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): October 31, 2008
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 CERTAIN OFFICERS; ELECTION OF DIRECTORS;
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APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
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CERTAIN OFFICERS.
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On October 31, 2008, Fox Chase Bancorp, Inc. (the "Company") and Fox
Chase Bank (the "Bank") entered into a three-year employment agreement with
Roger S. Deacon, Executive Vice President and Chief Financial Officer. The term
of the employment agreement may be renewed on an annual basis after review by
the respective Compensation Committees of the Boards of Directors. The
employment agreement establishes an initial base salary of $179,040. In
addition to base salary, the employment agreement provides for, among other
things, participation in employee benefit plans, stock-based benefits, incentive
compensation, bonuses and fringe benefits.
The employment agreement also provides a disability benefit equal to
two-thirds of Mr. Deacon's monthly rate of base salary as of his termination
date. Disability payments are reduced by any disability benefits paid under any
policy or program maintained by the Bank. Mr. Deacon will cease to receive
disability payments upon the earlier of: (1) the date he returns to full-time
employment; (2) his death; or (3) his attainment of age 65.
The employment agreement provides that the Bank and the Company may
terminate Mr. Deacon's employment for cause, as described in the employment
agreements, at any time. If the Bank or the Company terminates Mr. Deacon's
employment for reasons other than for cause or if he resigns from the Bank or
the Company after specified circumstances set forth in the agreements that would
constitute constructive termination, Mr. Deacon or, if he dies, his beneficiary,
would be entitled to receive his base salary and the value of all benefits he
would have received during the remaining term of the agreement under any
retirement program (tax-qualified or non-qualified) in which Mr. Deacon
participated before his termination of employment. In addition, Mr. Deacon will
continue to participate in any benefit plans of the Company or the Bank that
provide health (including medical and dental) or life insurance coverage for the
remaining term of this agreement. In connection with such termination, the
employment agreement provides non-competition and non-solicitation provisions
for a one year period from the date of termination.
Following a change in control of the Bank or the Company, under the
terms of the employment agreement, if Mr. Deacon voluntarily terminates (upon
circumstances discussed in the agreement) or involuntarily terminates
employment, Mr. Deacon or, if he dies, his beneficiary, would be entitled to
receive a severance payment equal to the greater of: (1) the payments and
benefits due for the remaining term of the agreement or (2) three times his
average base salary for the three preceding taxable years or three times his
base salary for the most recent taxable year (or portion of the taxable year).
The Company and the Bank would also continue to pay or provide for life, medical
and dental coverage Mr. Deacon and his dependents for 36 months following his
termination of 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. The employment agreement limits payments made to Mr. Deacon in
connection with a change in control to amounts that will not exceed the limits
imposed by Section 280G.
In connection with entering into the employment agreement, the two-year
change in control agreement that Mr. Deacon entered into with the Bank on July
6, 2007 was terminated. Under the change in control agreement, following a
change in control (as defined in the agreement), if Mr. Deacon's employment with
the Bank was involuntarily terminated for reasons other than for cause, or if
Mr. Deacon voluntarily resigned from the Bank upon the occurrence of
circumstances specified in the agreement, Mr. Deacon would have received a
severance payment under the agreement equal to twenty-four months base salary
plus incentive compensation.
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: November 5, 2008 By: /s/ Jerry D. Holbrook
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Jerry D. Holbrook
Executive Vice President and Chief
Operating Officer