8-K

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 23, 2015 

First Trinity Financial Corporation
(Exact name of registrant as specified in its charter)

Oklahoma	000-52613	34-1001436
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7633 E 63rd Place, Suite 230, Tulsa, Oklahoma	74133-1246
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(918) 249-2438  

(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))

Item 1.01 Entry into a Material Definitive Agreement.

Employment Agreement

On December 23, 2015, First Trinity Financial Corporation entered into an amendment of an employment agreement with its Secretary, Treasurer and Chief Financial Officer, Jeffrey J. Wood. For additional information related to the Employment agreement, please see item 5.02 and Exhibit 10.24 which is being filed with this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Compensatory Arrangements for Certain Officers.

On December 23, 2015, First Trinity Financial Corporation (the “Company”) entered into the Second Amendment to Employment Agreement (the “Second Amendment to Employee Agreement”) with Jeffrey J, Wood, the Company’s Secretary, Treasurer and Chief Financial Officer, (the “Employee”).

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Under the Second Amendment to Employment Agreement, the Employee will receive (retroactive to January 1, 2015) a base salary as compensation for all services rendered by the employee under this Second Amendment to Employment Agreement and the Company will pay Employee a base salary of $ 20,000 per month (retroactive to January 1, 2015), 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.

Item 9.01 Financial Statements and Exhibits

The preceding description of the Second Amendment to Employment Agreement is a summary only and is qualified in its entirety by reference to the Second Amendment to Employment Agreement, which is attached as Exhibit 10.24 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

Exhibit 10.24 Employment Agreement between First Trinity Financial Corporation and Jeffrey J. Wood, dated December 23, 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 thereunto duly authorized.  

	First Trinity Financial Corporation
Date: December 28, 2015	By:	/s/ Gregg E. Zahn
	Name:	Gregg E. Zahn
	Title:	President and Chief Executive Officer

EX-10.24

Exhibit 10.24

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Second Amendment to Employment Agreement") is entered into this 23rd day of December 2015 (retroactive to January 1, 2015) 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 entered into the First Amendment to Employment Agreement dated April 9, 2013 (retroactive to January 1, 2013) (the “First 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 First Amendment to Employment Agreement and Employment Agreement.

The Employment Agreement, First Amendment to Employment Agreement and Second Amendment to 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 Second Amendment to Employee Agreement, the capitalized terms used in this Second Amendment to Employment Agreement, defined in the First Amendment to Employment Agreement and further 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 $ 20,000 per month (retroactive to January 1, 2015), 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 Second Amendment to Employment Agreement shall be deemed to be incorporated in, and made part of, the First Amendment to Employment Agreement and Employment Agreement, as amended and supplemented by this Second 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 Second Amendment to the Employment Agreement shall not constitute a consent or waiver to or modification of any term or condition of the First Amendment to Employment Agreement and Employment Agreement.  Subject to the express modifications made by this Second Amendment to Employment Agreement and the First Amendment to 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 Second Amendment to the Employment Agreement to be signed by the Chairman of the Company and Employee has executed this Second Amendment to Employment Agreement, both as of the day and year first written below.

Executed this 23rd day of December 2015.

First Trinity Financial Corporation

By:	/s/ Gregg E. Zahn
Gregg E. Zahn
President and Chief Executive Officer

Employee

By:	/s/ Jeffrey J. Wood
Jeffrey J. Wood
Secretary, Treasurer and Chief Financial Officer