CUSTOMERS BANCORP, INC. (NYSE:CUBI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CUSTOMERS BANCORP, INC. (NYSE:CUBI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 30, 2016, Customers Bancorp, Inc. (the “Company”)
and Jay S. Sidhu, the Company’s Chairman and Chief Executive
Officer, entered into an Amended and Restated Employment
Agreement (the “Sidhu Amended and Restated Agreement”), which
amends and restates Mr. Sidhu’s existing employment agreement
with the Company. In particular, the Sidhu Amended and Restated
Agreement eliminates the provisions of Mr. Sidhu’s existing
employment agreement that provided for the issuance of options or
warrants to him to acquire additional Company equity securities
in connection with certain completed acquisitions and
capital-raising transactions.
Consistent with his existing employment agreement, under the
Sidhu Amended and Restated Agreement, Mr. Sidhu will continue to
receive a minimum base salary plus a performance-based incentive
bonus and a car allowance. Mr. Sidhu also will continue to be
entitled to cash or equity incentive compensation up to the
amount of his base salary under an executive incentive plan
approved by the board of directors and to the retirement income
plan previously-established by the board of directors. The term
of the Sidhu Amended and Restated Agreement is annually extended
to another year unless Mr. Sidhu or the Company gives notice to
the contrary. Consistent with his existing employment agreement,
the Sidhu Amended and Restated Agreement provides that Mr. Sidhu
will be entitled to certain specified severance compensation and
benefits if he terminates his employment for “Good Reason” or
if his employment is terminated by the Company other than for
“Cause” or upon a “Change in Control” (as such terms are
defined in his agreement). These compensation and benefits
provisions are described in further detail in the Company’s
definitive proxy statement for its 2016 annual meeting of
shareholders, filed with the Securities and Exchange Commission
on April 1, 2016, under the caption “Employment Agreements” in
the section entitled “EXECUTIVE COMPENSATION.”
The foregoing description of the Sidhu Amended and Restated
Employment Agreement is qualified in its entirety by reference to
that agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
On December 30, 2016, the Company and Richard Ehst, the
Company’s President and Chief Operating Officer, entered into an
Amended and Restated Employment Agreement (the “Ehst Amended and
Restated Agreement”), which amends and restates Mr. Ehst’s
existing employment agreement with the Company. In particular,
the Ehst Amended and Restated Agreement eliminates the provisions
of Mr. Ehst’s existing employment agreement that provided for
the issuance of options or warrants to him to acquire additional
Company equity securities in connection with certain completed
acquisitions and capital-raising transactions.
Consistent with his existing employment agreement, under the Ehst
Amended and Restated Agreement, Mr. Ehst will continue to receive
a minimum base salary plus performance-based incentive
compensation, in cash or equity or both in amounts determined by
the board of directors under incentive plans approved by the
board. The term of the Ehst Amended and Restated Agreement is
annually extended to another year unless Mr. Ehst or the Company
gives notice to the contrary. Consistent with his existing
employment agreement, the Ehst Amended and Restated Agreement
provides that Mr. Ehst will be entitled to certain specified
severance compensation and benefits if he terminates his
employment for “Good Reason” or his employment is terminated by
the Company other than for “Cause” or upon a “Change in
Control” (as such terms are defined in his agreement). These
compensation and benefits provisions are described in further
detail in the Company’s definitive proxy statement for its 2016
annual meeting of shareholders, filed with the Securities and
Exchange Commission on April 1, 2016, under the caption
“Employment Agreements” in the section entitled “EXECUTIVE
COMPENSATION.”
The foregoing description of the Ehst Amended and Restated
Employment Agreement is qualified in its entirety by reference to
that agreement, a copy of which is filed as Exhibit 10.2 to this
Current Report on Form 8-K and is incorporated herein by
reference.
On December 30, 2016, the Company and Mr. Sidhu also entered into
a letter agreement (the “Sidhu Letter Agreement”), which,
subject to certain conditions, provides for the payment of a
one-time cash bonus to Mr. Sidhu in connection with the
completion of the sale of the BankMobile division of Customers
Bank (“BankMobile”) to a third party. Under the terms of the
Sidhu Letter Agreement, Mr. Sidhu would be entitled to receive a
cash payment equal to 10% of the aggregate consideration received
by the Company in such sale (whether the consideration is in
cash, securities or a combination thereof), provided that the
bonus payment is payable only if the aggregate consideration
received by the Company exceeds $100 million. In addition, in
order to be eligible to receive the cash bonus payment, the
BankMobile sale must be completed on or prior to the third
anniversary of the Sidhu Letter Agreement and, subject to certain
exceptions, Mr. Sidhu must have been employed by the Company
and/or BankMobile on a continuous basis from the date of Sidhu
Letter Agreement until closing of the BankMobile sale. Other than
as summarized herein, the Sidhu Letter Agreement does not affect
the terms and conditions of Mr. Sidhu’s employment with the
Company, including the terms of the Sidhu Amended and Restated
Agreement. The cash bonus arrangement reflected in the Sidhu
Letter Agreement is part of a bonus program established by the
Company’s board of directors, with the recommendation and
approval of its compensation committee, to provide incentives to
certain senior employees of the Company and/or BankMobile to
continue their employment during the pendency of the BankMobile
sale process, participate in the sale process, and undertake
their best efforts to maximize the value of BankMobile and to
complete its sale. The aggregate amount of cash bonuses payable
to these employees, including Mr. Sidhu, is equal to 14% of the
of the aggregate consideration received by the Company in such
sale (whether the consideration is in cash, securities or a
combination thereof). The conditions to payment of the cash
bonuses to the other employees are the same as the conditions
summarized above with respect to Mr. Sidhu.
The foregoing description of the Sidhu Letter Agreement is
qualified in its entirety by reference to that agreement, a copy
of which is filed as Exhibit 10.3 to this Current Report on Form
8-K and is incorporated herein by reference.
Although the Company has previously announced its intention to
sell or otherwise dispose of BankMobile, the completion of any
transaction will depend a variety of factors, including market
conditions, the terms of any proposals received by the Company,
and other factors that could change the Company’s current plan
or cause the Company to consider other alternatives. As of the
date of this Current Report on Form 8-K, the Company has not
entered into any binding agreement to sell or otherwise dispose
of BankMobile.
“Safe Harbor” Statement
In addition to historical information, this statements made
herein may contain “forward-looking statements” within the
meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include statements with respect to Customers Bancorp,
Inc.’s strategies, goals, beliefs, expectations, estimates,
intentions, capital raising efforts, financial condition and
results of operations, future performance and business.
Statements preceded by, followed by, or that include the words
“may,” “could,” “should,” “pro forma,” “looking
forward,” “would,” “believe,” “expect,” “anticipate,”
“estimate,” “intend,” “plan,” or similar expressions
generally indicate a forward-looking statement. These
forward-looking statements involve risks and uncertainties that
are subject to change based on various important factors (some of
which, in whole or in part, are beyond Customers Bancorp, Inc.’s
control). Numerous competitive, economic, regulatory, legal and
technological factors, among others, could cause Customers
Bancorp, Inc.’s financial performance to differ materially from
the goals, plans, objectives, intentions and expectations
expressed in such forward-looking statements. In addition,
important factors relating to the acquisition of the
Disbursements business, the combination of Customers’ BankMobile
business with the acquired Disbursements business and the
implementation of Customers Bancorp, Inc.’s strategy regarding
BankMobile, including with respect to the possible disposition of
the BankMobile business, depending upon market conditions and
opportunities, also could cause Customers Bancorp’s actual
results to differ from those in the forward-looking statements.
Customers Bancorp, Inc. cautions that the foregoing factors are
not exclusive, and neither such factors nor any such forward
looking statement takes into account the impact of any future
events. All forward-looking statements and information set forth
herein are based on management’s current beliefs and assumptions
as of the date hereof and speak only as of the date they are
made. For a more complete discussion of the assumptions, risks
and uncertainties related to our business, you are encouraged to
review Customers Bancorp, Inc.’s filings with the Securities and
Exchange Commission, including its most recent annual report on
Form10-K for the year ended December 31, 2015, subsequently filed
quarterly reports on Form 10-Q, and current reports on Form 8-K
that update or provide information in addition to the information
included in the Form 10-K and 10-Q filings. Customers Bancorp,
Inc. does not undertake to update any forward looking statement
whether written or oral, that may be made from time to time by
Customers Bancorp, Inc. or by or on behalf of Customers Bank.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No.
Description
10.1
Amended and Restated Employment Agreement, dated as of
December 30, 2016, by and between Customers Bancorp, Inc.
and Jay S. Sidhu.
10.2
Amended and Restated Employment Agreement, dated as of
December 30, 2016, by and between Customers Bancorp, Inc.
and Richard Ehst.
10.3
Letter Agreement, dated as of December 30, 2016, by and
between Customers Bancorp, Inc. and Jay S. Sidhu.


About CUSTOMERS BANCORP, INC. (NYSE:CUBI)

Customers Bancorp, Inc. (Customers Bancorp) is a bank holding company engaged in banking activities through its subsidiary, Customers Bank (the Bank). The Company operates in the community banking segment. The Bank provides financial products and services to small and middle market businesses, not-for-profits, and consumers. The Bank also provides liquidity to the mortgage market nationwide through the operation of its loans to mortgage banking companies. It offers a range of traditional loan and deposit banking products, and financial services. The Bank offers a range of lending products, including small business loans, mortgage warehouse loans, multi-family and commercial real estate loans, residential mortgage loans and other consumer loans. It also offers traditional deposit products, including commercial and consumer checking accounts, non-interest-bearing demand accounts, money market deposit accounts, savings accounts and time deposit accounts, and cash management services.

CUSTOMERS BANCORP, INC. (NYSE:CUBI) Recent Trading Information

CUSTOMERS BANCORP, INC. (NYSE:CUBI) closed its last trading session up +0.55 at 35.82 with 294,990 shares trading hands.

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