(Address of principal executive offices) (Zip Code)
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On January 19, 2011, Capitol Federal Financial, Inc. (the “Company”), the holding company for Capitol Federal Savings Bank (the “Bank”), entered into change of control agreements with the following executive officers: John B. Dicus, Chairman, President and Chief Executive Officer; Kent G. Townsend, Executive Vice President and Chief Financial Officer; R. Joe Aleshire, Executive Vice President for Retail Operations; Larry K. Brubaker, Executive Vice President for Corporate Services; and Rick C. Jackson, Executive Vice President and Chief Lending Officer.
Each agreement entitles the executive to a severance payment if, within six months before or 24 months after a “change of control” (as defined in the agreement) of the Company or the Bank, the executive’s employment is terminated by the Company or the Bank without “cause” (as defined in the agreement), is terminated as a result of the executive’s death, disability or retirement or is terminated by the executive for “good reason” (as defined in the agreement). The amount of the severance payment under each agreement is 2.99 times the executive’s “base amount,” as determined under Section 280G of the Internal Revenue Code (average annual W-2 compensation during the five full calendar years prior to the date of termination of employment). Each
agreement provides that severance and other payments that are subject to a change in control will be reduced as much as necessary to ensure that no amounts payable to the executive will be considered excess parachute payments under Section 280G of the Internal Revenue Code.
The foregoing description of the change of control agreements is qualified in its entirety by reference to the full text of such agreements, the form of which is attached to this report as Exhibit 10.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 10.1 – Form of Change of Control Agreement
2
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.