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): April 1, 2008

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[GRAPHIC OMITTED]
(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 entered into a Key Executive Management Change of
Control Agreement (the "Agreement") with Kevin W. Laudenslager, the Registrant's
Treasurer and the Bank's Executive Vice President and Chief Financial Officer
dated as of April 1, 2008. 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 term of the Agreement is for as long as Mr. Laudenslager
remains a "Key Executive" as defined in the Agreement;

2. The Agreement restricts Mr. Laudenslager from competing with
the Corporation if his employment is terminated as a result of
a "change of control" (as defined in the Agreement);

3. Mr. Laudenslager is restricted from soliciting employees or
customers as a result if his employment is terminated for any
reason;

4. If Mr. Laudenslager's employment is terminated with "cause"
(as defined in the Agreement) or by him without "good reason"
(as defined in the Agreement) in conjunction with a change of
control, he shall not receive any benefits under the
Agreement; and

5. If Mr. Laudenslager's employment is terminated without "cause"
(as defined in the Agreement) or by him with "good reason" (as
defined in the Agreement) in conjunction with twenty-four
months of a change of control, then he shall receive a lump
sum cash payment equal to two (2) times his highest annual
salary during the three (3) years prior to the effective date
of termination and health and insurance benefits for a period
of twelve (12) months following termination.

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 Key Executive Management Change of Control Agreement
between Mid Penn Bancorp, Inc. and Kevin W. Laudenslager
dated as of April 1, 2008.

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: April 1, 2008 /s/ Alan W. Dakey
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Alan W. Dakey
President and Chief Executive Officer