0000943374-15-000140.txt : 20150218 0000943374-15-000140.hdr.sgml : 20150216 20150217170349 ACCESSION NUMBER: 0000943374-15-000140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150211 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: 20150217 DATE AS OF CHANGE: 20150217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cheviot Financial Corp. CENTRAL INDEX KEY: 0001528843 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35399 FILM NUMBER: 15624082 BUSINESS ADDRESS: STREET 1: 3723 GLENMORE AVENUE CITY: CHEVIOT STATE: OH ZIP: 45211 BUSINESS PHONE: (513) 661-0457 MAIL ADDRESS: STREET 1: 3723 GLENMORE AVENUE CITY: CHEVIOT STATE: OH ZIP: 45211 8-K 1 form8k_reitzes-021715.htm FORM 8-K FOR MARK REITZES form8k_reitzes-021715.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 11, 2015

CHEVIOT FINANCIAL CORP.
(Exact Name of Registrant as Specified in Charter)


Maryland
001-35399
90-0789920
(State or Other Jurisdiction)
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)

3723 Glenmore Avenue, Cheviot, Ohio
45211
(Address of Principal Executive Offices)
(Zip Code)
 

Registrant's telephone number, including area code:  (513) 661-0457


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))

 
 

 


Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 11, 2015, Cheviot Savings Bank (the “Bank”), a wholly owned subsidiary of Cheviot Financial Corp., entered into an agreement (the “Agreement”) with Mark Reitzes, President and Chief Executive Officer, through which Mr. Reitzes will serve as President and Chief Executive Officer on an interim basis.
 
The Agreement provides that the Bank will pay Mr. Reitzes an annual salary of $250,000 and that he is eligible for a grant of 4,054 restricted stock awards which will vest 20% per year.  In the event of a change in control of the Bank followed thereafter by either Mr. Reitzes’ termination or his resignation as a result of a material alteration of his job title or responsibilities, Mr. Reitzes will receive a cash payment equal to two times his base salary and the restricted stock awards will vest in full.
 
The Agreement is filed herewith as Exhibit 10.1 and the foregoing description of the Agreement does not purport to be complete and it is qualified in its entirety by reference to the copy of the form of such agreement that is included as Exhibit 10.1 to this Current Report and incorporated by reference into this Item 5.02.
 
Item 9.01.             Financial Statements and Exhibits

(d)
 
Exhibits.
     

 
Exhibit No.
 
Description
       
 
10.1
 
Agreement between Cheviot Savings Bank and Mark Reitzes dated February 11, 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.

 
CHEVIOT FINANCIAL CORP.
   
   
   
DATE: February 17, 2015
By:         /s/ Scott T. Smith
 
Scott T. Smith
 
Chief Financial Officer
 

EX-10.1 2 form8k_exh101-021715.htm EMPLOYMENT AGREEMENT FOR MARK REITZES form8k_exh101-021715.htm




February 11 , 2015

Mark Reitzes

Dear Mark:

This letter will serve as an Agreement for you to be employed by Cheviot Savings Bank, an Ohio-chartered stock savings and loan association (“Bank”) as Interim President and Chief Executive Officer.  Please sign at the conclusion of this Agreement to confirm your acceptance as to the terms and conditions of your employment by the Bank.

You shall be responsible for overall management of the Bank and shall be responsible for establishing the business objectives, policies and strategic plan for the Bank, in conjunction with the Board.  During this interim period, you should concentrate on ROA, ROE, loan growth, core deposit growth and efficiency ratios.  You are also responsible for a revised budget for 2015 and developing a budget for 2016.  You shall directly report to the Board of Directors.

Your annual salary will be $250,000.00 to be paid in accordance with the Bank’s normal payroll schedule. You are eligible for an award of 4054 RRP shares which vest on regular 20% annual vesting schedule.  The Bank will provide you with employee benefit plans substantially equivalent to those that other Bank employees receive including but not limited to, retirement plans, pension plans, profit-sharing plans, health and accident insurance plans, medical coverage or any other employee benefit plan or arrangement made available by the Bank.

In the event of a Change of Control followed thereafter by either your termination by the Bank or your resignation as a result the Bank materially altering your job title or responsibilities, you will receive two years’ base salary and your RRP shares will vest at 100%.  “Change of Control” is defined as a change in ownership of the Bank of more than 50% of the total fair market value or total voting power of the Bank or the Company; change in effective control in which any person or a group acquires within a 12 month period ownership of stock of the Bank or Company possessing 35% or more of the total voting power or a majority of the Bank’s or the Company’s Board of Directors is replaced during any 12 month period by Directors whose appointment or election is not endorsed in advance by a majority of the Bank’s or Company’s Board of Directors; or a change in ownership of a substantial portion of assets which is when a group acquires  more than 40% of the total gross fair market value of the Bank’s or Company’s entire assets.
 
 
 

 
Your employment is at-will and can be terminated by you or the Board of Directors at any time and for any reason.  As an employee of the Bank, you will be expected to abide by the same policies and procedures and Employee Handbook of the Bank as are all employees of the Bank. This letter does not serve as employment for any specific length of time but is merely to set forth your responsibilities and benefits.


Sincerely,

Board of Directors
Cheviot Savings Bank




HAVE SEEN AND AGREED


\s\ Mark T. Reitzes                                                                
Mark Reitzes

Date: February 11, 2015                                                                



Cheviot Savings Bank:

By:\s\ Robert L. Thomas                                                                

Printed Name and title: Robert L. Thomas, Chairman of the Board 

Date: February 11, 2015