(e) Amendment to Salary Continuation Agreements with Matthew C. Davis. On April 26, 2017, Paragon Commercial Bank (the “Bank”) entered into an Amendment to Paragon Commercial Bank Salary Continuation Agreement (the “Amendment”) with Matthew C. Davis, its executive vice president and chief operating officer. The Amendment amends the Restated Salary Continuation Agreement with Mr. Davis, effective January 1, 2017 (filed as Exhibit 10.3 to Paragon Commercial Corporation’s (the “Company”) Current Report on Form 8-K filed on January 5, 2017), as well as the Salary Continuation Agreement with Mr. Davis, effective January 1, 2017 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 5, 2017).
The Amendment was entered into in connection with the Company’s proposed merger with TowneBank, as described in the Company’s Current Report on Form 8-K filed on May 1, 2017.
The Salary Continuation Agreements provide certain benefits if Mr. Davis has a “separation from service” that is a “voluntary termination with good reason” within twenty-four months after a “change in control” of the Company or the Bank (as such terms are defined in the Salary Continuation Agreements). A “voluntary termination with good reason” is considered to have occurred if any of the following occur without Mr. Davis’s advance written consent:
(1) a material diminution of base salary,
(2) a material diminution of authority, duties, or responsibilities,
(3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Mr. Davis is required to report,
(4) a material diminution in the budget over which Mr. Davis retains authority,
(5) a material change in the geographic location at which Mr. Davis must perform services for the Bank, or
(6) any other action or inaction that constitutes a material breach by the Bank of the agreement under which Mr. Davis provides services to the Bank.
Under the terms of the Amendment, Mr. Davis and the Bank agree that Mr. Davis’s entering into an employment agreement with TowneBank constitutes advance written consent to any diminution or change under items (2) through (4) above that arise from changes in Mr. Davis’s position, title, supervisor, or duties in connection with the Company’s proposed merger with TowneBank.
The Amendment is effective upon consummation of the merger with TowneBank.
About PARAGON COMMERCIAL CORPORATION (NASDAQ:PBNC)
Paragon Commercial Corporation is a bank holding company for Paragon Bank (the Bank). The Bank is engaged in general commercial banking in Wake and Mecklenburg Counties, North California. The Bank offers private banking and commercial banking services. Its private banking services include deposit services, such as debit cards and safe deposit boxes. Its commercial banking services include deposit services, such as business checking, nonprofit checking and business money market; courier service; remote deposit capture; merchant services; zero balance accounts; cash vault/deposit service, and account management services, such as automated sweeps and reconciliation. It also offers mobile and online banking services. Its borrowing services include commercial loans and lines, corporate credit cards and home purchase/refinance. It also offers wealth management and investment services. PARAGON COMMERCIAL CORPORATION (NASDAQ:PBNC) Recent Trading Information
PARAGON COMMERCIAL CORPORATION (NASDAQ:PBNC) closed its last trading session down -1.00 at 53.53 with 20,002 shares trading hands.
