Attached files
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| EX-10.1 - EXHIBIT 10.1 - SECURITY FEDERAL CORP | secfed8k32218ex101.htm |
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 29, 2018
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SECURITY FEDERAL CORPORATION
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(Exact name of registrant as specified in its charter)
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South Carolina
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000-16120
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57-0858504
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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238 Richland Avenue NW, Aiken, South Carolina
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29801
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number (including area code): (803) 641-3000
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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.
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] 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. [ ]
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ITEM 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c)(3) – Compensatory Arrangements of Certain Officers
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(A)
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Form of Change in Control Severance Agreement for Certain Executive Officers of Security Federal Corporation and Security Federal Bank.
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On March 29, 2018 (the "Effective Date"), Security Federal Corporation (the "Company") and its financial institution subsidiary, Security Federal Bank (the "Bank"), entered into change of control severance agreements with four named executive officers, J. Chris Verenes, Roy G. Lindburg, Jessica T. Cummins and Richard T. Harmon (collectively, the "officers").
The agreements provide an initial term until December 31, 2018 and will be extended for one year on each anniversary date, provided that the board of directors of has not given the officer notice of non-renewal. If, within six months before or 24 months following a change in control, the officer experiences an involuntary termination, the Company and the Bank will pay to the officer, a lump sum cash payment equal to 2.4 times the officer's annual base salary.
Any payments made under the agreements are subject to and conditioned upon (1) compliance with 12 U.S.C. §1828(k) and Federal Deposit Insurance Corporation regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments, and (2) other statutory and regulatory requirements.
The foregoing description of the change in control severance agreements does not purport to be complete and is qualified in its entirety by reference to the form of change in control severance agreement, a copy of which is furnished as Exhibit 10.1 and is incorporated herein by reference.
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 |
Form of Change in Control Severance Agreement for Certain Officers of Security Federal Corporation and Security Federal Bank.
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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.
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SECURITY FEDERAL CORPORATION
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Date: March 29, 2018
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By:
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/s/ Jessica T. Cummins |
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Jessica T. Cummins
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Chief Financial Officer
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