Attached files

file filename
EX-10.1 - OPTION AWARD AGREEMENT - SUFFOLK BANCORPd315906dex101.htm
EX-99.1 - PRESS RELEASE - SUFFOLK BANCORPd315906dex991.htm
EX-10.2 - CHANGE OF CONTROL EMPLOYMENT AGREEMENT - SUFFOLK BANCORPd315906dex102.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): March 8, 2012

 

 

SUFFOLK BANCORP

(Exact name of registrant as specified in its charter)

 

 

 

New York   000-13580   11-2708279

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4 West Second Street, Riverhead, New York   11901
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (631) 208-2400

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 (see General Instruction A.2. below):

 

¨ 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 Appointment of Chief Lending Officer and Chief Credit Officer.

On March 13, 2012, Suffolk Bancorp (the “Company”) announced the appointment of Michael R. Orsino, age 61, as Executive Vice President and Chief Lending Officer of the Company’s banking subsidiary, Suffolk County National Bank, and the appointment of Karen A. Hamilton, age 58, as Executive Vice President and Chief Credit Officer. Each will also serve as an Executive Vice President of the Company itself. The position of Chief Credit Officer was newly created. Mr. Orsino succeeds Ms. Hamilton as Chief Lending Officer, where she had served since May of 2011.

In connection with his appointment as Executive Vice President and Chief Lending Officer, Mr. Orsino was granted stock options to acquire 20,000 shares of Company common stock with a per share exercise price equal to the closing price of a share of Suffolk Bancorp common stock on the date of grant, vesting in three equal annual installments on each of the first, second, and third anniversaries of the grant date subject to his continued employment (subject to accelerated vesting upon certain terminations of employment and a change of control of the Company).

Mr. Orsino entered into a Change of Control Employment Agreement that is substantially similar to the form of Change of Control Employment Agreements entered into with other executive officers of the Company. Mr. Orsino’s Change of Control Employment Agreement provides for a minimum level of compensation and benefits during the two-year period immediately following a “change of control” of the Company and provides for severance equal to twice the sum of his base salary and target annual bonus, as well as two years of continued medical and dental benefits in the event that Mr. Orsino’s employment is terminated without “cause” or he resigns with “good reason” during the three-year period immediately following a change of control. The Change of Control Employment Agreement also provides for a reduction of compensation and benefits to Mr. Orsino in the event that such reduction would avoid excise taxes under Sections 280G and 4999 of the Internal Revenue Code and result in a better after-tax outcome for Mr. Orsino. The agreement with Ms. Hamilton was disclosed previously.

Mr. Orsino had served as President of various banking districts of KeyBank starting in 1995, and continuing until 2011; with the exception of the years 2003 to 2005 when he served as National Sales Executive for the retail banking divisions in 21 districts and 13 states.

The foregoing summaries are qualified in their entirety by reference to the form of Option Award Agreement, a copy of which is attached hereto as Exhibit 10.1; and the Change of Control Employment Agreement with Mr. Orsino, a copy of which is attached hereto as Exhibit 10.2, each of which is incorporated herein by reference.

Attached as Exhibit 99.1 is the Company’s press release titled, “SUFFOLK BANCORP APPOINTS MICHAEL R. ORSINO, CHIEF LENDING OFFICER; PROMOTES KAREN A. HAMILTON TO CHIEF CREDIT OFFICER” dated March 13, 2012.

 

Item 9.01 Financial Statements and Exhibits

 

(d)    Exhibits
10.1    Option Award Agreement
10.2    Change of Control Employment Agreement
99.1    Press release titled, “SUFFOLK BANCORP APPOINTS MICHAEL R. ORSINO, CHIEF LENDING OFFICER; PROMOTES KAREN A. HAMILTON TO CHIEF CREDIT OFFICER” dated March 13, 2012.

 

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SIGNATURE

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.

 

  SUFFOLK BANCORP
Dated March 13, 2012   By:  

/s/ Douglas Ian Shaw

  Senior Vice President & Corporate Secretary

 

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EXHIBIT INDEX

 

10.1    Option Award Agreement
10.2    Change of Control Employment Agreement
99.1    Press release titled, “SUFFOLK BANCORP APPOINTS MICHAEL R. ORSINO, CHIEF LENDING OFFICER; PROMOTES KAREN A. HAMILTON TO CHIEF CREDIT OFFICER” dated March 13, 2012.

 

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