MACATAWA BANK CORPORATION (NASDAQ:MCBC) 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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Boards of Directors of Macatawa Bank Corporation (the
Company) and Macatawa Bank appointed Craig A. Hankinson as Chief
Operating Officer of the Company and Macatawa Bank, effective as
of February 1, 2017. Mr. Hankinson (age 49) has served as Senior
Vice President of the Company and Senior Vice President and Chief
Credit Officer of Macatawa Bank since November 2010.
Mr. Hankinson is not a party to any transaction, or series of
transactions, required to be disclosed to Item 404(a) of
Regulation S-K.
Mr. Hankinson will be entitled to receive compensation for his
service as an officer and will participate in the various benefit
plans of the Company applicable to executive officers of the
Company as described in the Company’s Proxy Statement for the
Company’s 2016 annual meeting of shareholders.
The Company entered into a Change in Control Agreement (the
Change in Control Agreement) with Mr. Hankinson, effective as of
the date of his appointment. to the Change in Control Agreement,
Mr. Hankinson will receive severance benefits if, within six
months before or twenty-four months after a change in control of
the Company, Mr. Hankinson is terminated by the Company without
cause or terminates his employment for good reason. Mr. Hankinson
will receive a lump-sum payment based on his Average Compensation
paid in the most recent three calendar years, for a period of 1.5
years, and compensation for health benefit continuation. For the
purpose of determining Average Compensation, annual compensation
includes annual base salary, cash bonuses paid, if any, and the
total grant date fair value of all restricted stock awards, if
any, in each year. The combined amount of cash bonus paid and
grant date fair value of restricted stock awarded to be included
in the formula for any year for the purpose of computing Average
Compensation may not exceed 75% of base salary for that year. If
the Company implements a cash incentive bonus plan, Mr. Hankinson
will also receive a prorated cash bonus for the year of
termination based on target performance for the year in which the
termination occurs. Each Change in Control Agreement includes a
Section 280G cap that limits payments under the agreement as
necessary to avoid tax penalties under Section 280G of the
Internal Revenue Code.
Receipt of the severance benefits is conditioned on obtaining a
release and resignation from all of the positions with the
Company and Macatawa Bank. The Change in Control Agreement
includes non-competition provisions prohibiting employment by a
competitor for a period of eighteen months. The Change in Control
Agreement also prohibits solicitation of the Company’s customers
and employees for a period of eighteen months.
The foregoing description of the Change in Control Agreement does
not purport to be complete and is qualified in its entirety by
reference to the Change in Control Agreement, filed as Exhibit
10.1 hereto.
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| Item 9.01. | Financial Statements and Exhibits. | ||
| (d) |
Exhibits:The following documents are attached as an exhibit to this report on Form 8-K: |
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| 10.1 | Change in Control Agreement with Craig A.Hankinson. | ||
| 99.1 |
Press Release dated February 1, 2017.This Exhibit is furnished to, and not filed with, the Commission. |
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About MACATAWA BANK CORPORATION (NASDAQ:MCBC)
Macatawa Bank Corporation is a bank holding company. The Company owns Macatawa Bank (the Bank). The Company focuses on commercial banking. It also offers automated teller machines (ATMs), Internet banking, telephone banking and debit cards. It offers personal trust services, which include financial planning, investment management services, trust and estate administration, and custodial services. The Company’s retirement plan services provide various types of qualified retirement plans, including profit sharing, 401(k) and pension plans. Through its subsidiary, Macatawa Bank, the Company offers a range of commercial and personal banking services, including checking, savings and certificates of deposit accounts, cash management, safe deposit boxes, trust services and commercial, mortgage and consumer loans through over 30 branch offices, and a lending and operation service facility in Ottawa County, Kent County and northern Allegan County, Michigan. MACATAWA BANK CORPORATION (NASDAQ:MCBC) Recent Trading Information
MACATAWA BANK CORPORATION (NASDAQ:MCBC) closed its last trading session 00.00 at 10.22 with 61,514 shares trading hands.