Edgar Filing: MID PENN BANCORP INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[GRAPHIC OMITTED]
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): August 31, 2007

MID PENN BANCORP, INC.
[GRAPHIC OMITTED]
(Exact name of registrant as specified in its charter)

Pennsylvania 1-13677 25-1666413
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) No.)

349 Union Street, Millersburg, Pennsylvania 17061
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(Address of principal executive offices) (Zip Code)

(717) 692.2133
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(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

| | 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))

CURRENT REPORT ON FORM 8-K

Item 1.01 Entry into a Material Definitive Agreement

The Registrant's wholly-owned subsidiary, Mid Penn Bank (the "Bank")
entered into an Executive Employment Agreement (the "Agreement") with Alan W.
Dakey, the Registrant's and Bank's President and Chief Executive Officer dated
as of August 31, 2007. For a brief description of the material terms and
conditions of the Agreement, please refer to Item 5.02 which is incorporated
herein by reference, and to the copy of the Agreement filed herewith as Exhibit
99.1 and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers, Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

1. The initial term of the Agreement is two years. The agreement
shall automatically renew for an additional two years at the
end of each two year term unless notice is given by either the
Bank or Mr. Dakey prior to the first day of June preceding the
first anniversary date within the current term;

2. Mr. Dakey shall serve as President and Chief Executive Officer
of the Bank;

3. Mr. Dakey shall receive an initial base salary of $175,000
subject to yearly adjustment and customary withholdings and
taxes;

4. Mr. Dakey shall be eligible to participate in any incentive
compensation plans available to other executive officers;

5. Mr. Dakey shall be entitled to participate in all employee
benefit plans available to its senior executives including the
Bank's split dollar life insurance plan, salary continuation
agreement, executive deferred salary and bonus agreements,
survivor income agreement and retirement bonus plan for the
board of directors.

6. Mr. Dakey shall be entitled to not less than four weeks of
paid vacation each year;

7. Mr. Dakey shall be entitled to receive such perquisites,
including club memberships, as the board of directors shall
deem appropriate;

8. The Agreement contains certain customary confidentiality
provisions;

9. Mr. Dakey is restricted from competing with the Bank within 25
miles of any banking office for 1 year after termination of
the agreement unless the termination results from a change in
control of the Bank;

10. The Agreement contains certain customary non-solicitation
language related to employees and customers for 1 year after
of the agreement unless the termination results from a change
in control of the Bank;

11. If Mr. Dakey's employment is terminated due to early
retirement, normal retirement, death, disability or for cause,
each as defined in the Agreement, he shall receive his salary
through the date of termination. Further, except in the case
of termination for cause, the Bank may pay Mr. Dakey certain
prorated incentive awards or may accelerate certain equity
awards.

12. If Mr. Dakey terminates his employment for good reason or is
terminated without cause, as defined in the Agreement, the
Bank shall pay him 24 months of salary and benefits for 24
months.

13. If Mr. Dakey is terminated as a result of a change in control,
as defined in the Agreement, the Bank shall pay him a lump sum
amount equal to 2.5 times his highest salary during the prior
3 year period and maintain certain health and welfare benefits
for twenty-four months. This payment may be reduced based on
restrictions under the Internal Revenue Code Section 208G.

For further information, please refer to the copy of the Agreement
filed herewith as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(a) Financial Statements and Exhibits

None.

(b) Pro Forma Financial Information

None.

(d) Exhibits.

Exhibit Number Description
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99.1 Executive Employment Agreement between Mid Penn Bank
and Alan W. Dakey dated as of August 31, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.

MID PENN BANCORP, INC.
(Registrant)

Dated: September 5, 2007 /s/ Alan W. Dakey
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President and Chief Executive Officer