NATIONAL BANK HOLDINGS CORPORATION (NYSE:NBHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2018, National Bank Holdings Corporation (the “Company”) announced that Brian F. Lilly, the Company’s Executive Vice President, Chief Financial Officer; Chief of M&A and Strategy will retire from the Company on March 1, 2019.Mr. Lilly will continue to serve in his current role through August 10, 2018 (the “Transition Date”) and thereafter will serve in a non-executive role with the Company through March 1, 2019 to ensure an orderly and effective transition of his duties and responsibilities.The Company also announced that Aldis Birkans, the Company’s Senior Vice President, Treasurer, will become the Company’s Executive Vice President, Chief Financial Officer on August 10, 2018.
On May 2, 2018, the Company entered into a transition agreement (the “Lilly Transition Agreement”) with Mr. Lilly, which will become effective as of the Transition Date. Underthe Lilly Transition Agreement, Mr. Lilly will receive a base salary of $240,000 and be eligible for a prorated annual cash incentive payment to the terms of the Company’s annual cash incentive plan for the 2018 calendar year based on actual performance and the number of days elapsed in 2018 through the Transition Date. Mr. Lillyis subject to non-competition and non-solicitation covenants (as further specified in the Lilly Transition Agreement) for a six-month period following the termination of his employment for any reason and a one-year period following the termination of his employment followinga change in control of the Company. Mr. Lilly will also be eligible for a lump sum cash payment of $500,000 in the event of a change in control of the Company during the period commencing on the Transition Date and ending on the March1, 2019, subject to his continued employment with the Company through such change in control.Mr. Lilly’s current employment agreement and compensation thereunder will remain in effect through the Transition Date.The foregoing description of the Lilly Transition Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
On May 2, 2018, the Company also entered into an employment agreement with Aldis Birkans (the “Birkans Employment Agreement”) to serve as Executive Vice President, Chief Financial Officer, which agreement will become effective on the Transition Date. He will also serve as the Company’s principal financial officer as of the Transition Date.Mr. Birkans, age 44, has served as the Senior Vice President, Treasurer of the Company since August 2011. Prior to joining the Company, Mr. Birkans was a Vice President, Assistant Treasurer of M&I Bank for five years and also previously worked at Citigroup as Senior Vice President, Corporate and Investment Banking Treasury.
The terms of the Birkans Employment Agreement provide for an initial term commencing on August 10, 2018 through December31, 2018, which will automatically renew for successive one-year terms unless either party gives at least 90days’ written notice prior to the expiration date of the current term, a base salary of $300,000 and a target bonus opportunity of 50% of base salary for the 2018 fiscal year, and a target bonus opportunity of 55% of base salary for fiscal years thereafter.If Mr. Birkans is terminated by the Company without cause or if Mr. Birkans resigns with good reason (each, a “qualifying termination”), then, subject to his execution and non-revocation of a release of claims in favor of the Company, Mr. Birkans will be entitled to receive (a)one times (two times, in the case of a qualifying termination within two years following a change in control) the sum of his base salary and the greater of his target annual bonus and actual bonus for the previous year, and (b)a prorated bonus for the year of termination.