sct8k.htm
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): February
8, 2007
Southern
Connecticut Bancorp, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Connecticut
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000-49784
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06-1609692
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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215
Church Street
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New
Haven, Connecticut
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06510
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(203) 782-1100
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (ee General
Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
February 8, 2008, Southern Connecticut Bancorp, Inc. and its subsidiary The Bank
of Southern Connecticut entered into an employment agreement with John H.
Howland effective January 1, 2008. The material terms of the
agreement are summarized on Item 5.02 of this report.
ITEM
5.02. COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On
February 8, 2008, Southern Connecticut Bancorp, Inc. and its subsidiary The Bank
of Southern Connecticut (the “Company”) entered into an employment agreement
with John H. Howland effective January 1, 2008 (the
“Agreement”). The following description of the Agreement is a summary
of its material terms and does not purport to be complete, and is qualified in
its entirety by reference to the Agreement which is filed as Exhibit 10.1 to
this current report on Form 8-K.
Under the
Agreement, Mr. Howland will serve as the Executive Vice President and Chief
Operating Officer of the Company through December 31, 2009, unless the Company
terminates the Agreement earlier under the terms of the
Agreement. Mr. Howland will receive an annual base salary of $180,000
from January 1, 2008 to December 31, 2008 and $200,000 for the calendar year
2009. Mr. Howland will be eligible for salary increases and other
merit bonuses at the discretion of the Company’s board of
directors.
Mr.
Howland will receive 6,000 shares of restricted stock that will vest 50% on
December 31, 2008 and 50% on December 31, 2009. Mr. Howland will be
provided with health and life insurance, will be reimbursed for certain business
expenses, and will be eligible to participate in the profit sharing or 401(k)
plan of the Company (or its subsidiary).
If Mr.
Howland’s employment is terminated as a result of a "Business Combination"
(as defined in the Agreement), Mr. Howland will, subject to certain conditions,
be entitled to receive a lump sum payment in an amount equal to two times the
total of the Employee's then current base annual salary plus the amount of any
bonus for the prior calendar year in the event that the employee is not offered
a position with the remaining entity at the Employee's then current base annual
salary. Mr. Howland will also be entitled to a continuation of benefits
under the Agreement for the balance of the unexpired term of his employment,
which will be paid at his option as a lump sum payment or ratably over the
balance of the unexpired term.
If Mr.
Howland’s employment is terminated for any reason (other than for cause, or as
the result of his death or disability), he will be entitled to a continuation of
benefits under the Agreement for the balance of the unexpired term of his
employment, which will be paid at his option as a lump sum payment or ratably
over the balance of the unexpired term.
ITEM
9.01 Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date:
February 13, 2008
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SOUTHERN
CONNECTICUT BANCORP, INC.
/s/ Michael
M. Ciaburri
Michael
M. Ciaburri
President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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