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Section 1: 8-K (FORM 8-K)

 

 

 

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 27, 2018
 
NorthWest Indiana Bancorp
(Exact name of registrant as specified in its charter)
 
Indiana 000-26128 35-1927981
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer
Identification No.)

 

9204 Columbia Avenue

Munster, Indiana 46321

(Address of principal executive offices)
 
(219) 836-4400
(Registrant’s telephone number, including area code)
   
N/A
(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))

 

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.  ¨

 

 

 

 

 

 

Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 1, 2017, NorthWest Indiana Bancorp (the “Bancorp”) and its bank subsidiary, Peoples Bank SB (the “Bank”), entered into an Employment Agreement (the “Employment Agreement”) with Mr. Benjamin J. Bochnowski, the President and Chief Executive Officer of the Bancorp and the Bank. On July 27, 2018, the Bancorp and the Bank entered into a First Amendment to Employment Agreement (the “Amendment”) with Mr. Bochnowski. The Amendment amends Section 6(b) of the Employment Agreement to provide Mr. Bochnowski with additional vacation leave. Except for the change to Section 6(b), all other terms and conditions of the Employment Agreement remain the same.

 

The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the terms of the Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated by reference herein.

 

Item 9.01       Financial Statements and Exhibits.

 

(d)Exhibit.

 

The following exhibit is being furnished with this Current Report on Form 8-K.

 

  Exhibit No.   Description
  10.1   Employment Agreement between NorthWest Indiana Bancorp, Peoples Bank SB, and Benjamin J. Bochnowski dated August 1, 2017 (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on August 4, 2017).
  10.2   First Amendment to Employment Agreement between NorthWest Indiana Bancorp, Peoples Bank SB, and Benjamin J. Bochnowski dated as of July 27, 2018.

 

 

 

 

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.

 

  NorthWest Indiana Bancorp
Date:  July 30, 2018    
     
  By:   /s/ Robert T. Lowry
    Printed Name: Robert T. Lowry
    Title: Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

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Section 2: EX-10.2 (EXHIBIT 10.2)

 

Exhibit 10.2

 

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

 

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of July 27, 2018, by and among NorthWest Indiana Bancorp (the “Company”), the wholly-owned subsidiary of the Company, Peoples Bank SB (“Peoples Bank,” and collectively with the Company, the “Bank” unless otherwise noted), and Benjamin J. Bochnowski (the “Executive”).

 

WHEREAS, the Company, Peoples Bank, and the Executive entered into an Employment Agreement, dated as of August 1, 2017 (the “Employment Agreement”);

 

WHEREAS, the Executive has served as the President and Chief Executive Officer of the Bank pursuant to the Employment Agreement; and

 

WHEREAS, the parties now desire to make certain modifications to the Employment Agreement as set forth in this Amendment;

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties hereby agree that the Employment Agreement shall be, and it hereby is, amended as follows:

 

1.             Other Benefits; Vacation. Section 6 (b) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

 

“(b) Vacation. Notwithstanding anything herein to the contrary, the Executive shall be entitled to a maximum of six weeks vacation to be taken during such times as may be chosen by the Executive. Any vacation time not taken during any calendar year and any unused vacation days in existence as of the date hereof may be taken with the consent of the Compensation Committee of the Board, which consent shall not be unreasonably withheld. Vacation time for each calendar year shall be considered earned as of the first day of each calendar year.”

 

2.             Defined Terms. All capitalized terms not otherwise defined in this Amendment shall have the meanings given to them in the Employment Agreement.

 

3.             Counterparts. This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same instrument.

 

4.             Miscellaneous. Except as specifically amended by the terms of this Amendment, all other terms and conditions of the Employment Agreement are and shall remain in full force and effect for all purposes.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

 

  NORTHWEST INDIANA BANCORP
     
  /s/ Amy W. Han  
  Name:  Amy W. Han  
  Title: Chair, Compensation Committee  
     
     
  PEOPLES BANK SB  
     
  /s/ Amy W. Han  
  By: Amy W. Han  
  Title: Chair, Compensation Committee
     
     
  /s/ Benjamin J. Bochnowski  
  By: Benjamin J. Bochnowski  

 

 

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