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): APRIL 19, 2006
UNITED BANCORP, INC.
(Exact name of registrant as specified in its charter)
OHIO 0-16540 34-1405357
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
201 SOUTH 4TH STREET, MARTINS FERRY, OHIO 43935-0010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (740) 633-0445
________________________________________________________________________________
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 19, 2006 United Bancorp, Inc. (the "Company") entered into agreements
providing for severance pay in connection with termination of employment without
cause following a change in control of the Company. The agreements replace
similar agreements in place for such officers and reflect changes necessary to
comply with Section 409A of the Internal Revenue Code.
The agreements are identical with respect to each of the executive officers of
the Company except with regard to the amount of the benefit payable under the
respective agreements. A draft of the agreement executed by each such officer is
attached hereto as Exhibit 10.
In the event of termination of employment, without cause, following a change in
control, the executive is entitled to severance pay equal to a multiple of his
or her then current base salary and cash bonus for the prior year
("Compensation").
Name of Officer Multiple of Compensation
- --------------- ------------------------
James W. Everson, Chairman, President & CEO 2.99
Randall M. Greenwood, Senior Vice President, CFO and Treasurer 2.0
Scott A. Everson, Senior Vice President & Chief Operating Officer 2.0
James A. Lodes, Vice President, Chief Lending Officer 1.0
Michael A. Lloyd, Vice President Information Systems 1.0
Norman F. Assenza, Jr., Vice President - Operations and Secretary 1.0
On April 19, 2006, the Company also amended its Director Deferred Compensation
Plan to bring the plan into documentary compliance with Section 409A of the
Internal Revenue Code and to expand the plan to permit participation by senior
officers of the Corporation. Directors may defer their cash director fees into
the plan. Senior officers who are named as eligible participants by the
Company's board of directors may elect to defer a portion of their annual cash
bonus into the plan. All plan assets are invested in shares of the Company's
common stock.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibit is filed with this Current Report on Form 8-K:
Number Exhibit
- ------ -------
10.1 Form of Special Severance Agreement
10.2 United Bancorp, Inc. and United Bancorp, Inc. Affiliate Banks Directors
and Officers Deferred Compensation Plan, as amended.
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 hereunto authorized.
Dated: April 24, 2006
/s/ Randall M. Greenwood
----------------------------------------
Randall M. Greenwood
Senior Vice President and CFO
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
10.1 Form of Special Severance Agreement
10.2 United Bancorp, Inc. and United Bancorp, Inc. Affiliate Banks
Directors and officers Deferred Compensation Plan, as amended.