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): June 29, 2007
FOX CHASE BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
United States 1-32971 33-1145559
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
4390 DAVISVILLE ROAD, HATBORO, PENNSYLVANIA 19040
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(Address of principal executive offices) (Zip Code)
(215) 682-7400
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(Registrant's telephone number, including area code)
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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
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APPOINTMENT OF PRINCIPAL OFFICERS.
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On June 29, 2007, Roger S. Deacon joined Fox Chase Bancorp, Inc. (the
"Company") and Fox Chase Bank (the "Bank"), the Company's wholly-owned
subsidiary, as Executive Vice President and Chief Accounting Officer. Prior to
joining the Company and the Bank, Mr. Deacon, age 44, had served as the Chief
Financial Officer of NOVA Financial Holdings, Inc., a privately held bank
holding company, since October 2005. From January 2001 to September 2005, Mr.
Deacon was the Chief Financial Officer of I4 Commerce, a privately held company.
On July 6, 2007, in connection with Mr. Deacon's appointment as
Executive Vice President and Chief Accounting Officer of the Bank, Mr. Deacon
entered into a two-year change in control agreement with the Bank. The term of
the agreement may be renewed by the Bank's Board of Directors on an annual basis
and all payments under the agreement are guaranteed by the Company. Following a
change in control (as defined in the agreement), if Mr. Deacon's employment with
the Bank is involuntarily terminated for reasons other than for cause, or if Mr.
Deacon voluntarily resigns from the Bank upon the occurrence of circumstances
specified in the agreement, Mr. Deacon will receive a severance payment under
the agreement equal to twenty-four months base salary plus incentive
compensation. In addition to his cash severance payment, Mr. Deacon's health,
dental and life insurance coverage will be continued for twenty-four months
following the termination of his employment.
Section 280G of the Internal Revenue Code provides that severance
payments that equal or exceed three times an individual's base amount are deemed
to be "excess parachute payments" if they are contingent upon a change in
control. Individuals receiving excess parachute payments are subject to a 20%
excise tax on the amount of the payment in excess of the base amount, and the
employer may not deduct such amount for federal tax purposes. Mr. Deacon's
change in control agreement limits payments made to Mr. Deacon in connection
with a change in control to an amount that will not exceed the limits imposed by
Section 280G of the Internal Revenue Code.
The change in control agreement also provides that Mr. Deacon is
prohibited from competing with the Bank or the Company for one year following
the termination of his employment.
SIGNATURE
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 thereunto duly authorized.
Date: July 6, 2007 By: /s/ Jerry D. Holbrook
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Jerry D. Holbrook
Executive Vice President and Chief
Financial Officer