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HFBC > SEC Filings for HFBC > Form 8-K on 8-Jul-2013All Recent SEC Filings

Show all filings for HOPFED BANCORP INC

Form 8-K for HOPFED BANCORP INC


8-Jul-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


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


(e) On July 1, 2013, the Compensation Committee of the Board of Directors
granted restricted stock awards to the following executive officers:



                                                                          Restricted
Name                                        Title                         Stock Award

John E. Peck              President & CEO*                                       6,969
Michael L. Woolfolk       Executive VP and Chief Operations
                          Officer*                                               5,222
P. Michael Foley III      Senior VP and Chief Credit Officer**                   2,528
Billy C. Duvall           Senior VP, Chief Financial Officer and
                          Treasurer*                                             4,298

* Company and Bank

** Bank only

The restricted share awards are subject to the terms and conditions of the HopFed Bancorp, Inc. (the "Company") 2013 Long-Term Incentive Plan (the "Plan") and the related Restricted Share Award Agreement which is attached hereto as Exhibit 10.3 and incorporated by reference. The Plan was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K/A, filed May 28, 2013, and is incorporated by reference. The closing price of the Company's common stock on July 1, 2013, was $10.80 per share.

On July 1, 2013, the Compensation Committee voted to extend the employment contracts of Messrs. Peck and Woolfolk with each of the Company and Heritage Bank USA, Inc., the Company's wholly owned, Kentucky chartered commercial bank subsidiary (the "Bank"), for an additional year, each to a term of three years.

On July 1, 2013, the Company and the Bank each entered into an amended and restated employment agreement with Mr. Duvall. The amended and restated employment agreements are attached as Exhibits 10.1 and 10.2 hereto and are incorporated by reference.

Each of the employment agreements with Mr. Duvall is for a three year term. Prior to July 1 of each year the agreements may be extended for an additional one-year period beyond the then applicable expiration date, if the Compensation Committee determines that the employee's performance has met the requirements and standards of the Board of Directors.

The employment agreements with Mr. Duvall provide for a base salary of $185,680 per annum. Mr. Duvall may participate with other senior management in discretionary bonuses and in any fringe benefits that may become available and are commensurate with the responsibilities and functions to be performed by the employee.

The employment agreements provide for a payment of 2.9 times Mr. Duvall's base salary in the event of a change of control of the Company (as defined in the agreements), subject to certain limitations, and for payments of the salary provided under these agreements up to expiration of their terms upon termination of the employee without cause.


As amended, the agreements provide that, in the event any payment or distribution to Mr. Duvall under the agreements or otherwise, would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, the after-tax payments to him (as defined in the agreements) would be reduced to avoid payment of this excise tax.

Also as amended, the agreements do not restrict Mr. Duvall from competing with the Company and the Bank after any termination of his employment, but the agreements prohibit him, for a period of 12 months after any termination of employment, from soliciting employees of the Company and the Bank for hire.

On July 1, 2013, Compensation Committee made the following decisions on executive management compensation that are effective July 1, 2013:

                                                                     Prior            New
Name                                     Title                       Base            Base

John E. Peck             President & CEO*                          $ 301,044       $ 301,044
Michael L. Woolfolk      Executive VP and Chief Operations
                         Officer*                                  $ 225,608       $ 225,608
Billy C. Duvall          Senior VP, Chief Financial Officer
                         and Treasurer*                            $ 185,680       $ 185,680
P. Michael Foley III     Senior VP and Chief Credit Officer**      $ 170,000       $ 182,000

* Company and Bank

** Bank only



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                               Description of Exhibit

10.1         Employment Agreement, dated July 1, 2013, by and between Billy C.
             Duvall and HopFed Bancorp, Inc.

10.2         Employment Agreement, dated July 1, 2013, by and between Billy C.
             Duvall and Heritage Bank, USA.

10.3         Form of HopFed Bancorp, Inc. 2013 Long-Term Incentive Plan Restricted
             Share Award Agreement.

10.4         HopFed Bancorp, Inc. 2013 Long-Term Incentive Plan (incorporated by
             reference to Exhibit 10.1 to Current Report on Form 8-K/A, filed May
             28, 2013).


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