Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2020, Patrick G. O'Brien voluntarily resigned as President and
Chief Executive Officer and a Director of CB Financial Services, Inc. (the
"Company") and of its subsidiary bank, Community Bank (the "Bank"). Mr.
O'Brien's resignation was not related to a disagreement with the Company or the
Bank on any matter relating to the Company's or the Bank's operations, policies
or practices. In connection with Mr. O'Brien's resignation, the Company, the
Bank and Mr. O'Brien have entered into a Separation and Release Agreement dated
January 8, 2020 (the "Separation Agreement"), under which the Bank will pay Mr.
O'Brien: (1) a gross amount of $450,000, payable in 26 equal bi-weekly
installments; and (2) to the extent Mr. O'Brien elects to continue to
participate in the Bank's group health insurance plan, 12 equal monthly
installment payments equal to the monthly COBRA premium in effect for the level
coverage in effect for Mr. O'Brien under Bank's group health plan. The
Separation Agreement, a copy of which is enclosed as an exhibit hereto and
incorporated herein by reference, includes non-competition, non-solicitation and
confidentiality provisions, certain post-termination services to be provided by
Mr. O'Brien at the reasonable request of the President of the Bank and a release
of claims by Mr. O'Brien. The foregoing summary is qualified in its entirety by
the full text of the Separation Agreement.
On January 8, 2020, Barron P. McCune, Jr. was appointed to serve as President
and Chief Executive Officer of the Company and the Bank on an interim basis. In
connection with Mr. McCune's appointment as President and Chief Executive
Officer, the Company, the Bank and Mr. McCune have entered into an Employment
Agreement dated January 8, 2020 (the "Employment Agreement") providing for a
base salary at an annual rate of $372,000 and the payment of a $50,000 signing
bonus. The Employment Agreement has a one-year term, unless terminated earlier
or extended in accordance with its terms. For additional information, reference
is made to the Employment Agreement, a copy of which is filed as an exhibit
hereto and incorporated herein by reference. The foregoing summary is qualified
in its entirety by the full text of the Employment Agreement.
Mr. McCune (age 66) previously served as President and/or Chief Executive
Officer of the Company and the Bank from 1999 until his retirement in June 2018
and as a Director of the Company and the Bank from 1992 until his retirement in
January 2019.
The Company's Board of Directors has adopted a resolution to reduce the size of
the Board of Directors in order to eliminate the vacancy created by Mr.
O'Brien's resignation. The Bank's Board of Directors has taken similar action.
Item 8.01. Other Events.
On January 8, 2020, the Company issued a press release to disclose Mr. O'Brien's
resignation and Mr. McCune's appointment as reported above. A copy of the press
release is attached as an exhibit hereto and incorporated into this Item 8 by
reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Separation and Release Agreement by and among CB Financial Services,
Inc., Community Bank and Patrick G. O'Brien dated January 8, 2020
10.2 Employment Agreement by and among CB Financial Services, Inc., Community
Bank and Barron P. McCune, Jr. dated January 8, 2020
99.1 Press Release dated January 8, 2020
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