Separation Agreement
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): October
1, 2005
Guaranty
Federal Bancshares, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
43-1792717
(I.R.S.
employer identification number)
0-23325
(Commission
file number)
1341
West Battlefield
Springfield,
Missouri 65807
(Address
of principal executive offices and zip code)
Registrant's
telephone number, including area code: (417) 520-4333
Not
applicable
(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 (see General Instruction A.2.):
[_]
Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_]
Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
INCLUDED
INFORMATION
Item
1.01 Entry Into a Material Definitive Agreement
On
July
23, 2005, Guaranty Bank (the “Bank”),
a
wholly-owned subsidiary of Guaranty Federal Bancshares, Inc. (the “Company”),
entered into a Resignation and Separation Agreement and Release of All Claims
with Eldon Erwin effective as of October 1, 2005 (the “Separation
Agreement”)
pursuant to which Mr. Erwin agreed to resign from any and all positions that
he
may hold as an officer, director employee, or agent of the Bank on September
14,
2005, including, but not limited to, as Executive Vice President - Chief Lending
Officer. Pursuant to this agreement, Mr. Erwin will receive severance pay in
an
amount equal to $11,666.68 payable in two equal installments commencing with
the
first regular payroll date after October 1, 2005, and Mr. Erwin releases any
and
all rights and claims he has or may have up to October 1, 2005 against the
Bank
or the Company.
Item
1.02 Termination of a Material Definitive Agreement
Pursuant
to the terms of the Separation Agreement, the Bank and Mr. Erwin also agreed
to
terminate the Employment Agreement between the Bank and Mr. Erwin dated as
of
November 1, 2004 (the “Employment
Agreement”).
The
Separation Agreement is effective as of October 1, 2005, and under the terms
of
this agreement, the parties agree that Mr. Erwin’s employment with the Bank and
the Employment Agreement will be terminated as of September 14, 2005. Under
the
terms of the Employment Agreement, Mr. Erwin agreed to be employed by the Bank
as the Executive Vice President - Chief Lending Officer for a period of two
years (subject to certain extension periods upon approval of the Board of
Directors of the Bank), and as compensation, Mr. Erwin agreed to a base salary
of $140,000 per year. The Employment Agreement also provided for the payment
to
Mr. Erwin of a lump sum of 1.99 times his base salary if a “Change of Control”
(as defined in the Employment Agreement) occurs during the term of the agreement
and Mr. Erwin’s employment is terminated at any time within the greater of 12
months or the then remaining term of the agreement after the Change of Control
is consummated.
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.
Guaranty
Federal Bancshares, Inc.
By:
/s/
Shaun A. Burke______________
Shaun
A.
Burke
President
and Chief Executive Officer
Date:
October 5, 2005