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): December 5, 2006
CITY NATIONAL BANCSHARES CORPORATION
(Exact name of registrant as specified in charter)
State of New Jersey 0-11535 22-2434751
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
900 Broad Street, Newark, New Jersey 07102
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (973) 624-0865
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 1.01. Entry into a Material Definitive Agreement.
On December 2, 2006, City National Bancshares Corporation (the "Corporation")
and City National Bank of New Jersey (the "Bank") revised, amended and extended
the employment agreement of Louis E. Prezeau to serve as the President and Chief
Executive Officer of both entities. The agreement is for a term of three years,
effective as of May 26, 2006.
Under the agreement, Mr. Prezeau is to receive an annual salary of at least
$268,000, subject to increases in the second and third year of the agreement at
the discretion of the Board. Additionally, Mr. Prezeau is to receive an annual
performance bonus equal to:
o 10% of the amount of earnings, as defined, of the Corporation for
each year that exceed 10% but are less than 15% of the amount of the
Corporation's common stockholders' equity, plus;
o 20% of the amount of earnings, as defined, of the Corporation for
such year that exceed 15% of the amount of the Corporation's common
stockholders' equity.
The performance bonus shall be paid in cash or common stock of the Corporation,
at the election of Mr. Prezeau, subject to certain limitations set forth in the
agreement.
Under the agreement, Mr. Prezeau may be granted an option to purchase an
undetermined amount of the Corporation's common stock at a price to be
determined at the time the option is granted. If the Corporation and the Bank do
not offer to renew the agreement upon its termination under terms satisfactory
to Mr. Prezeau, or if the Corporation or the Bank terminates Mr. Prezeau's
employment without cause (as defined), then Mr. Prezeau shall receive a lump sum
amount equal to his then current base salary and a limited continuation of his
life and health insurance coverage. If Mr. Prezeau terminates his employment due
to a change in control of the Corporation (as defined), or if the Bank or the
Corporation fail to comply with their obligations under the agreement or upon
the failure of the stockholders of the Corporation to elect Mr. Prezeau as a
director, Mr. Prezeau shall be entitled to receive an amount equal to two (2)
times his base salary plus an amount equal to his most recently earned
performance bonus. Mr. Prezeau is also entitled to fringe, medical, health and
life insurance benefits (including life insurance for an amount of up to three
times his base salary then in effect), the use of an automobile, and
reimbursement for expenses. Subject to certain exceptions, Mr. Prezeau's life
and health coverage, or substantially similar coverage, will continue for a
period of two (2) years after termination of the agreement.
For a period of one (1) year after the termination of the agreement, Mr. Prezeau
is prohibited from competing with the Bank or the Corporation, subject to
certain exceptions, within a 60 mile radius of the Bank's main office or within
a five (5) mile radius of any branch of the Bank existing as of the date of such
termination. At all times while Mr. Prezeau is employed by the Bank and the
Corporation, he is subject to certain confidentiality covenants.
The foregoing summary of the above described employment agreement is not
intended to be complete, and is qualified in its entirety by reference to the
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employment agreement which is attached to this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated by reference into this Item 1.01.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
------ -----------
10.1 Employment Agreement, dated as of May 26, 2006, by and among
City National Bancshares Corporation, City National Bank of
New Jersey and Louis E. Prezeau
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.
CITY NATIONAL BANCSHARES CORPORATION
Date: December 4, 2006 By: /s/ Edward R. Wright
------------------------------------------
Edward R. Wright Senior
Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
- ------ -----------
10.1 Employment Agreement, dated as of May 26, 2006, by and among
City National Bancshares Corporation, City National Bank of
New Jersey and Louis E. Prezeau
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