Malvern Bancorp, Inc. (NASDAQ:MLVF) 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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated Employment Agreement for Anthony C.
Weagley.
On May 25, 2017, Malvern Bancorp, Inc. (the Company), Malvern
Federal Savings Bank (the Bank), a wholly-owned subsidiary of the
Company, and Anthony C. Weagley, the President and Chief
Executive Officer of the Company and the Bank, entered into an
Amended and Restated Employment Agreement (the CEO Amended and
Restated Employment Agreement), which amends the employment
agreement the parties entered into dated June 23, 2016 (the 2016
Employment Agreement). The principal changes made to the CEO
Amended and Restated Employment Agreement from the 2016
Employment Agreement are to increase the lump sum cash payment
Mr. Weagley would be entitled to receive upon termination after a
Change in Control (as defined) from two to three times his annual
base salary, and to add COBRA coverage, which entitles Mr.
Weagley to reimbursement of COBRA premiums for up to 18 months
following termination prior to a Change in Control, and up to 18
months following termination after a Change in Control. The
Amendment also revises the language pertaining to Sections 4999
and 280G of the Internal Revenue Code (the Code) to provide that
if the payments that would otherwise be payable to Mr. Weagley in
connection with a termination after a Change in Control would
trigger an excise tax under Section 4999 of the Code, such
amounts would be required to be reduced only if doing so would
result in a greater after-tax amount being retained by Mr.
Weagley.
Amendment to Joseph Gangemis Change in Control Agreement.
On May 25, 2017, Joseph Gangemi, the Senior Vice President and
Chief Financial Officer of the Company and the Bank, entered into
an amendment (the Amendment) to Mr. Gangemis Change in Control
Agreement, dated Mary 23, 2016 (the CIC Agreement) with the Bank.
The CIC Agreement sets forth certain severance payments and other
benefits that Mr. Gangemi will be entitled to in the event of an
involuntary termination of employment that occurs within 90 days
prior to, or within 12 months following, a Change in Control (as
defined). The Amendment increases the severance amount under the
CIC Agreement from 100% of Mr. Gangemis base salary to 150% of
his base salary.
In exchange for the increase in the severance amount, Mr. Gangemi
entered into a Non-Competition, Non-Solicitation, Confidentiality
and Cooperation Agreement (the Restrictive Covenants Agreement)
with the Bank, also dated May 25, 2017. Mr. Gangemis Restrictive
Covenants Agreement provides that during the course of his
employment with the Bank and for a period of 12 months after his
termination of employment with the Bank for any reason (the
Restricted Period), Mr. Gangemi will not, directly or indirectly,
engage, participate or invest in any Competing Business (as
defined) in the Competitive Territory (as defined). Competing
Business is defined as any business engaged in banking or lending
activities, or accepting deposits, providing financial services
or financial advice, or any other activities in which the Company
or the Bank engaged during Mr. Gangemis employment with the Bank.
Competitive Territory is defined as any area that is within a 100
mile radius of any branch or office of the Company or the Bank or
any of their affiliates that is or was in existence during Mr.
Gangemis employment or any location where the Company, the Bank
or any of their respective affiliates had planned to establish a
branch or office during the 12 months prior to Mr. Gangemis
termination of employment.
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The Restrictive Covenants Agreement also contains provisions
prohibiting the solicitation of employees and customers of the
Company or the Bank or any of their respective affiliates.
Employment Agreement with William J. Boylan
On May 25, 2017, the Company, the Bank and William J. Boylan
entered into an employment agreement ( the Boylan Employment
Agreement), which provides that Mr. Boylan will serve as
Executive Vice President and Chief Lending Officer of the Company
and the Bank. The initial term of the Boylan Employment Agreement
will expire on May 26, 2019, and the employment period will be
deemed to be automatically extended for successive one year
periods thereafter, unless at least 60 calendar days prior to the
expiration of the initial or any extended term, the Company or
the Bank shall give written notice to Mr. Boylan, or Mr. Boylan
shall give written notice to the Company or the Bank, of its or
his intention not to renew the employment period.
The Boylan Employment Agreement provides that Mr. Boylans
compensation will include a base salary of $235,000 per annum,
subject to review and increase by the Board of Directors of the
Company (the Company Board) or the Board of Directors of the Bank
(the Bank Board). Mr. Boylan will also be eligible for such
annual bonus as the Company Board or the Bank Board, or an
applicable committee thereof, determines in its sole discretion
to be appropriate based upon achievement of such performance
goals or other factors as such Company Board or Bank Board or
committee deems appropriate.
If Mr. Boylans employment is terminated by the Company or the
Bank without cause (other than due to death or disability) or if
the Company or the Bank terminate the Boylan Employment Agreement
to a non-renewal notice, in each case on or after a Change in
Control (as defined), or if Mr. Boylans employment is terminated
by him for Good Reason (as defined) on or after a Change in
Control, Mr. Boylan will be entitled to receive all unpaid salary
and accrued benefits to the termination date, plus, subject to
his execution of a mutually satisfactory release, a lump sum cash
payment equal to any unpaid annual bonus earned and owed to him
for a previous calendar year and any amounts earned by him but
unpaid under the Banks Lender Incentive Plan, plus 24 months of
his base salary. In addition, Mr. Boylan would become fully
vested in all equity-based options and other awards, and he would
be entitled to reimbursement for COBRA premiums paid by him for
up to 18 months immediately following termination.
If Mr. Boylans employment is terminated by the Company or the
Bank without Cause (as defined), other than due to death or
disability, or if the Company or the Bank terminate the Boylan
Employment Agreement to a non-renewal notice, in each case before
a Change in Control, or if Mr. Boylans employment is terminated
by him for Good Reason before a Change in Control, he will be
entitled to receive all unpaid salary and accrued benefits to the
termination date, plus, subject to his execution of a mutually
satisfactory release, his then annual rate of base salary for
twelve months, as severance. He would also be entitled to
reimbursement for COBRA premiums for up to six months.
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If Mr. Boylans employment is terminated at any time for Cause or
if he resigns without Good Reason, he will be entitled to receive
only unpaid salary and accrued benefits to the termination date.
In connection with executing the Boylan Employment Agreement, Mr.
Boylan executed a Non-Competition, Non-Solicitation,
Confidentiality and Cooperation Agreement which is comparable to
Mr. Gangemis Restrictive Covenants Agreement.
The foregoing descriptions are qualified in their entirety by the
full text of the applicable agreements, which are filed as
Exhibits to this Current Report on Form 8-K.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed
with this Current Report on Form 8-K:
Exhibit 10.1 Amended and Restated Employment Agreement, dated May
25, 2017, among Malvern Bancorp, Inc., Malvern Federal Savings
Bank and Anthony C. Weagley.
Exhibit 10.2 Amendment to Change in Control Agreement, dated May
25, 2017, between Joseph Gangemi and Malvern Federal Savings
Bank, including his Non-Competition, Non-Solicitation,
Confidentiality and Cooperation Agreement.
Exhibit 10.3 Employment Agreement, dated May 25, 2017, among
Malvern Bancorp, Inc., Malvern Federal Savings Bank and William
J. Boylan, including his Non-Competition, Non-Solicitation,
Confidentiality and Cooperation Agreement.
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Malvern Bancorp, Inc. (NASDAQ:MLVF) Recent Trading Information
Malvern Bancorp, Inc. (NASDAQ:MLVF) closed its last trading session 00.00 at 21.90 with 5,575 shares trading hands.