Omega Financial Corp /PA/ - Current report filing (8-K)
November 14 2007 - 3:43PM
Edgar (US Regulatory)
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): November 7, 2007
Omega Financial Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Pennsylvania
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000-13599
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25-1420888
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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366 Walker Drive, State College, Pennsylvania
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16801
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (814)-231-1680
Not Applicable
(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 (
see
General
Instruction A.2. below):
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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)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
(e)
Amendment to Severance Agreements with Chief Executive
Officer and Chief Financial Officer
On November 7,
2007, the Compensation Committee of the Board of Directors of Omega Financial
Corporation, referred to as Omega, approved amendments, referred to as the Amendments, to Omegas Severance Agreements with
Donita Koval, President and Chief Executive Officer and Daniel Warfel, Executive Vice President and
Chief Financial Officer. The original Severance Agreements generally provide that if the executives
employment is terminated by Omega without cause or the executive terminates their employment at any
time within three years after a change in control or for certain good reasons, the executive
would be entitled to be paid a severance benefit for a period of three years following the date on
which the employment is terminated at a rate equal to 100% of the executives highest annual cash
compensation, including cash bonuses, during the three calendar year period ending prior to the
termination date. The original Severance Agreements are described more fully in Omegas Proxy Statement
relating to the 2007 Annual Meeting of Shareholders filed with the SEC on April 10, 2007, which
description is incorporated herein by reference.
The Amendments, among other things:
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change the payments under the Severance Agreements from installments over a three year
period, subject to reduction for pension, annuity or other benefits or payments
received by the executive under the Amended and Restated Salary Continuation Agreement, described
below, to a single payment which will not be reduced by other amounts received by
the executive;
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provide for the payment of a change in control benefit in lieu of a severance
payment in the event of a change of control as defined in the Amendments. The
change in control benefit is equal to three times the executives highest annual
cash compensation, including cash bonuses, during the three calendar years ending
immediately prior to the calendar year in which the change of control occurs;
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amend the definition of change in control to be similar to the definition
contained in the regulations promulgated under Section 409A of the Internal Revenue
Code, except with respect to certain thresholds (however, Ms. Kovals agreement
also retains the prior language for situations applicable to her voluntary
termination of employment within three years after such a change of control takes
place);
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provide for the payment to the executive of an amount equal to any excise tax
imposed on the executive under the excess parachute payment rules of Section 4999
of the Internal Revenue Code with respect to payments or benefits received under
the Severance Agreement, the Amended and Restated Salary Continuation Agreement
described below or any other plan, program, agreement or arrangement, as well as
any related federal, state and local income, excise and employment taxes imposed as
a result of the additional payment;
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provide that, in the event that a court finds that the executive has breached
any of the nondisclosure and noncompetition covenants
in the Severance Agreement after the payment of the
amounts called for by the Agreement, the court may require the executive to repay a
portion of such amount not to exceed 1/36th of the total payments under the
Severance Agreement for each calendar month in which such breach occurred;
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eliminate the requirement that Omega post a letter of credit to secure its
obligations under the Severance Agreements; and
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address certain requirements of Section 409A of the Internal Revenue Code and
regulations promulgated under that Section.
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The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the Amendments to the Severance Agreements with
Ms. Koval and Mr. Warfel, which are
filed as Exhibits 10. 1 and 10.2, respectively, to this Report and are incorporated herein by
reference.
Amendment and Restatement of Salary Continuation Agreements with Chief Executive Officer and Chief
Financial Officer
On November 7, 2007, the Compensation Committee of the Board of
Directors of Omega approved
the amendment and restatement of Salary Continuation Agreements,
referred to as the Original Agreements, between Omega Bank and each of
Donita Koval, President and Chief Executive Officer and Daniel Warfel, Executive Vice President and
Chief Financial Officer. The Original Agreements generally provide for supplemental retirement benefits
for a participant who has attained age 62 (or a reduced benefit at age 55) and remained in Omegas
continuous employment. The Original Agreements are described more fully in Omegas
Proxy Statement relating to the 2007 Annual Meeting of Shareholders filed with the SEC on April 10,
2007, which description is incorporated herein by reference.
The
Amended and Restated Salary Continuation Agreements amend the
Original Agreements to, among other things:
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add Omega as a party in addition to Omega Bank;
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provide that any cash benefit payable under the Amended and
Restated Salary Continuation Agreements will be paid in a
single lump-sum payment;
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provide that in the event of a change of control, the executive will become
vested in the benefit that would become payable at normal retirement age and the
present value of that benefit will be paid in a single payment on the date of
the change in control;
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amend the definition of change in control to be similar to the definition
contained in the regulations promulgated under Section 409A of the Internal Revenue
Code, except with respect to certain thresholds;
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revise the formulas used to calculate the amount of the retirement benefit to
establish certain dates that annual compensation and offsets will be determined;
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address certain requirements of Section 409A of the Internal Revenue Code and
regulations promulgated under that Section;
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provide for the payment to the executive of an amount equal to any interest and
additional tax imposed on the executive under Section 409A of the Internal Revenue
Code, as well as any related federal, state and local income, excise and
employment taxes imposed as a result of the additional payment; and
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revise the excess parachute payment excise tax reimbursement
language in the Original Agreements to conform
to the language contained in the Amendments to the Severance
Agreements described above.
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The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the Amended and Restated Salary Continuation Agreements
with Ms. Koval and Mr. Warfel,
which are filed as Exhibits 10. 3 and 10.4, respectively, to this Report and are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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No.
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Description
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10.1
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Amendment to Severance Agreement dated as of November 7, 2007 between Omega Financial
Corporation and Donita R. Koval.
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10.2
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Amendment to Severance Agreement dated as of November 7, 2007 between Omega Financial
Corporation and Daniel L. Warfel
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10.3
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Amended and Restated Salary Continuation Agreement dated as of November 7, 2007 among Omega
Financial Corporation, Omega Bank and Donita R. Koval
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10.4
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Amended and Restated Salary Continuation Agreement dated as of November 7, 2007 among Omega
Financial Corporation, Omega Bank and Daniel L. Warfel
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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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Omega Financial Corporation
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Date: November 14, 2007
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By:
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/s/ Daniel L. Warfel
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Name: Daniel L. Warfel
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Title: EVP and Chief Financial Officer
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EXHIBIT INDEX
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No.
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Description
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10.1
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Amendment to Severance Agreement dated as of November 7, 2007 between Omega Financial
Corporation and Donita R. Koval.
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10.2
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Amendment to Severance Agreement dated as of November 7, 2007 between Omega Financial
Corporation and Daniel L. Warfel
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10.3
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Amended and Restated Salary Continuation Agreement dated as of November 7, 2007 among Omega
Financial Corporation, Omega Bank and Donita R. Koval
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10.4
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Amended and Restated Salary Continuation Agreement dated as of November 7, 2007 among Omega
Financial Corporation, Omega Bank and Daniel L. Warfel
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