form8-k.htm
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): December 23,
2008
PATHFINDER
BANCORP, INC.
(Exact
name of Registrant as specified in its charter)
Commission File
Number
000-23601
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Federal
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16-1540137
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer Identification Number)
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214 West First Street,
Oswego, NY 13126
(Address
of Principal Executive Office) (Zip Code)
(315)
343-0057
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Section 8
– Other Events
Item
8.01
On
December 23, 2008, Pathfinder Bancorp, Inc. (the “Company”), upon the
recommendation of the Company’s Compensation Committee and the approval of the
Board of Directors, executed amendments to various Company sponsored
non-qualified deferred compensation plans and agreements including the
following: the employment agreements for the Company’s chief executive officer
and general counsel; executive deferred compensation plan; director deferred
compensation plan; supplemental executive retirement plans of the current and
previous chief executive officer; and executive change of control agreements for
senior officers of the Company (collectively, “the plans”).
The sole
reason for the amendments to the plans is to achieve compliance with section
409A of the Internal Revenue Code of 1986 as amended (“Section
409A”). Section 409A generally applies to non-qualified plans which
provide for payment of compensation in a taxable year later than the taxable
year in which a recipient becomes vested in the compensation. Section
409A imposes new requirements with respect to, among other things, when
distributions may be made, deferral elections, payment elections, and the timing
of payments.
None of
the changes made to the plans as executed on December 23, 2008 affect the amount
of benefits to which the participant is or may be entitled under the
plans. Each of the plans are set forth as exhibits to the Company’s
10-K filing for the fiscal year ending December 31,
2007. The plans in their entirety, containing the
amendments for compliance with Section 409A, will be filed with the Company’s
report on Form 10-K for the period ending December 31, 2008.
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.
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Date: December
24, 2008
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By:
/s/ Thomas W. Schneider
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Thomas
W. Schneider
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President
and Chief Executive Officer
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