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EFSC > SEC Filings for EFSC > Form 8-K on 18-Oct-2013All Recent SEC Filings

Show all filings for ENTERPRISE FINANCIAL SERVICES CORP

Form 8-K for ENTERPRISE FINANCIAL SERVICES CORP


18-Oct-2013

Change in Directors or Principal Officers


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

Entry Into or Amendment of Material Compensatory Plan, Contract or Arrangement On October 11, 2013, Enterprise Financial Services Corp (the "Company") entered into an amended and restated Executive Employment Agreement (the "New Agreement") with Scott R. Goodman, President of Enterprise Bank & Trust, the Company's banking subsidiary. The New Agreement amends and restates Mr. Goodman's existing Executive Employment Agreement with the Company, dated effective as of January 1, 2005.
Under the New Agreement, Mr. Goodman will continue to serve as President of Enterprise Bank & Trust. The New Agreement leaves Mr. Goodman's base salary unchanged at $275,457, subject to future increases by the Company. Mr. Goodman will also continue to be eligible for short term and long term incentive compensation, consistent with the Company's policies for executives at similar levels.
Further, the New Agreement provides that if Mr. Goodman's employment is terminated by the Company without "cause" (as defined in the New Agreement) or Mr. Goodman experiences a "Constructive Termination," as defined in the New Agreement, Mr. Goodman will be entitled to severance pay equal to one year's salary, plus the target amount of his annual cash bonus opportunity for the year in which such termination occurs. Such amount will be paid in a lump sum following such termination, subject to Mr. Goodman's execution and delivery of an acceptable release of claims.
If Mr. Goodman's employment is terminated by the Company without cause or Mr. Goodman experiences a Constructive Termination (i) within three (3) months prior to and in contemplation of a Change in Control (as defined in the New Agreement) or (ii) one year following a Change in Control, Mr. Goodman will be entitled to severance pay equal to two year's base salary, plus two times the target amount of his annual cash bonus opportunity for the year in which such termination occurs. Such amount will be paid in a lump sum following such termination, subject to Mr. Goodman's execution and delivery of an acceptable release of claims.
If Mr. Goodman's employment is terminated for any other reason, he will receive his unpaid salary and bonus compensation to the extent earned and payable and accrued benefits through the date of termination, but will not be entitled to any severance compensation.
Mr. Goodman will be subject to ongoing confidentiality obligations with respect to the Company's confidential information and will be subject to non-competition and non-solicitation covenants for a period of one year following termination of his employment.

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