PACIFIC MERCANTILE BANCORP (NASDAQ:PMBC) 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On January 3, 2019 (the “Effective Date”), Pacific Mercantile Bank (the “Bank”), the wholly owned banking subsidiary of Pacific Mercantile Bancorp, entered into an Amended and Restated Employment Agreement with Thomas J. Inserra (the “Employment Agreement”), to which Mr. Inserra will continue to serve as the Executive Vice President, Chief Credit Officer and Chief Risk Officer of the Bank, for a period of three years, commencing as of the Effective Date. The Employment Agreement amends and restates Mr. Inserra’s employment agreement with the Bank dated as of May 31, 2016.

The Employment Agreement has a three year term, after which it automatically renews for one additional year unless either party notifies the other that it elects not to renew the agreement. Set forth below is a brief summary of the compensation to be paid and the benefits to be received by Mr. Inserra to the Employment Agreement. This summary is not intended to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Base Annual Salary. Mr. Inserra’s base salary is $330,000 per year and is subject to annual review and increase by the Compensation Committee.

Bonus or Incentive Compensation. Mr. Inserra will be eligible to receive annual incentive cash awards based upon achievement of performance criteria set forth in a management incentive compensation plan to be established and approved by the Compensation Committee. Mr. Inserra will also be eligible to participate in an annual incentive plan upon the terms and subject to the conditions approved by the Compensation Committee.

Automobile Allowance. Mr. Inserra will receive an automobile allowance of $950 per month to cover the costs to him of using his own automobile on Bank business.

Other Benefits. Mr. Inserra is entitled to participate in all of the health and other benefit plans made available to executive employees from time to time, and will be entitled to four weeks of annual vacation.

Severance Compensation.

Termination without Cause or for Good Reason. If Mr. Inserra’s employment is terminated without Cause or Mr. Inserra terminates his employment for Good Reason (in each case as defined in the Employment Agreement), Mr. Inserra will be entitled to severance compensation consisting of a lump sum payment in an amount equal to one year of his then annual base salary.

Termination due to Disability. If Mr. Inserra’s employment is terminated due to his disability, he would become entitled to receive his salary and a continuation of his medical and health care benefits for a period of six months following such termination of employment.

Termination due to Death. In the event of a termination of employment due to Mr. Inserra’s death, his beneficiaries will be paid all salary and unused vacation accrued to, but unpaid as of, the date of his death.

Termination for Cause or Due to Expiration of Employment Agreement. If Mr. Inserra’s employment is terminated for Cause (as defined in the Employment Agreement) or due to the expiration of the term of the Employment Agreement, he will not be entitled to any severance compensation.

(d) Exhibits.

The following exhibits are being filed as part of this report:

PACIFIC MERCANTILE BANCORP Exhibit
EX-10.1 2 inserraempext2019.htm EXHIBIT 10.1 inserraempext2019 AMENDED AND RESTATEDEMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) “Effective is madeandenteredinto asofthis 3rd day ofJanuary,…
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About PACIFIC MERCANTILE BANCORP (NASDAQ:PMBC)

Pacific Mercantile Bancorp is the holding company for Pacific Mercantile Bank (the Bank). The Company’s business operations are conducted by the Bank. It operates through commercial banking segment. The Bank offers its customers different loan products, including commercial loans and credit lines, accounts receivable and inventory financing, Small Business Administration (SBA) guaranteed business loans, and owner-occupied commercial real estate loans. Its investments primarily include securities available for sale, which consist of residential mortgage backed securities issued by the United States agencies; residential collateralized mortgage obligations issued by non agencies; asset backed security and mutual funds. Its sources of funds include deposits, and borrowings and contractual obligations. Its deposits consist of noninterest bearing demand deposits, interest-bearing checking accounts, money market and savings deposits, and time deposits.