Current Report Filing (8-k)
February 27 2020 - 5:49PM
Edgar (US Regulatory)
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): February 24, 2020
BCB BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Registrant’s telephone number, including area code: (201) 823-0700
Not Applicable
(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):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On February 24, 2020, BCB Community Bank (the “Bank”), the wholly owned subsidiary of BCB Bancorp, Inc. (the “Company”), entered into
employment agreements with each of Thomas M. Coughlin, Chief Executive Officer and President of the Bank, and Michael Lesler, Chief Operating Officer and Executive Vice President of the Bank. Mr. Coughlin’s agreement was made retroactively effective
as of January 1, 2020, for an initial three-year term ending on December 31, 2022. The agreement will automatically renew for an additional three years unless the Bank provides written notice of termination of the agreement no less than ninety days
prior to the expiration of the term or until such time as either party terminates the agreement. Mr. Lesler’s agreement was made retroactively effective as of January 1, 2020, for an initial two-year term ending on December 31, 2021. The agreement
will automatically renew for an additional two years unless the Bank provides written notice of termination of the agreement no less than ninety days prior to the expiration of the term or until such time as either party terminates the agreement.
The agreements provide Mr. Coughlin with an annual base salary of $585,000, and Mr. Lesler with an annual base salary of $331,000. The
executives will also be entitled to discretionary performance bonuses of up to 50% of their base salaries and other incentive compensation and bonus plans or arrangements of the Bank. In addition, the executives are entitled to participate in the
employee benefit plans offered by the Bank and will be reimbursed for business expenses incurred. The Bank will also provide the executives with life, medical, dental and disability coverage.
In the event of involuntary termination of employment for reasons other than cause, disability or death, the executives will each
receive cash lump sum payments equal to their base salaries through the remaining terms of the agreements. In addition, the executives will receive continued life insurance coverage and non-taxable medical and dental insurance coverage under the
same terms and conditions immediately prior to the executive’s termination that will cease upon the earlier of (A) the later of one (1) calendar year or the end of the term of the agreement; (B) the date on which substantially comparable coverage is
made available to them through subsequent employment; or (C) the date the executive becomes eligible for Medicare coverage.
Upon the occurrence of a change in control of the Company or the Bank, Mr. Coughlin will receive a lump sum payment equal to 2.9 times
(2.9x) his annual base salary at the time of a change in control. Upon the occurrence of a change in control of the Company or the Bank, Mr. Lesler will receive a lump sum payment equal to 2.0 times (2x) his annual base salary at the time of a
change in control. These payments will be paid within thirty days following the date of the change in control in lieu of the cash severance payments described above. However, the change in control payments would be reduced to the extent necessary to
avoid penalties under Section 280G of the Internal Revenue Code.
The foregoing description is qualified in its entirety by reference to the agreements attached hereto as Exhibits 10.1 and 10.2 and are
incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and
Exhibits.
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.
BCB Bancorp (NASDAQ:BCBP)
Historical Stock Chart
From Aug 2024 to Sep 2024
BCB Bancorp (NASDAQ:BCBP)
Historical Stock Chart
From Sep 2023 to Sep 2024