Emclaire Financial Corp (NASDAQ:EMCF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01
(e) On February 8, 2019, The Farmers National Bank of Emlenton (the “Bank”), the wholly owned national bank subsidiary of Emclaire Financial Corp (the “Corporation”), entered into amendments (the “Amendments”) to existing Supplemental Executive Retirement Plan Agreements (the “SERPs”) with William C. Marsh, Chairman, President and Chief Executive Officer of the Corporation and the Bank, Jennifer A. Roxbury, Secretary of the Corporation and Senior Vice President and Chief Operating Officer of the Bank, and Amanda L. Engles, Treasurer and Chief Financial Officer of the Corporation and Senior Vice President and Chief Financial Officer of the Bank. The Amendments adjust the amounts payable to the SERPs to reflect each the executive’s current salary levels.
The SERPs are non-qualified defined benefit plans and are unfunded. The SERPs have no assets, and the benefits payable under the SERPs are not secured. The SERP participants are general creditors of the Bank in regards to their vested SERP benefits. The SERPs provide for retirement benefits upon reaching age 65, and the participants become vested in their benefits up until their normal retirement age. Upon attaining normal retirement age, Mr. Marsh. Ms. Roxbury and Ms. Engles would be entitled to receive an annual payment of $110,000, $56,500 and $45,000, respectively, payable in equal monthly installments each year for a 20-year period under the SERPS, as amended.
Each of the SERPs provide that in the event of a change in control of the Corporation or the Bank (as defined in the agreements), the executive will receive their supplemental retirement benefits in a lump sum payment if the change in control occurs before the executive’s employment is terminated and before the executive reaches normal retirement age. If a change in control had occurred on February 8, 2019, Mr. Marsh, Ms. Roxbury and Ms. Engles would have been entitled to lump sum payments of $870,644, $380,259 and $14,389, respectively. Such payments could be limited if they are deemed “parachute payments” under Section 280G of the Internal Revenue Code, as amended.
The SERPs prohibit the executives from competing against the Bank or soliciting customers or employees of the Bank for a period of three years following a termination of employment if such termination occurs prior to a change in control. If the executives are still employed at the time of a change in control, the SERPs impose non-compete and non-solicitation provisions on Ms. Roxbury and Ms. Engles for a period of six months following the change in control. An existing employment agreement imposes non-compete and non-solicitation provisions on Mr. Marsh for a period of 12 months following a change in control.
For additional information, reference is made to the SERPs and the Amendments included as Exhibits 10.1 through 10.6 hereto, which are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
The following exhibits are filed herewith.
|
ExhibitNumber |
Description |
| 10.1 | Amended and Restated Supplemental Executive Retirement Plan Agreement between The Farmers National Bank of Emlenton and William C. Marsh, dated as of November 18, 2015 (1) |
| 10.2 | Amended and Restated Supplemental Executive Retirement Plan Agreement between The Farmers National Bank of Emlenton and Jennifer A. Roxbury, dated as of November 18, 2015 |
| 10.3 | Supplemental Executive Retirement Plan Agreement between The Farmers National Bank of Emlenton and Amanda L. Engles, dated as of November 15, 2017 (2) |
| 10.4 | First Amendment dated as of February 8, 2019 to the Amended and Restated Supplemental Executive Retirement Plan Agreement between The Farmers National Bank of Emlenton and William C. Marsh, dated as of November 18, 2015 |
| 10.5 | First Amendment dated as of February 8, 2019 to the Amended and Restated Supplemental Executive Retirement Plan Agreement between The Farmers National Bank of Emlenton and Jennifer A Roxbury, dated as of November 18, 2015 |
| 10.6 | First Amendment dated as of February 8, 2019 to the Supplemental Executive Retirement Plan Agreement between The Farmers National Bank of Emlenton and Amanda L. Engles, dated as of November 15, 2017 |
| (1) | Incorporated by reference to the Corporation’s Current Report on Form 8-K dated November 18, 2015. |
| (2) | Incorporated by reference to the Corporation’s Current Report on Form 8-K dated November 15, 2017. |
EMCLAIRE FINANCIAL CORP Exhibit
EX-10.2 2 tv512915_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT This Amended and Restated Supplemental Executive Retirement Plan Agreement (the “Agreement”),…
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About Emclaire Financial Corp (NASDAQ:EMCF)
Emclaire Financial Corp is a financial holding company. The Company provides a range of retail and commercial financial products and services to customers in western Pennsylvania through its subsidiary bank, The Farmers National Bank of Emlenton (the Bank). The Company also provides real estate settlement services through its subsidiary, Emclaire Settlement Services, LLC (the Title Company). The Bank’s primary business consists of attracting deposits from the public and investing the funds in real estate loans secured by liens on residential and commercial property, consumer loans, commercial business loans, marketable securities and interest-earning deposits. It offers a range of deposit account products to both consumer and commercial deposit customers, including time deposits, noninterest bearing and interest bearing demand deposit accounts, savings deposits and money market accounts. The Bank operates through a network of approximately 10 retail branch offices.
