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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 27, 2006
BCSB BANKCORP, INC.
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(Exact Name Of Registrant As Specified In Charter)
UNITED STATES 0-24589 52-2108333
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(State Or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
4111 E. JOPPA ROAD, SUITE 300, BALTIMORE, MARYLAND 21236
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(Address Of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 256-5000
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NOT APPLICABLE
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(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:
[ ] 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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
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APPOINTMENT OF PRINCIPAL OFFICERS.
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(b) David M. Meadows, who until November 27, 2006 was serving as
President and Chief Executive Officer of BCSB Bankcorp, Inc. (the "Company") and
its wholly owned subsidiary, Baltimore County Savings Bank, FSB (the "Bank") on
an interim basis, relinquished those positions and has been appointed as
Executive Vice President and General Counsel of the Company and the Bank
effective with the appointment of Joseph J. Bouffard as President and Chief
Executive Officer of the Company and the Bank on November 27, 2006 as described
below.
(c) On November 27, 2006, Joseph J. Bouffard commenced employment
as the President and Chief Executive Officer of the Company and the Bank. On
that date, Mr. Bouffard also was named as President and Chief Executive Officer
of Baltimore County Savings Bank, M.H.C. (the "MHC").
Joseph J. Bouffard, age 57, served as President and Chief Executive
Officer of Patapsco Bancorp, Inc. and The Patapsco Bank until October 30, 2006.
He joined The Patapsco Bank's predecessor, Patapsco Federal Savings and Loan
Association (the "Association"), in April 1995 as its President and Chief
Executive Officer and became President and Chief Executive Officer of Patapsco
Bancorp, Inc. upon the formation of that company in 1996. Previously, Mr.
Bouffard was Senior Vice President of The Bank of Baltimore, and its successor,
First Fidelity Bank. Prior to that, he was President of Municipal Savings Bank,
FSB in Towson, Maryland. He is a current Board member of the Maryland Financial
Bank and a former Board member of the Dundalk Community College Foundation and
the Maryland Bankers Association. He is also a former chairman of the Board of
Governors of the Maryland Mortgage Bankers Association, Treasurer of the
Neighborhood Housing Services of Baltimore and a charter member and Treasurer of
the Towson Towne Rotary Club.
On November 27, 2006, the Bank executed an employment agreement with
Joseph J. Bouffard under which he will serve as President and Chief Executive
Officer of the Bank. The employment agreement provides for a three-year term,
subject to annual renewal by the board of directors for an additional year
beyond the then-current expiration date. The material terms of the employment
agreement also include that:
o Mr. Bouffard will receive a base salary of $200,000 per year, subject
to annual review by the Board of Directors;
o Mr. Bouffard will be eligible to receive bonuses or other incentive
compensation at the discretion of the Board of Directors;
o Upon approval by the Board of Directors of the Company, Mr. Bouffard
will receive a restricted stock award covering 5,000 shares of Company
common stock, vesting in installments of 1,000 shares on the first
anniversary of the grant date and continuing each anniversary
thereafter until fully vested. Mr. Bouffard also will receive 20,000
stock options, vesting in installments of 4,000 shares on the first
anniversary of the grant date
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and continuing each anniversary thereafter until fully vested. The
stock options will remain exercisable for a period of ten years from
the grant date and will have an exercise price equal to the fair market
value of the Company's common stock on the grant date. Restricted stock
awards and stock options will vest immediately upon a change in
control.
o Mr. Bouffard will be able to participate in any life insurance, medical
insurance, dental insurance, pension, profit sharing, retirement,
supplemental retirement and other benefit programs and arrangements
that the Bank may sponsor or maintain for the benefit of senior
management employees and its employees generally;
o Mr. Bouffard will receive an automobile allowance and will be eligible
for certain other fringe benefits described in the employment
agreement;
o Upon involuntary termination of employment or voluntary termination
under circumstances that constitute constructive termination, Mr.
Bouffard will receive a lump sum salary continuation benefit equal to
12 months' base salary if the termination date is in the first 12
months of employment, 24 months' base salary if the termination date is
after 12 through 24 months of employment or 36 months' base salary if
the termination date is after 24 months of employment;
o In the event of termination due to disability, the agreement provides
that Mr. Bouffard will be entitled to the compensation and benefits
provided for under the agreement for (i) any period during the term of
the agreement and prior to the establishment of Mr. Bouffard's
disability during which he is unable to work due to such disability, or
(ii) any period of disability prior to Mr. Bouffard's termination of
employment due to disability; provided, however, that any benefits paid
pursuant to the Bank's long-term disability plan will continue as
provided in such plan;
o The Bank may terminate Mr. Bouffard's employment for cause, in which
case Mr. Bouffard would have no right to receive compensation or other
benefits for any period after termination, except for already vested
benefits; and
o If, within one year after a change in control of the Company, the Bank
terminates Mr. Bouffard's employment without cause or Mr. Bouffard
voluntarily terminates his employment, he will be entitled to receive a
lump sum payment equal to three times his then-current annual base
salary plus continued participation for up to three years in any
benefit plans of the Bank that provide medical, dental and life
insurance coverage upon terms no less favorable than the most favorable
terms provided to senior executives. If such payments and benefits,
either alone or together with other payments and benefits Mr. Bouffard
has the right to receive from the Bank, would constitute a "parachute
payment" under Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), such payments and benefits will be reduced or
revised by the amount, if any, which is the minimum necessary to result
in no portion of such payments and benefits being non-deductible to the
Bank pursuant to Section 280G of the Code and subject to the excise tax
imposed under Section 4999 of the Code.
(d) Effective November 27, 2006, Mr. Joseph J. Bouffard was elected to
the Boards of Directors of the Company, the Bank and the MHC.
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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.
BCSB BANKCORP, INC.
Date: November 29, 2006 By: /s/ David M. Meadows
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David M. Meadows
Executive President and Secretary