GREAT WESTERN BANCORP, INC. (NYSE:GWB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 22, 2018, Great Western Bancorp, Inc. (the “Company”) appointed Tim Kintner to the position of Executive Vice President of the Company and Regional President of Great Western Bank (the “Bank”). Mr. Kintner, who is 59 years old, joined the Bank on February 16, 2018 as Regional President and is responsible for the overall direction and banking operations for the South Dakota region. Prior to joining the Bank, Mr. Kintner was employed with Bankers Trust for 16 years holding various management executive level positions including President, CEO and Chairman of the Cedar Rapids, Iowa market from 2002 to 2013 and most recently as Executive Vice President – Regional Banking Markets and Community Relations from 2013 to 2018.

On February 22, 2018, the Company entered into a Change in Control Agreement (“Agreement”) with Tim Kintner. In accordance with its terms, the Agreement continues until either Mr. Kintner or the Company terminates Mr. Kintner’s employment.

The Agreement provides for post-termination compensation for a qualifying event or circumstance. Additionally, the Agreement provides for the payment of enhanced severance benefits if Mr. Kintner’s employment is terminated within 24 months of a "change in control" (as defined in the Agreement). Upon a termination of Mr. Kintner’s employment by the Company without “cause” or by Mr. Kintner for “good reason”, subject to a general release of claims in favor of the Company, Mr. Kintner will be entitled to: (i) a prorated annual incentive bonus under the STI Plan for the year of termination based on actual performance; (ii) a severance payment equal to two times for Mr. Kintner, the sum of (A) the then-current annual base salary and (B) the then-current target annual incentive bonus; (iii) a lump-sum payment (grossed up for applicable taxes) equal to 24 times the monthly Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") cost of continued health and medical coverage and (iv) continued vesting of any outstanding equity compensation awards under the LTI Plan as if Mr. Kintner had remained employed through the applicable vesting dates.

The Agreement provides that during the term of the Agreement or so long as Mr. Kintner is an employee of the Bank and for a period of one year thereafter unless consented to by the Bank, Mr. Kintner will not (i) compete or engage in any business or render any services to any business, person or entity that competes in the same business or profession of Bank in any county in which Bank maintains a branch office or facility at the time of termination of employment, or any county that is contiguous thereto; and (ii) solicit, aid or induce any current employee of Bank to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with Bank or its affiliates or to retain such employee, representative or agent, or take any action to assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent. The Agreement also contains confidentiality and non-disparagement provisions, which apply indefinitely.

The foregoing description of the Agreement with Mr. Kintner is qualified in its entirety by reference to the Change in Control Agreement that is attached hereto as Exhibit 10.1 of this Current Report on Form 8-K, and is incorporated by reference into this Item 5.02.

Mr. Kintner was not selected as Executive Vice President and Regional President to any arrangement or understanding between him and any other person. There are no family relationships between Mr. Kintner and any of the Company’s other directors or executive officers. Since the beginning of the Company’s last fiscal year, there has been no transaction or currently proposed transaction in which the Company was or is to be a participant and in which Mr. Kintner or any of his immediate family members had or will have a direct or indirect material interest required to be disclosed under Item 404(a) of Regulation S-K.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Great Western Bancorp, Inc. Exhibit
EX-10.1 2 kitnterchangeincontrolfe….
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About GREAT WESTERN BANCORP, INC. (NYSE:GWB)

Great Western Bancorp, Inc. is a full-service regional bank holding company. The Company is the holding company of the Great Western Bank (the Bank). As of September 30, 2016, the Company served customers through 173 branches in various markets in Arizona, Colorado, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota and South Dakota. The Company focuses on business and agribusiness banking, complemented by retail banking and wealth management services. The Company’s loan portfolio consists primarily of business loans, consisting of commercial and industrial loans (C&I), commercial real estate loans and agribusiness loans. The Company offers its business banking customers a focused range of financial products designed to meet the specific needs of their businesses, including loans, lines of credit, cash management services, online business deposit and wire transfer services, in addition to non-interest-bearing demand deposit and savings accounts, and corporate credit cards.