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 20, 2008
-----------------
FIRST LITCHFIELD FINANCIAL CORPORATION
--------------------------------------
(Exact name of Registrant as Specified in Charter)
Delaware 0-28815 06-1241321
-------- ------- ----------
State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
13 North Street, Litchfield, Connecticut 06759
----------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860) 567-8752
--------------
N/A
---
(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 (see General Instruction A.2. below):
[_] 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;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On November 20, 2008, the Board of Directors of The First National
Bank of Litchfield (the "Bank"), the wholly-owned banking subsidiary of First
Litchfield Financial Corporation (the "Corporation"), approved the following
agreements with certain Named Executive Officers and the directors of the
Corporation and the Bank.
First Amended and Restated Executive Incentive Retirement Agreements
with Joseph J. Greco, President and Chief Executive Officer, Frederick F. Judd
III, Senior Vice President and Senior Trust and Wealth Management Officer, and
Carroll A. Pereira, Treasurer of the Corporation and Senior Vice President and
Chief Financial Officer of the Bank. The purpose of the Amended Executive
Incentive Retirement Agreements is bring the Executive Incentive Retirement
Agreements dated as of December 19, 2002, April 28, 2006 and November 30, 2000,
respectively, into compliance with the provisions of Section 409A of the
Internal Revenue Code.
The Amended Executive Incentive Retirement Agreements provide for the
award of deferred bonuses of from 4.6% to 16.1% of the Named Executive Officer's
base salary if the Bank's earnings growth is at least 5% and its return on
equity is at least 11%; the formula for such awards may be revised by the Board
of Directors. Amounts are awarded after the end of each fiscal year.
Tax-deferred earnings on such awards accrue annually at a rate equivalent to the
rate of appreciation in the Company's stock price in the preceding year, with a
guaranteed minimum of 4% and a maximum of 15%. Such awards are immediately
vested with respect to 20% of the award and an additional 20% vests for each
additional year of service and the award is 100% vested upon a change in
control, upon termination due to disability, at normal retirement of 65 or
retirement at age 55 with 20 years of service. If the Named Executive Officer
dies while serving as an Executive Officer of the Bank, the amount payable to
the participant's beneficiary is equivalent to the participant's projected
retirement benefit (as defined in the Executive Incentive Agreements). Upon
retirement, the Named Executive Officer's total deferred compensation, including
earnings thereon, may be paid out in one lump sum, or paid in equal annual
installments over fifteen (15) years, during which payout period earnings
continue to accrue at the rate in effect at the date of retirement; in the case
of early retirement, the Named Executive Officer may elect to defer commencement
of the payment of benefits, during which period earnings continue to accrue at
the rate in effect at the date of early retirement.
A copy of the form of Amended Executive Incentive Retirement
Agreements is attached as Exhibit 10.1.
First Amended and Restated Director Incentive Retirement Agreements
with Perley H. Grimes, Jr., George M. Madsen, Alan B. Magary, Gregory S.
Oneglia, Charles E. Orr, William J. Sweetman, H. Ray Underwood, Jr. and Patricia
D. Werner, directors of the Corporation and the Bank. The purpose of the Amended
Executive Director Retirement Agreements is to bring the Director Incentive
Retirement Agreements previously entered at various dates into compliance with
the provisions of Section 409A of the Internal Revenue Code.
The Amended Executive Director Retirement Agreements award a director
with the right to earn and defer the receipt of a bonus in an amount or
percentage ranging from 14.5% to 50% of the director's retainer, meeting fees
and committee fees, depending on the return on equity and earnings growth in the
2
preceding year, provided that there is no award if the return on equity in the
preceding year is less than 11% and earnings growth in the preceding year is
less than 5%. Earnings accrue annually on such amounts at a rate equivalent to
the appreciation in the Company's stock price in the preceding year, with a
guaranteed minimum of 4% and a maximum of 15%. All amounts in the Director
Incentive Agreements are immediately vested with respect to 20% of the award and
an additional 20% is vested for each additional year of service, with 100%
vesting upon a change in control, at normal retirement at age 72, regardless of
years of service, or retirement prior to age 72 with at least ten years of
service. If the director becomes disabled prior to retirement, the director will
receive the entire balance in their deferral account at termination of
employment. Upon retirement, the director's total deferred compensation,
including earnings thereon, may be paid out in one lump sum, or paid in equal
annual installments over ten (10) years, during which payout period earnings
continue to accrue as stated above.
A copy of the form of Amended Director Incentive Retirement Agreements
is attached as Exhibit 10.2.
First Amended and Restated Supplemental Executive Retirement Agreements
with Joseph J. Greco, President and Chief Executive Officer of the Corporation
and the Bank and Carroll A. Pereira, Treasurer of the Corporation and Senior
Vice President and Chief Financial Officer of the Bank. The purpose of the
Amended Supplemental Executive Retirement Agreement is to bring the Supplemental
Executive Retirement Agreement dated as of January 1, 2006 into compliance with
the provisions of Section 409A of the Internal Revenue Code.
The Amended Supplemental Executive Retirement Agreement provide for
payments upon retirement to these individuals ranging from 10% to 25% of the
three-year average of the Executive Officer's compensation prior to retirement
for the life expectancy of the Executive Officer at the retirement date.
A copy of the form of Amended Supplemental Executive Retirement
Agreement is attached as Exhibit 10.3.
Section 9. Financial Statements and Exhibits
---------------------------------
Item 9.01 Financial Statements and Exhibits.
---------------------------------
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
--- --------
Exhibit 10.1. Form of First Amended and Restated Executive
Incentive Retirement Agreements.
Exhibit 10.2. Form of First Amended and Restated Director
Incentive Retirement Agreements.
Exhibit 10.3. Form of First Amended and Restated Supplemental
Executive Retirement Agreement.
3
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 hereto duly authorized.
FIRST LITCHFIELD FINANCIAL CORPORATION
By /s/ JOSEPH J. GRECO
Joseph J. Greco
President and Chief Executive Officer
Dated: November 24, 2008
4