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): | April 26, 2007 |
Evans Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
| New York | 1.000-18539 | 161332767 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 14 North Main Street, Angola, New York | 14006 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | 716-926-2000 |
Not Applicable
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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 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.
On April 26, 2007, the Board of Directors of Evans National Bank (the "Bank"), a nationally chartered bank and wholly-owned subsidiary of Evans Bancorp, Inc., amended the Bank’s Executive Life Insurance Plan to terminate a participant’s participation in the Plan and his or her rights under the Plan, including but not limited to, the participant’s interest in the life insurance policy or policies acquired by the Bank for purposes of insuring a participant’s life under the Plan, upon the participant’s retirement, or if the participant’s employment is otherwise terminated, other than due to disability, death or following a change in control. Participants in the Plan include officers and directors of Evans Bancorp and the Bank, including Mr. Jim Tilley, former president and chief executive officer of the Bank and Evans Bancorp, who, as previously reported, ceased serving as president on December 1, 2006 and as chief executive officer on April 1, 2007; Mr. Tilley retired on April 27, 2007 and his participation in the Plan terminated as of that date.
The foregoing description of the Executive Life Insurance Plan, as amended April 26, 2007, is qualified in its entirety by reference to the full text of the First Amendment to the Evans National Bank Executive Life Insurance Plan which is attached as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference into and in response to this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhbits
10.1 First Amendment to the Evans National Bank Executive Life Insurance Plan
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.
| Evans Bancorp, Inc. | ||||
| May 2, 2007 | By: |
David J. Nasca
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| Name: David J. Nasca | ||||
| Title: President & Chief Executive Officer | ||||
Exhibit Index
Exhibit No.
Description
First Amendment to the Evans National Bank Executive Life Insurance Plan
FIRST AMENDMENT TO THE
EVANS NATIONAL BANK
EXECUTIVE LIFE INSURANCE PLAN
This First Amendment to the Evans National Bank Executive Life Insurance Plan is dated as of April 26, 2007. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Evans National Bank Executive Life Insurance Plan.
WHEREAS, Evans National Bank maintains an Executive Life Insurance Plan (the “Plan”) for the benefit of certain officers and directors;
WHEREAS , Section 8.1 of the Plan provides that the Plan may be amended by the Bank at any time;
WHEREAS , the Board of Directors of the Bank has determined that it is necessary and appropriate to amend the Plan to reflect certain accounting changes related to the treatment of life insurance benefits following termination of employment;
NOW, THEREFORE , BE IT RESOLVED, that the Plan is hereby amended effective as of April 26, 2007, as follows:
1. Section 2.2 is deleted and replaced with the following new Section 2.2:
“ Section 2.2 . TERMINATION OF PARTICIPATION . Notwithstanding any other provision of this Plan to the contrary, a Participant’s rights under this Plan, including but not limited to, a Participant’s interest, if any, in a Policy or Policies, shall cease and his or her participation in this Plan shall terminate immediately upon the Participant’s termination of employment (or service as a Director) for any reason, other than (i) by reason of the Participant’s death while actively employed by, or serving as a Director of, the Bank or an Affiliate, as the case may be, (ii) upon the Participant’s termination of employment (or service as a Director) by reason of Disability, or (iii) upon the Participant’s termination of employment within two years following the effective date of a Change in Control (except for Termination for Cause); provided, however, that in the case of Participant’s termination by reason of Disability, participation in the Plan shall cease on the date the Participant thereafter becomes re-employed by an entity other than the Bank.
In the event that the Bank decides to maintain the Policy after the Participant’s termination of participation in the Plan, the Bank shall be the direct beneficiary of the entire death proceeds of the Policy.”
| 2. | Section 2.3 is deleted and replaced with the following new Section 2.3: |
“Section 2.3 MAINTAINING THE POLICY AND ENDORSEMENT UNTIL DEATH . If any of the events listed below occur, the Bank shall maintain the Policy in full force and effect and, in no event, shall the Bank amend, terminate or otherwise abrogate the Participant’s interest in the Policy, unless the Participant agrees pursuant to Section 8.1. The Bank may replace the Policy with a comparable insurance policy to cover the benefit provided under this Agreement if the Bank and Participant execute a new split dollar policy endorsement for a comparable benefit.
| (a) | Disability. If the Participant’s employment is terminated due to Disability, except as set forth in section 2.2; or |
| (b) | Change in Control. If the Participant’s employment terminates within two years after a Change in Control, except for Termination for Cause.” |
3. Section 8.2 is amended by deleting clause (i) in the third sentence thereof.
4. All of the terms and provisions of the Plan as amended hereby are in full force and effect, and all other terms and provisions of the Plan are and shall remain unchanged and are in full force and effect.
IN WITNESS WHEREOF, the Bank has caused this First Amendment to the Plan to be executed by its duly authorized officer.
| ATTEST: | EVANS NATIONAL BANK | |
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Name: /s/ Michelle A. Baumgarden
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Name: /s/ David J. Nasca | |
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Title: President & Chief Executive Officer | |
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