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): September 16, 2008
CHEVIOT FINANCIAL CORP.
-------------------------
(Exact Name of Registrant as Specified in Charter)
Federal 0-50529 56-2423750
----------------------------- --------------------- ------------------
(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
3723 Glenmore Avenue, Cheviot, Ohio 45211
------------------------------------ ------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (513) 661-0457
--------------
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Amended and Restated Employment Agreement. On September 16, 2008, the Board
of Directors (the "Board") of Cheviot Savings Bank (the "Bank"), a
wholly-owned subsidiary of Cheviot Financial Corp., adopted and the Bank
entered into an amended and restated employment agreement with Thomas J.
Linneman, the President and Chief Executive Officer of the Bank (the
"Employment Agreement"). The Employment Agreement supersedes and replaces
the employment agreement previously entered into with Mr. Linneman. The
Employment Agreement was amended and restated to comply with Section 409A
of the Internal Revenue Code of 1986, as amended (the "Code"), and the
final regulations issued thereunder. Under the revised Employment
Agreement, upon termination of employment, Mr. Linneman will be paid a
single cash lump sum payment equal to the benefits under any tax-qualified
or non-qualified plan that Mr. Linneman would have received if he had
continued to remain employed with the Bank for the remaining term of the
Employment Agreement. All other terms of the Employment Agreement are
materially consistent with the previously disclosed terms of the prior
employment agreement entered into with the Mr. Linneman. The foregoing
description of the Amended and Restated Employment Agreement is qualified
in its entirety by reference to the Employment Agreement that is attached
hereto as Exhibit 10.1 of this Current Report, and is incorporated by
reference into this Item 5.02.
Amended and Restated Change in Control Agreements. On September 16, 2008,
the Board adopted and the Bank entered into an amended and restated change
in control agreement with each of Kevin Kappa, the Vice President of
Compliance of the Bank and Jeffrey Lenzer, the Vice President of Operations
of the Bank (collectively, the "Agreements"). The Agreements supersede and
replace the change in control agreements previously entered into with
Messrs. Kappa and Lenzer. The Agreements were amended and restated to
comply with Code Section 409A and the final regulations issued thereunder.
Under the revised Agreements, the executives will no longer be entitled to
elect the manner in which their severance payments will be paid at the time
payments are due, and as a result their severance payments will be paid in
a single cash lump sum distribution within 30 days following their
termination of employment in connection with or subsequent to a change in
control. All other terms of the Agreements are materially consistent with
the previously disclosed terms of the prior change in control agreements
entered into with Messrs. Kappa and Lenzer. The foregoing descriptions of
the Agreements are qualified in their entirety by reference to the
Agreements attached hereto as Exhibit 10.2 and Exhibit 10.3 of this Current
Report, and are incorporated by reference into this Item 5.02.
2
Change in Control Agreement. On September 16, 2008, the Board adopted and
the Bank entered into a change in control agreement with Scott T. Smith, the
Chief Financial Officer of the Bank (the "Change in Control Agreement'"). The
Change in Control Agreement contains the same terms as the Agreements, as
described above, and is qualified in its entirety by reference to the Change in
Control Agreement attached hereto as Exhibit 10.4 of this Current Report, and is
incorporated by reference into this Item 5.02.
Amended and Restated Director Deferred Compensation Plan. On September 16,
2008, the Bank adopted the amended and restated directors deferred compensation
plan (the "Plan"). The Plan supersedes and replaces the director deferred
compensation plan previously adopted on March 16, 2004. The Plan was amended and
restated to comply with Code Section 409A and the final regulations issued
thereunder. The terms of the Plan are materially consistent with the previously
disclosed terms of the plan that was previously adopted by the Bank. The
foregoing description of the Plan is qualified in its entirety by reference to
the Plan attached hereto as Exhibit 10.5 of this Current Report, and is
incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Shell company transactions: None
(d) Exhibits:
Exhibit Number Description
------------- -----------
Exhibit 10.1 Amended and Restated Employment Agreement for
Thomas J. Linneman
Exhibit 10.2 Amended and Restated Change in Control Agreement
for Kevin Kappa
Exhibit 10.3 Amended and Restated Change in Control Agreement
for Jeffrey Lenzer
Exhibit 10.4 Change in Control Agreement for Scott Smith
Exhibit 10.5 Amended and Restated Directors Deferred Compensation
Plan
3
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.
CHEVIOT FINANCIAL CORP.
Date: September 16, 2008 By: /s/ Scott T. Smith
------------------ ----------------------------------
Scott T. Smith
Chief Financial Officer
(Duly Authorized Representative)
4