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): February 10, 2022
FIRST SEACOAST BANCORP
(Exact Name of Registrant as Specified in Charter)
|
United States of America |
|
001-38985 |
|
84-2404519 |
|
(State or Other Jurisdiction of Incorporation) |
|
(Commission File No.) |
|
(I.R.S. Employer Identification No.) |
|
|
||||
|
633 Central Avenue, Dover, New Hampshire |
|
03820 |
||
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant's telephone number, including area code: (603) 742-4680
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
|
Common stock, par value $0.01 per share |
|
FSEA |
|
The Nasdaq Stock Market LLC |
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 (see General Instruction A.2. below):
|
☐ |
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)) |
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 February 10, 2022, First Seacoast Bank (the “Bank”) and the non-employee members of the Board of Directors of the Bank entered into amendments to the Supplemental Director Retirement Agreements (the “Agreements”) previously entered into by the Bank and the directors. Each of the amendments to the Agreements (the “Amendment”) is substantially the same. The amendment for Mr. Lynch is different than the others in form, but is substantively the same. The amendments eliminate the formula for determining the normal annual retirement benefit (previously “70% of Final Base Fee”) and replaces it with a fixed annual benefit of $20,000. The amendment also eliminates the formula for determining the benefit payable on a change in control (previously tied to the normal annual retirement formula with certain imputed increases in the Base Fee) and replacing it with a fixed amount equal to the present value of $200,000. The effect of the amendments is to eliminate the variable and increasing costs associated with the Agreements. Instead, since the normal annual retirement benefit will be a fixed amount, the future costs associated with the Agreements is now more predictable. It is the intention of the Bank that no new directors of the Bank would enter into similar agreements.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments included as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 , 10.7 and 10.8 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
|
|
(a) |
Not applicable. |
|
|
(b) |
Not applicable. |
|
|
(c) |
Not applicable. |
|
|
(d) |
Exhibits |
|
|
10.1 |
|
|
|
|
|
|
|
10.2 |
|
|
|
|
|
|
|
10.3 |
|
|
|
|
|
|
|
10.4 |
|
|
|
|
|
|
|
10.5 |
|
|
|
|
|
|
|
10.6 |
|
|
|
|
|
|
|
10.7 |
|
|
|
|
|
|
|
10.8 |
|
|
|
|
|
|
|
104 |
Cover Page Interactive Data File (embedded in Inline XBRL document) |
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.
|
|
|
FIRST SEACOAST BANCORP |
|
|
|
|
|
|
|
|
|
Date: February 10, 2022 |
|
/s/ James R. Brannen |
|
|
|
James R. Brannen |
|
|
|
President and Chief Executive Officer |
Exhibit 10.1
AMENDMENT
TO THE
FEDERAL SAVINGS BANK
SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT
THIS AMENDMENT to the Federal Savings Bank Supplement Director Retirement Agreement (the “Agreement”) is made by and between First Seacoast Bank (the “Bank”), a federally chartered stock savings bank and successor to Federal Savings Bank, and Mark P. Boulanger (the “Director”), is entered into on this 10th day of February 2022.
WHEREAS, the Agreement was adopted on March 1, 2019; and
WHEREAS, pursuant to Section 8.1 of the Agreement, the Agreement may be amended at any time by mutual written consent of the Bank and the Director; and
WHEREAS, the Bank and the Director desire to amend the Agreement to fix the amount of the Normal Retirement Age annual benefit and the benefit payable in connection with a Change in Control.
NOW THEREFORE, the Agreement is hereby amended, effective as of January 1, 2022, as follows:
First Change
The “Amount of Benefit” in Table A of the Agreement is amended by deleting the language “70% of Final Base Fee” and replacing it with “20,000.”
Second Change
The “Amount of Benefit” next to “Change in Control” in Table B of the Agreement is amended by deleting the language “Table A Retirement Benefit, as if Director had remained continuously in active service with the Bank until the Normal Retirement Age. For purposes of calculating the amount of the benefit, it shall be assumed that the Final Base Fee would have increased by 4% each year from the date of Change in Control to Normal Retirement Age” and replacing it with “The present value of $200,000. The present value shall be determined by discounting a stream of ten (10) annual payments of $20,000 to the date of the Change in Control (i.e., discounting a $20,000 stream of annual payments that would commence on the date of the Change in Control to the date of the Change in Control), using the 120% of the Applicable Federal Rates (compounded semi-annually) for the month in which the Change in Control occurs.”
Third Change
Section 3.6, “Final Base Fee,” is deleted in its entirety and shall hereinafter be reserved.
Fourth Change
Anywhere in the Agreement where the name “Federal Savings Bank” appears, it will be replaced with the name “First Seacoast Bank.”
Except as otherwise amended by this Amendment, all provisions of the Agreement shall remain in full force and effect and the Agreement, and this Amendment shall be construed together and considered one and the same agreement.
[signature page to follow]
IN WITNESS WHEREOF, the Bank and the Director have caused this Amendment to be executed on the date first written above.
|
|
|
|
|
EXECUTIVE |
|
FIRST SEACOAST BANK |
|
|
|
|
|
/s/ Mark P. Boulanger |
|
/s/ James R. Brannen |
|
Director – Mark P. Boulanger |
|
By: James R. Brannen Title: President and Chief Executive Officer |
|
|
|
|
Exhibit 10.2
AMENDMENT
TO THE
FEDERAL SAVINGS BANK
SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT
THIS AMENDMENT to the Federal Savings Bank Supplement Director Retirement Agreement (the “Agreement”) is made by and between First Seacoast Bank (the “Bank”), a federally chartered stock savings bank and successor to Federal Savings Bank, and Michael J. Buldoc (the “Director”), is entered into on this 10th day of February 2022.
WHEREAS, the Agreement was adopted on January 1, 2016; and
WHEREAS, pursuant to Section 8.1 of the Agreement, the Agreement may be amended at any time by mutual written consent of the Bank and the Director; and
WHEREAS, the Bank and the Director desire to amend the Agreement to fix the amount of the Normal Retirement Age annual benefit and the benefit payable in connection with a Change in Control.
NOW THEREFORE, the Agreement is hereby amended, effective as of January 1, 2022, as follows:
First Change
The “Amount of Benefit” in Table A of the Agreement is amended by deleting the language “70% of Final Base Fee” and replacing it with “20,000.”
Second Change
The “Amount of Benefit” next to “Change in Control” in Table B of the Agreement is amended by deleting the language “Table A Retirement Benefit, as if Director had remained continuously in active service with the Bank until the Normal Retirement Age. For purposes of calculating the amount of the benefit, it shall be assumed that the Final Base Fee would have increased by 4% each year from the date of Change in Control to Normal Retirement Age” and replacing it with “The present value of $200,000. The present value shall be determined by discounting a stream of ten (10) annual payments of $20,000 to the date of the Change in Control (i.e., discounting a $20,000 stream of annual payments that would commence on the date of the Change in Control to the date of the Change in Control), using the 120% of the Applicable Federal Rates (compounded semi-annually) for the month in which the Change in Control occurs.”
Third Change
Section 3.6, “Final Base Fee,” is deleted in its entirety and shall hereinafter be reserved.
Fourth Change
Anywhere in the Agreement where the name “Federal Savings Bank” appears, it will be replaced with the name “First Seacoast Bank.”
Except as otherwise amended by this Amendment, all provisions of the Agreement shall remain in full force and effect and the Agreement, and this Amendment shall be construed together and considered one and the same agreement.
[signature page to follow]
IN WITNESS WHEREOF, the Bank and the Director have caused this Amendment to be executed on the date first written above.
|
|
|
|
|
EXECUTIVE |
|
FIRST SEACOAST BANK |
|
|
|
|
|
/s/ Michael J. Bolduc |
|
/s/ James R. Brannen |
|
Director – Michael J. Bolduc |
|
By: James R. Brannen Title: President and Chief Executive Officer |
|
|
|
|
Exhibit 10.3
AMENDMENT
TO THE
FEDERAL SAVINGS BANK
SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT
THIS AMENDMENT to the Federal Savings Bank Supplement Director Retirement Agreement (the “Agreement”) is made by and between First Seacoast Bank (the “Bank”), a federally chartered stock savings bank and successor to Federal Savings Bank, and James Jalbert (the “Director”), is entered into on this 10th day of February 2022.
WHEREAS, the Agreement was adopted on October 29, 2010; and
WHEREAS, the Agreement was subsequently amended on April 1, 2013, and January 22, 2015 ; and
WHEREAS, pursuant to Section 8.1 of the Agreement, the Agreement may be amended at any time by mutual written consent of the Bank and the Director; and
WHEREAS, the Bank and the Director desire to amend the Agreement to fix the amount of the Normal Retirement Age annual benefit and the benefit payable in connection with a Change in Control.
NOW THEREFORE, the Agreement is hereby amended, effective as of January 1, 2022, as follows:
First Change
The “Amount of Benefit” in Table A of the Agreement is amended by deleting the language “70% of Final Base Fee” and replacing it with “20,000.”
Second Change
The “Amount of Benefit” next to “Change in Control” in Table B of the Agreement is amended by deleting the language “Table A Retirement Benefit, as if Director had remained continuously in active service with the Bank until the Normal Retirement Age. For purposes of calculating the amount of the benefit, it shall be assumed that the Final Base Fee would have increased by 4% each year from the date of Change in Control to Normal Retirement Age” and replacing it with “The present value of $200,000. The present value shall be determined by discounting a stream of ten (10) annual payments of $20,000 to the date of the Change in Control (i.e., discounting a $20,000 stream of annual payments that would commence on the date of the Change in Control to the date of the Change in Control), using the 120% of the Applicable Federal Rates (compounded semi-annually) for the month in which the Change in Control occurs.”
Third Change
Section 3.6, “Final Base Fee,” is deleted in its entirety and shall hereinafter be reserved.
Fourth Change
Anywhere in the Agreement where the name “Federal Savings Bank” appears, it will be replaced with the name “First Seacoast Bank.”
Except as otherwise amended by this Amendment, all provisions of the Agreement shall remain in full force and effect and the Agreement, and this Amendment shall be construed together and considered one and the same agreement.
[signature page to follow]
IN WITNESS WHEREOF, the Bank and the Director have caused this Amendment to be executed on the date first written above.
|
|
|
|
|
EXECUTIVE |
|
FIRST SEACOAST BANK |
|
|
|
|
|
/s/ James Jalbert |
|
/s/ James R. Brannen |
|
Director – James Jalbert |
|
By: James R. Brannen Title: President and Chief Executive Officer |
|
|
|
|
Exhibit 10.4
AMENDMENT
TO THE
FEDERAL SAVINGS BANK
SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT
THIS AMENDMENT to the Federal Savings Bank Supplement Director Retirement Agreement (the “Agreement”) is made by and between First Seacoast Bank (the “Bank”), a federally chartered stock savings bank and successor to Federal Savings Bank, and Thomas J. Jean (the “Director”), is entered into on this 10th day of February 2022.
WHEREAS, the Agreement was adopted on January 1, 2016; and
WHEREAS, pursuant to Section 8.1 of the Agreement, the Agreement may be amended at any time by mutual written consent of the Bank and the Director; and
WHEREAS, the Bank and the Director desire to amend the Agreement to fix the amount of the Normal Retirement Age annual benefit and the benefit payable in connection with a Change in Control.
NOW THEREFORE, the Agreement is hereby amended, effective as of January 1, 2022, as follows:
First Change
The “Amount of Benefit” in Table A of the Agreement is amended by deleting the language “70% of Final Base Fee” and replacing it with “20,000.”
Second Change
The “Amount of Benefit” next to “Change in Control” in Table B of the Agreement is amended by deleting the language “Table A Retirement Benefit, as if Director had remained continuously in active service with the Bank until the Normal Retirement Age. For purposes of calculating the amount of the benefit, it shall be assumed that the Final Base Fee would have increased by 4% each year from the date of Change in Control to Normal Retirement Age” and replacing it with “The present value of $200,000. The present value shall be determined by discounting a stream of ten (10) annual payments of $20,000 to the date of the Change in Control (i.e., discounting a $20,000 stream of annual payments that would commence on the date of the Change in Control to the date of the Change in Control), using the 120% of the Applicable Federal Rates (compounded semi-annually) for the month in which the Change in Control occurs.”
Third Change
Section 3.6, “Final Base Fee,” is deleted in its entirety and shall hereinafter be reserved.
Fourth Change
Anywhere in the Agreement where the name “Federal Savings Bank” appears, it will be replaced with the name “First Seacoast Bank.”
Except as otherwise amended by this Amendment, all provisions of the Agreement shall remain in full force and effect and the Agreement, and this Amendment shall be construed together and considered one and the same agreement.
[signature page to follow]
IN WITNESS WHEREOF, the Bank and the Director have caused this Amendment to be executed on the date first written above.
|
|
|
|
|
EXECUTIVE |
|
FIRST SEACOAST BANK |
|
|
|
|
|
/s/ Thomas J. Jean |
|
/s/ James R. Brannen |
|
Director – Thomas J. Jean |
|
By: James R. Brannen Title: President and Chief Executive Officer |
|
|
|
|
Exhibit 10.5
AMENDMENT
TO THE
FEDERAL SAVINGS BANK
SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT
THIS AMENDMENT to the Federal Savings Bank Supplement Director Retirement Agreement (the “Agreement”) is made by and between First Seacoast Bank (the “Bank”), a federally chartered stock savings bank and successor to Federal Savings Bank, and Erica A. Johnson (the “Director”), is entered into on this 10th day of February 2022.
WHEREAS, the Agreement was adopted on March 1, 2019; and
WHEREAS, pursuant to Section 8.1 of the Agreement, the Agreement may be amended at any time by mutual written consent of the Bank and the Director; and
WHEREAS, the Bank and the Director desire to amend the Agreement to fix the amount of the Normal Retirement Age annual benefit and the benefit payable in connection with a Change in Control.
NOW THEREFORE, the Agreement is hereby amended, effective as of January 1, 2022, as follows:
First Change
The “Amount of Benefit” in Table A of the Agreement is amended by deleting the language “70% of Final Base Fee” and replacing it with “20,000.”
Second Change
The “Amount of Benefit” next to “Change in Control” in Table B of the Agreement is amended by deleting the language “Table A Retirement Benefit, as if Director had remained continuously in active service with the Bank until the Normal Retirement Age. For purposes of calculating the amount of the benefit, it shall be assumed that the Final Base Fee would have increased by 4% each year from the date of Change in Control to Normal Retirement Age” and replacing it with “The present value of $200,000. The present value shall be determined by discounting a stream of ten (10) annual payments of $20,000 to the date of the Change in Control (i.e., discounting a $20,000 stream of annual payments that would commence on the date of the Change in Control to the date of the Change in Control), using the 120% of the Applicable Federal Rates (compounded semi-annually) for the month in which the Change in Control occurs.”
Third Change
Section 3.6, “Final Base Fee,” is deleted in its entirety and shall hereinafter be reserved.
Fourth Change
Anywhere in the Agreement where the name “Federal Savings Bank” appears, it will be replaced with the name “First Seacoast Bank.”
Except as otherwise amended by this Amendment, all provisions of the Agreement shall remain in full force and effect and the Agreement, and this Amendment shall be construed together and considered one and the same agreement.
[signature page to follow]
IN WITNESS WHEREOF, the Bank and the Director have caused this Amendment to be executed on the date first written above.
|
|
|
|
|
EXECUTIVE |
|
FIRST SEACOAST BANK |
|
|
|
|
|
/s/ Erica A. Johnson |
|
/s/ James R. Brannen |
|
Director – Erica A. Johnson |
|
By: James R. Brannen Title: President and Chief Executive Officer |
|
|
|
|
Exhibit 10.6
SECOND AMENDMENT
TO THE
FEDERAL SAVINGS BANK
AMENDED AND RESTATED
DIRECTOR FEE CONTINUATION AGREEMENT
THIS SECOND AMENDMENT to the First Seacoast Bank Amended and Restated Director Fee Continuation Agreement (the “Agreement”) is entered into by and between First Seacoast Bank, a federally chartered stock savings bank and successor to Federal Savings Bank (the “Bank”) and Dana C. Lynch (the “Director”), on this 10th day of February 2022.
WHEREAS, the Agreement was adopted on December 11, 2008, and subsequently amended on April 1, 2013; and
WHEREAS, pursuant to Section XIII(C) of the Agreement, the Agreement may be amended at any time by mutual written consent of the Bank and the Director; and
WHEREAS, the Bank and the Director desire to amend the Agreement to clarify certain provisions.
NOW THEREFORE, the Agreement is hereby amended, effective as of January 1, 2022, as follows:
First Change
Section III. is amended by deleting paragraph J. “Final Base Fee” in its entirety.
Second Change
Section V.A. “Retirement Benefit” is amended by replacing the first sentence with the following new language:
“Upon attainment of the Retirement Date, the Director shall be entitled to receive an annual benefit from the Bank that is equal to $20,000.”
Third Change
Section X. is amended by deleting the current language in its entirety and replacing it with the following new language:
“Upon the occurrence of a Change in Control, the Director shall be entitled to a benefit in the amount equal to the present value of $200,000. The present value shall be determined by discounting a stream of ten (10) annual payments of $20,000 to the date of the Change in Control (i.e., discounting a $20,000 stream of annual payments that would commence on the date of the Change in Control to the date of the Change in Control), using the 120% of the Applicable Federal Rates (compounded semi-annually) for the month in which the Change in Control occurs. In addition, no Change in Control of the Bank shall take place unless the new or surviving entity expressly acknowledges the obligations under this Agreement and agrees to abide by its terms.”
Fourth Change
Anywhere in the Agreement where the name “First Federal Bank” appears, it will be replaced with the name “First Seacoast Bank.”
Except as otherwise amended by this Amendment, all provisions of the Agreement shall remain in full force and effect and the Agreement, and this Amendment shall be construed together and considered one and the same agreement.
[signature page to follow]
IN WITNESS WHEREOF, the Bank and the Director have caused this Amendment to be executed on the date first written above.
|
|
|
|
|
EXECUTIVE |
|
FIRST SEACOAST BANK |
|
|
|
|
|
/s/ Dana C. Lynch |
|
/s/ James R. Brannen |
|
Director – Dana C. Lynch |
|
By: James R. Brannen Title: President and Chief Executive Officer |
|
|
|
|
Exhibit 10.7
AMENDMENT
TO THE
FEDERAL SAVINGS BANK
SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT
THIS AMENDMENT to the Federal Savings Bank Supplement Director Retirement Agreement (the “Agreement”) is made by and between First Seacoast Bank (the “Bank”), a federally chartered stock savings bank and successor to Federal Savings Bank, and Paul J. Reid (the “Director”), is entered into on this 10th day of February 2022.
WHEREAS, the Agreement was adopted on March 1, 2019; and
WHEREAS, pursuant to Section 8.1 of the Agreement, the Agreement may be amended at any time by mutual written consent of the Bank and the Director; and
WHEREAS, the Bank and the Director desire to amend the Agreement to fix the amount of the Normal Retirement Age annual benefit and the benefit payable in connection with a Change in Control.
NOW THEREFORE, the Agreement is hereby amended, effective as of January 1, 2022, as follows:
First Change
The “Amount of Benefit” in Table A of the Agreement is amended by deleting the language “70% of Final Base Fee” and replacing it with “20,000.”
Second Change
The “Amount of Benefit” next to “Change in Control” in Table B of the Agreement is amended by deleting the language “Table A Retirement Benefit, as if Director had remained continuously in active service with the Bank until the Normal Retirement Age. For purposes of calculating the amount of the benefit, it shall be assumed that the Final Base Fee would have increased by 4% each year from the date of Change in Control to Normal Retirement Age” and replacing it with “The present value of $200,000. The present value shall be determined by discounting a stream of ten (10) annual payments of $20,000 to the date of the Change in Control (i.e., discounting a $20,000 stream of annual payments that would commence on the date of the Change in Control to the date of the Change in Control), using the 120% of the Applicable Federal Rates (compounded semi-annually) for the month in which the Change in Control occurs.”
Third Change
Section 3.6, “Final Base Fee,” is deleted in its entirety and shall hereinafter be reserved.
Fourth Change
Anywhere in the Agreement where the name “Federal Savings Bank” appears, it will be replaced with the name “First Seacoast Bank.”
Except as otherwise amended by this Amendment, all provisions of the Agreement shall remain in full force and effect and the Agreement, and this Amendment shall be construed together and considered one and the same agreement.
[signature page to follow]
IN WITNESS WHEREOF, the Bank and the Director have caused this Amendment to be executed on the date first written above.
|
|
|
|
|
EXECUTIVE |
|
FIRST SEACOAST BANK |
|
|
|
|
|
/s/ Paula J. Reid |
|
/s/ James R. Brannen |
|
Director – Paula J. Reid |
|
By: James R. Brannen Title: President and Chief Executive Officer |
|
|
|
|
Exhibit 10.8
AMENDMENT
TO THE
FEDERAL SAVINGS BANK
SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT
THIS AMENDMENT to the Federal Savings Bank Supplement Director Retirement Agreement (the “Agreement”) is made by and between First Seacoast Bank (the “Bank”), a federally chartered stock savings bank and successor to Federal Savings Bank, and Janet Sylvester (the “Director”), is entered into on this 10th day of February 2022.
WHEREAS, the Agreement was adopted on January 1, 2016; and
WHEREAS, pursuant to Section 8.1 of the Agreement, the Agreement may be amended at any time by mutual written consent of the Bank and the Director; and
WHEREAS, the Bank and the Director desire to amend the Agreement to fix the amount of the Normal Retirement Age annual benefit and the benefit payable in connection with a Change in Control.
NOW THEREFORE, the Agreement is hereby amended, effective as of January 1, 2022, as follows:
First Change
The “Amount of Benefit” in Table A of the Agreement is amended by deleting the language “70% of Final Base Fee” and replacing it with “20,000.”
Second Change
The “Amount of Benefit” next to “Change in Control” in Table B of the Agreement is amended by deleting the language “Table A Retirement Benefit, as if Director had remained continuously in active service with the Bank until the Normal Retirement Age. For purposes of calculating the amount of the benefit, it shall be assumed that the Final Base Fee would have increased by 4% each year from the date of Change in Control to Normal Retirement Age” and replacing it with “The present value of $200,000. The present value shall be determined by discounting a stream of ten (10) annual payments of $20,000 to the date of the Change in Control (i.e., discounting a $20,000 stream of annual payments that would commence on the date of the Change in Control to the date of the Change in Control), using the 120% of the Applicable Federal Rates (compounded semi-annually) for the month in which the Change in Control occurs.”
Third Change
Section 3.6, “Final Base Fee,” is deleted in its entirety and shall hereinafter be reserved.
Fourth Change
Anywhere in the Agreement where the name “Federal Savings Bank” appears, it will be replaced with the name “First Seacoast Bank.”
Except as otherwise amended by this Amendment, all provisions of the Agreement shall remain in full force and effect and the Agreement, and this Amendment shall be construed together and considered one and the same agreement.
[signature page to follow]
IN WITNESS WHEREOF, the Bank and the Director have caused this Amendment to be executed on the date first written above.
|
|
|
|
|
EXECUTIVE |
|
FIRST SEACOAST BANK |
|
|
|
|
|
/s/ Janet Sylvester |
|
/s/ James R. Brannen |
|
Director – Janet Sylvester |
|
By: James R. Brannen Title: President and Chief Executive Officer |
|
|
|
|