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): April 9, 2013
First Trinity Financial Corporation
(Exact name of registrant as specified in its charter)
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Oklahoma |
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000-52613 |
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34-1001436 |
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(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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7633 E 63rd Place, Suite 230, Tulsa, Oklahoma |
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74133 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(918) 249-2438
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(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:
☐ 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))
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Item 1.01 |
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Entry into a Material Definitive Agreement. |
Amendments to Existing Employment Agreements
On April 9, 2013, First Trinity Financial Corporation amended the existing employment agreements of its Chief Executive Officer, Gregg E. Zahn, and Chief Financial Officer, Jeffrey J. Wood. For additional information related to the Amendment to existing Employment Agreements, see item 5.02 and Exhibits 10.20 and 10.21 which are being filed with this Current Report on Form 8-K and are incorporated herein by reference.
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers. |
On April 9, 2013, First Trinity Financial Corporation (the “Company”) amended the Existing Employment Agreements (the “Amendments”) of Gregg E. Zahn, the Company’s Chief Executive Officer, and Jeffrey J. Wood, the Company’s Chief Financial Officer.
The first of the two Amendments reflects the changes to the terms and conditions of Mr. Zahn’s existing employment agreement originated on June 7, 2010, as reported in Form 8-K filed on June 11, 2010 and as amended on December 8, 2011, as reported in Form 8-K filed on December 13, 2011, and further amended on October 8, 2012, as reported in Form 8-K filed on October 10, 2012. The Amendments to Mr. Zahn’s base salary and bonuses provides three things:
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1. |
Mr. Zahn’s annual salary of $300,000 will increase annually on January 1st of each year by 6% (retroactive to January 1, 2013) during 2013 and in subsequent years as follows: 2013 - $318,000; 2014 - $337,080; 2015 - $357,304; 2016 - $378,742; and 2017 - $401,466. Mr. Zahn’s base salary will be revisited when the Company’s assets reach $500,000,000. |
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Mr. Zahn will receive an asset growth bonus (with assets measured using the U.S. GAAP basis of accounting) as follows: $200,000 bonus when the Company’s assets reach $200,000,000; $250,000 bonus when the Company’s assets reach $250,000,000; $300,000 bonus when the Company’s assets reach $300,000,000; $350,000 bonus when the Company’s assets reach $350,000,000; $400,000 bonus when the Company’s assets reach $400,000,000; $450,000 bonus when the Company’s assets reach $450,000,000 and $500,000 bonus when the Company’s assets reach $500,000,000. More than one asset growth bonus can be reached in any given year. Mr. Zahn’s asset growth bonus will be revisited when the Company’s assets reach $500,000,000. |
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Mr. Zahn will receive a net profit bonus of 5% of the net income (with operating results measured using the U.S. GAAP basis of accounting) of the Company each year after completion of the audit and the filing of the Company’s Form 10-K. The net profit bonus will be capped at 200% of Mr. Zahn’s base salary for the year the net profit bonus was calculated. The initial net profit bonus will be calculated for the year ended December 31, 2012. |
The second of the two Amendments reflects the changes to the terms and conditions of Mr. Wood’s existing employment agreement originated on December 8, 2011, as reported in Form 8-K filed on December 13, 2011. The Amendment provides that Mr. Wood’s annual salary will be increased to $225,000 (retroactive to January 1, 2013).
Item 9.01 Financial Statements and Exhibits
The preceding descriptions of the Amendment to Existing Employment Agreements are a summary only and are qualified in their entirety by reference to the Amendments to Existing Employment Agreements, which are attached as Exhibits 10.20 and 10.21 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits
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Exhibit 10.20 |
Third Amendment to Existing Employment Agreement between First Trinity Financial Corporation and Gregg E. Zahn, dated April 9, 2013. |
Exhibit 10.21 First Amendment to Existing Employment agreement between First Trinity Financial Corporation and Jeffrey J. Wood, dated April 9, 2013.
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 thereunto duly authorized.
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First Trinity Financial Corporation | ||
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Date: April 11, 2013 |
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By: |
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/s/ Gregg E. Zahn |
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Name: |
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Gregg E. Zahn |
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Title: |
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President and Chief Executive Officer |
Exhibit 10.20
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the "Third Amendment to Employment Agreement") is entered into this 9th day of April 2013 (retroactive to January 1, 2013) by and between First Trinity Financial Corporation, an Oklahoma corporation (the "Company"), and Gregg E. Zahn ("Employee").
The Company and Employee entered into an Employment Agreement dated June 7, 2010 (the "Employment Agreement"); an Amendment to the Employment Agreement dated December 8, 2011 (retroactive to August 1, 2011) (the “First Amendment to Employment Agreement”) and an Amendment to the Employment Agreement dated October 8, 2012 (the “Second Amendment to Employment Agreement”) which contains the terms and conditions of the Company's employment of the Employee. The Company and Employee now desire to amend and correct certain provisions of the Employment Agreement and the First Amendment to Employment Agreement and Second Amendment to Employment Agreement.
The Employment Agreement may be amended by the Company and Employee in accordance with section 11(a) of the Employment Agreement upon the mutual consent of the Company and Employee.
NOW, THEREFORE, in consideration of the following promises and mutual covenants, and intending to be legally bound, the parties agree as follows:
Except as otherwise specifically provided in this Third Amendment to the Employee Agreement, the capitalized terms used in this Third Amendment to the Employment Agreement and defined in the Employment Agreement shall have the same meanings as provided in the Employment Agreement.
3. Amendment of Section 3(a) and 3(b), Compensation of the Employment Agreement and First Amendment to Employment Agreement and Second Amendment to Employment Agreement.
Section 3A, Compensation of the Employment Agreement and the First Amendment to Employment Agreement and Second Amendment to Employment Agreement are amended and corrected by deleting the terms of Section 3(a) and 3(b) Compensation of the Employment Agreement in its entirety and the First Amendment to Employment Agreement and Second Amendment to Employment Agreement in its entirety and substituting the following in their place, reading in the entirety as follows:
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(a) |
Base Salary. As compensation for all services rendered by the Employee under this agreement, Company will pay Employee a base salary of $25,000 per month, payable periodically, in substantially equal amounts, but no less often than semi-monthly in accordance with company's payroll practices from time to time in effect. In addition to the monthly compensation above, Employee shall receive an $1,100.00 per month vehicle allowance on the first day of each month during the term of this agreement. |
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The Employee’s base salary will increase annually on January 1st of each year by 6% (retroactive to January 1, 2013) during 2013 and in subsequent years as follows: 2013 - $318,000; 2014 - $337,080; 2015 - $357,304; 2016 - $378,742; and 2017 - $401,466. The Employee’s base salary will be revisited when the Company’s assets reach $500,000,000. |
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Asset Growth Bonus. In addition to the Employee’s base salary (including 6% annual increases on each January 1st for 2013 through 2017, the Employee will receive an asset growth bonus (with assets measured using the U.S. GAAP basis of accounting) as follows: $200,000 bonus when the Company’s assets reach $200,000,000; $250,000 bonus when the Company’s assets reach $250,000,000; $300,000 bonus when the Company’s assets reach $300,000,000; $350,000 bonus when the Company’s assets reach $350,000,000; $400,000 bonus when the Company’s assets reach $400,000,000; $450,000 bonus when the Company’s assets reach $450,000,000 and $500,000 bonus when the Company’s assets reach $500,000,000. More than one asset growth bonus can be reached in any given year. The Employee’s asset growth bonus will be revisited when the Company’s assets reach $500,000,000. |
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Net Profit Bonus. In addition to the Employee’s base salary (including 6% annual increases on each January 1st for 2013 through 2017) and asset growth bonus, the Employee will receive a net profit bonus of 5% of the net income (with operating results measured using the U.S. GAAP basis of accounting) of the Company each year after completion of the audit and the filing of the Company’s Form 10-K. The net profit bonus will be capped at 200% of the Employee’s base salary for the year the net profit bonus was calculated. The initial net profit bonus will be calculated for the year ended December 31, 2012. |
EFFECT OF AMENDMENTS ON EMPLOYMENT AGREEMENT.
All provisions of the Third Amendment to the Employment Agreement shall be deemed to be incorporated in, and made part of, the Employment Agreement, First Amendment to the Employment Agreement and Second Amendment to the Employment Agreement, as amended and supplemented by this Third Amendment to the Employment Agreement, shall be read, taken, and construed as one and the same agreement. Other than as expressly set forth herein, this Third Amendment to the Employment Agreement shall not constitute a consent or waiver to or modification of any term or condition of the Employment Agreement, First Amendment to the Employment Agreement and Second Amendment to the Employment Agreement. Subject to the express modifications made by this Third Amendment to the Employment Agreement, all terms, provisions, covenants, representations, warranties, agreements, and conditions contained in the Employment Agreement, First Amendment to the Employment Agreement and Second Amendment of the Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Third Amendment to the Employment Agreement to be signed by the Chairman of the Company’s Compensation Committee and Employee has executed this Third Amendment to the Employment Agreement, both as of the day and year first written below.
Executed this 9th day of April 2013.
First Trinity Financial Corporation
By: /s/ George E Peintner George E. Peintner Chairman of Compensation Committee
Employee
By: /s/ Gregg E. Zahn Gregg E. Zahn
President and Chief Executive Officer
Exhibit 10.21
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment to Employment Agreement") is entered into this 9th day of April 2013 (retroactive to January 1, 2013) by and between First Trinity Financial Corporation, an Oklahoma corporation (the "Company"), and Jeffrey J. Wood ("Employee").
The Company and Employee entered into an Employment Agreement dated December 8, 2011 (retroactive to August 1, 2011) (the “Employment Agreement”) which contains the terms and conditions of the Company's employment of the Employee. The Company and Employee now desire to amend and correct certain provisions of the Employment Agreement.
The Employment Agreement may be amended by the Company and Employee in accordance with section 11(a) of the Employment Agreement upon the mutual consent of the Company and Employee.
NOW, THEREFORE, in consideration of the following promises and mutual covenants, and intending to be legally bound, the parties agree as follows:
Except as otherwise specifically provided in this First Amendment to the Employee Agreement, the capitalized terms used in this First Amendment to the Employment Agreement and defined in the Employment Agreement shall have the same meanings as provided in the Employment Agreement.
3. Amendment of Section 3(a), Compensation of the Employment Agreement.
Section 3A, Compensation of the Employment Agreement are amended and corrected by deleting the terms of Section 3(a) Compensation of the Employment Agreement in its entirety and substituting the following in their place, reading in the entirety as follows:
(a) Base Salary. As compensation for all services rendered by the employee under this agreement, Company will pay Employee a base salary of $ 18,750 per month, payable periodically, in substantially equal amounts, but no less often than semi-monthly in accordance with company’s payroll practices from time to time in effect.
EFFECT OF AMENDMENTS ON EMPLOYMENT AGREEMENT.
All provisions of the First Amendment to the Employment Agreement shall be deemed to be incorporated in, and made part of, the Employment Agreement, as amended and supplemented by this First Amendment to the Employment Agreement, shall be read, taken, and construed as one and the same agreement. Other than as expressly set forth herein, this First Amendment to the Employment Agreement shall not constitute a consent or waiver to or modification of any term or condition of the Employment Agreement. Subject to the express modifications made by this First Amendment to the Employment Agreement, all terms, provisions, covenants, representations, warranties, agreements, and conditions contained in the Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this First Amendment to the Employment Agreement to be signed by the Chairman of the Company’s Compensation Committee and Employee has executed this First Amendment to the Employment Agreement, both as of the day and year first written below.
Executed this 9th day of April 2013.
First Trinity Financial Corporation
By: /s/ Gregg E. Zahn Gregg E. Zahn President and Chief Executive Officer
Employee
By: Jeffrey J. Wood Secretary, Treasurer and Chief Financial Officer
/s/ Jeffrey J. Wood