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Form 8-K BankFinancial CORP For: Nov 23

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November 25, 2015 3:32 PM EST



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): November 23, 2015
 
 
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 

Commission File Number 0-51331

Maryland    75-3199276
(State or Other Jurisdiction    (I.R.S. Employer
of Incorporation)    Identification No.)
15W060 North Frontage Road, Burr Ridge, Illinois 60527
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (800) 894-6900
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.
On November 23, 2015, the Board of Directors of BankFinancial Corporation's principal subsidiary, BankFinancial, F.S.B. (the "Bank") authorized the Bank to offer to extend the terms of the employment period in the Bank's existing amended and restated employment agreement with William J. Deutsch, Jr. to March 31, 2018. Absent the extension, the employment period will expire on March 31, 2017. The amended and restated employment agreement between the Bank and Mr. Deutsch was filed as Exhibit 10.3 to the Report on Form 8-K of the Company originally filed with the Securities and Exchange Commission on May 20, 2013.
The form of the “Extension of Term of Employment Period” that will be used to implement this action is attached to this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01
Financial Statements and Exhibits.
(a)
Not Applicable.
(b)
Not Applicable.
(c)
Not Applicable.
(d)
Exhibits.

Exhibit No.    Description
10.1
BankFinancial F.S.B. Form of Extension for William J. Deutsch, Jr. of Term of Employment Period





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.

Dated:
November 25, 2015
 
BANKFINANCIAL CORPORATION
 
 
 
By:
/s/ F. Morgan Gasior
 
 
 
 
 
F. Morgan Gasior
 
 
 
 
 
Chairman of the Board and Chief Executive Officer





EXHIBIT INDEX

Exhibit No.    Description
10.1
BankFinancial F.S.B. Form of Extension for William J. Deutsch, Jr. of Term of Employment Period





Exhibit 10.1
FORM OF EXTENSION OF TERM
OF EMPLOYMENT PERIOD
MEMORANDUM


To:
William J. Deutsch, Jr.
From:
Patricia Smith Lawler,
EVP/Human Resources Division
Re:
Extension of Employment Period
Date:
November __, 2015

The Board of Directors of BankFinancial, F.S.B. (the “Bank”) and its Human Resources Committee have completed their annual review of your Employment Agreement with the Bank dated____________, and have determined to offer to amend your Employment Agreement as follows:
•
to extend the term of the “Employment Period” as referenced in Section 2(a) of your Employment Agreement to___________;

•
the rationale for this action is that your performance is consistent with the Bank’s Business Plan for the National Commercial Leasing Division; and

•
to add the following language to the end of Section 8(f) of your Employment Agreement: “The Non-Solicitation Period shall be reduced from eighteen (18) months to six (6) months, but only with respect to the restrictions set forth in Subsection (b)(i) and Subsection (b)(iii) of Section 8 of this Agreement (and the prohibitions contained in Subsection (b)(viii) of Section 8 against aiding, abetting, inducing or conspiring with others to violate those restrictions), if Executive resigns his employment Without Cause more than six (6) months following the occurrence of a Change of Control. The term “Change of Control” shall have the meaning provided in BankFinancial Corporation’s 2006 Equity Incentive Plan, as amended from time to time.
If you are agreeable to amending your Employment Agreement as provided above, please sign and date this document in the space indicated below and return it to me by no later than__________________.
If you do not sign and return this document to me by such date, the term of your Employment Period and the Anniversary Date applicable to your Employment Agreement will remain unchanged.


Name:
___________________

Signature:
___________________

Date:
___________________




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