SOUND FINANCIAL BANCORP, INC. (NASDAQ:SFBC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SOUND FINANCIAL BANCORP, INC. (NASDAQ:SFBC) 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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(e)On October 25, 2018, Sound Financial Bancorp, Inc. (the "Company") and its wholly owned subsidiary, Sound Community Bank (the "Bank"), entered into change of control agreements (the "CIC Agreements") with Daphne Kelley, Senior Vice President and Chief Financial Officer of the Company and the Bank, and with Heidi Sexton, Executive Vice President and Chief Operating Officer of the Bank. The CIC Agreements remain in effect until canceled by either party, upon at least 12 months prior written notice to the other party.

Under each of the CIC Agreements, the executive will be entitled to a change in control payment from the Company if she is involuntary terminated (as defined in the agreement) concurrently with or within 12 months following a change in control (as defined in the agreement). In such an event, the executive will be entitled to receive a lump sum cash payment equal to two times her then current annual base salary. The CIC Agreements also provide that for a period ending at the earlier of (i) eighteen (18) months after the effective date of the executive's termination or (ii) the date of the executive's full time employment by another employer that provides substantially similar benefits, at no premium cost to the executive, the Company shall maintain the same group health benefits and other group insurance and group retirement benefits as the executive would have received had she continued to be employed by the Company and/or the Bank, to the extent that the Company and the Bank can do so under the terms of applicable plans as are maintained by the Company and the Bank for the benefit of its executive officers from time to time. All of the above payments that would be made in connection with a change in control are subject to cut-back to the extent the payments are deemed "parachute payments" under Section 280G of the Internal Revenue Code, as amended.

The foregoing summary of the CIC Agreements is qualified in its entirety by reference to the CIC Agreements, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(d)Exhibits

Change of Control Agreement dated October 25, 2018 by and among Sound Financial Bancorp, Inc., Sound Community Bank and Daphne Kelley.

Change of Control Agreement dated October 25, 2018 by and among Sound Financial Bancorp, Inc., Sound Community Bank and Heidi Sexton.


Sound Financial Bancorp, Inc. Exhibit
EX-10.1 2 ex101.htm CHANGE OF CONTROL AGREEMENT OF DAPHNE KELLEY   Exhibit 10.1   CHANGE OF CONTROL AGREEMENT THIS AGREEMENT is entered into as of the 25th day of October,…
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