Ameris Bancorp (NASDAQ:ABCB) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The information provided in Item 5.02 of this Current Report on Form 8-K regarding the Severance Protection Agreement (as defined below) is incorporated into this Item 1.01 by this reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Ameris Bancorp (the “Company”) has appointed William D. McKendry as Executive Vice President and Chief Risk Officer of both the Company and Ameris Bank, the wholly-owned banking subsidiary of the Company. Mr. McKendry’s chief responsibilities will include the oversight of risk management, internal audit, compliance, loan review and valuation services. Mr. McKendry has more than 25 years of banking and financial industry experience, with his most recent experience coming as Executive Vice President and Chief Risk Officer at Bank of North Carolina in High Point, North Carolina, a position he held since 2011. Prior to that time, he served as Senior Vice President and Deputy General Auditor of First Citizens Bancshares in Raleigh, North Carolina, from 2004 until 2011.
In connection with Mr. McKendry’s appointment, Stephen A. Melton will be transitioning from that same position with the Company to the new role of Executive Vice President and General Counsel of the Company and Ameris Bank. Following a brief transition period, Mr. Melton’s principal duties will relate to the oversight and management of all litigation and other legal matters involving the Company and its subsidiaries. Mr. Melton is a 1975 graduate of the University of Georgia School of Law.
On October 3, 2017, Mr. McKendry, the Company and Ameris Bank entered into a Severance Protection and Restrictive Covenants Agreement (the “Severance Protection Agreement”), which provides certain benefits to Mr. McKendry upon the termination of his employment. The Severance Protection Agreement will be in effect for a period of two years, except that its term will automatically be extended as and to the extent necessary so that it does not expire prior to the first anniversary of a “change of control” (as defined therein).
The Severance Protection Agreement provides that, in the event of termination of Mr. McKendry’s employment by the Company without “cause” (as defined therein) or by Mr. McKendry for “good reason” (as defined therein), the Company will pay to him, in addition to certain accrued but unpaid amounts, (i) equal installments in accordance with the Company’s normal payroll practices totaling an amount equal to one-and-one-half times the sum of (A) Mr. McKendry’s base salary, which is initially $300,000, and (B) his target cash bonus for the year in which his termination occurred; (ii) a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals; and (iii) reimbursement for any monthly COBRA premium paid for a period of as many as 18 months. In the event of termination of Mr. McKendry’s employment on account of his death or disability, the Company will pay to him (or his estate or beneficiaries), in addition to certain accrued but unpaid amounts, a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals.
In addition, if, within one year following a change of control of the Company, Mr. McKendry’s employment is terminated by the Company without cause or by Mr. McKendry for good reason, then under the Severance Protection Agreement the Company will pay to him, in addition to certain accrued but unpaid amounts, (i) a lump sum equal to two times the sum of (A) Mr. McKendry’s base salary and (B) his target cash bonus for the year in which his termination occurred; (ii) a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals; and (iii) reimbursement for any monthly COBRA premium paid for a period of as many as 18 months.
The Severance Protection Agreement also includes certain restrictive covenants that limit Mr. McKendry’s ability to compete with the Company and to solicit, or attempt to solicit, certain customers and any employee of the Company and its subsidiaries and affiliates for a period of 18 months after termination or to divulge certain confidential information concerning the Company for any purpose other than as necessary in performance of his duties to the Company.
The forgoing summary description of the Severance Protection Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Protection Agreement, a copy of which is attached hereto and incorporated herein by this reference.
| Item 9.01 | Financial Statements and Exhibits. |
Ameris Bancorp ExhibitEX-10.1 2 v476589_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SEVERANCE PROTECTION AND RESTRICTIVE COVENANTS AGREEMENT THIS SEVERANCE PROTECTION AND RESTRICTIVE COVENANTS AGREEMENT (this “Agreement”) is made and entered as of the 3rd day of October,…To view the full exhibit click here
About Ameris Bancorp (NASDAQ:ABCB)
Ameris Bancorp is a financial holding company. The Company’s business is conducted through its banking subsidiary, Ameris Bank (the Bank), which provides a range of banking services to its retail and commercial customers. The Company operates through four segments: the Banking Division, the Retail Mortgage Division, the Warehouse Lending Division and the SBA Division. The Banking Division is engaged in the delivery of financial services, which include commercial loans, consumer loans and deposit accounts. The Retail Mortgage Division is engaged in the origination, sales and servicing of one- to four-family residential mortgage loans. The Warehouse Lending Division is engaged in the origination and servicing of warehouse lines to other businesses that are secured by underlying one- to four-family residential mortgage loans. The SBA Division is engaged in the origination, sales and servicing of small business administration (SBA) loans.