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): January 28, 2008
BEN FRANKLIN FINANCIAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Federal 000-52240 20-5838969
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
830 East Kensington Road, Arlington Heights, Illinois 60004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 398-0990
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14 North Dryden Place, Arlington Heights, Illinois 60004
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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 (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.
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(e) On January 28, 2008, Ben Franklin Bank of Illinois, the wholly owned
subsidiary of Ben Franklin Financial, Inc. entered into similar employment
agreements with its President and Chief Executive Officer, C. Steven Sjogren,
its Vice President and Chief Financial Officer, Glen A. Miller and its Senior
Vice President and Chief Lending Officer, Robin L. Jenkins. The agreements were
amended and restated in order to conform the agreements to changes in the tax
laws under Internal Revenue Code Section 409A. Each of these agreements has a
term of up to three years, except for Mr. Jenkins' agreement, which has a term
of one year. On March 1st of each year, each agreement will be renewed for an
additional year so that the remaining term will be three years (one year for Mr.
Jenkins), subject to termination as provided in the agreements. In addition to
base salary, each agreement provides for, among other things, participation in
bonus programs and other employee pension benefit and fringe benefit plans
applicable to executive employees. Each agreement also contains a
non-competition provision. The executive's employment may be terminated for
cause at any time, in which event the executive would have no right to receive
compensation or other benefits for any period after termination.
Certain events resulting in the executive's termination or resignation
entitle the executive to payments of severance benefits following termination of
employment. In the event the executive's employment is terminated for reasons
other than for cause, disability or retirement, or in the event the executive
resigns during the term of the agreement for specified circumstances as stated
in the agreement, the executive would then be entitled to a severance payment in
the form of a cash lump sum equal to (a) the remaining base salary and bonus
that the executive would have earned under the agreement if the executive had
continued employment through the end of the term of the agreement and had earned
the maximum bonus or incentive award in each calendar year that ends during the
remaining term of the agreement, plus (b) the value of the amount that would
have been contributed to any employee benefit plan for the benefit of the
executive during the remaining period of the agreement.
In the event of a change in control of Ben Franklin Bank of Illinois or Ben
Franklin Financial, Inc., as defined in the agreements, for the purposes of
calculating benefits under the above agreements, the remaining term of the
agreements should be deemed to be three years except in the case of Mr. Jenkins
which would be one year. Notwithstanding the above, any severance payments
(including payments made in the event of a change in control) to which executive
would be entitled, to the extent necessary to comply with Office of Thrift
Supervision regulations, will not exceed three times his average annual
compensation over the most recent five taxable years. In addition, in the event
payments to the executive include an "excess parachute payment" as defined in
Section 280G of the Internal Revenue Code, payments under the employment
agreements with Ben Franklin Bank of Illinois would be reduced in order to avoid
this result.
Copies of the Employment Agreements are attached as Exhibits 10.1, 10.2 and
10.3 to this report.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits.
Exhibit No. Description
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10.1 Employment Agreement of C. Steven Sjogren
10.2 Employment Agreement of Glen A. Miller
10.3 Employment Agreement of Robin L. Jenkins
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.
BEN FRANKLIN FINANCIAL, INC.
DATE: January 28, 2008 By: /s/ C. Steven Sjogren
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C. Steven Sjogren
President and Chief Executive
Officer