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TCBI > SEC Filings for TCBI > Form 8-K on 14-Jun-2013All Recent SEC Filings

Show all filings for TEXAS CAPITAL BANCSHARES INC/TX | Request a Trial to NEW EDGAR Online Pro

Form 8-K for TEXAS CAPITAL BANCSHARES INC/TX


14-Jun-2013

Change in Directors or Principal Officers, Financial Statements a


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On June 11, 2013, George F. Jones, Jr. announced his planned retirement as President, Chief Executive Officer and a director of Texas Capital Bancshares, Inc. (the "Company"). His retirement is effective as of December 31, 2013.

(e) In connection with his planned retirement, Mr. Jones entered into a Retirement Transition Agreement and Release (the "Agreement") with the Company which provided that Mr. Jones will receive the following compensation in connection with his retirement:

(1) Three Hundred Sixty Thousand Dollars in 2014 and the remaining One Million Eighty Thousand Dollars in equal installments over the eighteen month period beginning on July 1, 2014.

(2) A lump sum cash payment in 2014 equal to the bonus Mr. Jones would have otherwise been entitled to under the Company's bonus plan in effect for 2013 had he remained employed through the date the bonus is paid, based on Mr. Jones' actual achievement of certain performance objectives established for 2013;

(3) Lump sum cash payments in 2015 and 2016 equal to the amounts of the target bonus percentages achieved by the Company's then-Chief Executive Officer for the 2015 and 2016 performance years, respectively, multiplied by $720,000.

(4) The Company also agreed to grant to Mr. Jones a restricted stock unit award with respect to 30,000 shares of common stock, 60% of which will vest and be paid solely in cash upon the achievement of certain performance objectives as established by the Board of Directors (or a duly authorized committee) in its sole discretion, and 40% of which will be paid in cash on February 15, 2017; and a restricted stock unit award with respect to 30,000 shares of common stock, 60% of which will vest and be paid solely in cash upon the achievement of certain performance objectives as established by the Board of Directors (or a duly authorized committee) in its sole discretion, and 40% of which will be paid in cash on February 15, 2018.

A charge will be taken by the Company in the second quarter of 2013 to reflect the financial effect of this Agreement and other organization changes.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1    Press Release, dated June 11, 2013, of Texas Capital Bancshares, Inc.,
        announcing executive changes

99.2    Retirement Transition Agreement and Release dated June 10, 2013, between
        Texas Capital Bancshares, Inc. and George F. Jones, Jr.


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