UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report
(Date of earliest event reported)
December 29,
2016
PARAGON COMMERCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
North Carolina
|
001-37802
|
56-2278662
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
3535 Glenwood Avenue
Raleigh, North Carolina
|
27612
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code
(919)
788-7770
Not
applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
|
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) On
December 29, 2016, Paragon Commercial Corporation (the
“Company”) and Paragon Commercial Bank (the
“Bank”) entered into several agreements with their
executive officers. These agreements are summarized below and
included as exhibits to this report. The Bank is a wholly owned
subsidiary of the Company. The descriptions of the agreements set
forth below do not purport to be complete and are qualified in
their entirety by reference to the full text of such agreements,
copies of which are included as exhibits to this report and are
incorporated herein by reference. Capitalized terms appearing below
are defined in the applicable agreement.
Second Amendment to Employment Agreement with
Robert C. Hatley.
On December 29, 2016, the Company and the
Bank entered into a Second Amendment to the Employment Agreement
with Robert C. Hatley. Mr. Hatley is president and chief executive
officer of the Company and the Bank. Mr. Hatley originally entered
into the Employment Agreement with the Company and the Bank
effective September 1, 2013. The Employment Agreement was
subsequently amended effective October 27, 2015. The Employment
Agreement and the First Amendment were filed as Exhibits 10.3.1 and
10.3.2, respectively, to the Company’s Registration Statement
on Form S-1 (File No. 333-211627), filed with the Securities and
Exchange Commission on May 26, 2016 (the “Registration
Statement”).
The
Second Amendment modifies Article 6 of the Employment Agreement,
which sets forth the benefits payable to Mr. Hatley in the event of
a Change in Control of the Company or the Bank. Under the terms of
the Second Amendment, if a Change in Control occurs while the
Employment Agreement is in effect, then Mr. Hatley will be entitled
to a lump sum cash payment equal to 2.99 times his annual
compensation, along with certain insurance and other benefits
described in the Second Amendment. The version of the Employment
Agreement previously in effect required a termination of Mr.
Hatley’s employment within eighteen months after a Change in
Control before the cash benefits would have become
payable.
Restated Salary Continuation Agreement with
Robert C. Hatley.
On December 29, 2016, the Bank also
entered into a restated Salary Continuation Agreement with Mr.
Hatley. The restated agreement became effective on January 1, 2017.
The restated agreement replaces the Bank’s Amended and
Restated Salary Continuation Agreement with Mr. Hatley, which was
effective December 27, 2013, and amended effective May 20, 2014.
The prior agreement and amendment were filed as Exhibits 10.6.1 and
10.6.2, respectively, to the Registration Statement.
Under
the restated agreement, assuming Mr. Hatley remains employed with
the Bank through age sixty-five, he will be entitled to an annual
benefit payment of $120,000, paid in equal monthly installments,
for a period of twenty years following his Separation from Service.
The benefit is not payable if Mr. Hatley’s employment is
terminated for Cause. If the Separation from Service occurs before
Mr. Hatley reaches age sixty-five, then the amount of the annual
benefit will be limited to the vested Accrued Benefit as of the
month-end prior to the Separation from Service and will commence
after Mr. Hatley reaches age sixty-five. If the Separation from
Service occurs after Mr. Hatley reaches age sixty-five, then the
annual benefit will be increased to reflect interest on amounts
that would have been paid if payments had commenced at age
sixty-five.
If Mr.
Hatley (1) has a voluntary Separation from Service before age
sixty-five that is not for Good Reason and that occurs within two
years after a Change in Control or (2) has a Separation from
Service before age sixty-five that occurs more than two years after
a Change in Control, then the amount of the annual benefit will be
equal to the Accrued Benefit as of the month-end prior to the
Separation from Service and will commence after Mr. Hatley reaches
age sixty-five.
If a
Separation from Service occurs that is an involuntary termination
without Cause or a Voluntary Termination with Good Reason, in
either case within two years after a Change in Control, then the
amount of the annual benefit will be the Accrual Balance at the
time Mr. Hatley reaches age sixty-five, discounted to present value
at the time of payment using a discount rate selected by the Plan
Administrator. This benefit is payable in a single lump sum within
three days after Mr. Hatley’s Separation from Service. If Mr.
Hatley is age sixty-five or older and his Separation from Service
occurs within two years after a Change in Control, then Mr. Hatley
will be entitled to an annual benefit payment of $120,000, paid in
equal monthly installments for a period of twenty years following
his Separation from Service, regardless of whether the Separation
from Service is voluntary or involuntary for any reason other than
Termination for Cause. If a Change in Control occurs after
Separation from Service but while Mr. Hatley is receiving payments
or is entitled to receive certain payments under the restated
agreement, then Mr. Hatley will receive any remaining payments in a
single lump sum within three days after the Change in
Control.
If the
Separation from Service is due to Mr. Hatley’s Disability and
occurs before he reaches age sixty-five, then the amount of the
annual benefit will be limited to the Accrued Benefit as of the
month-end prior to the Separation from Service and will commence
after Mr. Hatley reaches age sixty-five.
In the
event of Mr. Hatley’s death, his beneficiary will generally
be entitled to a lump sum cash payment equal to the Accrual Balance
at the time of death.
Mr.
Hatley is fully vested in the Accrued Benefit under the restated
agreement.
Restated Salary Continuation Agreement with
Matthew C. Davis.
On December 29, 2016, the Bank entered
into a restated Salary Continuation Agreement with Matthew C.
Davis, its executive vice president and chief operating officer.
The restated agreement replaced the Bank’s Amended and
Restated Salary Continuation Agreement with Mr. Davis, which was
effective December 27, 2013, and amended effective May 20, 2014.
The prior agreement and amendment were filed as Exhibits 10.7.1 and
10.7.2, respectively, to the Registration Statement. The restated
agreement became effective January 1, 2017.
The
terms of Mr. Davis’s restated agreement are identical to Mr.
Hatley’s restated agreement described above, with the
following exceptions:
●
The annual benefit
payment is $100,000.
●
The amount of the
benefit payment will not be increased in the event Separation from
Service occurs after Mr. Davis reaches age sixty-five.
Mr.
Davis is fully vested in the Accrued Benefit under the restated
agreement.
New Salary Continuation Agreement with Matthew
C. Davis.
On December 29, 2016, the Bank also entered into a
new Salary Continuation Agreement with Mr. Davis. The new agreement
became effective on January 1, 2017.
The
terms of the new agreement are identical to Mr. Davis’s
restated agreement described above, with the following
exceptions:
●
The annual benefit
payment is $32,000.
●
The Accrued Benefit
vests over a period of ten years from January 1, 2017. The Initial
Vesting Date is December 31, 2022. If Separation from Service
occurs before the Initial Vesting Date, then Mr. Davis is 0% vested
in the Accrued Benefit. Twenty percent of the Accrued Benefit vests
on each of December 31, 2022, 2023, 2024, 2025, and 2026. Mr. Davis
will be fully vested if Separation from Service occurs on or after
December 31, 2026.
Restated Salary Continuation Agreement with
Steven E. Crouse.
On December 29, 2016, the Bank entered
into a restated Salary Continuation Agreement with Steven E.
Crouse, its executive vice president and chief financial officer.
The restated agreement replaced the Bank’s Amended and
Restated Salary Continuation Agreement with Mr. Crouse, which was
effective December 27, 2013, and amended effective May 20, 2014.
The prior agreement and amendment were filed as Exhibits 10.8.1 and
10.8.2, respectively, to the Registration Statement. The restated
agreement became effective January 1, 2017.
The
terms of Mr. Crouse’s restated agreement are identical to Mr.
Hatley’s restated agreement described above, with the
following exceptions:
●
The annual benefit
payment is $132,000.
●
The amount of the
benefit payment will not be increased in the event Separation from
Service occurs after Mr. Crouse reaches age
sixty-five.
Mr.
Crouse is fully vested in the Accrued Benefit under the restated
agreement.
Item
9.01
Financial
Statements and Exhibits.
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
Second
Amendment to Employment Agreement with Robert C. Hatley, effective
December 29, 2016
|
|
|
|
|
|
|
|
Restated
Salary Continuation Agreement with Robert C. Hatley, effective
January 1, 2017
|
|
|
|
|
|
|
|
Restated
Salary Continuation Agreement with Matthew C. Davis, effective
January 1, 2017
|
|
|
|
|
|
|
|
Salary
Continuation Agreement with Matthew C. Davis, effective January 1,
2017
|
|
|
|
|
|
|
|
Restated
Salary Continuation Agreement with Steven E. Crouse, effective
January 1, 2017
|
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
January 5, 2017
|
PARAGON
COMMERCIAL CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/
Steven
E. Crouse
|
|
|
|
|
Steven E.
Crouse
|
|
|
|
|
Executive Vice
President and Chief Financial Officer
|
|
EXHIBIT INDEX
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
Second
Amendment to Employment Agreement with Robert C. Hatley, effective
December 29, 2016
|
|
|
|
|
|
|
|
Restated
Salary Continuation Agreement with Robert C. Hatley, effective
January 1, 2017
|
|
|
|
|
|
|
|
Restated
Salary Continuation Agreement with Matthew C. Davis, effective
January 1, 2017
|
|
|
|
|
|
|
|
Salary
Continuation Agreement with Matthew C. Davis, effective January 1,
2017
|
|
|
|
|
|
|
|
Restated
Salary Continuation Agreement with Steven E. Crouse, effective
January 1, 2017
|
Paragon Commercial Corp. (NASDAQ:PBNC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Paragon Commercial Corp. (NASDAQ:PBNC)
Historical Stock Chart
From Jul 2023 to Jul 2024
