UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On December 21, 2023, Muncy Columbia Financial Corporation (the “Company”), and its wholly-owned subsidiary, Journey Bank (the “Bank”), entered into a First Amendment to Amended and Restated Employment Agreement dated December 21, 2023 (the “Amendment”) with Lance O. Diehl, Chairman, President and Chief Executive Officer of the Company and Executive Chairman of the Bank. The Amendment was approved by the boards of directors of the Company and the Bank on December 19, 2023.
Mr. Diehl’s Amended and Restated Employment Agreement dated August 2, 2023 (the “Agreement”) provides, in relevant part, that if at any time during the employment period his participation in any Company health or medical plan is barred by its terms and conditions or by applicable law, or if his employment is terminated upon the termination of the employment period on March 31, 2026, or if he terminates his employment without good reason at any time after he has attained 60 years of age and, in each of the latter two cases, he is not otherwise employed on any basis where he would be eligible to receive health and medical insurance under such employer’s plans, the Bank will, upon written notice from Mr. Diehl, obtain for a period of five consecutive years and pay for individual insurance plans, policies or programs which would provide to Mr. Diehl and his spouse, health and medical (including, but not limited to health, dental and vision) insurance coverage which is substantially identical to the insurance coverage to which he otherwise would be entitled as an employee, and also will pay to Mr. Diehl (or to his spouse if he would predecease his spouse) an annual gross-up payment with respect to each year during such five consecutive year period in an amount equal to the amount of U.S. federal, state and local income tax at the highest applicable marginal rate that would be applicable to Mr. Diehl’s or his spouse’s receipt of the benefit. Mr. Diehl’s death during such five consecutive year period will not affect his spouse’s right to the continuation of the benefit through the expiration of the five year period. Mr. Diehl and his spouse, however, would be required to enroll with Medicare, if at any time during the five year period he or she shall attain age 65, in which case the costs for Part B, Part C and Part D shall be paid by Mr. Diehl or his spouse and reimbursed by the Bank.
Pursuant to the Amendment, the five (5) year periods described in the preceding paragraph have been amended and extended to ten (10) year periods.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (a) | Not applicable |
| (b) | Not applicable |
| (c) | Not applicable |
| (d) | Exhibits. |
| Exhibit Number | Description |
| 10.1 | First Amendment to Amended and Restated Employment Agreement dated December 21, 2023 between Muncy Columbia Financial Corporation, Journey Bank and Lance O. Diehl |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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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: December 21, 2023 | Muncy Columbia Financial Corporation | |
| By: | /s/ Jeffrey T. Arnold | |
| Name: | Jeffrey T. Arnold, CPA, CIA | |
| Title: | Executive Vice President and Treasurer | |
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