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) May 21, 2009
FEDFIRST FINANCIAL
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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United States
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0-51153
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25-1828028
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Donner at Sixth Street,
Monessen, Pennsylvania 15062
(Address
of principal executive offices) (Zip Code)
(724)
684-6800
(Registrant’s
telephone number, including area code)
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:
[ ]
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))
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Item
5.02
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
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On May
21, 2009, FedFirst Financial Corporation (the “Company”) and First Federal
Savings Bank (the “Bank”) amended and restated the employment agreement by and
between the Bank, the Company and Patrick G. O’Brien which was originally
entered into on October 11, 2005. Mr. O’Brien’s employment agreement
was amended and restated in connection with his appointment as President and
Chief Executive Officer of the Company and the Bank. The amended and
restated employment agreement (the “Employment Agreement”) provides for an
initial base salary of $180,000 and a two-year term which may be renewed
annually following a review of Mr. O’Brien’s job performance by the respective
Boards of Directors. In addition to base salary, the Employment
Agreement provides for, among other things, participation in discretionary bonus
programs or other incentive compensation programs, group-term life insurance,
health and dental insurance, life insurance and short- and long- term group
disability insurance, stock-based compensation plans and other programs and
arrangements sponsored by the Bank or the Company.
The
Employment Agreement also provides a disability benefit equal to two-thirds of
Mr. O’Brien’s weekly rate of base salary as of his termination
date. Disability payments will be reduced by any disability benefits
paid under any policy or program sponsored by the Bank. Mr. O’Brien
will cease to receive disability payments upon the earlier of: (1)
the date he returns to full-time employment; (2) his death; (3) his attainment
of age 65; or (4) the date the Employment Agreement would have expired had Mr.
O’Brien’s employment not been terminated by reason of the
disability.
The
Employment Agreement provides that the Bank and the Company may terminate Mr.
O’Brien’s employment for cause, as described in the Employment Agreement, at any
time. If the Bank or the Company terminates Mr. O’Brien’s employment
for reasons other than for cause, Mr. O’Brien or, if he dies, his beneficiary,
would be entitled to receive his base salary at the rate in effect at his
termination date for the remaining term of the Employment
Agreement.
If Mr.
O’Brien is involuntarily terminated from employment within one year of a change
in control, the Employment Agreement provides that Mr. O’Brien or, if he dies,
his beneficiary, would be entitled to receive a lump sum payment equal to three
times his base salary as of the date of the change in control. The
Bank would also continue to pay or provide for health and dental coverage for
Mr. O’Brien and his dependents for a period not to exceed the earlier of: (1) 36
months following his termination of employment; (2) Mr. O’Brien’s employment
with another employer; or (3) Mr. O’Brien’s death.
Section
280G of the Internal Revenue Code provides that severance payments that equal or
exceed three times an individual’s base amount are deemed to be “excess
parachute payments” if they are contingent upon a change in
control. The Employment Agreement limits payments made to Mr. O’Brien
in connection with a change in control to amounts that will not exceed the
limits imposed by Section 280G.
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 thereunto
duly authorized.
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FEDFIRST
FINANCIAL CORPORATION
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Date: May
26, 2009
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By:
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Name:
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Patrick
G. O’Brien
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Title:
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President
and Chief Executive Officer
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