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FMNB > SEC Filings for FMNB > Form 8-K on 27-Mar-2014All Recent SEC Filings

Show all filings for FARMERS NATIONAL BANC CORP /OH/

Form 8-K for FARMERS NATIONAL BANC CORP /OH/


27-Mar-2014

Change in Directors or Principal Officers, Financial Statements a


ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Effective March 23, 2014, John S. Gulas resigned as a director of Farmers National Banc Corp. (the "Company"), as part of the terms and conditions of a separation agreement with the Company (the "Separation Agreement"), entered into effective March 23, 2014 ("Effective Date") in connection with the termination of his employment and his former duties as President and Chief Executive Officer of the Company, as previously reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2013. The terms of Mr. Gulas' separation are set forth in the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein. The Separation Agreement supercedes Mr. Gulas' Amended and Restated Employment Agreement dated December 30, 2011 ("Employment Agreement"), a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2012, although the economic terms of the Separation Agreement are consistent with the terms previously contained in the Employment Agreement, and were fully accrued as reported in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2013 as filed on November 7, 2013. The following is a summary description of the terms and amounts payable under the Separation Agreement, which description is qualified in its entirety by reference to the full text of the Separation Agreement.

The Company agreed to pay Mr. Gulas $152,182.08, representing six months of annual salary from the date of termination through May 5, 2014, 60 equal semi-monthly installments of $12,681.83, and $65,406.00, representing unused paid time off and an amount remaining to be paid with respect to Mr. Gulas' participation in the Company's 2012 Cash Incentive Plan. Although Mr. Gulas was eligible to participate in the Company's 2013 Cash Incentive Plan, no payments were due to Mr. Gulas under such plan.

Mr. Gulas agreed that he will comply with the terms of restrictive covenants of non-competition and non-solicitation formerly contained in the Employment Agreement, including a non-competition restriction for 12 months after termination, a non-solicitation of customers restriction for 12 months after termination, and a non-solicitation of employees restriction for 24 months after termination.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit
Number                                    Description

10.1         Separation Agreement by and between Farmers National Banc Corp. and
             John S. Gulas (filed herewith).


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