As filed with the Securities and Exchange Commission on June 7, 2023

 

Registration No. 333-       

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its charter)

 

Pennsylvania

(State or other jurisdiction of

incorporation or organization)

 

23-2391852

(I.R.S. Employer

Identification No.)

 

105 N. Washington Avenue
Scranton, Pennsylvania

(Address of Principal Executive Offices)

 

18503-1848

(Zip Code)

 

Peoples Financial Services Corp. 2023 Equity Incentive Plan

(Full title of the plan)

 

Craig W. Best

Chief Executive Officer

Peoples Financial Services Corp.

150 N. Washington Avenue
Scranton, Pennsylvania 18503-1848

(Name and address of agent for service)

 

(570) 346-7741

(Telephone number, including area code, of agent for service)

 

With a copies to:

 

Donald R. Readlinger, Esq.

Troutman Pepper Hamilton Sanders LLP

301 Carnegie Center, Ste. 400

Princeton, New Jersey 08540

Telephone: (609) 951-4164

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

 

Large accelerated filer ¨ Accelerated filer x
Non-accelerated filer o Smaller reporting company ¨
  Emerging growth company ¨

 

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 7(a)(2)(B) of the Securities Act of 1933, as amended. o

 

 

 

 

 

 

Explanatory Note

 

This Registration Statement on Form S-8 is being filed for the purpose of registering 151,696 common shares, par value $2.00, of Peoples Financial Services Corp. (the “Registrant”) that may be issued pursuant to the Peoples Financial Services Corp. 2023 Equity Incentive Plan (the “2023 Plan”).

 

At a meeting held on March 31, 2023, the board of directors adopted a resolution approving the 2023 Plan and directing that the 2023 Plan be submitted to the shareholders at the 2023 Annual Meeting of Shareholders. On May 13, 2023, the shareholders approved the 2023 Plan as adopted by the board of directors, and on such date the 2023 Plan became effective.

 

Part I — Information Required in the Section 10(a) Prospectus

 

Item 1.Plan Information.*

 

Item 2.Registrant Information and Employee Plan Annual Information.*

 

*The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the United States Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Requests regarding any prospectus related to the 2023 Plan should be directed to Marie L. Luciani, Investor Relations Officer, 570.346.7741 or marie.luciani@psbt.com.

 

Part II — Information Required in the Registration Statement

 

Item 3.Incorporation of Documents by Reference.

 

The following documents filed by the “Registrant” with the Commission are incorporated herein by reference:

 

(a)The Registrant’s annual report on Form 10-K for the year ended December 31, 2022, filed on March 15, 2023;

 

(b)The information required by Part III, Items 10 through 14, of Form 10-K, which is incorporated by reference to the Registrant’s definitive proxy statement for the 2023 annual meeting of shareholders filed on April 5, 2023;

 

 

 

 

(c)The Registrant’s quarterly report on Form 10-Q for the period ended March 31, 2023, filed on May 10, 2023;

 

(d)The Registrant’s current report on Form 8-K filed on May 17, 2023; and

 

(e)The description of the Registrant’s common stock, par value $2.00 per share, contained in Exhibit 4.2 to its annual report on Form 10-K for the year ended December 31, 2022, filed on March 15, 2023, including any amendment or report filed for the purpose of updating such description.

 

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) prior to the filing of a post-effective amendment to this registration statement which indicates that all of the shares of the Registrant’s class of common stock offered pursuant to this registration statement have been sold or which deregisters all such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or portions thereof that are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this registration statement. Any statement contained in a document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

Item 4.Description of Securities.

 

Not applicable.

 

Item 5.Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.Indemnification of Directors and Officers.

 

Statutory Indemnification.  The Pennsylvania Business Corporation Law of 1988, as amended, provides that a Pennsylvania business corporation, such as the Registrant, unless otherwise restricted in its bylaws, has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.  In addition, under the PABCL, unless otherwise restricted in its bylaws, a business corporation shall have power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation.

 

-2- 

 

 

The PABCL requires a business corporation to indemnify any representative against expenses (including attorney fees) actually and reasonably incurred by such representative in defense of any action or proceeding described above or in defense of any claim, issue or matter therein, to the extent that such representative has been successful on the merits or otherwise.

 

The indemnification and advancement of expenses provided by, or granted pursuant to, the PABCL are not exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office; provided, however, that no such indemnification is to be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

 

Indemnification Pursuant to the Amended and Restated Bylaws of the Registrant.  In accordance with the statutory authority described above, the Registrant’s bylaws provide as follows:

 

The Registrant shall indemnify, to the fullest extent permitted by Pennsylvania law and federal law, any director, officer and/or employee, or any former director, officer and/or employee, who was or is a party to, or is threatened to be made a party to, or who is called to be a witness in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of the fact that such person is or was a director, officer and /or employee of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Registrant, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

 

The Registrant shall indemnify, to the fullest extent permitted by Pennsylvania law and federal law, any director, officer and/or employee, who was or is a party to, or is threatened by to be made a party to, or who is called as a witness in connection with any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer and/or employee or agent of another corporation, partnership, joint venture, trust or other enterprise against amounts paid in settlement and expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of, or serving as a witness in, such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Registrant and except that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for misconduct in the performance of his duty to the Registrant.

 

Except as may be otherwise ordered by a court, there shall be a presumption that any director, officer and/or employee is entitled to indemnification as provided in Registrant’s bylaws unless either a majority of the directors who are not involved in such proceedings (“disinterested directors”) or, if there are less than three (3) disinterested directors, then the holders of one-third of the outstanding shares of the Registrant determine that the person is not entitled to such presumption by certifying such determination in writing to the secretary of the Registrant. In such event the disinterested director(s) or, in the event of certification by shareholders, the secretary of the Registrant shall request of independent counsel, who may be the outside general counsel of the Registrant, a written opinion as to whether or not the parties involved are entitled to indemnification under Registrant’s bylaws.

 

-3- 

 

 

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Registrant in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Registrant’s bylaws upon receipt of an undertaking by or on behalf of the director, officer and/or employee to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Registrant as authorized in the Registrant’s bylaws.

 

The indemnification provided by the Registrant’s bylaws shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity while serving as a director, officer and/or employee and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer and/or employee and shall inure to the benefit of the heirs and personal representatives of such a person.

 

Directors and Officers Liability Insurance.  The Registrant maintains a policy of directors and officers liability insurance to cover certain potential liabilities of present or future directors and officers, as well as employees, for actions taken in their capacities as such and in certain other limited circumstances, including certain potential liabilities under the Securities Act.

 

-4- 

 

 

Item 7.Exemption from Registration Claimed.

  

Not applicable.

 

Item 8.Exhibits.

 

Exhibit
No.		  Exhibit
4.1  Peoples Financial Services Corp. Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-K filed with the Commission on March 17, 2014).
4.2  Articles of Amendment to the Articles of Incorporation of Peoples Financial Services Corp., effective as of May 19, 2020 (incorporated by reference to Exhibit 3.2 to registrant’s quarterly report on Form 10-Q filed with the Commission on August 10, 2020)
4.3  Amended and Restated Bylaws of Peoples Financial Services Corp. (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed with the Commission on December 2, 2013)
5.1  Opinion of Troutman Pepper Hamilton Sanders LLP*
23.1  Consent of Baker Tilly US, LLP*
23.2  Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1)
24.1  Power of Attorney (included on the signature page hereto)
99.1  Peoples Financial Services Corp. 2023 Equity Incentive Plan (incorporated by reference to Appendix A to Peoples Financial Services Corp.’s Definitive Proxy Statement filed with the Commission on April 5, 2023 and incorporated by reference herein)
99.2  Form of Performance-Based Restricted Stock Unit Award Agreement for the Peoples Financial Services Corp. 2023 Equity Incentive Plan*
99.3  Form of Restricted Stock Award Agreement for the Peoples Financial Services Corp. 2023 Equity Incentive Plan*
107  Filing Fee Table*

 

* Filed herewith

 

Item 9.Undertakings.

 

(a)The undersigned Registrant hereby undertakes:

 

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

-5- 

 

 

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(h)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

-6- 

 

 

SIGNATURES

  

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scranton, Commonwealth of Pennsylvania, on June 7, 2023.

 

  PEOPLES FINANCIAL SERVICES CORP.
   
  By: /s/ Craig W. Best
    Craig W. Best
    Chief Executive Officer
    (Principal Executive Officer)
   
  By: /s/ John R. Anderson, III
    John R. Anderson, III
    Executive Vice President and Chief Financial Officer
    (Principal Financial Officer and Principal Accounting Officer)

 

-7- 

 

 

POWERS OF ATTORNEY AND SIGNATURES

 

Each person whose signature appears below constitutes and appoints Craig W. Best and John R. Anderson, III, or either of them, as his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments to this registration statement, registration statements filed pursuant to Rule 429 under the Securities Act, and any related registration statements necessary to register additional securities, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on June 7, 2023.

 

Name  Title
    
/s/ William E. Aubrey II  Director and Chairman of the Board
William E. Aubrey II   
    
/s/ Craig W. Best  Director and Chief Executive Officer
Craig W. Best  (Principal Executive Officer)
    
/s/ John R. Anderson III  Executive Vice President and Chief Financial Officer
John R. Anderson III  (Principal Financial Officer and Principal Accounting Officer)
    
/s/ Sandra L. Bodnyk  Director
Sandra L. Bodnyk   
    
/s/ Ronald G. Kukuchka  Director
Ronald G. Kukuchka   
    
/s/ Richard S. Lochen, Jr.  Director
Richard S. Lochen, Jr.   
    
/s/ James B. Nicholas  Director
James B. Nicholas   
    
/s/ Eliza Zúñiga Ramirez  Director
Eliza Zúñiga Ramirez   
    
/s/ Joseph T. Wright, Jr.  Director
Joseph T. Wright, Jr.   

 

-8- 

 

 

 

Exhibit 5.1

 

Troutman Pepper Hamilton Sanders LLP  
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
troutman.com

 

 

 

June 7, 2023

 

Peoples Financial Services Corp.

150 N. Washington Avenue

Scranton, Pennsylvania 18503-1848

 

Re:         Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

Reference is made to the registration statement on Form S-8 (the “Registration Statement”) of Peoples Financial Services Corp., a Pennsylvania corporation (the “Company”), filed on the date hereof with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Act”).  The Registration Statement covers an aggregate of 151,696 shares of common stock, par value $2.00 per share (the “Shares), of the Company, issuable under the Peoples Financial Services Corp. 2023 Equity Incentive Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any prospectus related thereto, other than as expressly stated herein with respect to the issuance of the Shares.

 

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

This opinion letter is based as to matters of law solely on the Pennsylvania Business Corporation Law of 1988, as amended. We express no opinion herein as to any other statutes, rules or regulations. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

 

 

 

 

 

 

 

 

Based on the foregoing, we are of the opinion that the Shares, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

 

  Very truly yours,
   
  /s/ Troutman Pepper Hamilton Sanders LLP
   
  Troutman Pepper Hamilton Sanders LLP

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Peoples Financial Services Corp. and Subsidiaries (the “Registrant”) of our report dated March 15, 2023, relating to the consolidated financial statements and the effectiveness of the Registrant’s internal control over financial reporting, which appears in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

/s/ Baker Tilly US, LLP

 

Baker Tilly US, LLP

Allentown, Pennsylvania

June 7, 2023

 

 

 

 

 

Exhibit 99.2

 

Performance-Based Restricted Stock Unit Award Agreement

 

RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR THE peoples FINANCIAL SERVICES CORP.
2023 Equity INCENTIVE PLAN

 

(PERFORMANCE-BASED)

 

This Award Agreement is provided to                     (the “Participant”) by Peoples Financial Services Corp. (the “Company”) as of                       (the “Date of Grant”), the date the Committee awarded the Participant a Performance-Based Restricted Stock Unit Award pursuant to the Peoples Financial Services Corp. 2023 Equity Incentive Plan (the “Plan”), Section 9 of the Plan, and subject to the other applicable terms and conditions of the Plan and this Award Agreement:

 

1. Number of Performance-Based Restricted Stock Units (“PRSUs”)                      PRSUs, representing the right to receive a number of shares of Common Stock of the Company (“Shares”) equal to or lower than (including zero) the number of PRSUs, subject to the Terms and Conditions attached hereto, and subject to adjustment as may be necessary pursuant to Section 3(c) of the Plan.
     
2. Date of Grant:  
     
3. Vesting Date:  
     
4. Performance Period:  

 

Unless sooner vested in accordance with Section 4 or Section 5 of the Terms and Conditions or otherwise in the discretion of the Committee, the Award will vest on the Vesting Date in accordance with the Performance Criteria set forth in Section 3 and Exhibit A hereto, provided that the Participant is still employed by or in service with the Company or any of its Subsidiaries.

 

IN WITNESS WHEREOF, Peoples Financial Services Corp., acting by and through the Committee, has caused this Award Agreement to be executed as of the Date of Grant set forth above.

 

  PEOPLES FINANCIAL SERVICES CORP.
   
  By:  
    On behalf of the Committee

 

Accepted by Participant:  
   
   
   
   
Date  

 

 

 

 

TERMS AND CONDITIONS

 

1.Grant of PRSU. The Date of Grant and PRSUs granted to you are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

 

2.Restrictions. Your Award is subject to the following restrictions unless and until your Award vests:

 

(a)PRSUs may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.

 

(b)If your employment or service with the Company or any Subsidiary terminates prior to the Vesting Date for any reason other than as set forth in paragraphs (a), (b) or (c) of Section 4 hereof, then you will forfeit all of your rights, title and interest in and to your Award as of the date of termination, and the PRSUs shall automatically revert to the Company under the terms of the Plan. For purposes of this provision, your employment will be deemed to have so terminated if you notify the Company or any Subsidiary prior to the Vesting Date of your intention to voluntarily resign, notwithstanding that the Performance Period may have concluded or that the effective date of your resignation may occur after the Vesting Date.

 

(c)Your Award is subject to the Performance Criteria described in Section 3 hereof and set forth in Exhibit A to this Award Agreement.

 

3.Performance Criteria. Fifty percent (50%) of your Award is eligible to vest based upon the achievement of pre-determined goals for each of the two Performance Measures set forth in Exhibit A. As soon as practicable following the Performance Period, the Committee will determine the extent to which the Performance Measure goals have been achieved, if at all.

 

4.Termination of Employment.

 

(a)Retirement. Upon termination of your employment by reason of retirement at any time prior to the Vesting Date, the portion of your Award, if any, that would have vested on the Vesting Date in accordance with Section 3 hereof and Exhibit A herein had you remained employed until such time, multiplied by a fraction, (i) the numerator of which shall be the number of months in the Performance Period that preceded the month of your retirement, and (ii) the denominator of which shall be the number of months in the Performance Period, shall vest on the Vesting Date. Retirement shall mean the termination of employment at age sixty-five (65) or later.

 

(b)Disability. Upon termination of your employment by reason of Disability at any time prior to the Vesting Date, the portion of your Award, if any, that would have vested on the Vesting Date in accordance with Section 3 hereof and Exhibit A herein had you remain employed until such time, multiplied by a fraction, (i) the numerator of which shall be the number of months in the Performance Period that preceded the month in which your Disability occurred, and (ii) the denominator of which shall be the number of months in the Performance Period, shall vest on the Vesting Date.

 

 

 

 

Performance-Based Restricted Stock Unit Award Agreement

 

(c)Death. Upon termination of your employment by reason of death, a number of PRSUs equal to the number that would vest upon attainment of Target performance in accordance with Exhibit A, multiplied by a fraction, (i) the numerator of which shall be the number of months in the Performance Period that preceded the month of your death, and (ii) the denominator of which shall be the number of months in the Performance Period, shall vest.

 

(d)All Other Terminations. Upon termination of your employment for any reason not described in paragraphs (a), (b), and (c) of Section 4 hereof, you will forfeit your Award in accordance with the terms and conditions set forth in paragraph (b) of Section 2 above.

 

5.Change in Control. In the event that a Change in Control is consummated prior to the Vesting Date and provided you remain employed through the date of such Change in Control, a number of PRSUs shall become vested equal to the greater of (i) the number that would vest upon attainment of Target performance in accordance with Exhibit A and (ii) the number that would vest based upon the adjusted pro rata performance of the Company from the beginning of the Performance Period through the date immediately preceding the closing of the Change in Control.

 

6.Settlement. As soon as administratively feasible following the end of the Performance Period, a Change in Control or the date of your termination in the event of your termination as described in Section 4(c) hereof (Death), as applicable, and certification by the Committee as to the level of achievement of the Performance Measures, and in no event later than two and a half months after the end of the Performance Period or as applicable, a Change in Control, death or termination of employment, and to the extent the applicable goal(s) are satisfied, the Company will deliver to you or your legal representative the number of Shares underlying the number of PRSUs that have vested, rounded down to the nearest full Share.

 

7.No Right of Continued Employment or Service. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate your employment or service at any time, nor confer upon you any right to continue in the employ or service of the Company or any Subsidiary.

 

8.Payment of Taxes. No later than the date as of which an amount first becomes includible in your gross income for income tax purposes, you will pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to such amount. The required withholding obligations may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement.

 

-2-

 

 

Performance-Based Restricted Stock Unit Award Agreement

 

9.Section 280G. If any payment or benefit due under this Award Agreement, together with all other payments and benefits that you receive or are entitled to receive from the Company or any of its related entities, would (if paid or provided) constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code), the amounts otherwise payable under this Award Agreement will be limited to the minimum extent necessary to ensure that no portion thereof will fail to be tax-deductible to the Company (or a related entity) by reason of Section 280G of the Code or result in an excise tax payable pursuant to Section 4999 of the Code. The determination of whether any payment or benefit would (if paid or provided) constitute an “excess parachute payment” will be made by the Committee.

 

10.Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control.

 

11.Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Agreement.

 

12.Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the Plan.

 

13.Clawback. This Award shall be subject to recoupment by the Company pursuant to the Company’s recoupment policy as in effect from time to time.

 

-3-

 

 

Performance-Based Restricted Stock Unit Award Agreement

 

EXHIBIT A

 

Performance Measures

 

Performance Measure Threshold Target Stretch

 

 

 

      
PRSUs that vest upon attainment of Performance Measure      

 

 

 

      
PRSUs that vest upon attainment of Performance Measure      

 

*Straight-line interpolation will apply to performance levels between the ones shown.

 

*Cumulative Diluted Earnings Per Share (EPS) is defined as the sum of the diluted earnings per share over the Performance Period as reported annually in the Company’s financial statements included in its annual Form 10-K (or based on alternative information available to the Committee in the event of vesting pursuant to Section 5 hereof).

 

*Average Return on Average Tangible Common Equity (ROATCE): is defined as the average of the return on average tangible common equity for each year of the Performance Period as reported in the Company’s financial statements included in its annual Form 10-K (or based on alternative information available to the Committee in the event of vesting pursuant to Section 5 hereof).

 

*For each Performance Measure, should the Company fail to attain the Threshold goal, zero (0) PRSUs shall vest on the Vesting Date. The actual number of PRSUs that become vested shall be determined in the sole and absolute discretion of the Committee and may be adjusted by the Committee in its sole and absolute discretion based on such factors as the Committee determines to be appropriate and/or advisable.

 

-4-

 

 

Exhibit 99.3

 

Restricted Stock Award Agreement

 

RESTRICTED STOCK AWARD AGREEMENT
FOR THE peoples FINANCIAL SERVICES CORP.
2023 Equity INCENTIVE PLAN

 

This Award Agreement is provided to                     (the “Participant”) by Peoples Financial Services Corp. (the “Company”) as of                       (the “Date of Grant”), the date the Committee awarded the Participant a Restricted Stock Award pursuant to the Peoples Financial Services Corp. 2023 Equity Incentive Plan (the “Plan”), Section 8 of the Plan, and subject to the other applicable terms and conditions of the Plan and this Award Agreement:

 

1. Number of Shares Subject to Your Restricted Stock Award:          shares of Common Stock (“Shares”), subject to adjustment as may be necessary pursuant to Section 3(c) of the Plan.
     
2. Date of Grant:  

 

Unless sooner vested in accordance with Section 3 or Section 4 of the Terms and Conditions or otherwise in the discretion of the Committee, the restrictions imposed under Section 2 of the Terms and Conditions will expire on the following dates and the Award will be vested, provided that the Participant is still employed by or in service with the Company or any of its Subsidiaries:

 

Number of
Shares Vesting		 Vesting Date
   
   
   

 

IN WITNESS WHEREOF, Peoples Financial Services Corp., acting by and through the Committee, has caused this Award Agreement to be executed as of the Date of Grant set forth above.

 

  PEOPLES FINANCIAL SERVICES CORP.
   
  By:  
    On behalf of the Committee

 

Accepted by Participant:  
   
   
   
   
Date  

 

 

 

 

TERMS AND CONDITIONS

 

1.            Grant of Restricted Stock. The Date of Grant and number of shares underlying your Restricted Stock Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

 

2.            Restrictions. The unvested portion of your Award is subject to the following restrictions until they expire or terminate.

 

(a)            Restricted Stock may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.

 

(b)            If your employment or service with the Company or any Subsidiary terminates for any reason other than as set forth in paragraphs (a), (b), (c), and (d) of Section 4 hereof, then you will forfeit all of your rights, title and interest in and to the portion of your Award that is unvested as of the date of termination, and the unvested Restricted Stock shall automatically revert to the Company under the terms of the Plan.

 

(c)            Your Award is subject to the vesting schedule set forth on page 1 of this Award Agreement.

 

3.            Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

 

(a)            On the applicable Vesting Dates with respect to the corresponding number of Shares as set forth on page 1, provided you (i) are still employed by or in service of Company or a Subsidiary of the Company, or (ii) have terminated your employment by reason of retirement (as described in paragraph (a) of Section 4) or Disability (as described in paragraph (b) of Section 4) following the Date of Grant; or

 

(b)            Upon termination of your employment by reason of death, or [for Good Reason or] termination by the Company without Cause within one year following a Change in Control, as described in paragraph (d) of Section 4 hereto.

 

4.            Termination of Employment.

 

(a)            Retirement. Upon termination of your employment by reason of retirement, your Award will be fully vested. Retirement shall mean the termination of employment at age sixty-five (65) or later.

 

(b)            Disability. Upon termination of your employment by reason of Disability, your Award will be fully vested.

 

(c)            Death. Upon termination of your employment by reason of death, a pro rata portion of your unvested Award will become vested. Such portion (rounded down to the nearest whole Share) will be determined by multiplying the number of unvested Shares then underlying your Award by a fraction, (i) the numerator of which shall be the number of full months that have elapsed between the last Vesting Date (or if no Vesting Date has occurred, the Date of Grant) and your death, and (ii) the denominator of which shall be the number of full months spanning from the last Vesting Date (or if no Vesting Date has occurred, the Date of Grant) through the final Vesting Date set forth on Page 1 of this Award Agreement.

 

 

 

 

Restricted Stock Award Agreement

 

(d)            Change in Control. Upon termination of your employment [for Good Reason or] without Cause[, as such terms are defined in the employment agreement, consulting agreement or other similar agreement that you entered into with the Company] within one year following a Change in Control, a pro rata portion of your Award will become vested. Such portion (rounded down to the nearest whole Share) will be determined by multiplying the number of unvested Shares then underlying your Award by a fraction, (i) the numerator of which shall be the number of full months that have elapsed between the last Vesting Date (or if no Vesting Date has occurred, the Date of Grant), and your termination, and the denominator of which shall be the number of full months spanning from the last Vesting Date (or if no Vesting Date has occurred, the Date of Grant) through the final Vesting Date set forth on Page 1 of this Award Agreement.

 

(e)            All Other Terminations. Upon termination of your employment for any reason not described in paragraphs (a), (b), (c), and (d) of Section 4 herein, you will forfeit the unvested portion of your Award in accordance with the terms and conditions set forth in paragraph (b) of Section 2 above.

 

5.            Dividends. Any dividends payable in respect of unvested Restricted Stock shall be withheld for your account. Once the Restricted Period expires, the withheld dividends will be distributed, without interest, in accordance with your instructions.

 

6.            Voting Rights. As beneficial owner of the Restricted Stock, you have full voting rights with respect to the Restricted Stock during and after the Restricted Period. If you forfeit your rights under this Award Agreement in accordance with Section 2, you will no longer have any rights as a shareholder with respect to the Restricted Stock.

 

7.            No Right of Continued Employment or Service. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate your employment or service at any time, nor confer upon you any right to continue in the employ or service of the Company or any Subsidiary.

 

8.            Payment of Taxes. No later than the date as of which an amount first becomes includible in your gross income for income tax purposes, you will pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to such amount. The required withholding obligations may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement.

 

9.            Section 280G. If any payment or benefit due under this Award Agreement, together with all other payments and benefits that you receive or are entitled to receive from the Company or any of its related entities, would (if paid or provided) constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code), the amounts otherwise payable under this Award Agreement will be limited to the minimum extent necessary to ensure that no portion thereof will fail to be tax-deductible to the Company (or a related entity) by reason of Section 280G of the Code or result in an excise tax payable pursuant to Section 4999 of the Code. The determination of whether any payment or benefit would (if paid or provided) constitute an “excess parachute payment” will be made by the Committee.

 

-2-

 

 

Restricted Stock Award Agreement

 

10.            Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control.

 

11.            Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Agreement.

 

12.            Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the Plan.

 

13.            Clawback. This Award shall be subject to recoupment by the Company pursuant to the Company’s recoupment policy as in effect from time to time.

 

-3-

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Peoples Financial Services Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1-Newly Registered Securities
                 
  Security Type Security Class
Title		 Fee Calculation
Rule or Instruction		 Amount
Registered(1)		 Proposed Maximum
Offering Price
Per Unit		 Maximum Aggregate
Offering Price		 Fee Rate Amount of
Registration Fee
Fees to Be Paid Equity Common Stock, $2.00 par value, reserved for future issuance pursuant to the Peoples Financial Services Corp. 2023 Equity Incentive Plan Rule 457(c) and (h) 151,696 $40.095(2) $6,082,251.12 $0.0001102 $670.26
                 
  Total Offering Amounts   $6,082,251.12   $670.26
  Total Fees Previously Paid       $0
  Total Fee Offsets       $0
  Net Fee Due       $670.26

 

1)Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), as amended, the common shares being registered hereunder include such indeterminate number of common shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.

2)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) under the Securities Act, based on the average of the high and low prices of the Registrant’s common shares as quoted on the Nasdaq Stock Market on June 5, 2023, which was $40.095.