8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 30, 2021

THE COMMUNITY FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-36094	52-1652138
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

3035 Leonardtown Road, Waldorf, MD, 20601

(Address of principal executive offices) (Zip Code)

(301) 645-5601

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	TCFC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 30, 2021, Community Bank of the Chesapeake (the “Bank”), the wholly owned subsidiary of The Community Financial Corporation, extended the term of the consulting agreement by and between the Bank and James F. Di Misa (“Agreement”) through September 30, 2021. In addition to extending the term of the Agreement through September 30, 2021 (“extended term”), the Agreement was amended to reflect the payment arrangement during the extended term, as well as requests for services following the expiration of the extended term.

The foregoing description of the amendment is a summary and it is qualified in its entirety by the amendment to the consulting agreement filed as Exhibit 10.1 hereto which is incorporated herein by reference.

Item 9.01 Financial Statements and Other Exhibits.

(d)	Exhibits
	Number	Description
	10.1	Amendment #3 to the Consulting Agreement by and between Community Bank of the Chesapeake and James Di Misa
	104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

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.

		THE COMMUNITY FINANCIAL CORPORATION
Date:	July 6, 2021	By:
			William J. Pasenelli
			Chief Executive Officer

EX-10.1

Exhibit 10.1

AMENDMENT NUMBER 3 TO THE CONSULTING AGREEMENT BY AND BETWEEN

COMMUNITY BANK OF THE CHESAPEAKE AND JAMES F. DI MISA

This amendment to the consulting agreement by and between Community Bank of the Chesapeake (the "Bank") and James F. Di Misa (the "Consultant") is entered into on June 30, 2021 (the "Amendment Number 3").

WHEREAS, the Bank and the Consultant entered into a consulting arrangement ("Consulting Agreement") on April 1, 2019 and subsequently extended the term of the Consulting Agreement through June 30, 2021; and

WHEREAS, the Bank requires the Consultant's services for an additional three months and thereby wishes to further extend the Consulting Agreement through September 30, 2021; and

WHEREAS, the Consulting Fee (as such term is defined in Section 2(a) of the Agreement) will be $17,500.00 effective July 1, 2021.

NOW, THEREFORE:

1. Effective June 30, 2021, Section 2(a) of the Agreement is hereby amended by deleting the last three sentences in Section 2(a) and replacing those sentences with the following new language:

'"If this Agreement is extended beyond September 30, 2021, the Consultant will be compensated on an hourly basis for actual hours worked and billed to the Bank. The Consultant's hourly fee will be $150 per hour. Consultant will be paid within 30 days of the Bank's receipt and approval of an invoice for hours billed."

2. Effective June 30, 2021, Section l(a) shall be deleted in its entirety and replaced with the following new Section l(a):

"The Consultant shall provide consulting services through September 30, 2021, unless sooner terminated by the Parties or extended by the Bank. Any extension will be the "Consulting Period" for purposes of Section 3 of this Agreement."

3. All other provisions of the Agreement will remain in full force and effect

4. The term of the Agreement is extended through September 30, 2021, unless otherwise terminated sooner or extended.

IN WITNESS WHEREOF, the Bank has caused this Amendment Number 3 to be executed by its duly authorized representative and Consultant has signed this Amendment Number 3 effective as of the date first above written.

   

XML

Cover	Jun. 30, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2021
Entity File Number	001-36094
Entity Registrant Name	THE COMMUNITY FINANCIAL CORPORATION
Entity Central Index Key	0000855874
Entity Tax Identification Number	52-1652138
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	3035 Leonardtown Road
Entity Address, City or Town	Waldorf
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20601
City Area Code	(301)
Local Phone Number	645-5601
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	TCFC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable