FIRST NORTHERN COMMUNITY BANCORP (OTCMKTS:FNRN) 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 DIRECTOR OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e) Modification to the Executive Deferral Plan and approval of Executive Retirement/Retention Participation Agreements
On July 20, 2017, the Compensation Committee (Committee) of the Board of Directors of First Northern Community Bancorp (the Company) recommended the approval of, and the Board of Directors of the Company approved, the amendment and restatement of the Executive Deferral Plan of First Northern Bank (Executive Deferral Plan) to permit executive retirement/retention award contributions under the Executive Deferral Plan. The Committee also approved two Executive Retirement/Retention Participation Agreements (each, an Agreement, and together, Agreements) for Jeremiah Smith (Chief Financial Officer) and Joe Danelson (Chief Credit Officer).
The purpose of these Agreements is to provide supplementary Executive Retirement/Retention awards (Awards) to the executives. The size of the Awards is based on the achievement of annual performance goals as determined in advance by the Committee. The performance goal for 2017 is based on the Company's return on equity. The executives have been deemed to defer 50% of the Awards into the Executive Deferral Plan. Each Agreement provides for different vesting conditions:
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For Mr. Danelson, he will become fully vested in his Awards as of his 65th birthday, provided he remain in continuous employment with the Company through this date. If his employment is terminated for "cause" or without "good reason" before his 65th birthday, he will forfeit any unvested Awards. However, if he is terminated (i) without "cause," (ii) voluntarily for "good reason," (iii) for any reason within 24 months after a "change in control," (as each term is defined in the Agreement), or (iv) due to his death or disability, 50% of his Awards will be vested. |
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For Mr. Smith, he will become 50% vested in his Awards on the date he becomes Chief Executive Officer of the Company, and fully vested in the remaining 50% upon his 65th birthday, in each case provided he remain in continuous employment with the Company through such dates. If his employment is terminated for "cause" or without "good reason," he will forfeit any unvested Awards. However, if he is terminated (i) without "cause," (ii) voluntarily for "good reason," (iii) for any reason within 24 months after a "change in control," (as each term is defined in the Agreement), or (iv) due to death or disability, 50% of his Awards will be vested. If an individual other than Mr. Smith replaces Louise Walker as Chief Executive Officer of the Company, Mr. Smith will immediately vest 50% in his Awards. |
About FIRST NORTHERN COMMUNITY BANCORP (OTCMKTS:FNRN)
First Northern Community Bancorp is the bank holding company for First Northern Bank of Dixon (First Northern or the Bank). First Northern engages in the general commercial banking business across the California Counties of Solano, Yolo, Placer and Sacramento. The Bank’s commercial banking business includes accepting demand, interest bearing transaction, savings, and time deposits, and making commercial, consumer and real estate related loans. The Bank also offers issues cashier’s checks, sells travelers’ checks, rents safe deposit boxes and other customary banking services. First Northern also offers a range of alternative investment products and services through Raymond James Financial Services, Inc., equipment leasing, credit cards, merchant card processing, payroll services and international banking services through third parties. The Company and the Bank are engaged in the banking business through approximately 14 offices in over five counties in Northern California.