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)		October 20, 2015
MARLIN BUSINESS SERVICES CORP.
(Exact name of registrant as specified in its charter)
Pennsylvania	000-50448			38-3686388
(State or other jurisdiction of incorporation)	(Commission File Number)			(I.R.S. Employer Identification No.)
300 Fellowship Road, Mount Laurel, NJ				08054
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code			(888) 479-9111
(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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(b) and (c) On October 20, 2015, the Registrant announced the retirement of Daniel P. Dyer from his position as Chief Executive Officer and director of Marlin Business Services Corp. effective October 20, 2015. Edward J. Siciliano, age 53, the Registrant’s Executive Vice President and Chief Sales Officer, has been named interim CEO, effective October 20, 2015, and will serve in that role while the Registrant’s Board of Directors conducts a search for a permanent CEO. A description of Mr. Siciliano’s business background is set forth in the Registrant’s proxy statement for its 2015 annual meeting of shareholders, which description is incorporated into this Item 5.02 by reference. Executive search firm, Korn Ferry, has been engaged to assist the Registrant in leading a comprehensive search process to select Mr. Dyer’s successor.

The Registrant also announced that it has created a new Office of the Chairman, led by current Board Chairman Lawrence J. DeAngelo, to support oversight of the Registrant until a permanent CEO is appointed. The Office of the Chairman will also include Mr. Siciliano, Edward R. Dietz, Senior Vice President and General Counsel, W. Taylor Kamp, Senior Vice President and Chief Financial Officer, and Gregory Sting, Vice President of Portfolio Management.

A copy of the press release announcing the Registrant’s management change is attached as Exhibit 99.1 hereto.

(e) In connection with Mr. Dyer’s retirement, the Registrant and Mr. Dyer have entered into a separation agreement, dated October 20, 2015 (the “Separation Agreement”). Per the terms of the Separation Agreement, Mr. Dyer’s retirement shall be treated as a termination “without Cause” for purposes of determining Mr. Dyer’s rights under his employment agreement with the Registrant, dated as of October 14, 2003 and amended on December 31, 2008 (as amended, the “Employment Agreement”). Pursuant to the Separation Agreement, Mr. Dyer will be paid through November 27, 2015. Further, effective October 20, 2015 (the “Termination Date”), all outstanding equity awards held by Mr. Dyer will become fully vested and Mr. Dyer will have two years from the Termination Date to exercise his outstanding stock options. A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.

The Registrant and Mr. Dyer have also entered into a consulting agreement (the “Consulting Agreement”) dated October 20, 2015. In exchange for his provision of consulting services, the Registrant will reimburse Mr. Dyer the reasonable expenses he incurs in the performance of the consulting services and pay him a quarterly consulting fee of $25,000, beginning on the Termination Date. A copy of the Consulting Agreement is attached hereto as Exhibit 10.2 and is incorporated into this Item 5.02 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1     Separation Agreement dated as of October 20, 2015 between Marlin Business Services Corp. and Daniel P. Dyer.

10.2     Consulting Agreement dated as of October 20, 2015 between Marlin Business Services Corp. and Daniel P. Dyer.

99.1     Press Release issued by Marlin Business Services Corp. on October 20, 2015 in connection with Item 5.02.

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.

	MARLIN BUSINESS SERVICES CORP.
	(Registrant)
Date: October 20, 2015	/s/ Edward R. Dietz
	Edward R. Dietz
	Senior Vice President and General Counsel

INDEX TO EXHIBITS

10.1     Separation Agreement dated as of October 20, 2015 between Marlin Business Services Corp. and Daniel P. Dyer.

10.2     Consulting Agreement dated as of October 20, 2015 between Marlin Business Services Corp. and Daniel P. Dyer.

99.1     Press Release issued by Marlin Business Services Corp. on October 20, 2015 in connection with Item 5.02.

EX-10.1

EXHIBIT 10.1

SEPARATION AGREEMENT AND

RELEASE OF CLAIMS AND COVENANT NOT TO SUE

This SEPARATION AGREEMENT AND RELEASE OF CLAIMS AND COVENANT NOT TO SUE (“Agreement”) is entered into by and between Daniel P. Dyer (“Executive”) and Marlin Business Services Corp., a Pennsylvania corporation (“Company”) (each, a “Party”, collectively, “the Parties”).

WHEREAS, Company and Executive previously entered into that certain employment agreement dated October 14, 2003, as amended by the Amendment 2008-1 to the employment agreement dated December 31, 2008 (collectively, the “Employment Agreement”);

WHEREAS, Executive is employed by Company as Chief Executive Officer and is a member of Company’s Board of Directors;

WHEREAS, Executive and Company have reached a full and final agreement between and among them relating to Executive’s employment with Company and separation from Company.

NOW THEREFORE, in exchange for their mutual promises herein set forth, each intending to be legally bound hereby, and in consideration of the following mutual promises and covenants, the Parties hereby agree as follows:

1.Date of Termination.

(a)Executive and Company agree that Executive will retire and his employment will terminate, and the Company will treat his termination as a termination without Cause pursuant to Section 7(a)(iv) of the Employment Agreement. Executive and Company further agree that (i) the forty-five (45) day written notice period established under Section 7(a)(iv) of the Employment Agreement is hereby waived, (ii) Executive’s Date of Termination shall be October 20^th, 2015, and (iii) Company shall pay Executive, within ten (10) days following Employee’s Date of Termination and provided this Agreement is effective per Section 7 below, an amount equal to his bi-weekly Base Salary (net of applicable taxes consistent with past practices) for the period between the Date of Termination and November 27, 2015. On or prior to the Date of Termination, Executive shall return all Company property, including without limitation, all computers, keys, credit cards, passes, confidential documents or materials and all memoranda, notes, plans, records, reports, computer files, printouts and software and other documents and materials (and copies thereof) relating to the Company or its subsidiaries or affiliates whether in hard copy, electronic format or otherwise, that is in Executive’s possession or under his control. For the avoidance of doubt, per Section 7(c) of the Employment Agreement, Executive shall be deemed to have resigned from all offices and directorships held with the Company or any of its Affiliates as of the Date of the Termination. Executive agrees to execute any required paperwork in order to effectuate such resignation(s).

(b)Executive will be paid for all accrued but unused paid time off and unreimbursed business expenses through the Date of Termination regardless of whether he signs this Agreement. Such accrued paid time off will be paid in accordance with applicable law. Executive shall receive any vested benefits to which he is entitled under the express terms of any employee benefit plan.

2.Separation Benefits. Provided Executive signs and does not revoke this Agreement, and signs the re-affirmation of this Agreement on his Date of Termination, Company will pay or provide Executive the payment and benefits set forth in Section 7(b)(iii) of the Employment Agreement, which are as follows

(a)Two times Executive’s current base salary, or eight hundred fifty-four thousand five hundred and twenty-eight dollars ($854,528.00);

(b)Two times Executive’s average of incentive bonus for two fiscal years preceding the Date of Termination, or seven hundred fifty-eight thousand six hundred and twenty-five dollars ($758,625.00);

(c)The “COBRA Payment” which shall be an amount equal to twenty-four (24) times the monthly applicable premium for COBRA coverage as in effect on the Date of Termination for the medical and dental coverage level in effect with respect to Executive and, as applicable, his family, as of the Date of Termination under Company’s group medical and dental plan. Executive will be paid an additional “gross-up payment” pursuant to this paragraph (c) for all applicable withholding taxes that would otherwise apply to the COBRA Payment such that the net after-tax amount that Executive will receive pursuant to this paragraph (c) will be equal to the COBRA Payment;

(d)The “Life and Disability Payment” which shall be an amount equal to two (2) times the sum of (i) the annual premium for additional life insurance (minimum level $695,000) and (ii) the annual premium for additional disability insurance (minimum level $9,000 monthly benefit) under Company’s group life insurance plan and group long-term disability plan, as applicable, each as in effect on the Date of Termination. Executive will be paid an additional “gross-up payment” pursuant to this paragraph (d) for all applicable withholding taxes that would otherwise apply to the Life and Disability Payment such that the net after-tax amount that Executive will receive pursuant to this paragraph (d) will be equal to the Life and Disability Payment;

(e)The incentive bonus earned but unpaid for any fiscal year completed prior to the year in which the Date of Termination occurs, if any;

(f)All stock options, restricted stock units and other stock incentives which are not otherwise vested as of the Date of Termination shall vest immediately upon the Date of Termination and any stock options granted to Executive after October 14, 2003 will remain exercisable for two (2) years following the Date of Termination (or, if less, the original term of the option).

The payments due under Section 2(a)-(e) above shall be made in a lump sum within 30 days following the Date of Termination, subject to satisfaction of the applicable requirements referenced above.

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3.Restrictive Covenants. Executive acknowledges and agrees that the provisions of the Employment Agreement in Section 9 relating to (a) the definitions of “Business”, “Competitive Position”, “Confidential Information”, “Customer”, “Restricted Territory” and “Trade Secrets”; (b) limitations on competition (at 9(b)), confidentiality (at 9(c)), non-solicitation of company customers (at 9(d)), and non-solicitation of company personnel (at 9(e)); and (c) acknowledgements (at 9(f)); and injunctive relief and enforcement; and partial enforcement (at 9(g)), shall continue to apply to Executive and Company and are hereby incorporated by reference. Nothing in this Section 3 or the referenced sections of the Employment Agreement prohibits Executive from reporting possible violations of federal law to any governmental agency or entity or making other disclosures that are protected under whistleblower provisions of federal law. For the avoidance of doubt, Executive acknowledges and agrees that, in the event of breach by Executive of any of the provisions relating to limitations on competition (at 9(b)), confidentiality (at 9(c)), non-solicitation of company customers (at 9(d)), and non-solicitation of company personnel (at 9(e)), Company shall be entitled to institute legal proceedings to obtain damages for any such breach, or to enforce the specific performance of the Employment Agreement by Executive and to enjoin Executive from any further violation and to exercise such remedies cumulatively or in conjunction with all other rights and remedies provided by law. Executive acknowledges that money damages would be an insufficient remedy for any breach by him of any such provisions and that in addition to all other remedies, Company shall be entitled to specific performance and injunctive or other equitable relief for any such breach.

4.Release and Covenant. Executive, of his own free will, voluntarily releases and forever discharges Company, its subsidiaries, affiliates, their officers, employees, agents, stockholders, successors and assigns (both individually and in their official capacities with Company) from, and covenants not to sue or proceed against any of the foregoing on the basis of, any and all past or present causes of action, suits, agreements or other claims which Executive, his dependents, relatives, heirs, executors, administrators, successors and assigns has or have against Company upon or by reason of any matter arising out of his employment by Company and the cessation of said employment, and including, but not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, and any other federal or state law, regulation or ordinance, or public policy, contract or tort law, having any bearing whatsoever on the terms and conditions or cessation of his employment with Company. This release shall not, however, constitute a waiver of any of Executive’s rights upon termination of employment under (i) Sections 7 and 8 of the Employment Agreement, (ii) the terms of any employee benefit plan of Company in which Executive is participating or (iii) the policies of Company with regard to business expense reimbursement.

The Parties acknowledge that this Agreement does not limit either Party’s right, where applicable, to file or participate in any charge of discrimination or other investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Executive agrees that if such an administrative claim is made against Company, he shall not be entitled to recover any individual monetary relief or other individual remedies beyond what is provided in this Agreement.

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5.Mutual Non-Disparagement. Executive agrees not to make any defamatory or disparaging statement, writing, or communication pertaining to the character, reputation, business practices or conduct of Company or its subsidiaries or any of their respective officers, directors or employees. For the avoidance of doubt, this includes any such statement, writing or communication made on social media. Company agrees that no member of its Board of Directors nor any officer holding a position equal or higher than a Senior Vice-President (by way of example and not limitation, Company’s Chief Executive Officer, Chief Operating Officer, Chief Sales Officer, General Counsel, Chief Financial Officer, President (of Company or any designated area or division thereof), Vice-President or Senior Vice-President (of Company or any designated are or division thereof) will make any defamatory or disparaging statement, writing, or communication pertaining to your character, reputation, business practices or conduct. For the avoidance of doubt, this includes any such statement, writing or communication made on social media. In the event of a breach of this Section 5, the aggrieved party may institute litigation to specifically enforce the terms of this Section 5 and to seek damages resulting from such breach.

6.Section 409A. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code and, if necessary, any such provision shall be deemed amended to comply with Section 409A of the Code and regulations thereunder, while still providing Executive with the economic benefit intended by this Agreement (subject to deferral as provided below). To the maximum extent permitted under Section 409A of the Code, the severance benefits payable under this Agreement are intended to be exempt from the provisions of Section 409A of the Code; provided, however, that to the extent any such amount payable to Executive during the six (6) month period following the Date of Termination constitutes deferred compensation subject to the requirements of Section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount”. Payment of the Excess Amount shall be paid in a lump sum to Executive within ten (10) days following the date that is six (6) months following the Date of Termination. If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of Section 409A of the Code, such Excess Amount shall be paid to the personal representative of Executive’s estate within thirty (30) days after Executive’s death.

7.Due Care; Knowing and Voluntary. Executive acknowledges that he has received a copy of this Agreement on October 14, 2015 and has been advised hereby of his opportunity to review and consider this Agreement for 21 days prior to his execution of this Agreement. Executive enters into this Agreement having freely and knowingly elected, after due consideration, to execute this Agreement and to fulfill the promises set forth herein. Executive is hereby advised and acknowledges that he has been advised to consult with an attorney prior to executing this Agreement; this Agreement is written in a manner understood by him; this Agreement refers to rights under the Age Discrimination in Employment Act, as amended; he has received valuable consideration for this Agreement other than amounts to which he is already entitled; and this Agreement contains a general release of all claims Executive has, had, or may have against Company and the others specified in Section 4, but Executive is not waiving any claims that may arise in the future following his execution of this Agreement. This Agreement shall be revocable by Executive during the 7-day period following his execution, and shall not become effective or enforceable until the expiration of such 7-day period. The severance payments set forth in Section 2 shall be forfeited by Executive if he exercises the right of revocation or fails to execute this Agreement by November 15, 2015.

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8.Reliance by Executive. Executive acknowledges that, in his decision to enter into this Agreement, he has not relied on any representations, promises, or agreements of any kind, including oral statements by representatives of Company, except as set forth in this Agreement.

9.Governing Law. This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to principles of the conflicts of laws. If any provision hereof is unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such unenforceable provision had never comprised a part hereof, the remaining provisions hereof shall remain in full force and effect, and the court construing the Agreement shall add as a part hereof a provision as similar in terms and effect to such unenforceable provision as may be enforceable, in lieu of the unenforceable provision.

10.Amendments. This Agreement may be amended or canceled only by mutual agreement of the parties in writing without the consent of any other person.

11.Counterparts. This Agreement may be executed in more than one counterpart, but all of which together will constitute one and the same agreement. This Agreement may be executed by facsimile signature and each party may fully rely upon facsimile execution; this Agreement shall be fully enforceable against a party which has executed the Agreement by facsimile.

If Executive signs this release in less than 21 days, Executive confirms that he does so voluntarily and without any pressure or coercion of any nature from anyone at Company.

MARLIN BUSINESS SERVICES CORP.		DANIEL P. DYER
/s/ Edward R. Dietz		/s/ Daniel P. Dyer
Dated:	10.20.2015	Dated:	10.20.2015

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EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (this “Consulting Agreement”) is made by and between Marlin Business Services Corp., a Pennsylvania corporation (“Company”), and Daniel P. Dyer (“Dyer”) (each, a “Party”, collectively, the “Parties”).

WITNESSETH THAT:

WHEREAS, prior to his retirement, Dyer served as Company’s Chief Executive Officer and has significant knowledge regarding Company’s business and business plans and general experience in the industry which are valuable to Company; and

WHEREAS, Company desires to engage the services of Dyer for a period of time following his retirement to advise Company with respect to various business matters, all on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing and the mutual promises hereinafter expressed, the Parties do mutually agree as follows:

1.Consulting Term. Subject to the terms and conditions of this Consulting Agreement, Company hereby retains Dyer’s services as a consultant for the Consulting Term (as defined below) and Dyer hereby agrees to render consulting services to Company during the Consulting Term in accordance with this Consulting Agreement. The “Consulting Term” shall be the period commencing on the date Dyer ceases to serve as Company’s Chief Executive Officer (“Date of Termination” as such term is defined in the Employment Agreement) and shall continue until the first anniversary of the Date of Termination, unless sooner terminated by either Party in accordance with this Consulting Agreement. Either Party may terminate this Consulting Agreement upon written notice to the other Party in the event of a breach of (a) this Consulting Agreement, (b) the Separation Agreement dated as of October 20, 2015 between the Parties or (c) the Employment Agreement (as defined below), if such breach (if capable of being remedied) is not remedied within ten (10) days following delivery of written notice of such breach.

2.Duties. Dyer agrees that, during the Consulting Term, while he is obligated to provide services to Company pursuant to this Consulting Agreement, he shall provide services (the “Consulting Services”) to Company as directed by Company’s Board of Directors (the “Board”) relating to strategic matters and other matters relating to Company’s business. Dyer shall be available to provide Consulting Services under this Consulting Agreement as and when needed, it being understood that Dyer shall be required to provide Consulting Services as directed by the Board, but no more than 35 hours per calendar month. Except as otherwise specifically provided in this Consulting Agreement, nothing in this Section 2 shall preclude Dyer from performing services for persons or entities other than Company to the extent such services do not (a) interfere with his obligations under this Consulting Agreement or (b) violate the restrictive covenants in Dyer’s employment agreement dated October 14, 2003, as amended by the Amendment 2008-1 to the employment agreement dated December 31, 2008 (collectively, the “Employment Agreement”), which survive the termination of the Employment Agreement. It is specifically acknowledged and agreed that Company shall not be obligated to give Dyer any assignments or provide him with office facilities during the Consulting Term.

3.Fees and Benefits. Subject to the terms and conditions of this Consulting Agreement, during the Consulting Term while Dyer is obligated to provide services to Company pursuant to this Consulting Agreement, Dyer shall be entitled to a “Consulting Fee” for each calendar quarter in the amount of $25,000, commencing with the Date of Termination. The Consulting Fee for any quarter shall be paid quarterly in arrears and shall be pro rated for any partial quarters. Dyer shall not be entitled to any other payments or benefits from Company for his services hereunder.

4.Duties and Fees Upon Termination. Dyer shall have no obligation to provide services pursuant to this Consulting Agreement, and Company shall have no obligation to pay any Consulting Fees to Dyer:

(a)	for periods after the last day of the Consulting Term;
(b)	for periods after Dyer’s death;

(c) for periods after Company terminates this Consulting Agreement; or

(d) for periods after Dyer terminates this Consulting Agreement.

5.Independent Contractor Status. It is agreed and understood between the Parties that the Consulting Services performed by Dyer pursuant to this Consulting Agreement will be performed as an independent contractor and not as an employee of Company or its affiliates. Dyer shall be solely responsible for, and shall pay, any taxes or other amounts payable with respect to payments made to him by Company pursuant to this Consulting Agreement. Nothing contained in this Consulting Agreement shall be construed to create an agency, joint venture, or partnership between the Parties.

6.Ability to Bind the Other Party. Nothing in this Consulting Agreement will be deemed to create or to provide either Party with the right, power, authority, whether express or implied, to create any duty or obligation on behalf of the other Party. Without limiting the generality of the foregoing, Dyer shall have no power to bind Company.

7.Performance of Work. Dyer warrants and represents that he will exercise due professional care and competence in the performance of any and all Consulting Services hereunder.

8.Limitation of Liability. To the extent permitted by applicable law, in no event will either Party be liable under any legal theory for any special, indirect, consequential, exemplary or incidental damages, however caused, arising out of or relating to this Consulting Agreement, even if such Party has been advised of the possibility of such damages.

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9.Reliance by Dyer. Dyer acknowledges that, in his decision to enter into this Consulting Agreement, he has not relied on any representations, promises, or agreements of any kind, including oral statements by representatives of Company, except as set forth in this Consulting Agreement.

10.Notices. Any notice, request, instruction or other document to be given hereunder by a Party hereto shall be in writing and shall be deemed to have been given (a) when received if given in person or by courier or a courier service, (b) on the date of transmission if sent by telex, facsimile or other wire transmission (receipt confirmed) or (c) five (5) business days after being deposited in the mail, certified or registered, postage prepaid:

If to Dyer, addressed as follows:

Daniel P. Dyer

1 Broadacres Court

Moorestown, NJ 08057

If to Company, addressed as follows:

Marlin Business Services Corp.
300 Fellowship Road
Mount Laurel, NJ 08054
Attention: General Counsel
Facsimile: 856.813.2878

or to such other individual or address as a Party hereto may designate for itself by notice given as herein provided.

11.Nonalienation. Except as required by applicable law, the interests of Dyer under this Consulting Agreement are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by Dyer’s creditors or beneficiaries or estate.

12.Governing Law. This Consulting Agreement, and the rights and obligations of the Parties hereto, shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to principles of the conflicts of laws.

13.Severability. If any provision hereof is unenforceable, such provision shall be fully severable, and this Consulting Agreement shall be construed and enforced as if such unenforceable provision had never comprised a part hereof, the remaining provisions hereof shall remain in full force and effect, and the court construing the Consulting Agreement shall add as a part hereof a provision as similar in terms and effect to such unenforceable provision as may be enforceable, in lieu of the unenforceable provision.

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14.Amendments. This Consulting Agreement may be amended or canceled only by mutual agreement of the Parties in writing without the consent of any other person. So long as Dyer lives, no person, other than the Parties hereto, shall have any rights under or interest in this Consulting Agreement or the subject matter hereof. It is the intent of the Parties that all payments hereunder comply with the requirements of Section 409A of Internal Revenue Code of 1986, as amended, and applicable guidance issued thereunder and that this Consulting Agreement shall be interpreted and administered in accordance with such intent.

15.Waiver of Breach. No waiver by either Party hereto of a breach of any provision of this Consulting Agreement by the other Party, or of compliance with any condition or provision of this Consulting Agreement to be performed by such other Party, will operate or be construed as a waiver of any subsequent breach by such other Party or any similar or dissimilar provisions and conditions at the same or any subsequent time. The failure of either Party hereto to take any action by reason of such breach will not deprive such Party of the right to take actions at any time while such breach continues.

16.Counterparts. This Consulting Agreement may be executed in more than one counterpart, but all of which together will constitute one and the same agreement. This Consulting Agreement may be executed by facsimile signature and each Party may fully rely upon facsimile execution; this Consulting Agreement shall be fully enforceable against a Party which has executed the Consulting Agreement by facsimile.

17.Entire Agreement. Except for the surviving provisions of Dyer’s Employment Agreement, this Consulting Agreement sets forth the agreements and understandings concerning the subject matter hereof including Dyer’s relationship with Company and compensation by Company after the Date of Termination, and supersedes any other written or oral negotiations, agreements, understandings, representations or practices concerning such subject matter including Dyer’s relationship with Company and compensation by Company.

18.Assignment. Dyer will not voluntarily or by operation of law assign or otherwise transfer the obligations incurred on his part pursuant to the terms of this Consulting Agreement without prior written consent of Company. Any attempt to assign this Consulting Agreement in violation of the foregoing shall be null and void from the start, shall be deemed a material breach of this Consulting Agreement and shall be non-binding on Company. This Consulting Agreement shall be binding on, and inure to the benefit of, Company and its successors and assigns and any person acquiring, whether by merger, reorganization, consolidation, by purchase of assets or otherwise, all or substantially all of the assets of Company.

19.Force Majeure. Nonperformance by either Party will be excused to the extent performance is rendered impossible due to causes beyond such Party’s reasonable control and without its negligent or willful misconduct, including, without limitation, acts of God, natural disasters, war or other hostilities, labor disputes, civil disturbances, governmental acts, orders or regulations, third party nonperformance or failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment. For the avoidance of doubt, if any of the events or circumstances listed in this Section 19 affects Dyer’s ability to perform his obligations under this Consulting Agreement, Company will not be obligated to pay the Consulting Fee for the applicable period of non-performance.

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20.Rules of Construction. Dyer and Company each acknowledge that they have been represented by competent counsel during the negotiation and execution of this Consulting Agreement and therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in any agreement will be construed against the Party drafting such Consulting Agreement.

ACCEPTED AND AGREED:
MARLIN BUSINESS SERVICES CORP.	DANIEL P. DYER
By: /s/ Edward R. Dietz	By: /s/ Daniel P. Dyer
Print Name: Edward R. Dietz	Print Name: Daniel P. Dyer
Title: Senior VP & General Counsel	Date: 10.20.2015
Date: 10.20.2015

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EX-99.1

EXHIBIT 99.1

Marlin Business Services Corp. Announces Retirement of Daniel P. Dyer

MT. LAUREL, N.J., Oct. 20, 2015 (GLOBE NEWSWIRE) -- Marlin Business Services Corp. (NASDAQ:MRLN) announced the retirement of Daniel P. Dyer from his position as Chief Executive Officer and director of the Company effective today. The Company also announced that Edward J. Siciliano, Marlin's Executive Vice President and Chief Sales Officer, has been named interim CEO and will serve in that role while the Company's Board of Directors conducts a search for a permanent CEO. 

Mr. Dyer, who co-founded Marlin in 1997 and has served as CEO and director since, commented, "It's been the experience of a lifetime working alongside everyone helping build Marlin into the success it is today. Let me express my sincere appreciation and gratitude to all of my colleagues who I have met and worked with over the years. I'm proud to say that our efforts together have led to all of Marlin's accomplishments, from a start-up in 1997 to a one of the leading financial services providers to small businesses. With my announced departure, I look forward with anticipation to pursuing new opportunities of a personal and career interest." 

Lawrence J. DeAngelo, Chairman of Marlin's Board of Directors, thanked Dyer on behalf of the entire organization "for his 18 years of dedicated service."  

"We wish Dan enduring success as he pursues other interests," said DeAngelo.  "Looking ahead, Marlin has exceptionally strong management talent and we are well-positioned to take advantage of Marlin's attractive long-term growth opportunities and to deliver strong performance for Marlin's shareholders."

The Company also announced that executive search firm Korn Ferry has been engaged to lead a comprehensive search process to select Mr. Dyer's successor. 

About Marlin Business Services Corp.

Marlin Business Services Corp. is a nationwide provider of commercial lending solutions for small and mid-size businesses. Through its wholly-owned operating subsidiary, Marlin Business Bank, Marlin provides innovative commercial financing programs. Our equipment financing and loan products are offered directly to businesses, and through third party vendor programs, which includes manufacturers, distributors, independent dealers and brokers. Since its inception in 1997, Marlin has extended credit to over a quarter of a million business customers. Our mission is to offer convenient financing products while providing the highest level of personalized customer service. Marlin is publicly traded (NASDAQ:MRLN). For more information about Marlin, visit www.marlincorp.com or call toll free at (888) 479-9111.

Forward-Looking Statements

This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements (including statements regarding future financial and operating results) involve risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained in this release that are not clearly historical in nature are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "plan," "may," "intend" and similar expressions are generally intended to identify forward-looking statements. Economic, business, funding, market, competitive, legal and/or regulatory factors, among others, affecting our business are examples of factors that could cause actual results to differ materially from those described in the forward-looking statements. More detailed information about these factors is contained in our filings with the Securities and Exchange Commission, including the sections captioned "Risk Factors" and "Business" in the Company's Form 10-K filed with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT: Investor Relations Dept.
         (877) 864-MRLN (6756)
         investorrelations@marlincorp.com