Citizens Financial Services Inc . (NASDAQ:OTC:CZFS), the parent company of First Citizens Community (NASDAQ:CZWI) Bank, has entered into change in control agreements with two key executives, the company disclosed in a recent SEC filing. The agreements, dated December 31, 2024, involve Senior Executive Vice President David Z. Richards, Jr., and Chief Financial Officer Stephen J. Guillaume.
Under the terms of the agreements, if either executive's employment is terminated in connection with a change in control of the company or bank, they are entitled to certain compensatory benefits. These benefits include a lump sum payment equivalent to their annual base salary at the time, continuation of health care insurance for 18 months or until they find similar benefits elsewhere, and continuation of long-term disability insurance for the same period.
The agreements come into effect if a change in control occurs and the executives are terminated without cause or for good reason within a specified timeframe around the change in control event. The specific conditions under which the executives can receive these benefits are detailed within the agreements themselves, which are filed as exhibits to the SEC filing.
This strategic move serves as a protective measure for senior management in the event of a significant corporate transition, ensuring stability within the company's leadership during potentially turbulent times. It also reflects a common practice among corporations to retain and reassure top executives during periods of uncertainty associated with mergers, acquisitions, or other control-changing events.
The company, headquartered in Mansfield, Pennsylvania, operates as a state commercial bank and has been a fixture in the financial industry. The information regarding the change in control agreements is based on a press release statement filed with the SEC.
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