Green Bancorp, Inc. (NASDAQ:GNBC) Files An 8-K Entry into a Material Definitive Agreement

The information set forth in Item 5.02 of this Current Report on
Form 8-K relative to the entry of an employment agreement is
incorporated into this Item 1.01 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On March 27, 2017, Green Bancorp, Inc. (“Green Bancorp” or the
“Company”) appointed Terry Earley, age 58, as Executive Vice
President and Chief Financial Officer for Green Bancorp,
effective as of such date. The Board of Directors conducted a
nationwide search for this position and is excited to continue
the growth of Green Bancorp with this new addition.

With over 25 years of banking experience, Mr. Earley brings a
wealth of experience to his new role at Green Bancorp. Mr. Earley
served as the Executive Vice President and Chief Financial
Officer of Yadkin Financial Corporation (“Yadkin”), located in
Raleigh, North Carolina, from July 2014 until the closing of
Yadkin’s merger with F.N.B. Corporation in March 2017. Prior to
his employment with Yadkin, Mr. Earley served as Executive Vice
President and Chief Financial Officer of VantageSouth Bancshares,
Inc. and VantageSouth Bank beginning in February 2012 and March
2012, respectively, each located in Raleigh, North Carolina.
Prior to that, Mr. Earley served as President and Chief Executive
Officer of Rocky Mountain Bank and Rocky Mountain Capital,
located in Jackson, Wyoming, in 2010, and as Chief Financial
Officer of Bancorp of the Southeast, LLC, located in Ponte Vedra,
Florida, in 2009. Mr. Earley also served as Chief Financial
Officer and Chief Operating Officer of RBC Bank (USA), which he
joined in 1992. He holds a bachelor’s degree from the University
of North Carolina at Chapel Hill in business administration.

In connection with his new position, Mr. Earley entered into an
employment agreement with the Company effective April 11, 2017,
for an initial two-year term beginning on April 11, 2017
(“Effective Date”), which automatically extends for an
additional year on each anniversary of the Effective Date unless
otherwise terminated. Mr. Earley will receive a base salary of
$300,000 per year, and upon a termination of employment for any
reason other than by the Company for “cause” or by Mr. Earley
without “good reason” (each as defined in his employment
agreement), Mr. Earley will be entitled to base salary
continuation for the remainder of the term. Mr. Earley will also
be eligible for discretionary year-end cash bonuses under the
Executive Incentive Plan. In addition, upon a “change in
control” (as defined in the Company’s 2014 Omnibus Equity
Incentive Plan (the “2014 Plan”)), Mr. Earley is entitled to
receive a cash bonus from the Executive Incentive Plan equal to
the sum of (x) Mr. Earley’s target bonus under the Executive
Incentive Plan for the prior calendar year pro-rated for the
calendar year in which the change in control occurs through the
change in control date, and (y) Mr. Earley’s target bonus under
the Executive Incentive Plan for the prior calendar year
pro-rated for the remainder of the term based on the expiration
date of the term as in effect on such change in control date, to
be paid in lump-sum upon the consummation of the change in
control.

During his employment and for twelve months after Mr. Earley
receives the last payment of base salary, Mr. Earley is subject
to employee non-solicitation and no-hire covenants, a customer
non-solicitation covenant, and a no-interference covenant with
employees, contractors, suppliers and customers. Mr. Earley is
also subject to customary confidentiality and non-disparagement
covenants.

In addition, Mr. Earley’s employment agreement provides for Mr.
Earley to receive a grant of 70,000 options (the “Stock
Options”) and 10,000 restricted stock units (the “RSUs”) under
the 2014 Plan, each grant to be evidenced by an award agreement.
The Stock Options will vest in equal installments on each of
April 4, 2019, 2020 and 2021, and will grant Mr. Earley the right
to purchase up to the designated number of shares of our common
stock at the exercise price specified in the award agreement
(which will not be less than the fair market value per share as
of the grant date) upon the vesting of the Stock Option. The RSUs
will vest in equal installments on each of April 4, 2019, 2020,
2021 and 2022, and will grant Mr. Earley the right to receive a
designated number of shares of our common stock upon the vesting
of the RSU. Upon a termination of Mr. Earley’s employment by the
Company without “cause” or by Mr. Earley for “good reason”
(each as defined in Mr. Earley’s employment agreement), a
portion of the outstanding unvested Stock Options and RSUs,
pro-rated according to the length of service over the term of the
award, shall remain outstanding and continue to vest on the terms
and conditions of the applicable award agreement (with the
remaining portion of unvested Stock Options and RSUs forfeited).
In the event of a “change in control” (as defined in the 2014
Plan), the Stock Options and RSUs become fully vested.

The description of Mr. Earley’s employment agreement does not
purport to be complete, and is qualified in its entirety by
reference to the full text of the employee agreement attached
hereto as Exhibit 10.1, which is incorporated by reference
herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following is furnished as an exhibit to this
Current Report on Form 8-K: