Early Retirement And Consulting Agreement

Exhibit 10.1


EARLY RETIREMENT AND CONSULTING AGREEMENT
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This Early Retirement and Consulting Agreement (the "Agreement") is made this 7th day of January, 2005, by and among Donald C. Scott (the "Executive"), GS Financial Corp., a Louisiana corporation (the "Company"), and its wholly owned subsidiary, Guaranty Savings and Homestead Association, a Louisiana chartered savings and loan association (the "Association").


WITNESSETH:
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WHEREAS, the Executive currently serves as Chairman, President and Chief Executive Officer of the Company and the Association (collectively, the "Employers"); and


WHEREAS, the Executive currently is a party to an agreement with both the Company and the Association, dated as of February 13, 1997 (the "Employment Agreement"), setting forth the terms and conditions of his employment; and


WHEREAS, the Executive and the Employers believe it to be in the Company's, the Association's and the Executive's best interests that the Executive take early retirement from his positions as President and Chief Executive Officer of the Employers but to continue to serve as a director and Chairman of the Employers and to be available on a consulting basis; and


WHEREAS, the parties desire that this Agreement will supersede the Employment Agreement and serve as the full and final settlement of all obligations of the Employers to the Executive relating to the Executive's employment by the Employers;


NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, and intending to be legally bound, the parties agree as follows:


1. Early Retirement; Termination of Employment Agreement;
Modification of Duties.
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(a) As of January 7, 2005 (the "Retirement Date"), the Executive hereby retires from his positions as President and Chief Executive Officer of the Employers. The Executive will continue to serve as a director the Company and the Association for the remainder of the term to which he was elected and as Chairman of the Board of Directors of the Company and the Association until his successor is elected promptly after the Company's 2005 Annual Meeting of Shareholders.


(b) As of the Retirement Date, the Employment Agreement, by the mutual agreement of the parties hereto, shall be terminated and be of no further force and effect and the Executive shall be entitled to the rights and payments set forth herein in lieu of any rights and payments under the Employment Agreement. The Executive shall no longer be considered an officer or employee of the Employers or any of their respective subsidiaries as of the Retirement Date. This Agreement shall have no effect on Executive's service as a director of the Company or of the Association.


(c) The parties hereto agree that, from the Retirement Date through January 7, 2008 (the "Consulting Period"), the Executive shall provide certain consulting services to the Company and the Association as described below.


2. Consultancy.
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(a) During the Consulting Period, the parties agree that the Executive will provide his personal advice and counsel to the Company and the Association in connection with their businesses including, but not limited to, consulting with the Company and the Association regarding matters reasonably related to the Company and the Association and identified by the Board of Directors and reasonably acceptable to the Executive with respect to the transition to a new President and Chief Executive Officer as well as other matters regarding the operations of the Company and the Association and relationships with customers and stockholders as may be identified by the Board of Directors (the "Consulting Services"), subject to the terms and conditions set forth herein. The Executive shall provide such Consulting Services as may be reasonably requested by the Board of Directors of the Company from time to time at mutually agreeable and reasonable times, provided, however, that the Executive will not be required to provide Consulting Services of more than 60 hours per month during the Consulting Period. Such Consulting Services may be provided at reasonable times either in person, telephonically, electronically or by correspondence as the Company and the Executive may agree. The Executive shall not be required to remain as a director of the Employers during the Consulting Period. If the Board utilizes the Executive for less than 60 hours per month it will not be grounds for termination of the consultancy.


(b) During the Consulting Period, the Executive shall be treated as an independent contractor and shall not be deemed to be an executive or employee of the Company, the Association or any other affiliate of the Company.


(c) In the event the Board of Directors determines the Executive has substantially failed to provide the Consulting Services required by the Agreement, it shall provide written notice to the Executive, in accordance with Section 13 hereof, which notice shall set forth in reasonable detail the facts and circumstances that are the basis for the Board's determination. Termination of the consultancy can only occur if the Executive fails to respond to a request for Consulting Services. Employers' disagreement with Executive's opinions and recommendations shall not constitute grounds for termination. The Executive shall have 30 days from the date of the notice to cure the failure or to respond in writing to the Board's determination. If the Executive shall have failed to return to full performance of his Consulting Services within the 30-day period or failed to adequately respond to the facts and circumstances set forth in the written notice, the Board may give the Executive written notice, in accordance with Section 13 hereof, of its intention to terminate the consultancy effective on the 30th day after the date of written notice. As of the effective date of termination of the consultancy, the obligation of the Employers to pay the remaining Consulting Fee and other benefits pursuant to Sections 3 and 4(a) shall cease.


3. Consulting Fee. During the Consulting Period, the Executive
-------------- shall be entitled to receive a fee (the "Consulting Fee") in an amount equal to $468,000, payable in 36 monthly


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installments of $13,000. In the event of Executive's death during the Consulting Period, the unpaid portion of the Consulting Fee shall be paid to the estate of the Executive in a lump sum, with such payment to be discounted to present value using the most recent Moody's Average Corporate Bond Yield as published by Moody's Investors Services, not later than 30 days from the date of Executive's death.


4. Other Benefits.
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(a) During the Consulting Period, the Employers shall provide continued life, medical, long-term disability and dental coverage substantially identical to the then-current coverage maintained by the Employers for the full time employees of the Association. In the event of the Executive's death during the Consulting Period, the Employers shall, through January 7, 2008, provide to the Executive's spouse continued medical and dental coverage substantially identical to the then-current coverage maintained by the Employers for the full time employees of the Association. After the Consulting Period, the Executive shall be permitted to participate as a retiree in the Association's group medical insurance plan on the same terms and conditions as all other retired Association employees.


(b) Within 30 days of the Retirement Date, Employers shall transfer title and ownership to the Executive of the 2003 Ford Expedition automobile which is currently leased by the Employers and provided to the Executive for his use.


(c) In light of the Consulting Fee which is to be paid to the Executive, the parties agree that the Executive will not receive fees for his service as a director during the Consulting Period. The Executive will be entitled to all other benefits afforded to other directors, including continued participation and vesting in the Comp ...