CARDINAL FINANCIAL CORPORATION (NASDAQ:CFNL) 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.
As contemplated by the parties in connection with the negotiation
and execution of the Agreement and Plan of Reorganization, dated
as of August 17, 2016 (the Merger Agreement), by and among United
Bankshares, Inc. (United), UBV Holding Company, LLC, and Cardinal
Financial Corporation (the Company or Cardinal), providing for
the proposed acquisition of the Company by United to the merger
of the Company with and into UBV Holding Company, LLC (the
Merger), the Company and certain of its executive officers
entered into amendments to such officers respective employment
agreements as described below.
Bernard H. Clineburg
On December 21, 2016, the Executive Employment Agreement, dated
as of November 1, 2010, as amended, between the Company and
Bernard H. Clineburg (the Clineburg Employment Agreement), was
further amended to: (i) state that on or before March 15, 2017,
the Company will transfer ownership of Mr. Clineburgs
Company-owned automobile to Mr. Clineburg, and (ii) extend the
period of Mr. Clineburgs covenant not to compete with the Company
from one year to two years from the later of the date that Mr.
Clineburg is no longer employed by the Company or the date of
entry of a final judgment enforcing the covenant not to compete
with the Company in the event of a breach by Mr. Clineburg (the
Clineburg Amendment). Except as set forth in the Clineburg
Amendment, the Clineburg Employment Agreement is unchanged and
remains in full force and effect.
The foregoing description of the Clineburg Amendment is qualified
in its entirety by reference to the Clineburg Amendment, a copy
of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Christopher W. Bergstrom
On December 22, 2016, the Executive Employment Agreement, dated
as of February 12, 2002, as amended, between the Company and
Christopher W. Bergstrom (the Bergstrom Employment Agreement),
was further amended to: (i) require a one-time lump sum payment
of $1,350,000 to be paid by Cardinal to Mr. Bergstrom in December
2016, conditioned on the waiver by Mr. Bergstrom of the right to
assert good reason (as defined in the Bergstrom Employment
Agreement) termination based solely upon the changes to his
employment terms and conditions contemplated by the Merger
Agreement and his separate employment agreement with United (the
Bergstrom 2016 Payment); (ii) require a one-time lump sum payment
of $1,190,500 to be paid by Cardinal to Mr. Bergstrom at the
effective time of the Merger, provided that he remains employed
with Cardinal through such date, subject to accelerated vesting
and payment protections upon termination of Mr. Bergstrom by
Cardinal without cause or upon resignation by Mr. Bergstrom for
good reason (as such terms are defined in the Bergstrom
Employment Agreement) prior to the effective time of the Merger
(the Bergstrom 2017 Payment); (iii) specify that (A) the term
average compensation as used in certain sections of the Bergstrom
Employment Agreement with respect to calculation of severance pay
under certain circumstances thereunder shall not include the
Bergstrom 2016 Payment or Bergstrom 2017 Payment and (B) any
payment to which Mr. Bergstrom may be entitled in the event of
certain terminations as set forth in certain sections of the
Bergstrom Employment Agreement shall be reduced by the amount of
the Bergstrom 2016 Payment and Bergstrom 2017 Payment; and (iv)
provide that the Bergstrom Employment Agreement shall terminate
effective upon the effective date of an employment agreement
entered into between United and Mr. Bergstrom (the Bergstrom
Amendment). Except as set forth in the Bergstrom Amendment, the
Bergstrom Employment Agreement is unchanged and remains in full
force and effect.
The foregoing description of the Bergstrom Amendment is
qualified in its entirety by reference to the Bergstrom
Amendment, a copy of which is attached hereto as Exhibit 10.2
and incorporated herein by reference.
Alice P. Frazier
On December 20, 2016, the Executive Employment Agreement, dated
as of March 17, 2010, as amended, between the Company and Alice
P. Frazier (the Frazier Employment Agreement), was further
amended to: (i) state that on or before March 15, 2017, the
Company will transfer ownership of Ms. Fraziers Company-owned
automobile to Ms. Frazier; (ii) delay the commencement of
certain severance payments in the event of a termination or
change in control under certain circumstances from 30 days
after the date Ms. Frazier delivers to Cardinal a customary
release of claims to 60 days after the date of termination of
her employment, provided a customary release of claims has
previously been delivered by Ms. Frazier to Cardinal; and (iii)
specify that the definition of the term change in control must
constitute an event described in Treasury Regulations section
1.409A-3(a)(5) (the Frazier Amendment). Except as set forth in
the Frazier Amendment, the Frazier Employment Agreement is
unchanged and remains in full force and effect.
The foregoing description of the Frazier Amendment is qualified
in its entirety by reference to the Frazier Amendment, a copy
of which is attached hereto as Exhibit 10.3 and incorporated
herein by reference.
Item 8.01 Other Events.
The information under Item 5.02 is incorporated by reference
into this Item 8.01.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
|
ExhibitNo. |
|
Description |
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10.1 |
Amendment of the Executive Employment Agreement, dated |
|
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10.2 |
Amendment of the Executive Employment Agreement, dated |
|
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10.3 |
Amendment of the Executive Employment Agreement, dated |
Additional Information About the Merger and Where to
Find It
In connection with the proposed Merger, United has filed with
the Securities and Exchange Commission (the SEC) a registration
statement on Form S-4 that includes a preliminary joint proxy
statement/prospectus. United and Cardinal will deliver a
definitive joint proxy statement/prospectus to their respective
shareholders seeking their approval of the Merger and related
matters. In addition, each of United and Cardinal may file
other relevant documents concerning the proposed Merger with
the SEC. Investors and shareholders of United and Cardinal are
urged to read the registration statement on Form S-4 and the
definitive joint proxy statement/prospectus (when it becomes
available) and any other relevant documents to be filed with
the SEC in connection with the proposed Merger because they
will contain important information about Cardinal, United, the
Merger, the persons soliciting proxies in the Merger and their
interests in the Merger and related matters. Investors will be
able to obtain all documents filed with the SEC by United and
Cardinal free of charge at the SECs Internet site
(http://www.sec.gov). In addition, documents filed with the SEC
by United will be available free of charge from the Corporate
Secretary of United Bankshares, Inc., 514 Market Street,
Parkersburg, West Virginia 26101; telephone (304) 424-8800.
Documents filed with the SEC by Cardinal will be available free
of charge from the Corporate Secretary of Cardinal Financial
Corporation, 8270 Greensboro Drive, Suite 500, McLean, Virginia
22207; telephone (703) 584-3400. The definitive joint proxy
statement/prospectus (when it becomes available) and the other
documents may also be obtained for free by accessing Uniteds
website at www.ubsi-inc.com under the tab Investor Relations
and then under the heading SEC Filings or by accessing
Cardinals website at www.cardinalbank.com under the tab About
Us and then under the heading Investor Relations and SEC
Filings. You are urged to read the definitive joint proxy
statement/prospectus carefully before making a decision
concerning the Merger.
Participants in the Transactions
Cardinal, United and their respective directors, executive
officers and certain other members of management and employees
may be deemed participants in the solicitation of proxies from
Cardinals shareholders in favor of the Merger. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the Cardinal
shareholders in connection with the proposed Merger will be set
forth in the definitive joint proxy statement/prospectus when
it is filed with the SEC.
You can find information about Cardinals executive officers and
directors in its Annual Report on Form 10-K for the year ended
December 31, 2015 and in its definitive proxy statement filed
with the SEC on March 24, 2016. You can find information about
the executive officers and directors of United in its Annual
Report on Form 10-K for the year ended December 31, 2015 and in
its definitive proxy statement filed with the SEC on April 1,
2016. You can obtain free copies of these documents from
Cardinal or United using the contact information above.
About CARDINAL FINANCIAL CORPORATION (NASDAQ:CFNL)
