DNB Financial Corporation (NASDAQ:DNBF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 15, 2015, the Board of Directors of DNB Financial Corporation (the "Company") approved, and the Company and DNB First, National Association entered into, an Amendment to Change of Control Agreement with each of William J. Hieb, the Company's President and Chief Executive Officer, and Gerald F. Sopp, the Company's Executive Vice President, Chief Financial Officer and Secretary (each, an "Amended Change of Control Agreement" and together, the "Amended Change of Control Agreements").
Mr. Hieb's and Mr. Sopp's existing agreements obligate the Company to pay each of them, upon a termination of their employment in connection with a "change in control" (as defined in their agreements), either by the Company other than for "cause" (as defined in their agreements), or by Mr. Hieb or Mr. Sopp for "good reason" (as defined in their agreements) a base severance in an in an amount equal to a designated multiple of each executive's total annual cash compensation (the elements of which are defined in their agreements). The Amended Change of Control Agreements adjust Mr. Hieb's designated multiple from 2.00 to 3.00, and Mr. Sopp's designated multiple from 1.50 to 2.50. The Amended Change of Control Agreements also eliminate the provisions of their existing agreements that would operate to limit their severance payments to the extent that the payments, either alone or together with other payments they would have the right receive from the Company that would constitute "parachute payments" under Section 280G of the Internal Revenue Code, would result in the imposition of the excise tax imposed by Section 4999 of the Internal Revenue Code.
Also on November 15, 2015, the Board of Directors of DNB Financial Corporation (the "Company") approved, and the Company entered into, an Amendment to Restricted Stock Award Agreements with each of Mr. Hieb and Mr. Sopp (each, an "Amended Restricted Stock Award Agreement" and together, the "Amended Restricted Stock Award Agreements"). The Amended Restricted Stock Award Agreements provide for the acceleration of the vesting date of grants previously made to Mr. Hieb (9,800 shares) and Mr. Sopp (7,600 shares). to the Amended Restricted Stock Award Agreements, those shares became immediately vested as of November 15, 2017.
The foregoing descriptions of the Amended Change of Control Agreements and Amended Restricted Stock Award Agreements are qualified in their entirety by reference to the Amended Change of Control Agreement and Amended Restricted Stock Award Agreement with respect to Mr. Hieb, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and the Amended Change of Control Agreement and Amended Restricted Stock Award Agreement with respect to Mr. Sopp, copies of which are filed as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
DNB FINANCIAL CORP /PA/ ExhibitEX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT TO CHANGE OF CONTROL AGREEMENT FOR WILLIAM J. HIEB THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of November 15,…To view the full exhibit click here
About DNB Financial Corporation (NASDAQ:DNBF)
DNB Financial Corporation is a bank holding company for DNB First, National Association (the Bank). The Company operates through the Community Banking segment. The Bank is a commercial bank providing a range of services to individuals and small to medium sized businesses in the southeastern Pennsylvania market area, including accepting time, demand and savings deposits, and making secured and unsecured commercial, real estate and consumer loans. In addition, the Bank has over 10 branches and a wealth management group, DNB First Wealth Management. Its loan and lease portfolio consists primarily of commercial and residential real estate loans, commercial loans and lines of credit (including commercial construction), commercial leases and consumer loans. Its investment portfolio includes the United States agency securities, bank stocks, and other bonds and notes. Its primary source of funds is derived from customer deposits, which are typically generated by its branch offices.
