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HARL > SEC Filings for HARL > Form 8-K on 21-Nov-2008All Recent SEC Filings

Show all filings for HARLEYSVILLE SAVINGS FINANCIAL CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for HARLEYSVILLE SAVINGS FINANCIAL CORP


21-Nov-2008

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On November 19, 2008, the Boards of Directors of Harleysville Savings Financial Corporation (the "Company" or the "Registrant") and Harleysville Saving Bank (the "Bank") approved the amendment and restatement of the following employment agreement and stock benefit plans:

o the Company's and the Bank's employment agreement entered into with Ronald B. Geib, President and Chief Executive Officer of the Company and the Bank (the "Employment Agreement");

o the Company's 2000 Stock Option Plan; and

o the Company's 2005 Stock Option Plan.

The above Employment Agreement and stock benefit plans were amended and restated in order to comply with final regulations issued by the Internal Revenue Service under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Section 409A of the Code governs the deferral of compensation where the director, officer or employee has a legally binding right to compensation that is payable in a future year. Section 409A imposes new requirements with respect to deferral elections, payment events and payment elections.

In addition, the Employment Agreement was amended to delete a provision that would reimburse Mr. Geib for tax on payments that would constitute "excess parachute payments" under the Code. The Employment Agreement now provides that severance payments will be reduced to the extent necessary so that there are no "parachute payments" under the Code. As a result, Mr. Geib will no longer be subject to excise taxes on his severance payments, and the Company will no longer be required to reimburse Mr. Geib for such taxes.

For additional information, reference is made to the amended agreements and plans included as Exhibits 10.1 through 10.3 hereto, which are incorporated herein by reference.

Item 9.01         Financial Statements and Exhibits
                  ---------------------------------

         (a)      Not applicable.

         (b)      Not applicable.

(c)      The following exhibits are included with this Report:

         Exhibit No.       Description
         -----------       -----------
         10.1              Amended and  Restated  Employment  Agreement  between
                           Harleysville    Savings    Financial     Corporation,
                           Harleysville  Savings Bank and Ronald B. Geib,  dated
                           as of November 18, 2008

         10.2              Harleysville  Savings Financial  Corporation  Amended
                           and Restated 2000 Stock Option Plan

         10.3              Harleysville  Savings Financial  Corporation  Amended
                           and Restated 2005 Stock Option Plan

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