0000943374-19-000406.txt : 20190828 0000943374-19-000406.hdr.sgml : 20190828 20190828162114 ACCESSION NUMBER: 0000943374-19-000406 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190823 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20190828 DATE AS OF CHANGE: 20190828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Community Savings Bancorp, Inc. CENTRAL INDEX KEY: 0001682593 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55732 FILM NUMBER: 191062172 BUSINESS ADDRESS: STREET 1: 425 MAIN STREET CITY: CALDWELL STATE: OH ZIP: 43724 BUSINESS PHONE: (740) 732-5678 MAIL ADDRESS: STREET 1: 425 MAIN STREET CITY: CALDWELL STATE: OH ZIP: 43724 8-K 1 form8k_080119.htm COMMUNITY SAVINGS BANCORP, INC. FORM 8-K AUGUST 23, 2019
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): August 23, 2019

COMMUNITY SAVINGS BANCORP, INC.
(Exact name of registrant as specified in its charter)

Maryland
  
000-55732
  
81-3840964
(State or Other Jurisdiction of Incorporation)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)

425 Main Street, Caldwell, Ohio
  
43724
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (740) 732-5678

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Not Applicable
  
Not Applicable
  
Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 1.01   Entry into a Material Definitive Agreement

On August 23, 2019, Community Savings (the “Bank”), the wholly owned subsidiary of Community Savings Bancorp, Inc., entered into an Executive Life Insurance Bonus Plan (the “Plan”) with Alvin B. Parmiter, the Bank’s President and Chief Executive Officer.

A summary of the Plan is set forth herein below at Item 5.02.

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

On August 23, 2019, the Bank entered into an Executive Life Insurance Bonus Plan with Alvin B. Parmiter (the “Executive”) to make certain bonus payments equal to the premium payments made each year on an insurance policy on the life of the Executive.  The Plan also provides the Bank may provide the Executive with supplemental bonus payments intended to make the Executive whole for taxes due on the primary bonus payments.  In the event the Executive ceases to be a full-time employee of the Bank, the Plan will terminate and the Bank will no longer be obligated to make bonus payments to or for the benefit of the Executive.  In the event of a change in control, the Bank or its successor will pay the Executive lump sum bonus in an amount equal to the remaining premium payments that would be due on the insurance policy until the Executive would have attained age 60.  The Bank may also make a supplemental bonus payment to the Executive to make the Executive whole with respect to taxes due on the lump sum bonus payment.  The effective date of the Plan is August 17, 2019.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan attached hereto as Exhibit 10.1 of this Current Report on Form 8-K, and are incorporated by reference into this Item 5.02.


Item 9.01   Financial Statements and Exhibits

(a)          Financial Statements of businesses acquired.  Not Applicable.
(b)        Pro forma financial information.  Not Applicable.
(c)       Shell Company Transactions. Not Applicable
(d)       Exhibits.





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.

   
COMMUNITY SAVINGS BANCORP, INC.
 
 
DATE: August 28, 2019
By:  
 /s/ Alvin B. Parmiter
   
Alvin B. Parmiter
   
President and Chief Executive Officer




EX-10.1 2 ex10-1_8k080119.htm COMMUNITY SAVINGS EXECUTIVE LIFE INSURANCE BONUS PLAN FOR ALVIN B. PARMITER
EXHIBIT 10.1



COMMUNITY SAVINGS
EXECUTIVE LIFE INSURANCE BONUS PLAN

This Executive Life Insurance Bonus Plan (the “Plan”), is effective as of the 17th day of August, 2019, and is entered into by Community Savings (the “Bank”) and Alvin B. Parmiter (the “Executive”).  For purposes of the Plan, the term “Company” means Community Savings Bancorp, Inc.

W I T N E S S E T H

WHEREAS, the Bank desires to establish the Plan to provide the Executive with certain bonus compensation in recognition of his service and contributions to the Bank; and

NOW, THEREFORE, in consideration of the premises and the material covenants and agreements contained in this Plan, the Bank and the Executive do hereby establish the Plan and agree as follows:

SECTION 1
DEFINITIONS

When used herein, the following words and phrases shall have the meanings below unless the context clearly indicates otherwise:
“Bonus Compensation” means the Primary Bonus and the Supplemental Bonus. The compensation to be paid hereunder shall be in addition to all other compensation payable by the Bank to the Executive.

“Change of Control” means:

(i)
The consummation of the acquisition by a person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of more than fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Company or the Bank; or

(ii)
The individuals who, as of the date hereof, are members of the board of directors of the Bank or of the Company (the “Board of Directors”) cease for any reason to constitute a majority of the Board of Directors, unless the election, or nomination for election by the stockholders, of any new director, was approved by a majority vote of the Board of Directors and the new director shall, for purposes of this Plan, be considered as a member of the Board of Directors; or
(iii)
Approval by the stockholders of the Company or the Bank of (1) a merger or consolidation if the stockholders, immediately before such merger or consolidation, do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company or the Bank outstanding immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or a plan for the sale or other disposition of all or substantially all of the assets of the Company or the Bank; or

(iv)
A sale of all or substantially all of the assets of the Bank or the Company.

Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because fifty-one percent (51%) or more of the combined voting power of the then outstanding securities of the Bank or the Company are acquired by a trustee or other fiduciary holding securities under one or more benefit plans maintained for employees of the entity; or (2) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition.

“Policy” means a whole life policy with Mass Mutual, 10 pay policy.

“Primary Bonus” means a bonus in an amount sufficient to pay the annual premium on the Policy.

“Retirement Age” means age 60.

“Supplemental Bonus” means a bonus in addition to the Primary Bonus, in an amount determined under Section 2.3.

SECTION 2
BONUS COMPENSATION
 
2.1 Primary Bonus Amount.  The Bank shall pay to the Executive, as provided in Section 3, for services rendered to the Bank, a Primary Bonus in an amount equal to the annual premium on the Policy and as set forth on Schedule 1 to the Plan.

2
2.2 Supplemental Bonus.  In addition to the Primary Bonus, the Bank shall pay to the Executive, as provided in Section 3, a Supplemental Bonus for each year in which a Primary Bonus is paid to the Executive.  The Supplemental Bonus shall be computed in accordance with the following formula:

Supplemental Bonus = [premium amount/(l-n)] less [premium amount]

For purposes of this Section, ‘n’ shall mean the Executive’s marginal federal and state tax rate, expressed as a decimal.  The assumed marginal federal and state tax rate for purposes of determining the Supplemental Bonus shall be determined by the Bank, in its sole discretion.  Initially, and until changed by the Bank, the marginal federal and state tax rate shall be assumed to be thirty percent (30%).  The Bank’s obligation to pay the Supplemental Bonus shall be fixed and certain at the time the premium is remitted to the Insurer and shall not be abrogated due to the Executive’s subsequent termination of employment.

2.3 Change in Employment Status.  In the event the Executive ceases to be a full-time employee of the Bank, the Bonus Compensation payments otherwise payable under this Plan shall cease and the Plan shall immediately terminate.   Notwithstanding the foregoing, if for the year in which the Executive ceases to be a full-time employee, the Primary Bonus payment has been made prior to the Executive’s change in employment status, the Bank shall be obligated to make the Supplemental Bonus payment set forth in Section 2.2 for that year.

SECTION 3
PAYMENT OF BONUS COMPENSATION
 
The Primary Bonus payable to the Executive pursuant to Section 2.1 representing the annual premium shall be paid by the Bank directly to the insurance company that issued the Policy.  Each premium payment shall be made on or prior to the due date for the premium payment.   The Supplemental Bonus provided for in Section 2.2 shall be either paid in cash to the Executive within the same calendar year but not later than thirty (30) days following the payment of the Primary Bonus or used by the Bank to satisfy the tax withholding requirements on the Primary Bonus, as determined in the sole discretion of the Bank.

SECTION 4
POLICY OWNERSHIP
 
A Policy purchased with respect to the Executive shall be purchased and owned by the Executive.  All incidents of ownership of the Policy shall belong to the Executive, including, without limitation, the right to name a beneficiary of the Policy.  Notwithstanding the foregoing, the Executive may not surrender the Policy or obtain Policy loans prior to termination of this Plan.  Any surrender or withdrawal from the Policy in contravention of the foregoing sentence, without

3
the written consent of the Bank, shall cause this Plan to immediately terminate.  The insurer issuing the Policy shall not be a party to this Plan for any purpose.


SECTION 5
TERMINATION
 
Subject to Sections 2.3 and 6, the Plan shall terminate as of the earlier of (i) the date of the Executive’s termination from full-time employment with the Bank, including, without limitation, termination of employment on account of disability or retirement, or (ii) the Executive’s attainment of his Retirement Age.  Additionally, Plan may be terminated by mutual written agreement of the Bank and the Executive.

SECTION 6
CHANGE OF CONTROL
 
6.1 In the event of a Change of Control, the Bank, or any successor to this Plan shall pay, in the manner provided in Sections 2 and 3, a Primary Bonus payment, in a lump sum, in an amount necessary to provide the remaining premium payments listed on Schedule 1 from the date of the Change of Control until the date the Executive would attain age 60.  Notwithstanding the foregoing, the payment hereunder shall not exceed an amount that would cause the Policy to cease to be a “life insurance” contract under Section 7702(a) of the Internal Revenue Code of 1986, as amended (the “Code”) using the guideline premium requirements of Section 7702(c) of the Internal Revenue Code.  In the event that the payment of the Primary Bonus would result in the Policy ceasing to be considered a life insurance contract under Section 7702(a) of the Code, then the excess of the Primary Bonus above the amount that could be paid without having the Policy ceasing to be considered a life insurance contract shall be paid to the Executive as part of the Supplemental Bonus.

6.2 Additionally, the Bank or any successor to this Plan shall pay a Supplemental Bonus to the Executive in an amount calculated in accordance with Section 2.2 (without regard to any reduction in 6.1), plus the amount, if any, which is paid as a Supplemental Bonus in order to avoid the contract from being considered not a life insurance contract.  

6.3 The payments under Sections 6.1 or 6.2 shall be made to the Executive within ten (10) days of the Change in Control.

SECTION 7
NO CONTRACT OF EMPLOYMENT
 
This Plan shall not constitute a contract for the continuing employment of the Executive by the Bank or any affiliate of the Bank.

4
SECTION 8
ASSIGNMENT
 
This Plan and the obligations hereunder may be assigned by the Bank to another entity that becomes the employer of the Executive.

SECTION 9
AMENDMENT
 
This Plan shall not be modified or amended except in writing duly executed by the Bank and the Executive.


[Signature Page Follows]


5
IN WITNESS WHEREOF, the Bank and the Executive have executed this Plan on the 23rd day of August, 2019.
 

COMMUNITY SAVINGS


/s/ Michael S. Schott
By: Michael S. Schott

 
  ALVIN B. PARMITER


/s/ Alvin B. Parmiter




6