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| NBBC > SEC Filings for NBBC > Form 8-K on 5-Sep-2012 | All Recent SEC Filings |
5-Sep-2012
Entry into a Material Definitive Agreement, Change in Directors or Principal Of
Executive Officer Compensation. On September 4, 2012, NewBridge Bancorp (the "Company"), its subsidiary, NewBridge Bank (the "Bank") and Pressley A. Ridgill, President and Chief Executive Officer of the Company and the Bank, executed an Employment and Change of Control Agreement (the "Employment Agreement"). The Employment Agreement, which becomes effective on January 1, 2013, will replace Mr. Ridgill's existing employment agreement.
There follows a brief description of the terms and conditions of the Employment Agreement. Unless defined herein, capitalized terms shall have the meaning given them in the Employment Agreement, a copy of which is attached as Exhibit 99.1, and incorporated herein by reference.
Notwithstanding any other provision of the Employment Agreement, for so long as the United States Department of the Treasury ("UST") holds shares of preferred stock of the Company, purchased by the UST under the Capital Purchase Program implemented under the Emergency Economic Stabilization Act of 2008, certain restrictions will apply, as provided for in Appendix A to the Employment Agreement. These restrictions cause many of the provisions of the Employment Agreement to be without effect, with the consequence that Mr. Ridgill may not receive incentive compensation, golden parachute payments or severance payments, except as specifically allowed by the American Recovery and Reinvestment Act of 2009 and interim final rules promulgated thereunder by the UST. Further, Mr. Ridgill has waived and released any and all claims, actions and claims for release and causes of action he has or may have against the Company and the Bank arising thereunder, until such time as the Company and the Bank are no longer subject to these restrictions.
The Employment Agreement provides for Mr. Ridgill's employment as President and Chief Executive Officer of the Company and the Bank, with duties and responsibilities as are customary for persons holding such executive offices of institutions that are a part of the financial institutions industry. Unless earlier terminated, the Employment Agreement has a term of three years beginning as of January 1, 2013 (the "Effective Date") and ending as of December 31, 2015 (the "Employment Period").
The Company and the Bank (together "NewBridge") will pay Mr. Ridgill a base salary at the rate of at least $464,063 per year ("Base Salary"), less normal withholdings, payable in equal monthly or more frequent installments as are customary under the Bank's payroll practices from time to time. The Bank shall review Mr. Ridgill's total compensation at least annually and in its sole discretion may adjust Mr. Ridgill's total compensation from year to year, but during the Employment Period, Mr. Ridgill's Base Salary may not decrease below $464,063, and periodic increases in Base Salary, once granted, may not be revoked.
Mr. Ridgill shall be entitled to participate in all of NewBridge's (i) executive management incentive plans, (ii) long-term incentive plans; and (iii) stock option, stock grant and similar plans, and in each of the foregoing cases any successor or substitute plans, and in at least as favorable a manner as any participant who is a member of NewBridge's senior executive management.
Mr. Ridgill shall be entitled to participate in all savings, pension and retirement plans (including supplemental retirement plans), practices, policies and programs applicable generally to NewBridge's senior executive employees (the "Benefit Plans"), on at least as favorable a basis as any other participant who is a member of NewBridge's senior executive management.
Mr. Ridgill and/or Mr. Ridgill's family, as the case may be, shall be eligible for participation in and shall receive all benefits under all welfare benefit plans, practices, policies and programs provided by NewBridge (including, without limitation, medical, hospitalization, prescription, dental, disability, employee life, group life, accidental death and dismemberment, and travel accident insurance plans and programs) to the extent applicable generally to NewBridge's senior executive employees ("Welfare Benefit Plans").
Mr. Ridgill shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Mr. Ridgill in accordance with NewBridge's policies, practices and procedures, to the extent applicable generally to NewBridge's other senior executive employees.
Mr. Ridgill shall be entitled to fringe benefits in accordance with NewBridge's plans, practices, programs and policies in effect for their senior executive employees. In addition, Mr. Ridgill shall be entitled to an annual automobile allowance payment of $15,000, and the Employer shall pay the operating expenses of such automobile.
Mr. Ridgill shall be entitled annually to a minimum of 33 business days of paid vacation and shall be entitled to those number of business days of paid disability, sick and other leave specified in NewBridge's employment policies. In addition, Mr. Ridgill shall receive up to five business days of paid leave to attend continuing education programs in order to maintain his status as a certified public accountant.
Mr. Ridgill's employment with NewBridge shall terminate automatically upon Mr. Ridgill's death. Otherwise, NewBridge may terminate Mr. Ridgill's employment for Cause, Without Cause and/or if NewBridge determines in good faith that the Disability of Mr. Ridgill has occurred, after notice of such determination. Also, Mr. Ridgill may terminate his employment for Good Reason.
If NewBridge terminates Mr. Ridgill's employment Without Cause, or Mr. Ridgill terminates his employment for Good Reason, in each case, other than in connection with a Change of Control, then in consideration of Mr. Ridgill's services rendered prior to such Termination:
(i) NewBridge shall pay Mr. Ridgill the following cash sums: (a) his Base Salary through the Date of Termination, (b) any accrued vacation, sick and other leave pay, (c) the product of (1) the number of days remaining in the Employment Period and (2) Mr. Ridgill's Base Salary, divided by 365, and (d) the product of (x) Mr. Ridgill's aggregate cash bonus for the last completed fiscal year, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365;
(ii) for the Remaining Employment Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, NewBridge shall continue to provide benefits to Mr. Ridgill and/or Mr. Ridgill's family at least equal to those which would have been provided to them in accordance with the Welfare Benefit Plans if Mr. Ridgill's employment had not been terminated; provided, however, that if Mr. Ridgill becomes re-employed with another employer and is eligible to receive substantially the same benefits under the other employer's plans, the benefits provided by NewBridge shall be secondary to those provided under such other employer's plans; and
(iii) NewBridge shall timely pay or provide to Mr. Ridgill any other amounts or benefits required to be paid or provided or which Mr. Ridgill is eligible to receive under any Welfare Benefit Plan.
If Mr. Ridgill's employment terminates by reason of his death, Mr. Ridgill's legal representatives shall become entitled to the following: (i) Accrued Obligations shall be timely paid; (ii) Other Benefits shall be timely paid or provided; (iii) all stock options that are "incentive stock options" ("ISOs"), as described in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), previously granted to Mr. Ridgill that vested at or prior to the Date of Termination shall remain exercisable for the longer of 12 months and the exercise period in effect immediately prior to the Date of Termination; (iv) all nonqualified stock options shall remain exercisable for the period of exercise in effect immediately prior to the Date of Termination; (v) all options previously granted to Mr. Ridgill and scheduled to vest in the year of death shall immediately vest and be exercisable for the exercise period set forth in the applicable grants; and (vi) Mr. Ridgill's rights to all benefits under all Benefit Plans that are "nonqualified" plans shall be 100% vested at the time of Mr. Ridgill's death.
If Mr. Ridgill's employment is terminated by reason of his Disability,
Mr. Ridgill shall only be entitled to the following: (i) Accrued Obligations
shall be timely paid; (ii) Other Benefits shall be timely paid or provided;
(iii) all options that are ISOs and that vested at or prior to the Date of
Termination shall remain exercisable for the lesser of 12 months and the period
of exercise in effect immediately prior to the Date of Termination; (iv) all
options previously granted and scheduled to vest in the year in which the Date
of Termination occurs shall immediately vest and be exercisable (A) in the case
of ISOs, for 12 months from the Date of Termination, and (B) in the case of
. . .
(e) A brief description of the material terms of Mr. Ridgill's Employment Agreement is contained in Item 1.01, "Entry into a Material Definitive Agreement," above, and is incorporated herein by reference.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
99.1 Employment and Change of Control Agreement among NewBridge Bancorp, NewBridge Bank and Pressley A. Ridgill, effective January 1, 2013.
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