UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 12, 2007
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FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
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(Exact name of Registrant as specified in its charter)
Maryland 0-31957 38-0135202
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
100 S. Second Ave., Alpena, Michigan 49707
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(Address of principal executive offices)
(989) 356-9041
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Registrant's telephone number, including area code
Not Applicable
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(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))
Item 1.01. Entry into a Material Definitive Agreement.
Change in Control Agreements. Effective October 12, 2007, the board of directors
of First Federal of Northern Michigan (the "Bank"), the wholly-owned subsidiary
of First Federal of Northern Michigan Bancorp, Inc., updated the
change-in-control agreements with Martin A. Thomson, President and Chief
Executive Officer and Michael W. Mahler, President and Chief Operating Officer
to bring them into compliance with Section 409A of the Internal Revenue Code
(the "Code"). These officers entered into substantially identical
change-in-control agreements.
Following a change-in-control of the Company or the Bank, an officer is entitled
to a payment under the change-in-control agreement if the officer's employment
is involuntarily terminated during the term of such agreement, other than for
cause, as defined, death or disability. Involuntary termination includes the
officer's termination of employment during the term of the agreement and
following a change-in-control as the result of a demotion, loss of title, office
or significant authority, reduction in the officer's annual compensation or
benefits, or relocation of the officer's principal place of employment by more
than 25 miles from its location immediately prior to the change-in-control. In
addition, for the first 12 months following a change-in-control, if the Bank (or
the Bank's successor) fails to renew the change-in-control agreement, the
officer can voluntarily resign and receive the severance payment.
In the event that an officer who is a party to a change-in-control agreement is
entitled to receive payments pursuant to the change-in-control agreement, the
officer will receive a cash payment of up to a maximum of two times the sum of
base salary and highest rate of bonuses awarded to the officer over the prior
three years, subject to applicable withholding taxes within sixty days of the
officer's date of his termination. If the officer is a "specified employee" as
defined in Code Section 409A, the cash severance payment will be made on the
first day of the seventh month following the officer's termination of
employment. For purposes of Code Section 409A, the officer's termination of
employment must constitute a separation from service. In addition to the
severance payment, each covered officer is entitled to receive life insurance
and non-taxable medical and dental coverage for a period of up to 24 months from
the date of termination, as well as a lump-sum payment equal to the excess, if
any, of (a) the present value of benefits to which the officer would be entitled
under the Bank's defined benefit plan if the officer had the additional years of
service that he would have had if he had continued working for the Bank for 24
months following his termination, over (b) the present value of the benefits to
which the officer is actually entitled under the Bank's defined benefit plan as
of the date of his termination. Notwithstanding any provision to the contrary in
the change-in-control agreement, payments under the change-in-control agreements
are limited so that they will not constitute an excess parachute payment under
Code Section 280G.
The change-in-control agreements for Messrs. Thomson and Mahler will be attached
as Exhibits 10.1 and 10.2, respectively, to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 2007. The above description of the
agreements is qualified by reference to the agreements themselves.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Shell company transactions: None
(d) Exhibits:
Exhibit 10.1: Change in Control Agreement for Martin A. Thomson (to be
filed supplementally)
Exhibit 10.2: Change in Control Agreement for Michael W. Mahler (to be
filed supplementally)
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.
FIRST FEDERAL OF NORTHERN MICHIGAN
BANCORP, INC.
Date: October 18, 2007 By: /s/ Amy E. Essex
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Amy E. Essex
Chief Financial Officer
(Duly Authorized Representative)