CONNECTONE BANCORP, INC. (NASDAQ:CNOB) 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
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Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Executive Officer Employment Agreements
On June 1, 2017, the Registrant and ConnectOne Bank (the Bank),
the Registrants wholly owned subsidiary and a New Jersey state
chartered commercial bank (collectively, the Employer), entered
into (i) a Second Amended and Restated Employment Agreement with
Frank S. Sorrentino, the Registrants Chairman, Chief Executive
Officer and President; (ii) an Amended and Restated Employment
Agreement with William S. Burns, the Registrants Executive Vice
President and Chief Financial Officer; (iii) an Employment
Agreement with Elizabeth Magennis, the Registrants Executive Vice
President and Chief Lending Officer; and (iv) an Employment
Agreement with Christopher J. Ewing, the Registrants Executive
Vice President and Chief Operations Officer (collectively, the
Executive Agreements).
Term. The Executive Agreements are effective immediately
and have an initial term of three years with automatic one year
extensions, unless terminated sooner by either party in
accordance with the Executive Agreement.
Compensation. Under each of the Executive Agreements,
the executives will be entitled to receive annual base salary
amounts as follows: Mr. Sorrentino: $735,000; Mr. Burns:
$381,000; Ms. Magennis: $352,000 and Mr. Ewing: $310,000. Each
executive is eligible to participate in the Employers incentive
plans as are made available to the Employers executive officers.
Benefits. The executives are entitled to a cash allowance in the
amount of $1,250 per month (in the case of Mr. Sorrentino) and
$750 per month (in the case of each of Mr. Burns, Ms. Magennis
and Mr. Ewing) for an automobile for use in connection with the
Employers business.
Severance Payments. If the executives employment with
the Employer terminates due to a termination without cause or
resignation for good reason, and the executive executes a general
release of claims in favor of the Employer, the executive will
receive: (i) a lump sum cash payment equal to two and a half
(2.5) times (in the case of Messrs. Sorrentino and Burns), one
and a half (1.5) times (in the case of Ms. Magennis) and
three-fourths (0.75) times (in the case of Mr. Ewing) the sum of
the executives current base salary and target cash bonus; (ii) a
prorated bonus for the year of termination and (iii) continued
health and welfare benefits for up to 18 months.
If such a termination occurs within two years following a change
in control of the Registrant, and the executive executes a
general release of claims in favor of the Employer, the executive
will receive: (i) a lump sum cash payment equal to three (3)
times (in the case of Messrs. Sorrentino and Burns), two (2)
times (in the case of Ms. Magennis) and one (1) times (in the
case of Mr. Ewing) the sum of the executives current base salary
and target cash bonus; (ii) a prorated bonus for the year of
termination and (iii) continued health and welfare benefits for
up to 18 months.
In the event of any potential exposure to excise taxes under
Section 280G or 4999 of the Code, the Executive Agreements
provide that such payments and benefits either will be paid in
full or reduced to a level such that the excise taxes are not
imposed, whichever provides a better after-tax result for the
executive.
Restrictive Covenants. Each of the Executive Agreements
provide that for one year following the termination of employment
for any reason, the executive will not compete with the Employer
and will not solicit the Employers employees, consultants, other
service providers, clients or customers. The Executive Agreements
also contain standard perpetual confidentiality provisions.
The foregoing summary of the Executive Agreements is qualified in
its entirety by reference to the agreements themselves, which are
attached to this Current Report as Exhibits 10.1, 10.2, 10.3 and
10.4, respectively, and which are incorporated by reference in
their entirety into this Item 5.02.
The following is filed as an Exhibit to this Current Report on
Form 8-K:
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
10.1Second Amended and Restated Employment Agreement by and among
ConnectOne Bancorp, Inc., ConnectOne Bank and Frank S. Sorrentino
III dated June 1, 2017
10.2Amended and Restated Employment Agreement by and among
ConnectOne Bancorp, Inc., ConnectOne Bank and William S. Burns
dated June 1, 2017
10.3Employment Agreement by and among ConnectOne Bancorp, Inc.,
ConnectOne Bank and Elizabeth Magennis dated June 1, 2017
10.4Employment Agreement by and among ConnectOne Bancorp, Inc.,
ConnectOne Bank and Christopher J. Ewing dated June 1, 2017
About CONNECTONE BANCORP, INC. (NASDAQ:CNOB)
ConnectOne Bancorp, Inc. is a bank holding company of ConnectOne Bank (the Bank), a New Jersey-chartered commercial bank. The Company operates in community bank segment. The Bank offers a range of deposit and loan products, and services to the general public, small and middle-sized businesses, local professionals, and individuals residing, working and conducting business in its trade area. The Bank, through its subsidiary, Center Financial Group LLC, provides financial services, including brokerage services, insurance and annuities, mutual funds and financial planning. The Bank’s products and services include personal and business checking accounts, retirement accounts, money market accounts, time and savings accounts, credit cards, wire transfers, access to automated teller services, Internet banking, Treasury Direct, ACH origination, lockbox services and mobile banking by phone. It offers safe deposit boxes.