NewStar Financial, Inc. (NASDAQ:NEWS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On March17, 2017, NewStar Financial, Inc. (the Company) entered
into a restated employment agreement (the Employment Agreement)
with John K. Bray, its Chief Financial Officer, to be effective
as the date thereof. The Employment Agreement restates Mr.Brays
previous employment agreement, dated as of October9, 2013, which
was scheduled to expire by its terms on April9, 2017.

Term and
Compensation. The initial term of the Employment
Agreement is for two years beginning March17, 2017, and may be
renewed for an additional period of one year automatically upon
the expiration of that term unless either party delivers to the
other a notice of intent not to renew the agreement. The
Employment Agreement sets Mr.Brays base salary at $450,000 per
year, unchanged from his current base salary, which salary may be
subject to increase on an annual basis as determined by the board
of directors, but will not be subject to any decrease.
Additionally, Mr.Bray is eligible to participate in such annual
incentive bonus programs as the board of directors may adopt from
time to time. The Company will establish a target for Mr.Brays
incentive bonus at the beginning of each year, provided that for
each year of the agreement term, the target will not be below his
target incentive bonus for 2017 of $750,000. If the Company does
not establish a target within 30 days of the start of each new
year, Mr.Brays target incentive bonus will be the same amount as
his last-established target incentive bonus. The target incentive
bonus is not a guarantee, and actual incentive bonus payments, if
any, will be determined by the Company in its sole discretion,
and will be based on Company, business and individual
performance. Incentive bonuses may include a mix of current-year
cash compensation, deferred cash compensation and equity
compensation in the Companys sole discretion. Mr.Brays
compensation under the Employment Agreement will be subject to
any forfeiture or clawback policy established by the Company for
senior executives generally from time to time and any other such
policy required by applicable law.

Termination Without
Cause of for
Good Reason. Under the
Employment Agreement, if he is terminated by the Company without
cause or if he terminates his employment for good reason, Mr.Bray
is entitled to a severance package that includes any accrued but
unpaid base salary through the date of termination, an amount
equal to the actual incentive bonus for the previous year
pro-rated for the period from the beginning of the then-current
year through the date of termination, as well as the continuation
of his base salary during a two-year severance period, two
times the amount of the actual incentive bonus for the previous
year, continued health benefits during the two years following
the date of termination, any accrued but unpaid vacation pay or
other benefits, continued vesting and exercisability of all
incentive equity and the remaining option term to exercise any
vested options. If a termination is without cause or for good
reason during the two-year period following a change in control,
Mr.Bray will be entitled to any accrued but unpaid base salary
through the date of termination, two times the amount of his then
base salary paid in a lump sum as soon as practicable, an amount
equal to his target incentive bonus for the then-current year
pro-rated for the period from the beginning of the then-current
year through the date of termination, two times the amount of his
target incentive bonus for the then-current year, continued
health benefits for two years following the date of termination
and any accrued but unpaid vacation pay or other benefits. In
addition, all of his incentive equity will vest and he will
receive the remaining option term to exercise any vested
options.