OCEANFIRST FINANCIAL CORP. (NASDAQ:OCFC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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OCEANFIRST FINANCIAL CORP. (NASDAQ:OCFC) 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; APPOINTMENT OF
CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On April 5, 2017, OceanFirst Financial Corp. (the Company)
entered into separate employment agreements with Christopher D.
Maher, Chairman, Chief Executive Officer and President of the
Company and OceanFirst Bank (the Bank) and Michael J.
Fitzpatrick, Executive Vice President and Chief Financial Officer
of the Company and the Bank, Joseph J. Lebel III, Executive Vice
President and Chief Banking Officer of the Bank, Joseph R.,
Iantosca, Executive Vice President and Chief Administrative
Officer of the Bank, and Steven J. Tsimbinos Executive Vice
President, General Counsel and Corporate Secretary of the Company
and the Bank (each such person, the Executive). The employment
agreements are substantially identical and replace employment
agreements entered into between Messrs. Maher, Fitzpatrick,
Lebel, and Iantosca and change in control agreements entered into
with Mr. Tsimbinos in order to incorporate feedback received by
the Company in connection with the say-on-pay proposal presented
at the 2016 Annual Meeting of Stockholders. The forms of the
employment agreements are filed herewith as Exhibits 10.30 and
10.35, and the following summary is qualified by reference to
such Exhibits.
The employment agreements have terms expiring on July 31, 2019.
Each employment agreement provides that the agreement shall be
extended each August 1 for an additional year, unless prior
written notice of non-renewal is given to the Executive after
conducting the Executives performance evaluation. In addition to
base salary, the agreements provide for, among other things,
participation in cash incentive and stock benefit plans and other
fringe benefits applicable to executive personnel. The employment
agreements also provide that the compensation awarded under the
agreements is subject to reduction or clawback under certain
circumstances specified in the agreements.
The agreements provide for termination, at any time by the Bank
or the Company, for Cause (as defined in the agreements) or
without Cause. In the event the Bank or the Company chooses to
terminate the Executives employment for reasons other than for
Cause, or in the event of the Executives qualifying resignation
from the Bank, and if applicable the Company, the Executive would
be entitled to receive an amount equal to the greater of (x) the
remaining base salary payments the Executive would have earned
until the expiration of the term of the employment agreement or
(y) the Executives base salary for one year plus the greater of
(i) the cash incentive payment paid to the Executive for the
prior fiscal year or (ii) the target cash compensation for the
current fiscal year. In the event of such a qualifying
termination, the Company would also continue to pay for the
Executives life, health and disability coverage for the remaining
term of the employment agreement or 18 months, whichever is less.
Resignation would qualify for the above severance benefits upon:
(1) a change in the Executives authority, duties or
responsibilities which represents a material adverse change from
those in effect immediately prior to such change; (2) a material
decrease in the Executives annual salary, target cash
compensation (unless target cash compensation was materially
decreased for all NEOs as listed in the Companys most recent
proxy statement), or elimination or reduction of any material
benefit that the Company otherwise provides to its executives of
similar rank (except those changes to any benefit or benefit
program implemented for all Company employees who participate in
such benefits or programs or that may be required by law) without
his prior written agreement, (3) relocation of Executives
principal place of employment to a location that increases the
Executives commute from his primary residence by more than 30
miles one way; or (4) a material breach of the agreement by the
Company.
Under the agreements, if a qualifying resignation or involuntary
termination (other than for Cause) follows a change in control
(as defined in the employment agreements) of the Company, the
Executive would be entitled to a severance payment (the Change in
Control Payment) equal to the sum of (x) Executives base salary
and (y) the greater of (i) the cash incentive payment paid to the
Executive for the prior fiscal year or (ii) the Target Cash
Compensation for the current fiscal year. The Executive would
also be entitled to continued health and welfare benefits as
described above. If the Bank is at least adequately capitalized
at the time of the change in control, the Change in Control
Payment will be multiplied by a factor of three, provided,
however, that the total value of the Change in Control Payment
(including any insurance benefits provided) shall not exceed
three times the sum of (x) the Executives salary and (y) the
greater of (i) the cash incentive payment paid to the Executive
for the prior fiscal year or the (ii) Target Cash Compensation
for the current fiscal year. If the amount of such termination
benefits are deemed to be parachute payments as defined in
section 280G of the Internal Revenue Code of 1986, as amended,
such termination benefits will be reduced to an amount $1.00 less
than the amount that triggers such excise tax, but only if such
reduced amount is greater than the aggregate amount of the
termination benefits unreduced less the amount of the excise tax
and any applicable state and federal taxes.
In event of the Executives subsequent death while he is receiving
the above severance payments (whether or not it the event of a
change in control), such payments will be made to his
beneficiaries or estate. Each Executive is subject to certain
confidentiality provisions, as well as certain non-competition
and non-solicitation provisions during the term of the agreement
and for one year post termination. The employment agreements
provide for the arbitration of disputes between the parties and
that the prevailing party shall be awarded attorneys fees. The
employment agreements also provide that the Company shall
indemnify the Executive to the fullest extent allowable under
Delaware law and, if applicable, federal law.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
EXHIBITS
10.30
Form of Employment Agreement between OceanFirst
Financial Corp. and certain executive officers,
including Christopher D. Maher, Michael J. Fitzpatrick,
and Steven J. Tsimbinos.
10.35
Form of Employment Agreement between OceanFirst
Financial Corp. and certain executive officers,
including Joseph R. Iantosca and Joseph J. Lebel III.


About OCEANFIRST FINANCIAL CORP. (NASDAQ:OCFC)

OceanFirst Financial Corp. is a holding company for OceanFirst Bank (the Bank). The Company is a savings and loan holding company. The Bank’s principal business is attracting retail and business deposits in the communities surrounding its branch offices and investing those deposits primarily in loans, consisting of single-family, owner-occupied residential mortgage loans, and commercial real estate and other commercial loans. The Bank also invests in other types of loans, including residential construction and consumer loans. In addition, the Bank invests in mortgage-backed securities (MBS), securities issued by the United States Government and agencies thereof, corporate securities and other investments permitted by applicable law and regulations. The Bank’s revenues are derived principally from interest on its loans, interest on its investment and MBS. The Bank also receives income from fees and service charges on loan and deposit products, wealth management services and others.

OCEANFIRST FINANCIAL CORP. (NASDAQ:OCFC) Recent Trading Information

OCEANFIRST FINANCIAL CORP. (NASDAQ:OCFC) closed its last trading session 00.00 at 27.13 with 151,734 shares trading hands.