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 and Exchange Act of 1934
Date of Report
(Date of earliest event reported):
December 22, 2016
 
 
HERITAGE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
WASHINGTON
 
0-29480
 
91-1857900
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
201 Fifth Avenue S.W.
Olympia, WA
 
98501
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (360) 943-1500
 
 
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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) – Compensatory Arrangements
(A) Deferred Compensation Plan Participation Agreement Addendum for Executives
Effective December 21, 2016, the Company modified the existing Participation Agreements, via addendum, to extend the period of participation for each of Jeffrey J. Deuel, Donald J. Hinson, Bryan McDonald and David A. Spurling (“Officers”) in the Heritage Financial Corporation Deferred Compensation Plan (“Plan”). The addendums extend the Participation Agreements through December 31, 2019 for each of the Officers.
The Participation Agreements provide for annual performance-based Company contributions to the Plans on behalf of the Officers and the terms and conditions of those contributions under the Plan.
In addition to the foregoing, the addendums also provide the Officer the right to elect to receive distributions in installments over a period of either 24 or 60 months. The Participation Agreement for Brian L. Vance, which already runs through December 31, 2019, was modified, via addendum, solely to provide for this additional distribution election.
The foregoing description of the addendums to the Participation Agreements does not purport to be complete and is qualified in its entirety by reference to the Participation Agreement Addendums, copies of which are attached hereto as Exhibits 10.1 – 10.5 and are incorporated herein by reference, the Participation Agreements, which were filed (i) with respect to Mr. Spurling, as a Form 8-K with the Securities and Exchange Commission on January 6, 2014, (ii) with respect to Mr. Vance, Mr. Deuel and Mr. Hinson, as a Form 8-K with the Securities and Exchange Commission on September 7, 2012, and (iii) with respect to Mr. McDonald as a Form 10-K with the Securities and Exchange Commission on March 10, 2015 and the full terms of the Plan, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2012.




ITEM 9.01 – Financial Statements and Exhibits.
(d) –Exhibits
The following exhibit is being filed herewith and this list shall constitute the exhibit index:
10.1    Deferred Compensation Plan Participation Agreement Addendum for Brian L. Vance
10.2    Deferred Compensation Plan Participation Agreement Addendum for Jeffrey J. Deuel
10.3     Deferred Compensation Plan Participation Agreement Addendum for Donald J. Hinson
10.4     Deferred Compensation Plan Participation Agreement Addendum for Bryan McDonald
10.5    Deferred Compensation Plan Participation Agreement Addendum for David A. Spurling

 




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
HERITAGE FINANCIAL CORPORATION

 
 
 
Date: December 22, 2016
 
By:
 
    /s/ Brian L. Vance
 
 
 
 
Brian L. Vance
 
 
 
 
President and Chief Executive Officer
 


Exhibit 10.1

HERITAGE FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
PARTICIPATION AGREEMENT - ADDENDUM
This Participation Agreement Addendum (“ Addendum ”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “ Company ”) and BRIAN L. VANCE , an employee of the Company (the “ Participant, ” and together with the Company, the “ Parties ”).
RECITALS
A.
The Company has adopted the Heritage Financial Corporation Deferred Compensation Plan, effective July 1, 2012, as amended and restated August 29, 2012 (the “ Plan ”);
B.
The Parties entered into an amended and restated Participation Agreement, dated September 7, 2012 (the “ Participation Agreement ”);
C.
The Committee has determined that the Participation Agreement should be modified with respect to the time and manner of payment for amounts earned or deferred for Plan Year 2017 and thereafter, unless subsequently modified; and
D.
This Addendum is attached to and made a part of the Participation Agreement, incorporates all defined terms therein unless otherwise defined herein, and in the event of any conflict between the terms contained in this Addendum and the terms contained in the Participation Agreement, the terms contained in this Addendum shall supersede and control the obligations and liabilities of the Parties.
AGREEMENT
In consideration of the foregoing and the mutual promises and covenants of the parties hereto set forth in this Addendum, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby expressly covenant and agree as follows:
Section 1. Distribution of Company Contribution Account . Notwithstanding anything contained in the Agreement to the contrary, for Company Contributions credited to the Participant’s Company Contribution Account with respect to Plan Year 2017 and each Plan Year thereafter (unless subsequently modified), in the event of distribution of the Participant’s Company Contribution Account due to the Participant’s attainment of age 65 or the Participant’s Separation from Service other than due to the Participant’s Disability or death, such distribution shall be paid ( select one ):
(a)      [ ] 24 equal monthly installments
(b)      [X] 60 equal monthly installments
(in the event that an election is not made, the default shall be 24 installments)
(c)      Notwithstanding the foregoing, if such Separation from Service occurs within 24 months following a Change in Control, such distribution shall be in a lump sum.
Section 2.      Entire Agreement . This Addendum, in addition to the Participation Agreement and the Plan, constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral.

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Addendum as of the date set forth below.
HERITAGE FINANCIAL CORPORATION
By: /s/ Kimberly Ellwanger    
Its: Compensation Committee Chair    
PARTICIPANT
/S/ BRIAN L. VANCE    
BRIAN L. VANCE


Date: 12/21/16    

1147206
Exhibit 10.2

HERITAGE FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
PARTICIPATION AGREEMENT - ADDENDUM
This Participation Agreement Addendum (“ Addendum ”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “ Company ”) and JEFFREY J. DEUEL , an employee of the Company (the “ Participant, ” and together with the Company, the “ Parties ”).
RECITALS
A.
The Company has adopted the Heritage Financial Corporation Deferred Compensation Plan, effective July 1, 2012, as amended and restated August 29, 2012 (the “ Plan ”);
B.
The Parties entered into a Participation Agreement, dated July 1, 2012 (the “ Participation Agreement ”);
C.
The Committee has determined that the Participation Agreement should be extended to provide additional benefits to the Participant for the 2017, 2018 and 2019 calendar years;
D.
The Committee has determined that the Participation Agreement should be modified with respect to the time and manner of payment for amounts earned or deferred for Plan Year 2017 and thereafter, unless subsequently modified; and
E.
This Addendum is attached to and made a part of the Participation Agreement, incorporates all defined terms therein unless otherwise defined herein, and in the event of any conflict between the terms contained in this Addendum and the terms contained in the Participation Agreement, the terms contained in this Addendum shall supersede and control the obligations and liabilities of the Parties.
AGREEMENT
In consideration of the foregoing and the mutual promises and covenants of the parties hereto set forth in this Addendum, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby expressly covenant and agree as follows:
Section 1. Company Contributions . The Company shall continue to make a Company Contribution for Plan Years 2017, 2018 and 2019, on the same terms and conditions set forth in the Participant Agreement, with the performance metrics and targets in connection with such Company Contributions for such Plan Years to be established in the sole discretion of the Committee, following consultation with the Chief Executive Officer of the Company.
Section 2.      Distribution of Company Contribution Account . Notwithstanding anything contained in the Agreement to the contrary, for Company Contributions credited to the Participant’s Company Contribution Account with respect to Plan Year 2017 and each Plan Year thereafter (unless subsequently modified), in the event of distribution of the Participant’s Company Contribution Account due to the Participant’s attainment of age 65 or the Participant’s Separation from Service other than due to the Participant’s Disability or death, such distribution shall be paid ( select one ):
(a)      [ ] 24 equal monthly installments
(b)      [X] 60 equal monthly installments
(in the event that an election is not made, the default shall be 24 installments)
(c)      Notwithstanding the foregoing, if such Separation from Service occurs within 24 months following a Change in Control, such distribution shall be in a lump sum.
Section 3.      Entire Agreement . This Addendum, in addition to the Participation Agreement and the Plan, constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral.

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Addendum as of the date set forth below.
HERITAGE FINANCIAL CORPORATION
By: /s/ Brian L. Vance    
Its: Chief Executive Officer    
PARTICIPANT
/S/ JEFFREY J. DEUEL    
JEFFREY J. DEUEL


Date: 12/21/16    

1260981
Exhibit 10.3

HERITAGE FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
PARTICIPATION AGREEMENT - ADDENDUM
This Participation Agreement Addendum (“ Addendum ”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “ Company ”) and DONALD J. HINSON , an employee of the Company (the “ Participant, ” and together with the Company, the “ Parties ”).
RECITALS
A.
The Company has adopted the Heritage Financial Corporation Deferred Compensation Plan, effective July 1, 2012, as amended and restated August 29, 2012 (the “ Plan ”);
B.
The Parties entered into a Participation Agreement, dated July 1, 2012, as subsequently amended (the “ Participation Agreement ”);
C.
The Committee has determined that the Participation Agreement should be extended to provide additional benefits to the Participant for the 2017, 2018 and 2019 calendar years;
D.
The Committee has determined that the Participation Agreement should be modified with respect to the time and manner of payment for amounts earned or deferred for Plan Year 2017 and thereafter, unless subsequently modified; and
E.
This Addendum is attached to and made a part of the Participation Agreement, incorporates all defined terms therein unless otherwise defined herein, and in the event of any conflict between the terms contained in this Addendum and the terms contained in the Participation Agreement, the terms contained in this Addendum shall supersede and control the obligations and liabilities of the Parties.
AGREEMENT
In consideration of the foregoing and the mutual promises and covenants of the parties hereto set forth in this Addendum, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby expressly covenant and agree as follows:
Section 1. Company Contributions . The Company shall continue to make a Company Contribution for Plan Years 2017, 2018 and 2019, on the same terms and conditions set forth in the Participant Agreement, with the performance metrics and targets in connection with such Company Contributions for such Plan Years to be established in the sole discretion of the Committee, following consultation with the Chief Executive Officer of the Company.
Section 2.      Distribution of Company Contribution Account . Notwithstanding anything contained in the Agreement to the contrary, for Company Contributions credited to the Participant’s Company Contribution Account with respect to Plan Year 2017 and each Plan Year thereafter (unless subsequently modified), in the event of distribution of the Participant’s Company Contribution Account due to the Participant’s attainment of age 65 or the Participant’s Separation from Service other than due to the Participant’s Disability or death, such distribution shall be paid ( select one ):
(a)      [ ] 24 equal monthly installments
(b)      [X] 60 equal monthly installments
(in the event that an election is not made, the default shall be 24 installments)
(c)      Notwithstanding the foregoing, if such Separation from Service occurs within 24 months following a Change in Control, such distribution shall be in a lump sum.
Section 3.      Entire Agreement . This Addendum, in addition to the Participation Agreement and the Plan, constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral.

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Addendum as of the date set forth below.
HERITAGE FINANCIAL CORPORATION
By: /s/ Brian L. Vance    
Its: Chief Executive Officer    
PARTICIPANT
/S/ DONALD J. HINSON    
DONALD J. HINSON


Date: 12/21/16    

1261001
Exhibit 10.4

HERITAGE FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
PARTICIPATION AGREEMENT - ADDENDUM
This Participation Agreement Addendum (“ Addendum ”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “ Company ”) and BRYAN MCDONALD , an employee of the Company (the “ Participant, ” and together with the Company, the “ Parties ”).
RECITALS
A.
The Company has adopted the Heritage Financial Corporation Deferred Compensation Plan, effective July 1, 2012, as amended and restated August 29, 2012 (the “ Plan ”);
B.
The Parties entered into a Participation Agreement, dated January 1, 2015, (the “ Participation Agreement ”);
C.
The Committee has determined that the Participation Agreement should be extended to provide additional benefits to the Participant for the 2017, 2018 and 2019 calendar years;
D.
The Committee has determined that the Participation Agreement should be modified with respect to the time and manner of payment for amounts earned or deferred for Plan Year 2017 and thereafter, unless subsequently modified; and
E.
This Addendum is attached to and made a part of the Participation Agreement, incorporates all defined terms therein unless otherwise defined herein, and in the event of any conflict between the terms contained in this Addendum and the terms contained in the Participation Agreement, the terms contained in this Addendum shall supersede and control the obligations and liabilities of the Parties.
AGREEMENT
In consideration of the foregoing and the mutual promises and covenants of the parties hereto set forth in this Addendum, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby expressly covenant and agree as follows:
Section 1. Company Contributions . The Company shall continue to make a Company Contribution for Plan Years 2017, 2018 and 2019, on the same terms and conditions set forth in the Participant Agreement, with the performance metrics and targets in connection with such Company Contributions for such Plan Years to be established in the sole discretion of the Committee, following consultation with the Chief Executive Officer of the Company.
Section 2.      Distribution of Company Contribution Account . Notwithstanding anything contained in the Agreement to the contrary, for Company Contributions credited to the Participant’s Company Contribution Account with respect to Plan Year 2017 and each Plan Year thereafter (unless subsequently modified), in the event of distribution of the Participant’s Company Contribution Account due to the Participant’s attainment of age 65 or the Participant’s Separation from Service other than due to the Participant’s Disability or death, such distribution shall be paid ( select one ):
(a)      [ ] 24 equal monthly installments
(b)      [X] 60 equal monthly installments
(in the event that an election is not made, the default shall be 24 installments)
(c)      Notwithstanding the foregoing, if such Separation from Service occurs within 24 months following a Change in Control, such distribution shall be in a lump sum.
Section 3.      Entire Agreement . This Addendum, in addition to the Participation Agreement and the Plan, constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral.

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Addendum as of the date set forth below.
HERITAGE FINANCIAL CORPORATION
By: /s/ Brian L. Vance    
Its: Chief Executive Officer    
PARTICIPANT
/S/ BRYAN MCDONALD    
BRYAN MCDONALD


Date: 12/21/16    

1260975
Exhibit 10.5

HERITAGE FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
PARTICIPATION AGREEMENT - ADDENDUM
This Participation Agreement Addendum (“ Addendum ”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “ Company ”) and DAVID A. SPURLING , an employee of the Company (the “ Participant, ” and together with the Company, the “ Parties ”).
RECITALS
A.
The Company has adopted the Heritage Financial Corporation Deferred Compensation Plan, effective July 1, 2012, as amended and restated August 29, 2012 (the “ Plan ”);
B.
The Parties entered into a Participation Agreement, dated January 2, 2014, as subsequently amended (the “ Participation Agreement ”);
C.
The Committee has determined that the Participation Agreement should be extended to provide additional benefits to the Participant for the 2017, 2018 and 2019 calendar years;
D.
The Committee has determined that the Participation Agreement should be modified with respect to the time and manner of payment for amounts earned or deferred for Plan Year 2017 and thereafter, unless subsequently modified; and
E.
This Addendum is attached to and made a part of the Participation Agreement, incorporates all defined terms therein unless otherwise defined herein, and in the event of any conflict between the terms contained in this Addendum and the terms contained in the Participation Agreement, the terms contained in this Addendum shall supersede and control the obligations and liabilities of the Parties.
AGREEMENT
In consideration of the foregoing and the mutual promises and covenants of the parties hereto set forth in this Addendum, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby expressly covenant and agree as follows:
Section 1. Company Contributions . The Company shall continue to make a Company Contribution for Plan Years 2017, 2018 and 2019, on the same terms and conditions set forth in the Participant Agreement, with the performance metrics and targets in connection with such Company Contributions for such Plan Years to be established in the sole discretion of the Committee, following consultation with the Chief Executive Officer of the Company.
Section 2.      Distribution of Company Contribution Account . Notwithstanding anything contained in the Agreement to the contrary, for Company Contributions credited to the Participant’s Company Contribution Account with respect to Plan Year 2017 and each Plan Year thereafter (unless subsequently modified), in the event of distribution of the Participant’s Company Contribution Account due to the Participant’s attainment of age 65 or the Participant’s Separation from Service other than due to the Participant’s Disability or death, such distribution shall be paid ( select one ):
(a)      [ ] 24 equal monthly installments
(b)      [X] 60 equal monthly installments
(in the event that an election is not made, the default shall be 24 installments)
(c)      Notwithstanding the foregoing, if such Separation from Service occurs within 24 months following a Change in Control, such distribution shall be in a lump sum.
Section 3.      Entire Agreement . This Addendum, in addition to the Participation Agreement and the Plan, constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral.

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Addendum as of the date set forth below.
HERITAGE FINANCIAL CORPORATION
By: /s/ Brian L. Vance    
Its: Chief Executive Officer    
PARTICIPANT
/S/ DAVID A. SPURLING    
DAVID A. SPURLING


Date: 12/21/16    

1146768