director.

(5) Nature of Compensation.

(6) Required Board Ratification.

Section B. Election of Form of Cash Benefit

The Director elects the form of cash benefit as follows (initial as desired):




X	The Installment Payment Method described in Section A(1). See “Beneficiary Designation” at end of this Agreement.
	The Lump Sum Payment Method described in Section A(2).

Section C. General Matters

(1) Jurisdiction.

(2) Unsecured General Creditor.

(3) Nonassignability.

(4) Successors.

The provisions of this Plan shall bind and inure to the benefit of VPFG and its successors and assigns and the Director and his designated Beneficiaries.

(5) Change in Control.

(6) Section 409A.

This Agreement shall be subject to Section 409A of the Internal Revenue Code of 1986, as amended, and shall be administered and interpreted accordingly.

(7) Other Obligations of Parties.

(b) The Director agrees to hold in strictest confidence and not disclose to anyone or use, directly or indirectly, any trade secrets, member/customer information or confidential and proprietary information of VPFG or its affiliates, including but not limited to any information concerning the business or affairs of a current, past or prospective customer of VPFG, information about the development of any product or invention of VPFG, and any information concerning VPFG or its affiliates or their operations not readily available to the public, unless expressly authorized in writing by VPFG.

If either the Director or VPFG violates the provisions of this Section C(6), then the non-defaulting party shall be entitled to seek injunctive relief and any other remedies available at law or in equity. VPFG will be entitled to offset any actual damages awarded to VPFG against unpaid remaining payments, if any, due the Director under this Agreement.

Effective this date: March 6, 2013

Signed By: /s/ Gary D. Basham

Gary D. Basham, Director

VIEWPOINT FINANCIAL GROUP, INC.

By: /s/ Kevin Hanigan

Kevin Hanigan, President/CEO

VIEWPOINT BANK, N.A.

By: /s/ Kevin Hanigan

Kevin Hanigan, President/CEO

EX-10.4 5 a104directorsagreementersm.htm DIRECTOR'S AGREEMENT 10.4 Directors Agreement Ersman

Exhibit 10.4

VIEWPOINT FINANCIAL GROUP, INC. AND VIEWPOINT BANK, N.A.

DIRECTOR'S AGREEMENT

WHEREAS, Jack D. Ersman (the “Director”) has served as a director of ViewPoint Financial Group, Inc. and its predecessors and affiliates (“VPFG”); and

WHEREAS, as of the Service Completion Date, as defined below, the Director will no longer be providing services as a director to VPFG; and

WHEREAS, in recognition of the past services provided by the Director, VPFG desires to provide separation compensation to the Director in accordance with this Agreement.

NOW THEREFORE, VPFG shall provide the Director with separation compensation under Section A(1) or A(2), as elected by the Director prior to the Service Completion Date, and Section A(4).

Section A. Director Separation Benefit

(1) Installment Payment Benefit.

(a) The Director shall receive an annual benefit of $50,000 over the Payout Period.

(b) The Director's Payout Period shall be four years.

(2) Lump Sum Payment.

(3) Election Regarding Form of Cash Benefit and Beneficiary Designation.

(4) Restricted Stock to be Granted to the Director.

In addition to the cash payments to be paid to the Director under Section A(1) or A(2) hereunder, the Director shall also receive as of the Service Completion Date a restricted stock award under the ViewPoint Financial Group, Inc. 2012 Equity Incentive Plan (the “Plan”) of 15,000 shares subject to vest equally in three (3) annual installments over a three (3) year period commencing on the first anniversary of the grant date, all as to be set forth in a Restricted Stock Award Agreement under the Plan. In order to accommodate the vesting of such award, it is hereby agreed that as of the Service Completion Date, VPFG shall appoint the Director to be an advisory director.

(5) Nature of Compensation.

(6) Required Board Ratification.

Section B. Election of Form of Cash Benefit

The Director elects the form of cash benefit as follows (initial as desired):




X	The Installment Payment Method described in Section A(1). See “Beneficiary Designation” at end of this Agreement.
	The Lump Sum Payment Method described in Section A(2).

Section C. General Matters

(1) Jurisdiction.

(2) Unsecured General Creditor.

(3) Nonassignability.

(4) Successors.

The provisions of this Plan shall bind and inure to the benefit of VPFG and its successors and assigns and the Director and his designated Beneficiaries.

(5) Change in Control.

(6) Section 409A.

This Agreement shall be subject to Section 409A of the Internal Revenue Code of 1986, as amended, and shall be administered and interpreted accordingly.

(7) Other Obligations of Parties.

Effective this date: March 6, 2013

Signed By: /s/ Jack D. Ersman

Jack D. Ersman, Director

VIEWPOINT FINANCIAL GROUP, INC.

By: /s/ Kevin Hanigan

Kevin Hanigan, President/CEO

VIEWPOINT BANK, N.A.

By: /s/ Kevin Hanigan

Kevin Hanigan, President/CEO

EX-10.5 6 a105directorsagreementsock.htm DIRECTOR'S AGREEMENT 10.5 Directors Agreement Sockwell

Exhibit 10.5

VIEWPOINT FINANCIAL GROUP, INC. AND VIEWPOINT BANK, N.A.

DIRECTOR'S AGREEMENT

WHEREAS, V. Keith Sockwell (the “Director”) has served as a director of ViewPoint Financial Group, Inc. and its predecessors and affiliates (“VPFG”); and

WHEREAS, as of the Service Completion Date, as defined below, the Director will no longer be providing services as a director to VPFG; and

WHEREAS, in recognition of the past services provided by the Director, VPFG desires to provide separation compensation to the Director in accordance with this Agreement.

NOW THEREFORE, VPFG shall provide the Director with separation compensation under Section A(1) or A(2), as elected by the Director prior to the Service Completion Date, and Section A(4).

Section A. Director Separation Benefit

(1) Installment Payment Benefit.

(a) The Director shall receive an annual benefit of $45,000 over the Payout Period.

(b) The Director's Payout Period shall be four years.

(2) Lump Sum Payment.

(3) Election Regarding Form of Cash Benefit and Beneficiary Designation.

(4) Restricted Stock to be Granted to the Director.

(5) Nature of Compensation.

(6) Required Board Ratification.

Section B. Election of Form of Cash Benefit

The Director elects the form of cash benefit as follows (initial as desired):




X	The Installment Payment Method described in Section A(1). See “Beneficiary Designation” at end of this Agreement.
	The Lump Sum Payment Method described in Section A(2).

Section C. General Matters

(1) Jurisdiction.

(2) Unsecured General Creditor.

(3) Nonassignability.

(4) Successors.

The provisions of this Plan shall bind and inure to the benefit of VPFG and its successors and assigns and the Director and his designated Beneficiaries.

(5) Change in Control.

(6) Section 409A.

This Agreement shall be subject to Section 409A of the Internal Revenue Code of 1986, as amended, and shall be administered and interpreted accordingly.

(7) Other Obligations of Parties.

Effective this date: March 6, 2013

Signed By: /s/ V. Keith Sockwell

V. Keith Sockwell, Director

VIEWPOINT FINANCIAL GROUP, INC.

By: /s/ Kevin Hanigan

Kevin Hanigan, President/CEO

VIEWPOINT BANK, N.A.

By: /s/ Kevin Hanigan

Kevin Hanigan, President/CEO

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