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) June 26, 2017
CITIZENS & NORTHERN CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of incorporation)
| 000-16084 | 23-2951943 | |
| (Commission file number) | (IRS employer ID) | |
| 90-92 Main Street, Wellsboro, Pennsylvania | 16901 | |
| (Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code (570) 724-3411
N/A
(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 tor 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On June 26, 2017, Citizens & Northern Corporation (the "Corporation") and its wholly-owned subsidiary, Citizens & Northern Bank (the "Bank"), and J. Bradley Scovill, President and CEO of the Corporation and the Bank, entered into an amendment to Mr. Scovill's existing Employment Agreement which extends the end date of the initial Employment Period under the Employment Agreement by one (1) year from March 1, 2018 until March 1, 2019.
In all other respects, the Employment Agreement, as amended, remains in full force and effect.
The above summary of the amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached here as Exhibit 10.1 and incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits.
10.1 Amendment No. 1 to Employment Agreement by and among Citizens & Northern Corporation, Citizens & Northern Bank and J. Bradley Scovill, dated June 26, 2017.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| CITIZENS & NORTHERN CORPORATION | ||
| Date: June 27, 2017 | By: | /s/ Mark A. Hughes |
| Treasurer and Chief Financial Officer | ||
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Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (the "Amendment") is made this 26th day of June, 2017, by and among Citizens & Northern Corporation, a Pennsylvania business corporation (the "Corporation"), Citizens & Northern Bank (the "Bank"), a Pennsylvania chartered bank, and J. Bradley Scovill, an adult individual ("Executive").
WHEREAS, the Corporation, the Bank and Executive entered into an Employment Agreement, effective as of March 2, 2015 (the "Employment Agreement"); and
WHEREAS, as a result of action by the Board of Directors of the Corporation and the Bank, the Corporation, the Bank and Executive desire to amend the Employment Agreement to extend the end date of the Employment Period by one (1) year from March 1, 2018 until March 1, 2019; and
WHEREAS, in recognition of the valued services provided by Executive to the Corporation and the Bank, the Corporation and the Bank desire to amend the Employment Agreement, as an incentive for Executive to continue to provide such valued services in the future.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, for good and valuable consideration, and intending to be legally bound hereby, the Corporation, the Bank and Executive agree as follows:
1. Section 3(a) of the Employment Agreement is hereby amended by deleting the existing Section 3(a) in its entirety and adding a new Section 3(a) which shall read in its entirety as follows:
3. Term of Agreement.
(a) Employment Period. The initial term of this Agreement shall begin on the Effective Date, and if not previously terminated pursuant to the terms of this Agreement, shall end on March 1, 2019 (the "Employment Period"); provided, however, that unless either party shall give written notice of non-renewal to the other party at least ninety (90) days prior to March 1, 2019 (the "Renewal Date"), this Agreement will be automatically renewed for a period ending twelve (12) months from the Renewal Date, and unless either party gives written notice of non-renewal to the other party at least ninety (90) days prior to March 1 of each successive calendar year thereafter, the Employment Period will be automatically renewed for successive twelve (12) month periods.
2. In all other respects, the Employment Agreement, as amended above, is hereby ratified and confirmed by the Corporation, the Bank and Executive. All other provisions of the Employment Agreement shall remain in full force and effect as amended hereby.
IN WITNESS WHEREOF, the parties, each intending to be legally bound, have executed this Amendment as of the date, month and year first above written.
| ATTEST: | CITIZENS & NORTHERN CORPORATION |
| /s/ Kimberly N. Battin | By: /s/ Leo F. Lambert |
| Kimberly N. Batin, Secretary | Leo F. Lambert, Chairman |
| ATTEST: | CITIZENS & NORTHERN BANK |
| /s/ Kimberly N. Battin | By: /s/ Leo F. Lambert |
| Kimberly N. Batin, Secretary | Leo F. Lambert, Chairman |
| WITNESS: | EXECUTIVE |
| /s/ Kimberly N. Battin | /s/ J. Bradley Scovill |
| Kimberly N. Batin | J. Bradley Scovill |