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): December 12, 2013
| DCB FINANCIAL CORP |
| (Exact name of registrant as specified in its charter) |
| Ohio | 0-22387 | 31-1469837 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 110 Riverbend Avenue, Lewis Center, Ohio 43035 |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (740) 657-7000
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(e).
On December 12, 2013, The Delaware County Bank & Trust Company (the “Bank”) and DCB Financial Corp (“DCBF”), the parent holding company of the Bank, entered into an employment agreement extension (the “Employment Agreement Extension”) of its September 29, 2011 employment agreement with Ronald J. Seiffert, pursuant to which, as previously amended and extended (the “Original Agreement”), Mr. Seiffert serves as President and Chief Executive Officer of DCBF and the Bank. The Employment Agreement Extension, effective as of December 12, 2013 (the “Effective Date”), extends the term of Mr. Seiffert’s employment through January 1, 2016 (the “Extended Term”) and provides for the same terms and conditions as specified in the Original Agreement, except for (i) the Extended Term; (ii) the termination of country club membership and expenses; (iv) the extension of the severance payment period to include one year from the date of termination during the Extended Term upon a termination for other than just cause; and (v) the increase of the severance payment upon a change of control from “one times the average of the annual total base salary” to “three times the average of the annual total base salary.”
A copy of the Employment Agreement Extension is attached hereto as Exhibit 10.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibit |
The following exhibit is furnished herewith:
Exhibit
| Number | Exhibit Description |
| 10.1 | Extension of Employment Agreement dated December 12, 2013 by and between DCB Financial Corp, The Delaware County Bank and Trust Company and Ronald J. Seiffert |
SIGNATURE
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 thereunto duly authorized.
| DCB FINANCIAL CORP | |||
| Date: December 13, 2013 | |||
| By: | /s/ Ronald J. Seiffert | ||
| Ronald J. Seiffert | |||
| President and Chief Executive Officer | |||
Exhibit 10.1
Extension of Employment Agreement
This Extension of Employment Agreement (the “Extension Agreement”) is made and entered into this 12th day of December 2013 (the “Extension Date”), by and between DCB Financial Corp, a registered bank holding company (“DCBF”), and its wholly-owned subsidiary The Delaware County Bank and Trust Company (“DCB&T”; collectively with DCBF, the “Bank” herein), an Ohio-chartered FDIC-insured non-member bank, and Ronald J. Seiffert, an individual currently residing at 7570 Wills Run Lane, Blacklick, Ohio (“Executive”). The Bank and Executive will be referred to collectively herein sometimes as the “Parties”.
WHEREAS, the Bank and Executive are parties to a certain Employment Agreement dated the 29th day of September, 2011 (the “Employment Agreement”), the terms and conditions of which are incorporated herein by reference, and
WHEREAS, the Parties desire to extend the Term of the Employment Agreement for an additional two-year period commencing January 1, 2014 (the “First Extended Term”), as provided in section 2 of the Employment Agreement upon the same terms and conditions set forth in the Employment Agreement and subject to the modifications and revisions set forth in this Extension Agreement.
NOW THEREFORE, in consideration of the mutual promises contained herein and in the Employment Agreement, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
| 1. | The foregoing recitals are incorporated herein by reference. |
| 2. | Except as otherwise expressly provided herein, capitalized terms contained in this Extension Agreement have the same meaning
as in the Employment Agreement. |
| 3. | The First Extended Term is hereby deemed an Extended Term as defined in the Employment Agreement. |
| 4. | Section 4(e) of the Employment Agreement is hereby terminated. |
| 5. | Section 5(b) of the Employment Agreement is hereby amended and revised for the First Extended Term to read in its entirety
as set forth in Exhibit A attached hereto and incorporated herein by reference. |
| 6. | Section 5(c) of the Employment Agreement is hereby amended and revised for the First Extended Term to provide that reference
to the phrase “one times the average of the annual total Base Salary” shall be “three times the average of the
annual total Base Salary”. |
| 7. | Except as expressly amended hereby, each and every of the other terms and conditions of the Employment Agreement shall remain in full force and effect for the First Extended Term. |
IN WITNESS WHEREOF, the Parties have entered into this Extension Agreement on the day and year first above written.
DCB Financial Corp
/s/ Vicki J. Lewis
By: Vicki J. Lewis
Its: Chairperson
/s/ Adam Stevenson
By: Adam Stevenson
Its: Director and Chair of the Compensation Committee
The Delaware County Bank & Trust Company
/s/ Vicki J. Lewis
By: Vicki J. Lewis
Its: Chairperson
/s/ Adam Stevenson
By: Adam Stevenson
Its: Director and Chair of the Compensation Committee
Executive:
/s/ Ronald J. Seiffert
Ronald J. Seiffert
Exhibit A
Section 5(b) of the Employment Agreement is hereby amended and revised for the First Extended Term to read in its entirety as follows:
b. Other than Just Cause. If the Bank terminates Executive’s employment hereunder for any reason other than Just Cause, and unless Executive’s employment is terminated or suspended pursuant to subsections c., d., e., or f. herein (which shall govern in the instances described therein), Executive will be entitled to receive continuation of his Base Salary, in an amount equal to the average of the annual total Base Salary paid to the Executive for the last two calendar years in which he was employed by the Bank, payable in equal monthly payments subject to taxes and other appropriate withholding, for a period commencing on the date of termination and ending upon the later to occur of one year from the date of termination or termination of the Extended Term then in effect, but in no event longer than two years from the date of termination, provided, however, that (i) each monthly payment will be reduced by the amount of wages or other compensation for services rendered earned by Executive during the preceding month from sources other than the Bank and (ii) Executive must use reasonable efforts to obtain employment or other work and, upon the Bank’s request, provide documentation of such efforts to the Bank’s satisfaction.