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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 17, 2020
 
Eagle Bancorp Montana, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
 
1-34682
(Commission
File Number)
 
27-1449820
(IRS Employer
Identification No.)

1400 Prospect Ave.
Helena, MT 59601
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (406) 442-3080
______________________________________________
 
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting 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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of each class
Common Stock, par value $0.01 per share
Trading
Symbol(s)
EBMT
Name of each exchange
on which registered
Nasdaq Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On September 17, 2020, the Boards of Directors of Eagle Bancorp Montana, Inc. (the “Company”) and Opportunity Bank of Montana, the Company’s wholly-owned subsidiary (the “Bank”) approved an increase in the annual benefit under the Salary Continuation Agreement of Ms. Laura F. Clark, the Company’s Executive Vice President and Chief Financial Officer, from $11,000 to $26,500, effective September 21, 2020. Ms. Clark and the Bank entered into the Third Amendment to her Salary Continuation Agreement (the “Third Amendment”), documenting the increase.
 
The foregoing description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits
 
(d) The following exhibit is being filed herewith and this list shall constitute the exhibit index:
 
Exhibit No.
Description
 
10.1
104 Cover Page Interactive Data File (formatted as Inline XBRL)
 
2
 
 
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.
 
EAGLE BANCORP MONTANA, INC.
Date: September 22, 2020
By:
/s/ Peter J. Johnson
Peter J. Johnson
President and Chief Executive Officer
 
3

Exhibit 10.1

 

 

THIRD AMENDMENT TO THE

SALARY CONTINUATION AGREEMENT

FOR

LAURA CLARK

 

THIS THIRD AMENDMENT (the “Amendment”) is adopted this September 21, 2020, by and between Opportunity Bank of Montana, located in Helena Montana (the “Employer”), and Laura Clark (the “Executive”).

 

The Employer and the Executive executed a Salary Continuation Agreement effective as of November 1, 2014 (as amended, the “Agreement”). The Company and the Executive now wish to increase the benefits provided to the Executive in the Agreement.

 

NOW, THEREFORE, the Employer and the Executive adopt the following amendments to the Agreement:

 

Section 2.1 of the Agreement shall be deleted in its entirety and replaced by the following:

 

2.1     Normal Retirement Benefit. Upon Separation from Service on or after Normal Retirement Age, the Employer shall pay the Executive an annual benefit in the amount shown on the table below in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following Separation from Service and continuing until the Executive’s death.

 

Executive’s age at Separation from Service

Annual Benefit

65

$12,872

66

$16,766

67

$21,398

68 or later

$26,500

 

Section 2.5 of the Agreement shall be deleted in its entirety and replaced by the following:

 

2.5     Death Prior to Commencement of Benefit Payments. In the event the Executive dies prior to Separation from Service, the Employer shall pay the Beneficiary an annual benefit in the amount of Twenty-Six Thousand Five Hundred Dollars ($26,500) in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following the Executive’s death and continuing for fifteen (15) years.

 

 
 

 

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Employer have executed this Amendment as indicated below and as of the date above:

 

 

Executive: Employer:

 

       
/s/ Laura F. Clark   By: /s/ Peter J. Johnson
Laura F. Clark     Peter J. Johnson
       
    Its: President/CEO