Attached files
file | filename |
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EX-10.1 - EX-10.1 - COMMUNITY FIRST INC | g25660exv10w1.htm |
EX-10.3 - EX-10.3 - COMMUNITY FIRST INC | g25660exv10w3.htm |
EX-10.2 - EX-10.2 - COMMUNITY FIRST INC | g25660exv10w2.htm |
EX-10.4 - EX-10.4 - COMMUNITY FIRST INC | g25660exv10w4.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 27, 2010
COMMUNITY FIRST, INC.
(Exact name of registrant as specified in charter)
Tennessee (State or other jurisdiction of incorporation) |
0-49966 (Commission File Number) |
04-3687717 (IRS Employer Identification No.) |
501 South James M. Campbell Blvd. Columbia, Tennessee (Address of principal executive offices) |
38401 (Zip Code) |
(931) 380-2265
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On December 27, 2010, Community First Bank & Trust (the Bank), a wholly owned subsidiary of
Community First, Inc. (the Company), entered into Amended and Restated Participation Agreements
(each an Amended and Restated SERP Participation Agreement and collectively, the Amended and
Restated SERP Participation Agreements) under the Banks Supplemental Executive Retirement Plan
(the SERP) with each of Marc R. Lively, Michael J. Saporito, Dianne Scroggins and Carl B.
Campbell (each a Participant and collectively, the Participants), who, along with Louis
Holloway, were identified as the Companys named executive officers in the Companys proxy
statement mailed to the Companys shareholders in connection with the Companys annual meeting of
shareholders held on May 20, 2010. The Amended and Restated SERP Participation Agreements replace
the Participation Agreements that each of the Participants had previously entered into with the
Bank and were amended principally for the purpose of clarifying the vesting and benefit payment
provisions. The Amended and Restated SERP Participation Agreements do not modify the amount of
benefits payable to any of the Participants.
Pursuant to Mr. Livelys Amended and Restated SERP Participation Agreement, if Mr. Livelys
employment is terminated by the Bank other than for Cause (as defined in the SERP) or by Mr. Lively
after ten years of service with the Bank, he will be entitled to receive an annual benefit equal to
40% of his average base salary during the 24 months prior to the termination of his employment for
a period of fifteen years (payable in equal monthly installments following his termination of
employment after reaching age 65, or, if his employment is terminated prior to his reaching age 65,
following him reaching age 65). If Mr. Lively elects Early Retirement (as defined in the SERP)
after (i) attaining age 55 and (ii) ten years of service with the Bank, he will be entitled to
receive an annual benefit equal to 40% of his average base salary during the 24 months prior to his
Early Retirement for a period of fifteen years (payable in equal monthly installments following his
Early Retirement.) Based on these conditions, Mr. Lively became 100% vested in his Normal
Retirement SERP benefit in October 2008 and will become 100% vested in his Early Retirement SERP
benefit in March 2019. In the event of Mr. Livelys disability, he will become 100% vested in
the portion of his SERP benefit then accrued and will be entitled to receive a lump sum benefit
payable not later than 90 days following his disability. In the event of Mr. Livelys death, his
estate will be entitled to receive a lump sum payment equal to the then present value of the
aggregate SERP benefit payments irrespective of any vesting provisions payable not later than 90
days following his death. Upon a change in control of the Bank, Mr. Lively would continue to be
100% vested in his SERP benefit. If Mr. Livelys employment is terminated within two years
following a change in control of the Bank, he will be entitled to receive a lump sum payment equal
to the then present value of his full SERP benefit payments payable not later than 90 days
following the termination of his employment. If he is terminated more than two years following a
change in control of the Bank, this benefit will be paid out in equal monthly installments for ten
years following his termination.
Pursuant to Ms. Scroggins Amended and Restated SERP Participation Agreement, if Ms. Scroggins
elects Early Retirement after (i) attaining age 60 and (ii) fifteen years of service with the Bank,
she will be entitled to receive an annual benefit equal to 25% of her average base salary during
the 24 months prior to her Early Retirement for a period of ten years (payable in equal monthly
installments following her Early Retirement). Ms. Scroggins also vests 20% annually in her Normal
Retirement SERP benefit starting with her 11th year of service with the Bank. If Ms. Scroggins
employment is terminated by the Bank other than for Cause or by Ms. Scroggins, she will be entitled
to receive an annual benefit equal to the vested percentage of 25% of her average base salary
during the 24 months prior to the termination of her employment for a period of ten years (payable
in equal monthly installments following her termination of employment after reaching age 65, or if
her employment is terminated prior to her reaching age 65, following her reaching age 65). Based
on these conditions, Ms. Scroggins will become
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fully
vested in her Normal Retirement SERP benefit in October 2013 and
in her Early Retirement SERP
benefit in August 2019. In the event of Ms. Scroggins disability, she will become 100%
vested in the portion of her SERP benefit then accrued and will be entitled to receive a lump sum
benefit payable not later than 90 days following her disability. In the event of Ms. Scroggins
death, her estate will be entitled to receive a lump sum payment equal to the then present value of
the aggregate SERP benefit payments irrespective of any vesting provisions payable not later than
90 days following her death. Upon a change in control of the Bank, Ms. Scroggins will become 100%
vested in her SERP benefit. If Ms. Scroggins employment is terminated within two years following a
change in control of the Bank, she will be entitled to receive a lump sum payment equal to the then
present value of the aggregate SERP benefit payments payable not later than 90 days following the
termination of her employment. If she is terminated more than two years following a change in
control of the Bank, this benefit will be paid out in equal monthly installments for ten years
following her termination.
Pursuant to Mr. Campbells Amended and Restated SERP Participation Agreement, Mr. Campbell
vests 20% annually in his Normal Retirement SERP benefit starting with his fourth year of service
with the Bank. Based on these conditions, Mr. Campbell became 100% vested in his Normal Retirement
SERP benefit in January 2008. If Mr. Campbells employment is terminated by the Bank other than for
Cause or by Mr. Campbell, he will be entitled to receive an annual benefit equal to 25% of his
average base salary during the 24 months prior to the termination of his employment for a period of
ten years (payable in equal monthly installments following his termination of employment after
reaching age 65, or if his employment is terminated prior to his reaching age 65, following his
reaching age 65). Mr. Campbell does not have an Early Retirement vesting provision in his Amended
and Restated SERP Participation Agreement. In the event of Mr. Campbells disability, he will
become 100% vested in the portion of his SERP benefit then accrued and will be entitled to receive
a lump sum benefit payable not later than 90 days following his disability. In the event of Mr.
Campbells death, his estate will be entitled to receive a lump sum payment equal to the then
present value of his full aggregate SERP benefit payments irrespective of any vesting provisions
payable not later than 90 days following his death. Upon a change in control of the Bank, Mr.
Campbell will continue to be 100% vested in his SERP benefit. If Mr. Campbells employment is
terminated within two years following a change in control of the Bank, he will be entitled to
receive a lump sum payment equal to the then present value of his full SERP benefit payments
payable not later than 90 days after termination of his employment. If he is terminated more than
two years following a change in control of the Bank, this benefit will be paid out in equal monthly
installments for a period of ten years following his termination.
Pursuant to Mr. Saporitos Amended and Restated SERP Participation Agreement, Mr. Saporito
vests 20% annually in his Normal Retirement SERP benefit starting with his fourth year of service
with the Bank. Based on these conditions, Mr. Saporito will become fully vested in his Normal
Retirement SERP benefit in September 2012. If Mr. Saporitos employment is terminated by the Bank
other than for Cause or by Mr. Saporito, he will be entitled to receive an annual benefit equal to
the vested percentage of 25% of his average base salary during the 24 months prior to the
termination of his employment for a period of ten years (payable in equal monthly installments
following his termination of employment after reaching age 65, or if his employment is terminated
prior to his reaching age 65, following his reaching age 65). Mr. Saporito does not have an Early
Retirement vesting provision in his Amended and Restated SERP Participation Agreement. In the
event of Mr. Saporitos disability, he will become 100% vested in the portion of his SERP benefit
then accrued and will receive a lump sum benefit payable not later than 90 days following his
disability. In the event of Mr. Saporitos death, he will become 100% vested in his SERP benefit
and his estate will be entitled to receive a lump sum payment equal to the then present value of
the aggregate SERP benefit payments irrespective of any vesting provisions payable not later than
90 days following his death. Upon a change in control of the Bank, Mr. Saporito will become 100%
vested in his SERP benefit. If Mr. Saporitos employment is terminated within two years following a
change in control of the Bank, he will be entitled to receive a lump sum payment equal to the then
present value of
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the aggregate SERP benefit payments payable not later than 90 days following the termination of his
employment. If he is terminated more than two years following a change in control of the Bank,
this benefit will be paid out in equal monthly installments for a period of ten years following his
termination.
Notwithstanding anything in the Amended and Restated SERP Participation Agreements to the
contrary, no benefits will be payable to any Participant who is terminated from his or her
employment for Cause.
As a condition to receiving their SERP benefit, Ms. Scroggins, Mr. Campbell and Mr. Saporito
have each agreed not to compete (as defined by the respective Amended and Restated SERP
Participation Agreements) with the Bank for a one-year period following their termination of
employment. Mr. Lively is subject to a similar non-competition agreement pursuant to his employment
agreement.
This description of the Amended and Restated SERP Participation Agreements is a summary and
does not purport to be a complete description of all of the terms of the Amended and Restated SERP
Participation Agreements, and is qualified in its entirety by reference to the Amended and Restated
SERP Participation Agreements, filed herewith as Exhibit 10.1, Exhibit 10.2,
Exhibit 10.3 and Exhibit 10.4, respectively, and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1
|
Amended and Restated Participation Agreement, dated December 27, 2010, between Community First Bank & Trust and Marc R. Lively. | |
10.2
|
Amended and Restated Participation Agreement, dated December 27, 2010, between Community First Bank & Trust and Dianne Scroggins. | |
10.3
|
Amended and Restated Participation Agreement, dated December 27, 2010, between Community First Bank & Trust and Carl B. Campbell. | |
10.4
|
Amended and Restated Participation Agreement, dated December 27, 2010, between Community First Bank & Trust and Mike Saporito. |
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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.
COMMUNITY FIRST, INC. |
||||
By: | /s/ Dianne Scroggins | |||
Dianne Scroggins | ||||
Chief Financial Officer | ||||
Date: December 29, 2010
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EXHIBIT INDEX
Exhibit No. | Description | |
10.1
|
Amended and Restated Participation Agreement, dated December 27, 2010, between Community First Bank & Trust and Marc R. Lively. | |
10.2
|
Amended and Restated Participation Agreement, dated December 27, 2010, between Community First Bank & Trust and Dianne Scroggins. | |
10.3
|
Amended and Restated Participation Agreement, dated December 27, 2010, between Community First Bank & Trust and Carl B. Campbell. | |
10.4
|
Amended and Restated Participation Agreement, dated December 27, 2010, between Community First Bank & Trust and Mike Saporito. |