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EX-10.1 - EXECUTIVE EMPLOYMENT AGREEMENT - JACKSONVILLE BANCORP INC /FL/ | d407966dex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 14, 2012
JACKSONVILLE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Florida | 000-30248 | 59-3472981 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
100 North Laura Street, Suite 1000 | ||||
Jacksonville, FL | 32202 | |||
(Address of principal executive offices) | (Zip Code) |
(904) 421-3040
(Registrants telephone number, including area code)
(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)) |
Explanatory Note
On June 20, 2012, Jacksonville Bancorp, Inc. (the Company) filed a Form 8-K (the Original Report) disclosing that Margaret A. Incandela had been appointed as Chief Operating Officer of the Company and of the Companys wholly owned subsidiary, The Jacksonville Bank (the Bank), subject to regulatory approval. The Original Report did not include a description of Ms. Incandelas employment agreement because, at that time, she had not yet entered into such an agreement with the Company. Pursuant to Instruction 2 to Item 5.02, this Form 8-K/A is filed for the purpose of reporting the information required under Item 5.02(c)(3) of Form 8-K.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with Ms. Incandelas appointment in June 2012 as Chief Operating Officer of the Company and the Bank (subject to regulatory approval) and her previous appointment in May 2012 as Chief Credit Officer and Executive Vice President of the Company and the Bank, the Company, the Bank and Ms. Incandela entered into an Executive Employment Agreement dated September 5, 2012 (the Employment Agreement). Pursuant to the Employment Agreement, Ms. Incandela earns a base salary of $200,000, which may be increased from time to time at the sole discretion of the Companys board of directors, and she may earn an annual cash bonus of up to 33 1/3% of her base salary, which actual amount will be determined at the sole discretion of the Companys board of directors. Ms. Incandela is also entitled to participate in all medical and health care benefit plans provided by the Bank for its employees, and any current or future employee benefit plans and arrangements in which executive officers of the Company or the Bank are permitted to participate.
The term of the Employment Agreement is three years, subject to automatic extension for additional one-year periods thereafter. If at any time during the first year of the initial term of the Employment Agreement, the Company completes a recapitalization involving the sale of at least $50 million in common stock (or preferred stock convertible into common stock), the Company has agreed to award Ms. Incandela, under the Companys current stock incentive plan, restricted shares of the Companys common stock and/or options to purchase shares of the Companys common stock, subject to applicable regulatory and shareholder approvals. Up to 1.5% of the aggregate number of shares issued in the recapitalization would be subject to such award, and the award would vest 20% upon closing of the recapitalization, and 40% upon each of the first and second anniversaries of such closing.
During the term of the Employment Agreement and for a period of one year thereafter, Ms. Incandela has agreed not to compete with the Bank or the Company within the Jacksonville statistical metropolitan area, or solicit employees from the Bank or the Company.
If Ms. Incandelas employment is terminated for cause (as defined in the Employment Agreement), upon a determination that her performance is not satisfactory or as a result of non-renewal of her Employment Agreement, Ms. Incandela will be entitled to receive her base salary through her termination date only. If Ms. Incandelas employment is terminated for any other reason, other than as a result of an uncured breach of the Employment Agreement by the Company and/or the Bank following a change in control (as defined in the Employment Agreement), or a change in her position or duties following a change in control, Ms. Incandela will be entitled to receive her base salary for a period of one year following her termination date. If Ms. Incandelas employment is terminated following a change in control as a result of (i) an
uncured breach of her Employment Agreement by the Company and/or the Bank, or (ii) a change in her position or duties, Ms. Incandela will be entitled to receive her base salary for a period of two years following her termination date. Upon an early termination of Ms. Incandelas employment, any unvested awards she held will be forfeited, except in the event that she terminates her employment because of an uncured breach of the Employment Agreement by the Company and/or the Bank, or a change in her position or duties, in which case any unvested awards she held as of the termination date will be automatically vested in full.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit |
Description | |
10.1 | Executive Employment Agreement among Jacksonville Bancorp, Inc., The Jacksonville Bank and Margaret A. Incandela. |
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.
JACKSONVILLE BANCORP, INC. | ||
By: | /s/ Valerie A. Kendall | |
Name: | Valerie A. Kendall | |
Title: | Executive Vice President | |
and Chief Financial Officer |
Date: September 6, 2012
EXHIBIT INDEX
Exhibit |
Description | |
10.1 | Executive Employment Agreement among Jacksonville Bancorp, Inc., The Jacksonville Bank and Margaret A. Incandela. |