0000946275-15-000019.txt : 20150219 0000946275-15-000019.hdr.sgml : 20150219 20150218095023 ACCESSION NUMBER: 0000946275-15-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150218 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150218 DATE AS OF CHANGE: 20150218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORWOOD FINANCIAL CORP CENTRAL INDEX KEY: 0001013272 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232828306 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28364 FILM NUMBER: 15626381 BUSINESS ADDRESS: STREET 1: 717 MAIN ST STREET 2: PO BOX 269 CITY: HONESDALE STATE: PA ZIP: 18431 BUSINESS PHONE: 7172531455 8-K 1 f8k_021815-0160.htm FORM 8-K f8k_021815-0160.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 
Date of Report (Date of earliest event reported)
February 18 , 2015
  
     
 
Norwood Financial Corp.
(Exact name of registrant as specified in its charter)
 
Pennsylvania
  
0-28364
  
23-2828306
  
(State or other jurisdiction
  
(Commission File
  
(IRS Employer
  
of incorporation)
  
Number)
  
Identification No.)
  

717 Main Street, Honesdale, Pennsylvania
  
18431
  
(Address of principal executive offices)
  
(Zip Code)
  

Registrant's telephone number, including area code:
(570) 253-1455
  
     
 
 
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)
 

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).



 
 
 

NORWOOD FINANCIAL CORP.

INFORMATION TO BE INCLUDED IN THE REPORT
 

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On February 18, 2015, the Registrant and its wholly owned subsidiary, Wayne Bank, entered into an Addendum to the Change-in-Control Severance Agreement of William S. Lance to extend its term for an additional three years..  For further information, reference is made to the Addendum, which is filed as Exhibit 10.1 hereto.
 

Item 9.01.
Financial Statements and Exhibits
 
(d)           The following exhibits are filed with this report.

Number                                Description

10.1          Addendum to Change-in-Control Severance Agreement with William S. Lance, dated February 18, 2015.


 

 
 
 

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


       
NORWOOD FINANCIAL CORP.
 
         
Date:
February 18, 2015
  
By:
 /s/ Lewis J. Critelli
       
Lewis J. Critelli
       
President and Chief Executive Officer
       
(Duly Authorized Representative)

EX-10.1 2 ex10-1.htm ADDENDUM TO CHANGE-IN-CONTROL SEVERANCE AGREEMENT WITH WILLIAM S. LANCE, DATED FEBRUARY 18, 2015 ex10-1.htm
ADDENDUM TO THE CHANGE-IN-CONTROL SEVERANCE AGREEMENT

This Addendum to the Change-in-Control Severance Agreement is made and entered into between Norwood Financial Corp. (the "Company"), Wayne Bank ("Bank") and William S. Lance (the "Executive") as of this 18th day of February, 2015.

WHEREAS, the Company, the Bank and the Executive have previously entered into a Change-in-Control Severance Agreement, dated March 2, 2010 (the "Agreement"), providing for the payment of severance benefits to the Executive in the event of a change-in-control of the Company and the Bank; and

WHEREAS, The Agreement is scheduled to expire on March 2, 2015 and the parties desire to extend the term of the Agreement for another three years; and

WHEREAS, Section 13 of the Agreement provides that amendments to the Agreement may be made in writing and signed by all parties,

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged:

1.           Section 5 of the Agreement is hereby amended by the inclusion of the following sentence at the end of Section 5,  as follows:

"Notwithstanding anything herein to the contrary, the Term of this Agreement shall be extended for the period from March 2, 2015 through March 2, 2018, except as may be extended beyond that date by future action of the parties."

2.           Except as set forth herein, such Agreement shall remain in full force and effect as in effect as of the date of this Addendum.

IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first hereinabove written.


 
Wayne Bank
     
 
By:
 /s/ Lewis J. Critelli
   
Lewis J. Critelli
 
Its:
President and Chief Executive Officer
 
 
 
Norwood Financial Corp.
     
 
By:
 /s/ Lewis J. Critelli
   
Lewis J. Critelli
 
Its:
President and Chief Executive Officer

 
    /s/ William S. Lance
   
William S. Lance, Executive