serp.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C., 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) October 21, 2008
CITIZENS FINANCIAL SERVICES,
INC.
(Exact
name of registrant as specified in its charter)
Pennsylvania
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0-13222
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23-2265045
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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15
South Main Street, Mansfield, PA
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16933
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(Address
of Principal Executive Office)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(570)
662-2121
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N/A
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(Former
name or former address, if changes since last
report)
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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)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR
240.13e-4(c))
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CITIZENS
FINANCIAL SERVICES, INC.
CURRENT
REPORT ON FORM 8-K
Item
5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory
Arrangements of Certain Officers.
(e) On October 21,
2008, First Citizens National Bank (the “Bank”), the wholly owned subsidiary of
Citizens Financial Services, Inc. (the “Company”), entered into a supplemental
executive retirement agreement (the “Agreement”) with its President and Chief
Executive Officer, Randall E. Black, its Executive Vice President, Chief
Financial Officer and Treasurer, Mickey L. Jones, and its Executive Vice
President and Secretary, Terry B. Osborne (collectively the “executives”). The
Agreement is effective as of January 1, 2008.
The
Agreement provides the executives with an annual retirement benefit, for 15
years, following separation from service (other than for cause) on or after
attaining age 62. This retirement benefit equals a benefit percentage (16.4% for
Mr. Black, 14.7% for Mr. Osborne and 13.6% for Mr. Jones) multiplied by the
average annual cash compensation during the three completed calendar years
preceding the termination of employment.
If the
executive separates from service prior to age 62 for reasons other than death,
disability, termination for cause or following a change in control, he would
receive the vested early retirement benefit based on the extent to which the
annual retirement benefit described above should be accrued by the Bank under
generally accepted accounting principles as of the date of termination. If the
executive terminates employment due to disability, this benefit will be fully
vested. If the executive separates from service due to death or
following a change-in-control of the Company but before the executive attains
age 62, he or his beneficiary will receive the normal retirement benefit,
regardless of his age at the time of separation from service or
death.
The foregoing summary of the Agreement is qualified in its entirety
by the Agreement itself, a copy of which will be filed an an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31, 2008.
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 thereunto
duly authorized.
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Citizens Financial Services,
Inc. |
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October
24, 2008
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By:
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/s/ Mickey
L. Jones |
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Mickey
L. Jones |
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Executive
Vice President & Chief Financial Officer |
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