Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreements.
On September 30, 2021, First Federal Bank of Wisconsin (the “Bank”), the wholly owned subsidiary of FFBW, Inc. (the “Company”), entered into an employment agreement with Mr. Steven L. Wierschem (the “Executive”). The agreement has an initial term of
one year and commencing on January 16, 2022, and on each January 16 thereafter, the agreement will be renewed for an additional year so that the remaining term will be one year, unless a notice is provided to the Executive that the agreement will not
renew.
The employment agreement specifies the Executive’s base salary
will initially be $144,200. The Executive’s employment may be terminated for cause at any time, in which event the Executive would have no right to receive
compensation or other benefits for any period after termination.
Certain events resulting in the Executive’s termination or resignation entitle the Executive to payments of severance benefits following
termination of employment. In the event of the Executive’s involuntary termination for reasons other than for cause, disability or retirement, or in the event the executive resigns during the term of the agreement following (a) failure to appoint the
Executive to the executive position set forth in the agreement, (b) a material change in the Executive’s function, duties or responsibilities resulting in a reduction of the responsibility, scope, or importance of executive’s position, (c) relocation
of the Executive’s office by more than 30 miles, (d) a material reduction in the benefits or perquisites paid to the Executive unless such reduction is part of a reduction that is generally applicable to officers or employees of the Bank, or (e) a
material breach of the employment agreement by the Bank, then the Executive would be entitled to a severance payment in the form of a cash lump sum equal to fifty percent (50%) of annual base salary and fifty percent (50%) of the highest bonus paid
at any time during the prior fiscal three years. In addition, the Executive would be entitled to receive a lump sum payment equal to fifty percent (50%) of the contributions that were made on Executive’s behalf under Bank’s defined contribution plans
and the Executive would be entitled, at no expense to the Executive, to the continuation of life insurance and non-taxable medical and dental coverage for six months.
In the event of a change in control of the Bank or the Company, followed by Executive’s involuntary termination other than for cause,
disability or retirement, or resignation for one of the reasons set forth above within one year thereafter, the Executive would be entitled to a severance payment in the form of a cash lump sum equal to one times the sum of (i) the highest rate of
base salary paid to the Executive at any time, and (ii) the highest bonus paid to the Executive with respect to the three (3) completed fiscal years prior to the change of control, plus (b) a lump sum equal to one times the amount of the
contributions that were made on the Executive’s behalf under the Bank’s defined contribution plans and the Executive would be entitled, at no expense to the Executive, to the continuation of life insurance and non-taxable medical and dental coverage
for one year following the termination of employment. In the event payments made to the Executive include an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code, such payments will be cutback by the minimum dollar
amount necessary to avoid this result.
The employment agreement also provides certain death and
disability benefits.
The foregoing description of the employment agreement does not purport to be complete and it is qualified in its entirety by reference
to the form of the employment agreement attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
