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: June 15, 2016
FRANKLIN FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its new charter)
Pennsylvania 0-12126 25-1440803
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Indent. No.)
20 South Main Street, Chambersburg, PA 17201
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (717) 264-6116
N/A
(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a –12 under the Exchange Act (17 CFR 240.14a –12) |
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Pre-commencement communications pursuant to Rule 14d – 2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Principal Officers; Election of Directors; Appointment of Principal Officers
Farmers and Merchants Trust Company of Chambersburg (F&M), a wholly-owned subsidiary of Franklin Financial Services Corporation (FFSC), has entered into an agreement with William E. Snell, Jr., whereby Mr. Snell will provide advisory and consulting services to F&M. Mr. Snell, as an independent contractor, will provide such services from time to time as requested on various projects from July 1, 2016 to December 31, 2016. F&M will pay Mr. Snell $30,000.00 for his advisory and consulting services. Mr. Snell is currently the CEO and a Director of both F&M and FFSC and will retire from these positions effective June 30, 2016.
Item 9.01 Financial Statement and Exhibits
(c)Exhibits. The following exhibit is filed herewith:
NumberDescription
99.1Independent Contractor Agreement dated June 9, 2016
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.
FRANKLIN FINANCIAL SERVICES CORPORATION
By: /s/ William E. Snell, Jr.
William E. Snell, Jr.,
Chief Executive Officer
Dated: June 15, 2016
EXHIBIT INDEX
NumberDescription
99.1Independent Contractor Agreement dated June 9, 2016
Exhibit 99.1
June 15, 2016
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT is made this 9th day of June, 2016, by and between Farmers and Merchants Trust Company of Chambersburg, hereinafter referred to as “COMPANY,” and William E. Snell, Jr., hereinafter referred to as “CONTRACTOR.”
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CONTRACTOR agrees to provide knowledge, expertise, and assistance to COMPANY, from time to time as requested on various projects, for a term beginning July 1, 2016 and ending December 31, 2016. COMPANY may choose, in its sole discretion, to integrate CONTRACTOR’s services into its business operations. The parties agree, however, that COMPANY’s success and/or the continuation of its business operations are not, in any way, dependent upon CONTRACTOR’s services. |
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COMPANY shall pay CONTRACTOR a fee of Thirty Thousand Dollars ($30,000.00) for the aforementioned services, payable in a lump sum on January 15, 2017 (in the event the fee is pro-rated in accordance with paragraph 5 below, the pro-rated fee shall nevertheless be paid on January 15, 2017). COMPANY shall not pay for or reimburse any expenses incurred by CONTRACTOR in connection with his provision of services. |
3.CONTRACTOR shall work wherever and whenever he chooses, and independently and without instructions from COMPANY (other than what is contained herein). CONTRACTOR has the exclusive authority to control and direct the performance of his services, and COMPANY only requires that CONTRACTOR’s services be performed to the satisfaction of COMPANY and in a good, safe, efficient, professional, and businesslike manner. CONTRACTOR shall not be required to submit regular or written reports to COMPANY, and COMPANY will not hire, supervise, or pay any individual to support CONTRACTOR in connection with his provision of services. Because the services CONTRACTOR performs involves the performance of personal services, CONTRACTOR acknowledges that his obligations hereunder are not assignable to third parties. Notwithstanding the above, COMPANY may provide CONTRACTOR with a laptop computer and iPhone for his use while performing services pursuant to this Agreement. CONTRACTOR shall return said equipment to COMPANY no later than January 15, 2017.
4.It is agreed that CONTRACTOR shall at all times be an independent contractor. As an independent contractor, CONTRACTOR is not considered a COMPANY Employee or entitled to any of the rights, privileges, benefits, or protection provided to Employees under COMPANY’s employment policies or under Federal or State laws or regulations. This means that, other than any benefits CONTRACTOR has or will receive as a former employee of COMPANY, CONTRACTOR is not eligible for benefits such as holiday pay; vacation pay; sick pay; medical, life, or disability insurance; overtime; unemployment compensation; or workers’ compensation coverage afforded to COMPANY Employees. Therefore, COMPANY will not withhold any income tax, Social Security contributions, or other typical payroll deductions from CONTRACTOR’s fee. CONTRACTOR shall receive an IRS Form 1099 which will reflect the fee paid by COMPANY to CONTRACTOR, and CONTRACTOR shall be responsible for the payment of his own income taxes.
5.COMPANY reserves the right to terminate this Agreement upon one (1) month written notice to
CONTRACTOR, which notice shall indicate the official date of termination. In the event that COMPANY terminates this Agreement prior to the expiration of the above-stated term, CONTRACTOR will be paid through the official date of termination. Similarly, CONTRACTOR may terminate this Agreement for any reason upon one (1) month written notice to COMPANY. Should CONTRACTOR fail to provide COMPANY with one (1) month written notice prior to termination, CONTRACTOR hereby acknowledges that COMPANY may bring an action at law or in equity against CONTRACTOR in order to prevent or recover any and all actual or consequential damages resulting therefrom.
6.CONTRACTOR shall not be deemed a representative or agent of COMPANY and shall make no representations to such effect. During the term of this Agreement, CONTRACTOR shall express no opinion on any political or legislative matters, shall not advocate any position on proposed or pending legislation, and shall not participate in any political campaign.
7.COMPANY shall indemnify, defend and save harmless CONTRACTOR against and from all costs, expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties, claims and demands of every kind or nature, arising during the term of this Agreement, including reasonable attorneys’ fees and costs, to the extent caused by COMPANY’s acceptance and utilization of CONTRACTOR’s knowledge, expertise, and assistance provided pursuant to this Agreement.
8.This Agreement may not be modified, including any extension of the above term, unless by mutual written agreement between CONTRACTOR and COMPANY.
9.CONTRACTOR shall not at any time, whether during or after his engagement by COMPANY, either directly or indirectly, divulge, disclose, or communicate to any person or entity any information relating to the business or affairs of COMPANY which is confidential or proprietary. The parties agree that since a remedy at law for any breach or attempted breach of this provision will be inadequate, COMPANY shall be entitled to seek and obtain injunctive relief or such other equitable relief in the event of such breach or attempted breach, in addition to whatever remedies may exist at law, together with costs and reasonable attorneys’ fees.
10.During the term of this Agreement, except on behalf of COMPANY and its affiliates, CONTRACTOR will not be engaged, directly or indirectly, for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, (2) starting a new bank or (3) any other activity in which the Company or any of its affiliates is engaged.
11.Any and all disputes concerning this Agreement including, but not limited to, interpretation of its terms and conditions, shall be governed by the law of the Commonwealth of Pennsylvania.
[SIGNATURE BLOCK FOLLOWS]
IN WITNESS WHEREOF, and with the intent to be legally bound, the parties hereto have caused this Agreement to be executed by their duly authorized representatives the day and year first written above.
Farmers and Merchants Trust CompanyWilliam E. Snell, Jr.
of Chambersburg
By: /s/ G. Warren Elliott By: _/s/ William E. Snell, Jr.____________
G. Warren Elliott William E. Snell, Jr.
Title: Chairman Date: _June 9, 2016___________________
Date: June 9, 2016