CEO. Employment Agreement

EXHIBIT 10.3


FORM OF THREE-YEAR
EMPLOYMENT AGREEMENT


THIS AGREEMENT (the "Agreement"), made this ___ day of ______________, 200__, by and among LIBERTY BANCORP, INC., a Missouri-chartered corporation (the "Company") BANKLIBERTY, a federally-chartered financial institution (the "Bank"), and ____________________("Executive").


WITNESSETH


WHEREAS, Executive serves in a position of substantial responsibility;


WHEREAS, the Company and the Bank wish to assure the services of Executive for the period provided in this Agreement; and


WHEREAS, Executive is willing to serve in the employ of the Bank on a full-time basis for said period.


NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:


1. EMPLOYMENT. Executive is employed as the President and Chief Executive Officer of the Company and the Bank. Executive shall perform all duties and shall have all powers which are commonly incident to the office of President and Chief Executive Officer or which, consistent with those offices, are delegated to him by the Board of Directors of the Bank or the Company.


2. LOCATION AND FACILITIES. The Executive will be furnished with the working facilities and staff customary for executive officers with the title and duties set forth in Section 1 and as are necessary for him to perform his duties. The location of such facilities and staff shall be at the principal administrative offices of the Company and the Bank, or at such other site or sites customary for such offices.


3. TERM.


a. The term of this Agreement shall be (i) the initial term, consisting
of the period commencing on the date of this Agreement (the
"Effective Date") and ending on the third anniversary of the
Effective Date, plus (ii) any and all extensions of the initial term
made pursuant to this Section 3.


b. Commencing on the first year anniversary date of this Agreement, and
continuing on each anniversary thereafter, the disinterested members
of the boards of directors of the Bank and the Company may extend
the Agreement an additional year such that the remaining term of the
Agreement shall be thirty six (36) months, unless Executive elects
not to extend the term of this Agreement by


giving written notice in accordance with Section 19 of this
Agreement. The Boards of Directors of the Bank and the Company (the
"Boards") will review the Agreement and Executive's performance
annually for purposes of determining whether to extend the
Agreement. The Executive shall receive notice as soon as possible
after such review as to whether the Agreement is to be extended.


4. BASE COMPENSATION.


a. The Bank and the Company agree to pay the Executive during the term
of this Agreement an aggregate base salary at the rate of
$_____________________ per year, payable in accordance with
customary payroll practices of the Bank.


b. The Boards shall review annually the rate of the Executive's base
salary based upon factors they deem relevant, and may maintain or
increase his salary, provided that no such action shall reduce the
rate of salary below the rate in effect on the Effective Date.


c. In the absence of action by the Boards, the Executive shall continue
to receive salary at the annual rate specified on the Effective Date
or, if another rate has been established under the provisions of
this Section 4, the rate last properly established by action of the
Boards under the provisions of this Section 4.


5. BONUSES. The Executive shall be entitled to participate in discretionary bonuses or other incentive compensation programs that the Company and the Bank may award from time to time to senior management employees pursuant to bonus plans or otherwise.


6. BENEFIT PLANS. The Executive shall be entitled to participate in such life insurance, medical, dental, pension, profit sharing, retirement and stock-based compensation plans and other programs and arrangements as may be approved from time to time by the Company and the Bank for the benefit of their employees.


7. VACATION AND LEAVE.


a. The Executive shall be entitled to vacation and other leave in
accordance with policy for senior executives, or otherwise as
approved by the Boards.


b. In addition to paid vacation and other leave, the Executive shall be
entitled, without loss of pay, to absent himself voluntarily from
the performance of his employment for such additional periods of
time and for such valid and legitimate reasons as the Boards may in
their discretion determine. Further, the Boards may grant to the
Executive a leave or leaves of absence, with or without pay, at such
time or times and upon such terms and conditions as the Boards in
their discretion may determine.


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8. EXPENSE PAYMENTS AND REIMBURSEMENTS. The Executive shall be reimbursed for all reasonable out-of-pocket business expenses that he shall incur in connection with his services under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Company and the Bank.


9. AUTOMOBILE. During the term of this Agreement, the Executive shall be entitled to use of an automobile. Executive shall comply with reasonable reporting and expense limitations on the use of such automobile as may be established by the Company or the Bank from time to time, and the Company or the Bank shall annually include on Executive's Form W-2 any amount of income attributable to Executive's personal use of such automobile.


10. LOYALTY AND CONFIDENTIALITY.


a. During the term of this Agreement Executive: (i) shall devote all
his time, attention, skill, and efforts to the faithful performance
of his duties hereunder; provided, however, that from time to time,
Executive may serve on the boards of directors of, and hold any
other offices or positions in, companies or organizations which will
not present any conflict of interest with the Company or the Bank or
any of their subsidiaries or affiliates, unfavorably affect the
performance of Executive's duties pursuant to this Agreement, or
violate any applicable statute or regulation and (ii) shall not
engage in any business or activity contrary to the business affairs
or interests of the Company and the Bank.


b. Nothing contained in this Agreement shall prevent or limit
Executive's right to invest in the capital stock or other securities
of any business dissimilar from that of the Company and the Bank,
or, solely as a passive, minority investor, in any business.


c. Executive agrees to maintain the confidentiality of any and all
information concerning the operation or financial status of the
Company and the Bank; the names or addresses of any of its
borrowers, depositors and other customers; any information
concerning or obtained from such customers; and any other
information concerning the Company and the Bank to which he may be
exposed during the course of his employment. The Executive further
agrees that, unless required by law or specifically permitted by the
Boards in writing, he will not disclose to any person or entity,
either during or subsequent to his employment, any of the
above-mentioned information which is not generally known to the
public, nor shall he employ such information in any way other than
for the benefit of the Company and the Bank.


11. TERMINATION AND TERMINATION PAY. Subject to Section 12 of this Agreement, Executive's employment under this Agreement may be terminated in the following circumstances:


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a. Death. Executive's employment under this Agreement shall terminate
upon his death during the term of this Agreement, in which event
Executive's estate shall be entitled to receive the compensation due
to the Executive through the last day of the calendar month in which
his death occurred.


b. Retirement. This Agreement shall be terminated upon Executive's
retirement under the retirement benefit plan or plans in which he
participates pursuant to Section 6 of this Agreement or
otherwise.


c. Disability.


i. The Boards or Executive may terminate Executive's employment
after having determined Executive has a Disability. For
purposes of this Agreement, "Disability" means a physical or
mental infirmity that impairs Executive's ability to
substantially perform his duties under this Agreement and that
results in Executive becoming eligible for long-term
disability benefits under any long-term disability plans of
the Company and the Bank (or, if there are no such plans in
effect, that impairs Executive's ability to substantially
perform his duties under this Agreement for a period of one
hundred eighty (180) consecutive days). The Boards shall
determine whether or not Executive is and continues to be
permanently disabled for purposes of this Agreement in good
faith, based upon competent medical advice and other factors
that they reasonably believe to be relevant. As a condition to
any benefits, the Boards may require Executive to submit to
such physical or mental evaluations and tests as it deems
reasonably appropriate.


ii. In the event of such Disability, Executive's obligation to
perform services under this Agreement will terminate. The Bank
will pay Executive, as Disability pay, an amount equal to 100%
of Executive's bi-weekly rate of base salary in effect as of
the date of his termination of employment due to Disability.
Disability payments will be made on a monthly basis and will
commence on the first day of the month following the effective
date of Executive's termination of employment for Disability
and end on the earlier of: (A) the date he returns to
full-time employment at the Bank in the same capacity as he
was employed prior to his termination for Disability; (B) his
death; or (C) upon attainment of age 65. Such payments shall
be reduced by the amount of any short- or long-term disability
benefits payable to the Executive under any other disability
programs sponsored by the Company and the Bank. In addition,
during any period of Executive's Disability, Executive and his
dependents shall, to the greatest extent possible, continue to
be covered under all benefit plans (including, without
limitation, retirement plans and medical, dental and life
insurance plans) of the Company and the Bank, in which


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Executive participated prior to his Disability on the same
terms as if Executive were actively employed by the Company
and the Bank.


d. Termination for Cause.


i. The Boards may, by written notice to the Executive in the form
and manner specified in this paragraph, terminate his
employment at any time, for "Cause". The Executive shall have
no right to receive compensation or other benefits for any
period after termination for Cause. Termination for "Cause"
shall mean termination because of, in the good faith
determination of the Boards, Executive's:


(1) Personal dishonesty;


(2) Incompetence;


(3) Willful misconduct;


(4) Breach of fiduciary duty involving personal profit;


(5) Intentional failure to perform stated duties;


(6) Willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or a final
cease-and-desist order; or


(7) Material breach by Executive of any provision of this
Agreement.


ii. Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Cause by the Company and the Bank
unless there shall have been delivered to Executive a copy of
a resolution duly adopted at a meeting of such Boards where in
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