Independence Bancshares, Inc. (OTCMKTS:IEBS) 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 ARRANGEMENT OF CERTAIN OFFICERS. |
(e) On December 15, 2016, Independence Bancshares, Inc. (the
Company), Independence National Bank (the Bank, and together with
the Company, the Employer), and Lawrence R. Miller, the Companys
Interim Chief Executive Officer and the Banks President and Chief
Executive Officer, entered into a second amendment (the Second
Amendment) to his Amended and Restated Employment Agreement,
dated December 10, 2008, as amended by that certain Amendment to
the Amended and Restated Employment Agreement, dated December 31,
2012 (the Miller Employment Agreement). The Second Amendment
amends Section 4(a)(vi) of the Miller Employment Agreement to
provide that, following the occurrence of a Change in Control,
the Agreement also may be terminated by the Employer without
Cause upon delivery of a Notice of Termination to Mr. Miller.
Previously, Section 4(a)(vi) provided that, following the
occurrence of a Change in Control, the Miller Employment
Agreement could only be terminated by Mr. Miller for Good Reason
upon delivery of a Notice of Termination to the Employer.
In addition, the Second Amendment further amends Section
4(a)(vi)(2) of the Miller Employment Agreement to eliminate the
Employers obligations to continue the medical, life, disability,
or benefits to Mr. Miller, his dependents, and beneficiaries for
a period of two years following a Change in Control, in favor of
a provision allowing Mr. Miller to continue participation, in
accordance with the terms of the applicable benefits plans, in
the Employers group health plan to plan continuation rules under
the Consolidated Omnibus Budget Reconciliation Act (COBRA). The
Second Amendment also adds Section 4(a)(vi)(6) to require that
Mr. Miller terminate his membership in the Thornblade Club upon
his termination of employment following a Change in Control. In
connection therewith, the Employer will pay to Mr. Miller, within
15 days of the date of his termination, a lump sum amount equal
to the twelve required monthly payments relating to such
membership termination. A copy of the Second Amendment is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Also, on December 15, 2016, the Employer and Schaefer M.
Carpenter, the Companys and the Banks Retail Banking Director,
entered into an amendment (the Amendment) to his Amended and
Restated Employment Agreement, dated December 10, 2008 (the
Carpenter Employment Agreement), which amends Section 4(g) of the
Carpenter Employment Agreement to provide that, following the
occurrence of a Change in Control, the Agreement also may be
terminated by the Employer without Cause upon delivery of a
Notice of Termination to Mr. Carpenter. Previously, Section 4(g)
provided that, following the occurrence of a Change in Control,
the Carpenter Employment Agreement could only be terminated by
Mr. Carpenter for Good Reason upon delivery of a Notice of
Termination to the Employer.
In addition, the Amendment further amends Section 4(g) of the
Carpenter Employment Agreement to eliminate the Employers
obligations to continue the medical, life, disability, or
benefits to Mr. Carpenter, his dependents, and beneficiaries for
a period of two years following a Change in Control, in favor of
a provision allowing Mr. Carpenter to continue participation, in
accordance with the terms of the applicable benefits plans, in
the Employers group health plan to plan continuation rules under
the Consolidated Omnibus Budget Reconciliation Act (COBRA). A
copy of the Amendment is attached hereto as Exhibit 10.2 and
incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| 10.1 |
Second Amendment to the Amended and Restated Employment Agreement between Independence Bancshares, Inc., Independence National Bank, and Lawrence R. Miller, dated December 15, 2016. |
|
| 10.2 |
Amendment to the Amended and Restated Employment Agreement between Independence Bancshares, Inc., Independence National Bank, and Schaefer M. Carpenter, dated December 15, 2016. |
|
About Independence Bancshares, Inc. (OTCMKTS:IEBS)
Independence Bancshares, Inc. operates as the bank holding company for Independence National Bank (the Bank). The Company operates through four segments: Community Banking, Transaction Services, Asset Management and Parent Only. The Bank is engaged in the business of banking and providing services related to banking, including accepting demand deposits and saving deposits, and providing commercial, consumer and mortgage loans principally in Greenville County, South Carolina. The Bank’s other services include mobile banking, online banking, commercial cash management, remote deposit capture, safe deposit boxes, automated teller machine, bank official checks, traveler’s checks and wire transfer capabilities. The Bank offers credit cards for personal and business clients The Bank offers merchant transaction processing and equipment for clients. It offers other community bank services, including cashier’s checks, banking by mail, direct deposit and the United States Savings Bonds. Independence Bancshares, Inc. (OTCMKTS:IEBS) Recent Trading Information
Independence Bancshares, Inc. (OTCMKTS:IEBS) closed its last trading session 00.000 at 0.151 with 500 shares trading hands.