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EX-99.1 - EXHIBIT 99.1 - FIRST US BANCSHARES INCa50047201ex99_1.htm

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):  October 24, 2011


United Security Bancshares, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

0-14549

63-0843362

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


131 West Front Street
Post Office Box 249
Thomasville, Alabama 36784
(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (334) 636-5424


N/A
(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.

On October 24, 2011, United Security Bancshares, Inc. (“USB”) announced that USB and its subsidiary bank, First United Security Bank (“FUSB”; USB and FUSB are hereinafter collectively referred to as the “Company”), have approved the appointment of James F. House as President and Chief Executive Officer of the Company.  Mr. House is expected to commence employment with the Company in November 2011.  Upon commencement of employment, Mr. House will also serve on the Boards of Directors of both USB and FUSB, as well as the respective Board committees on which the President and Chief Executive Officer customarily serves.

Mr. House, age 59, has extensive prior experience in the banking industry.  Since May 2009, he has served as Florida Division President of BankTrust.  From 2005-2009, Mr. House was a business consultant focusing on management, investments and commercial and consumer lending issues.  Prior to that, he held numerous executive and senior management positions with SouthTrust Bank, including Executive Vice President, General Bank Commercial (2003-2004); Chief Executive Officer, Urban West Region (2002-2003); Chief Executive Officer, North Alabama/Tennessee Region (2000-2001); Chief Executive Officer, Birmingham Market Bank (1999-2003); and Chairman and Chief Executive Officer, SouthTrust Bank of Dothan, N.A. (1994-1998).

In connection with the announcement of Mr. House’s appointment, the Company has agreed with Mr. House on certain employment terms.  Upon Mr. House’s commencement of employment, the Company and Mr. House will enter into a definitive agreement incorporating these agreed upon terms, which definitive agreement will be filed as an exhibit to a subsequent filing on Form 8-K.  The material employment terms are as follows:

  • Term. The initial term of the employment agreement will be thirty (30) months, with renewal discussions to commence at least twelve (12) months prior to expiration.
  • Base Salary and Equity Compensation. Mr. House will be paid an initial base salary of $275,000 annually, which amount may be increased by the USB Board of Directors. Additionally, as an inducement to join the Company, Mr. House will receive a one-time grant of 5,000 fully-vested shares of USB common stock and will be eligible to receive up to an additional 5,000 shares of USB common stock during his employment upon attainment of certain criteria to be established by the USB Board of Directors in consultation with Mr. House.
  • Employee Benefits; Perquisites. Mr. House will be eligible to participate in any defined contribution plan, insurance program and medical or other health benefit plan sponsored by the Company, subject to the eligibility and participation requirements of such plans. He will be entitled to three (3) weeks of paid vacation each year. The Company will provide term life insurance coverage for Mr. House in the amount of $250,000. The Company will provide Mr. House with a Company-owned automobile and reimbursement of reasonable expenses in operating such automobile. The Company will reimburse Mr. House’s reasonable relocation expenses. Finally, the Company will reimburse Mr. House for his reasonable legal fees incurred in negotiating and drafting the employment agreement.
  • Severance Payments. Mr. House will be entitled to receive a severance payment in the event of a termination of his employment under certain circumstances. If the Company terminates Mr. House’s employment without cause, or if Mr. House terminates his employment for good reason (as such terms are defined in the employment agreement) in a non-change in control context, the Company will be obligated to pay Mr. House any accrued and unpaid base salary and a one-time lump sum severance payment in an amount equal to the greater of (A) one (1) times his then-current base salary or (B) the amount of base salary that otherwise would have been payable to Mr. House during the remainder of the initial term of the employment agreement had his employment continued until the natural expiration of the initial term.

  • Change in Control. If, within six (6) months of a change in control of the Company (as such term is defined in the employment agreement), Mr. House is terminated by the Company or its successor without cause, or Mr. House terminates his employment for good reason, Mr. House will be entitled to a one-time lump sum change in control payment in an amount equal to the greater of (A) two (2) times his then-current base salary or (B) two (2) times his annualized compensation (as such term is defined in the employment agreement).
  • Restrictive Covenants. Mr. House will be subject to certain non-competition and non-solicitation restrictions for a period of one (1) year following the termination of his employment with the Company.

There are no arrangements or understandings between Mr. House and any other person pursuant to which he was appointed to the positions described above.  There are no family relationships between Mr. House and any director or executive officer of the Company.  Mr. House is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01.          Other Events.

On October 24, 2011, the Company issued a press release announcing appointment of Mr. House as President and Chief Executive Officer of USB and FUSB.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.          Financial Statements and Exhibits.

(d)

Exhibits

 
 

Exhibit Number

Exhibit

 
99.1 Press Release dated October 24, 2011

Forward-Looking Statements

Statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995).  In addition, USB, through its senior management, from time to time makes forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995) concerning its expected future operations and performance and other developments.  The words “estimate,” “project,” “intend,” “anticipate,” “expect,” “believe” and similar expressions are indicative of forward-looking statements.  Such forward-looking statements are necessarily estimates reflecting USB’s best judgment based upon current information and involve a number of risks and uncertainties, and various factors could cause results to differ materially from those contemplated by such forward-looking statements.  Such factors could include those identified from time to time in USB’s SEC filings and other public announcements, including the factors described in USB’s Annual Report on Form 10-K for the year ended December 31, 2010, as amended.  With respect to the adequacy of the allowance for loan losses for USB, these factors include, but are not limited to, the rate of growth (or lack thereof) in the economy, the relative strength and weakness in the consumer and commercial credit sectors and in the real estate markets and collateral values.  Forward-looking statements speak only as of the date they are made, and USB undertakes no obligation to revise forward-looking statements to reflect circumstances or events that occur after the dates the forward-looking statements are made, except as required by law.


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.



Dated:

October 27, 2011

UNITED SECURITY BANCSHARES, INC.

 
By:

/s/ Beverly J. Dozier

Name:

Beverly J. Dozier

Vice President, Secretary and Assistant Treasurer