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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): August 1, 2009
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))
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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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(c) On August 1, 2009, Fox Chase Bancorp, Inc. (the "Company") and Fox
Chase Bank (the "Bank") entered into a three-year employment agreement with
Michael Fitzgerald, Executive Vice President and Senior Lending Officer. The
term of the employment agreement may be renewed for an additional year 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 $175,000. 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. Fitzgerald'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. Fitzgerald 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. Fitzgerald's employment for cause, as described in the employment
agreements, at any time. If the Bank or the Company terminates Mr. Fitzgerald'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. Fitzgerald 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. Fitzgerald
participated before his termination of employment. In addition, Mr. Fitzgerald
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. Fitzgerald voluntarily terminates (upon
circumstances discussed in the agreement) or involuntarily terminates
employment, Mr. Fitzgerald 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. Fitzgerald 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
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employment agreement limits payments made to Mr. Fitzgerald in connection with a
change in control to amounts that will not exceed the limits imposed by Section
280G.
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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: August 3, 2009 By: /s/ Jerry D. Holbrook
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Jerry D. Holbrook
Executive Vice President and Chief
Operating Officer