Bank of Commerce Holdings (NASDAQ:BOCH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 20, 2016, the boards of directors of Bank of Commerce
Holdings (the Company) and its wholly owned subsidiary Redding
Bank of Commerce (the Bank, and together with the Company, BOCH)
approved employment agreements for certain of BOCHs executive
officers, and the board of directors of the Company approved and
adopted certain policies and a set of guidelines as part of the
Companys ongoing corporate governance program.
The terms of the agreements are for three (3) years, each
agreement replaces a similar agreement under which each executive
is currently employed, and each agreement will be effective on
January 6, 2017. Certain material terms of the agreements are
described below. Such summary does not purport to include all of
the provisions of the agreements and is qualified in its entirety
by reference to the employment agreements filed herewith as
Exhibits 10.1 through 10.5. All capitalized terms used but not
defined herein have the meanings ascribed to them in the
respective agreements.
Randall S. Eslick. Mr. Eslick is the President and Chief
Executive Officer of BOCH. The employment agreement provides for
an annual base salary of $415,000, with subsequent increases
subject to the discretion of BOCHs Executive Compensation
Committee. Mr. Eslick is eligible to receive (i) an annual bonus
to BOCHs short-term incentive program and (ii) an annual equity
award to BOCHs long-term incentive program. Mr. Eslick (iii) is
entitled to participate in employee benefits and plans for which
he may be eligible, and he will receive (iv) certain perquisites
including a company automobile and reimbursement of reasonable
country club dues, (v) health and life insurance benefits,
subject to eligibility requirements, and (vi) paid vacation.
Mr. Eslicks employment agreement provides that if his employment
is terminated for Cause, or for other specified reasons, he shall
not be entitled to any severance pay.
If Mr. Eslicks employment is terminated for Good Reason, or for
other specified reasons, he shall be entitled to severance pay in
an amount equal to one times (1.0x) his then Total Compensation
Package plus any accrued incentive awards and vacation accrued
to, but not taken, as of the date of the termination, to be paid
in one lump sum.
In the event there is a Change in Control, and Mr. Eslicks
employment is terminated by himself for Good Reason or by BOCH
without Cause, in each case within twelve (12) months either (a)
after Mr. Eslicks employment has terminated or (b) following a
change in control, Mr. Eslick shall be entitled to be paid, in a
single lump sum, severance equal to two times (2.0x) his then
Total Compensation Package as of the date of his termination,
provided; that, in the event his employment has terminated
and he has been paid a severance benefit, such change in control
benefit shall be reduced by the amount of the severance benefit
previously paid.
In the event of termination for a reason other than a change in
control, Mr. Eslick is prohibited from soliciting the Banks
clients for a period of one year. The agreement further provides
that Mr. Eslicks compensation is subject to recoupment or
clawback under any applicable BOCH policy or as required by law,
and payments to be received by Mr. Eslick will be limited to less
than the amount that would cause them to be an excess parachute
payment within the meaning of Section 280G(b)(2)(A) of the
Internal Revenue Code.
James A. Sundquist. Mr. Sundquist is the Executive
Vice President and Chief Financial Officer of BOCH. Except as set
forth below, the employment agreement for Mr. Sundquist is
substantially the same as the agreement for Mr. Eslick.
The employment agreement provides for an annual base salary of
$265,000. In the event there is a Change in Control, and Mr.
Sundquists employment is terminated by himself for Good Reason or
by BOCH without Cause, in each case within twelve (12) months
either (a) after Mr. Sundquists employment has terminated or (b)
following a change in control, Mr. Sundquist shall be entitled to
be paid, in a single lump sum, severance equal to two (2) years
salary at that salary rate being paid to Mr. Sundquist as of the
date of his termination together with an amount equal to one
times (1.0x) the average of the Annual Bonus paid to Mr.
Sundquist for services during the preceding three (3) calendar
years (or his period of employment, if less than three (3)
years), provided; that, in the event his employment has
terminated and he has been paid a severance benefit, such change
in control benefit shall be reduced by the amount of the
severance benefit previously paid.
Samuel D. Jimenez. Mr. Jimenez is the Executive
Vice President and Chief Operating Officer of BOCH. Except as set
forth below, the employment agreement for Mr. Jimenez is
substantially the same as the agreement for Mr. Sundquist.
The employment agreement provides for an annual base salary of
$280,000. Mr. Jimenez will receive a monthly automobile allowance
in lieu of being provided with an automobile.
Robert H. Muttera. Mr. Muttera is the Executive
Vice President and Chief Credit Officer of BOCH. Except as set
forth below, the employment agreement for Mr. Muttera is
substantially the same as the agreement for Mr. Sundquist.
The employment agreement provides for an annual base salary of
$250,000.
Robert J. ONeil. Mr. ONeil is the Senior Vice
President and Chief Credit Administrator of BOCH. Except as set
forth below, the employment agreement for Mr. ONeil is
substantially the same as the agreement for Mr. Eslick.
The employment agreement provides for an annual base salary of
$210,000. Mr. ONeil will receive a monthly automobile allowance
in lieu of being provided with an automobile.
In the event there is a Change in Control, and Mr. ONeils
employment is terminated by himself for Good Reason or by BOCH
without Cause, in each case within twelve (12) months either (a)
after Mr. ONeils employment has terminated or (b) following a
change in control, Mr. ONeil shall be entitled to be paid, in a
single lump sum, severance equal to one times (1.0x) his then
Total Compensation Package as of the date of his termination,
provided; that, in the event his employment has terminated
and he has been paid a severance benefit, such change in control
benefit shall be reduced by the amount of the severance benefit
previously paid.
The foregoing description of the employment agreements does not
purport to summarize all of the provisions of the documents and
is qualified in its entirety by reference to the employment
agreements, which are attached as Exhibits 10.1 through 10.5 to
this report and which are incorporated in their entirety by
reference.
Item .01 Other Events
At the December 20, 2016 meeting of the board of directors of the
Company, certain policies and a set of guidelines were approved
and adopted as part of the Companys ongoing corporate governance
program. The policies and guidelines include the following: (i)
Anti-Hedging Policy, (ii) Anti-Pledging and Margin Account
Policy, (iii) Clawback Policy, and (iv) Director and Executive
Officer Stock Ownership and Retention Guidelines.
Reference is made to the policy and guidelines documents, which
are attached as Exhibits 10.6 through 10.9 to this report and
which are incorporated in their entirety by reference.
Item 9.01 Financial Statements and Exhibits
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(d) |
Exhibits. |
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10.1 |
Employment Agreement with Randall S. Eslick dated December |
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10.2 |
Employment Agreement with James A. Sundquist dated December |
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10.3 |
Employment Agreement with Samuel D. Jimenez dated December |
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10.4 |
Employment Agreement with Robert H. Muttera dated December |
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10.5 |
Employment Agreement with Robert J. ONeil dated December |
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10.6 |
Anti-Hedging Policy. |
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10.7 |
Anti-Pledging and Margin Account Policy. |
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10.8 |
Clawback Policy. |
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10.9 |
Director and Executive Officer Stock Ownership and |
About Bank of Commerce Holdings (NASDAQ:BOCH)