Attached files
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EX-10.13 - EXHIBIT 10.13 - CORTLAND BANCORP INC | c15841exv10w13.htm |
EX-10.24 - EXHIBIT 10.24 - CORTLAND BANCORP INC | c15841exv10w24.htm |
EX-10.26 - EXHIBIT 10.26 - CORTLAND BANCORP INC | c15841exv10w26.htm |
EX-10.14 - EXHIBIT 10.14 - CORTLAND BANCORP INC | c15841exv10w14.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2011
Cortland Bancorp
(Exact name of registrant as specified in its charter)
Ohio | 0-13814 | 34-1451118 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
194 West Main Street, Cortland, Ohio |
44410 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (330) 637-8040
N/A
(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)) |
Item 5.02 Compensatory Arrangements of Certain Officers
On April 19, 2011, Cortland Bancorp entered into a Director Retirement Agreement with director
Joseph E. Koch. Director Koch was appointed to Cortland Bancorps board effective on May 18, 2010,
to fill a newly created vacancy. The Director Retirement Agreement and associated split dollar
agreement with Director Koch are similar to the terms of the Director Retirement Agreements and
split dollar agreements entered into with other nonemployee directors. Currently 54 years old,
Director Kochs normal retirement age under the agreement is age 70.
The Director Retirement Agreement promises a post-retirement benefit of $10,000 payable
annually for 10 years if the director retires after reaching his normal retirement age. A reduced
annual retirement benefit is payable if the director terminates service or becomes disabled before
reaching the normal retirement age, but the benefit is not payable until the director finally
attains normal retirement age. If termination of the directors service occurs within one year
after a change in control of Cortland Bancorp, the director will receive cash in a single lump sum
equal to the retirement benefit expense accrued by Cortland Bancorp. In the event of a retired
directors death, any remaining Director Retirement Agreement benefits to which the director is
entitled are payable to the named beneficiary; but if the director dies in active service to
Cortland Bancorp before reaching his normal retirement age, the beneficiary will be entitled to
cash in a single lump sum equal to the retirement benefit expense accrued by Cortland Bancorp.
Cortland Bancorp has purchased insurance on the lives of directors who are parties to the
Director Retirement Agreements and entered into split dollar agreements with them, promising to
share a portion of the life insurance death benefits with directors designated beneficiaries. On
April 19, 2011, Cortland Bancorps board approved the purchase of insurance on Director Kochs
life. Each directors portion of the policys death benefit is $100,000, payable to the directors
beneficiary whether the directors death occurs while in active service to Cortland Bancorp or
after retirement. Cortland Bancorp will receive any death benefits remaining after payment to the
directors beneficiary.
Cortland Bancorp purchased the split dollar life insurance policies as informal financing for
its payment obligations under the Director Retirement Agreements. Although Cortland Bancorp
expects the life insurance benefits to support the payment obligations, the non-employee directors
contractual entitlements under the Director Retirement Agreements are not funded and remain
contractual liabilities of Cortland Bancorp.
Also presented for review and approval were the Fourth Amended Split Dollar Agreements and
Endorsements for James M. Gasior, President and Chief Executive Officer and Timothy Carney, Executive Vice President and Chief Operating Officer. The salary continuation
plans for Mr. Gasior and Mr. Carney were amended in June 2010. The Bank previously purchased insurance on the lives of the
executives who are parties to the amended salary continuation agreements and entered into split
dollar agreements with them, promising to share a portion of the life insurance death benefits with
the executives designated beneficiaries if the executive died while working for the Bank. The Bank
purchased the split dollar life insurance policies as informal financing for the Banks payment
obligations under the salary continuation agreements. As a result of the amendments to the salary
continuation benefit, it is necessary to update the death benefit provisions of the split dollar
agreements. Accordingly, Fourth Amended Split Dollar Agreements and Endorsements where the split
dollar benefit and the benefit under the salary continuation benefit now coincide for each of the
above-named officers were approved effective April 19, 2011.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits.
INDEX TO EXHIBITS
*10.13 | Directors Retirement Agreement entered into by Cortland Bancorp as
of April 19, 2011, with Director Joseph E. Koch
|
8-K 10.13 04/22/11 | ||
*10.14 | Split Dollar Agreement and Endorsement entered into by Cortland
Bancorp as of April 19, 2011, with Director Joseph E. Koch
|
8-K 10.14 04/22/11 | ||
*10.24 | Fourth Amended Split Dollar Agreement and Endorsement between The
Cortland Savings and Banking Company and Timothy Carney, dated as
of April 19. 2011
|
8-K 10.24 04/22/11 | ||
*10.26 | Fourth Amended Split Dollar Agreement and Endorsement between The
Cortland Savings and Banking Company and James M. Gasior, dated as of
April 19, 2011.
|
8-K 10.26 04/22/11 |
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.
Cortland Bancorp |
||||
Date: April 22, 2011 | /s/ James M. Gasior | |||
James M. Gasior | ||||
President and Chief Executive Officer |