{"url_path":"/sec/nwfl/8-k/2026-01-05/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-01-05","source_url":"https://www.sec.gov/Archives/edgar/data/1013272/0001193125-26-001612-index.html","accession_number":"0001193125-26-001612","cik":"0001013272","ticker":"NWFL","issuer_name":"NORWOOD FINANCIAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1013272/0001193125-26-001612-index.html","primary_entity_key":"0001013272","primary_entity_name":"NORWOOD FINANCIAL CORP"},"word_count":1337,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nIn accordance with the Merger Agreement, Norwood and Wayne Bank appointed Joseph W. Carroll and Spencer J. Andress as directors of Norwood and Wayne Bank, effective as of January 5, 2026. Immediately prior to the effective time of the Merger, Messrs. Carroll and Andress were directors of PB Bankshares and Presence Bank. Mr. Carroll was appointed for a term ending at the 2028 annual meeting of shareholders and Mr. Andress was appointed for a term ending at the 2029 annual meeting of shareholders. Messrs. Carroll and Andress will be entitled to receive the same compensation paid to other non-employee directors of the Company and will be eligible for stock option and restricted stock awards under the Company’s 2024 Equity Incentive Plan. There are no understandings or arrangements between Mr. Carroll or Mr. Andress and any other person pursuant to which they were selected as directors. Such individuals have not yet been assigned to serve on committees of the boards of directors of Norwood or Wayne Bank.\n\nIn accordance with the Merger Agreement, Norwood and Wayne Bank appointed Janak M. Amin as Executive Vice President and Chief Operating Officer of Norwood and Wayne Bank, effective as of January 5, 2026. In connection with the Merger, Norwood and Wayne Bank entered into an employment agreement and a non-competition and non-solicitation agreement with Mr. Amin.\n\nEmployment Agreement. Mr. Amin entered into a three-year employment agreement with Norwood and Wayne Bank, which will supersede Mr. Amin’s current employment agreement with Presence Bank as of the effective time of the Merger. In accordance with this employment agreement, Mr. Amin will serve as Executive Vice President and Chief Operating Officer of the combined companies following the completion of the merger with an annual base salary of $400,000. In addition, Mr. Amin will receive a stay bonus payable on the six-month anniversary date of the effective time of the Merger equal to $250,000 (the “Initial Stay Bonus”), a stay bonus of $175,000 payable on the first anniversary date of the Initial Stay Bonus payment and a stay bonus of $115,000 payable on the second anniversary date of the Initial Stay Bonus Payment. The Executive will receive an additional stay bonus payment of $26,000 payable on December 1, 2027. During the term of the agreement, Mr. Amin will be eligible to receive annual and long-term incentive awards on a discretionary basis. If Mr. Amin’s employment is terminated without cause or if Mr. Amin terminates his employment for good reason (as defined in the employment agreement), he would be entitled to receive a lump sum payment equal to his then annual base salary, plus any unpaid portion of the stay bonuses under the employment agreement. If such termination of employment occurs in connection with a future change in control of Norwood or Wayne Bank, Mr. Amin would receive a severance payment equal to two times his base salary plus a pro rata annual bonus payment. The employment agreement includes non-competition and non-solicitation provisions for the benefit of Norwood and Wayne Bank which expire at the later of three years after termination of employment or the expiration date of the three-year Non-Competition and Non-Solicitation Agreement among Mr. Amin, Norwood and Wayne Bank, which commences on the effective date of the Merger. The employment agreement also includes the provision for Wayne Bank to implement a salary continuation agreement (“Wayne SERP”) which will provide Mr. Amin with a supplemental retirement payment upon retirement from Wayne Bank following continuous employment with the Bank on a full-time basis as the Bank’s Executive Vice President and Chief Operating Officer for the period from the Merger completion through Mr. Amin’s attainment of age 65 years of age or thereafter in an amount equal to $74,000 per year for ten (10) years thereafter, payable in 120 monthly payments (“Wayne SERP Benefit”). The Wayne SERP will provide that Mr. Amin will be vested in the annual financial reporting accrual amounts applicable to such Wayne SERP, which will then be payable as a monthly benefit beginning at age 65 for 120 monthly payments thereafter, in the event that he retires or otherwise terminates service as an employee of the Bank prior to his attainment of age 65, other than in the event of termination for Just Cause (as defined in the Employment Agreement) and provided that Mr. Amin complies with the non-compete and non-solicitation limitations as set forth in such Wayne SERP. In the event of Mr. Amin’s death, the Wayne SERP Benefit otherwise payable to him will be paid to his designated beneficiary.\n\nThe foregoing summary is qualified in its entirety by reference to the employment agreement which is filed herewith as Exhibit 10.1 to this Report and by the Addendum to such agreement which is filed herewith as Exhibit 10.4 to this Report, and each of which is incorporated herein by reference\n\nNon-Competition and Non-Solicitation Agreement. Mr. Amin entered into a three-year Non-Competition and Non-Solicitation Agreement with Norwood and Wayne Bank effective as of July 7, 2025 and as amended by the Addendum to such agreement dated December 31, 2025 (“the Addendum”). Such agreement provides that, for a period of three-years following the Merger, Mr. Amin will not, within a defined geographic area, associate (including as a director, officer, employee, partner, consultant, agent or advisor) with a Competitive Enterprise, as defined in the agreement, and in connection with his associations, engage, manage, operate, control, consult with or advise, or directly or indirectly consult with, advise, manage or supervise personnel engaged in any activity that is substantially similar to any activity in which he was engaged with PB Bankshares or Presence Bank prior to the Merger, or that is substantially similar to any activity for which he had direct or indirect managerial or supervisory responsibility with PB Bankshares or Presence Bank prior to the Merger. Such defined geographic area is the market areas of the Commonwealth of Pennsylvania within the counties of Chester, Cumberland, Dauphin, Lackawanna, Lancaster, Lebanon, Luzerne, Monroe, Pike and Wayne, or within the State of New York within the counties of Delaware, Sullivan, Ontario, Otsego and Yates, or any future market areas of Norwood or its subsidiaries (defined as the geographic area within fifty (50) miles of any newly established branch office\n\nor loan production office) opened by Norwood or its subsidiaries during the three-year restriction period (the “Non-Competition Restrictions”). In consideration of Mr. Amin’s obligations, agreements and covenants under this agreement, Norwood agreed to pay to Mr. Amin the aggregate sum of $1,218,701.00 (the “Consideration”) payable simultaneous with the closing of the Merger. Such payment shall be subject to applicable tax withholding as may be deemed necessary by Norwood. Mr. Amin has irrevocably waived any compensation which might otherwise become due and payable from PB Bankshares, Presence Bank, Norwood or Wayne Bank to him in accordance with the employment agreement between him and Presence Bank, dated March 1, 2021, with regard to any possible severance payments associated with any future termination of his employment with PB Bankshares, Presence Bank, Norwood or Wayne Bank upon or following the merger. Further, Mr. Amin agrees that the Consideration shall be reduced in such manner and to such extent, but not below zero dollars, so that no such payments made in good faith hereunder, when aggregated with all other payments to be made to Mr. Amin by Norwood or Wayne Bank, shall be deemed an “excess parachute payment” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (“Code”), thereby subjecting Mr. Amin to liability for the payment of the excise tax provided at Section 4999(a) of the Code.\n\nThe foregoing summary is qualified in its entirety by reference to the non-competition and non-solicitation agreement which is filed herewith as Exhibit 10.2 to this Report and by the Addendum to such agreement which is filed herewith as Exhibit 10.3 to this Report, and each of which is incorporated herein by reference."}