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):  July 9, 2015

CHEVIOT FINANCIAL CORP.
(Exact Name of Registrant as Specified in Charter)


Maryland
001-35399
90-0789920
(State or Other Jurisdiction)
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)

3723 Glenmore Avenue, Cheviot, Ohio
45211
(Address of Principal Executive Offices)
(Zip Code)
 

Registrant's telephone number, including area code:                                     (513) 661-0457


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):

[  ]
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.

(e)           On July 9, 2015, Cheviot Savings Bank (the “Bank”), a wholly owned subsidiary of Cheviot Financial Corp. (the “Company”), amended the Bank’s employment agreement with Mark T.  Reitzes, President and Chief Executive Officer of the Company and the Bank, to provide Mr. Reitzes with two years of group health, dental and vision insurance in the event Mr. Reitzes’ employment is terminated following a change in control of the Bank.
 
 
A copy of the amendment to the employment agreement is filed as Exhibit 10.1 and the foregoing description of the amendment to the employment agreement does not purport to be complete and it is qualified in its entirety by reference to the copy of the form of such amendment to the employment agreement that is included as Exhibit 10.1 to this Current Report and incorporated by reference into this Item 5.02.
 
Item 9.01.                      Financial Statements and Exhibits

(d)
 
Exhibits.
     

 
Exhibit No.
 
Description
       
 
10.1
 
Amendment to Employment Agreement between Cheviot Savings Bank and Mark Reitzes dated July 9, 2015
 
 
 

 
 

 

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.

 
CHEVIOT FINANCIAL CORP.
   
   
   
DATE: July 10, 2015
By:           /s/ Scott T. Smith
 
    Scott T. Smith
 
Senior Vice President, Chief Financial Officer and Treasurer
 







 
 



AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (“Amendment”) is made and entered into this 9th day of July, 2015 (“the Effective Date”), by and between Cheviot Savings Bank, an Ohio-chartered stock savings and loan association (“the Bank”), and Mark Reitzes (“the Executive”).  This Amendment amends the Employment Agreement (“Agreement”) entered into on April 23, 2015 between the Executive and the Bank.  Any reference to the “Company” shall mean Cheviot Financial Corp., the holding company of the Bank.  The Company is a signatory to this Amendment for the purpose of guaranteeing the Bank’s performance hereunder.

AMENDMENT

The following section of the Agreement is hereby amended as follows:

PREVIOUS LANGUAGE:

10.2           Benefits Upon Termination Following a Change in Control.  If within eighteen (18) months following the occurrence of a Change in Control this Agreement is (i) terminated by the Bank without cause pursuant to subsection 9.2 of this Agreement, or (ii) terminated by the Executive for Good Reason, as that term is defined in subsection 10.1 of this Agreement, then the Bank shall pay Employee a cash severance amount equal to two (2) times the Executive's Base Salary then in effect as of the date of such termination.  Said payment will be made to the Executive in a lump sum cash payment within thirty (30) days of the date of such termination, and shall be reduced by any withholdings required by law or other withholdings authorized by Employee.  In addition, any stock options to which the Executive is entitled as of such termination shall be accelerated according to the terms of the applicable stock benefit plan.  Executive specifically acknowledges and agrees that he will not be entitled to any payments under this subsection 10.2 if this Agreement is terminated for any reason other than those reasons specified in this subsection 10.2.

AMENDED LANGUAGE:

10.2           Benefits Upon Termination Following a Change in Control.  If within eighteen (18) months following the occurrence of a Change in Control this Agreement is (i) terminated by the Bank without cause pursuant to subsection 9.2 of this Agreement, or (ii) terminated by the Executive for Good Reason, as that term is defined in subsection 10.1 of this Agreement, then the Bank shall pay Employee a cash severance amount equal to two (2) times the Executive's Base Salary then in effect as of the date of such termination.  Said payment will be made to the Executive in a lump sum cash payment within thirty (30) days of the date of such termination, and shall be reduced by any withholdings required by law or other withholdings authorized by Employee.  In addition, any stock options to which the Executive is entitled as of such termination shall be accelerated according to the terms of the applicable stock benefit plan.  In addition, for a period of two (2) years commencing on the date of such termination, the Bank shall continue to provide group health, dental and vision insurance benefits to Executive and his dependents at the same level of coverage as the coverage maintained by the Bank for the Executive and his dependents prior to such termination, except to the extent such coverage may be changed in its application to all employees of the Bank.  Executive specifically acknowledges and agrees that he will not be entitled to any payments or benefits under this subsection 10.2 if this Agreement is terminated for any reason other than those reasons specified in this subsection 10.2.
 
 
 

 

SUMMARY

Only section 10.2 of the Agreement has been amended.  All other sections and provisions of the Agreement that have not been specifically cited in this Amendment remain in full force and effect and are unchanged.  This Amendment shall be affixed to the Agreement and become a part thereof.  In the event any provision in this Amendment conflicts with the Agreement, this Amendment shall be the controlling document. The parties intend for this Amendment to be effective as of the Effective Date.

IN WITNESS WHEREOF, the parties have executed this Amendment to Employment Agreement on the day and year first written above.


CHEVIOT SAVINGS BANK
 

By: /s/ Steven Hausfeld                                                                           
       Chairman of the Compensation Committee


CHEVIOT FINANCIAL CORP.
 

By: /s/ Steven Hausfeld                                                                           
       Chairman of the Compensation Committee


EXECUTIVE
 

By: /s/ Mark Reitzes                                                                           
       Mark Reitzes




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