Attached files
| file | filename |
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| EX-10.1 - QNB CORP | v196451_ex10-1.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
September
7, 2010
Date of
Report (Date of earliest event reported)
QNB
Corp.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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0-17706
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23-2318082
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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15
North Third Street, Quakertown, PA
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18951-9005
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (215)
538-5600
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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(c) On September 7,
2010, David W. Freeman commenced employment as President of QNB Corp. (the
“Company”) and President and Chief Operating Officer of QNB Bank (the
“Bank”), a wholly-owned subsidiary of the Company. Mr. Freeman will be appointed
to the Board of Directors of the Bank no later than the first meeting of the
Bank Board following the commencement of his employment. Thomas J. Bisko, the
current President and Chief Executive Officer of the Company and the Bank, will
remain the Chief Executive Officer of both the Company and the Bank. Mr. Freeman
is 54 years of age and most recently served as Division President for the
Drovers Bank Division of Fulton Bank in York, PA from 2002 to 2010.
There
have been no transactions within the last fiscal year, or any currently proposed
transactions, in which the Company or the Bank was or is to be a participant and
in which Mr. Freeman or his associates has or had a direct or indirect material
interest which would be required to be reported under Item 404(a) of Regulation
S-K.
(e) In connection
with his appointment, Mr. Freeman entered into an employment agreement with the
Company and the Bank (the “Agreement”) attached hereto as Exhibit 10.1. The
initial term of the Agreement expires on September 6, 2011, subject to annual
renewals on September 7, 2011 and each September 7 thereafter absent notice of
nonrenewal by either party at least 90 days prior to an annual renewal
date.
Mr.
Freeman’s initial base salary under the Agreement is $240,000. The Agreement
provides for participation in employee benefit plans and programs maintained by
the Company and the Bank for the benefit of their executive officers, including
discretionary bonuses, participation in health, disability benefit, life
insurance, pension, profit sharing, retirement and stock-based compensation
plans and certain fringe benefits described in the Agreement. Under the terms of
the Agreement, the Bank will pay the initiation fees and dues for Mr. Freeman’s
membership at a mutually agreeable country club and any reasonable
business-related expenses at such club.
In
accordance with the terms of the Agreement, Mr. Freeman will also be awarded an
option to purchase 3,000 shares of Company’s common stock under the Company’s
2005 Stock Incentive Plan. The option will be granted within 30 days
after the commencement of Mr. Freeman’s employment and the exercise price of
such option will be equal to the fair market value of a share of Company common
stock on the date of grant. The option will vest ratably over a three-year
period.
Pursuant
to the Agreement, upon termination of Mr. Freeman’s employment for cause, as
defined in the Agreement, Mr. Freeman will receive no further compensation or
benefits under the Agreement. If the Company or the Bank terminates
Mr. Freeman for a reason other than cause or disability, or if Mr. Freeman
resigns after the occurrence of specified circumstances that constitute
constructive termination, Mr. Freeman will receive continuation of his then
current annual base salary and health insurance coverage for 12
months.
The
Agreement provides for the reduction of any “change in control” payments to Mr.
Freeman to the extent necessary to ensure that he will not receive “excess
parachute payments” under Section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”), which otherwise would result in the imposition of a 20%
excise tax under Section 4999 of the Code. In addition, the Agreement provides
for the recovery or clawback by the Company or the Bank of any bonuses paid to
Mr. Freeman that are later determined (up to 36 months after payment) to be
based on materially inaccurate financial statements or performance metric
criteria.
Upon
termination of employment, Mr. Freeman will be subject to certain
non-competition and non-solicitation covenants for one year. In the event
Mr. Freeman’s employment terminates as a result of a notice of non-renewal of
the Agreement by the Company or the Bank, the non-competition covenants will
terminate upon his termination of employment.
The
foregoing description is qualified by reference to the Agreement.
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Item
9.01
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Financial
Statements and Exhibits
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The
following exhibits are filed herewith:
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Exhibit No.
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Description
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10.1
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Employment
Agreement, dated as of September 7, 2010 between QNB Corp., QNB Bank and
David W. Freeman
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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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QNB
Corp.
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Dated:
September 13, 2010
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By:
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/s/ Thomas
J. Bisko
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Thomas
J. Bisko
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Chief
Executive Officer
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