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HARL > SEC Filings for HARL > Form 8-K on 21-May-2009All 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-May-2009

Change in Directors or Principal Officers, Financial Statemen


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

(e) On May 20, 2009, the Boards of Directors of Harleysville Savings Financial Corporation (the "Company" or the "Registrant") and Harleysville Saving Bank (the "Bank") approved entering into a change in control agreement with each of Brendan J. McGill, Senior Vice President and Chief Financial Officer, Stephen J. Kopenhaver, Senior Vice President and Chief Lending Officer, Adrian D. Gordon, Senior Vice President and Chief Information Officer, and Sheri Strouse, Senior Vice President and Branch Administrator (the "Agreements").

The Agreements provide for a three-year term, and subject to satisfactory performance reviews, among other things, shall extend on each anniversary date for an additional year so that the remaining term will be three years, unless either the Boards of Directors of the Company or the Bank or the executive provides contrary written notice to the other not less than 30 days in advance of such anniversary date. The Agreements are automatically extended for an additional one year upon a change in control of the Company or the Bank, as defined. In the event that the executive's employment is terminated or other certain adverse actions are taken with respect to the executive's employment within 18 months subsequent to a change in control, the Agreements provide that the executive would receive a severance payment in the amount of two times the executive's annual compensation (defined as the highest annual salary plus average bonus during the last three years), the continued participation in all group, life, health, accident and disability insurance for the lesser of 36 months or until the executive's full time employment by another employer, and a cash amount equal to the projected cost of benefits provided to the executive under certain employee benefit plans for 36 months. The total amount of payments under the Agreements shall be reduced by the amount necessary to result in no portion of the payments being "parachute payments" and non-deductible to the Company pursuant to Section 280G of the Internal Revenue Code.

For additional information, reference is made to the form of the Agreement included as Exhibit 10.1, which is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) The following exhibit is included with this Report:

Exhibit No.    Description
10.1           Form of Change in Control Agreement among
               Harleysville Savings Financial Corporation,
               Harleysville Savings Bank and each of
               Brendan J. McGill, Stephen J. Kopenhaver,
               Adrian D. Gordon and Sheri Strouse


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