changeincontrol.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) January 19, 2010
CITIZENS FINANCIAL SERVICES,
INC.
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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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Item
5.02. Departures of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e) On
January 19, 2010, First Citizens National Bank and Citizens Financial Services,
Inc. (as guarantor) entered into change in control agreements with each of Terry
B. Osborne, Executive Vice President, and Mickey L. Jones, Executive Vice
President.
Each
agreement provides for a three-year term, which automatically renews on January
19 of each year to maintain a three-year term, unless either party notifies in
writing the other party at least 90 days prior to January 19 of such party’s
intent not to renew the agreement beyond the existing term, or the agreement is
terminated by the Company for cause, death or disability or if the agreement is
terminated by the executive.
Under
each agreement, if, within one year following a change in control (as defined in
the agreement), the executive is involuntarily terminated, the executive’s
title, responsibilities, or salary are reduced, or for reductions or changes in
the executive’s duties, location of employment or benefits as set forth in the
agreement, the executive shall be entitled to receive a lump sum amount equal to
one time the executive’s base salary. In addition, for a period of 18
months from the date of termination or until the executive secures substantially
similar benefits through other employment, whichever shall occur first, the
executive shall receive a continuation of health care, life and disability
insurance in effect prior to his termination.
Item 9.01. Financial Statements and
Exhibits
(d)
Exhibits.
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Exhibit
Number
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Description
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99.1
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Form
of Change In Control Agreement for Terry B. Osborne
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99.2
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Form
of Change In Control Agreement for Mickey L.
Jones
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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
hereunto duly authorized.
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Company Name |
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January
22, 2010
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By:
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/s/ Randall
E. Black |
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Randall
E. Black |
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Chief
Executive Officer and President |
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