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NBHC > SEC Filings for NBHC > Form 8-K on 27-Nov-2013All Recent SEC Filings

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Form 8-K for NATIONAL BANK HOLDINGS CORP


27-Nov-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. On November 25, 2013, the Company entered into a Transition and Consulting Agreement with Kathyrn M. Hinderhofer, the Company's Chief of Integration, Technology and Operations. Pursuant to the Transition and Consulting Agreement, Ms. Hinderhofer will retire from the Company, effective December 31, 2013. Notwithstanding her retirement, Ms. Hinderhofer has agreed to serve as a consultant to the Company through December 31, 2014 to assist in the transition of her current responsibilities and in the role of Integration Advisor with respect to integrations relating to any future acquisitions by the Company. In accordance with the Transition and Consulting Agreement, Ms. Hinderhofer will be entitled to a guaranteed annual incentive payment of $250,000.00 with respect to 2013. In connection with her consulting services during 2014, Ms. Hinderhofer will receive $960.00 per diem for any services provided from time to time, net of a monthly retainer of $2,000.00. Ms. Hinderhofer is subject to non-competition and non-solicitation covenants (as further specified in the Transition and Consulting Agreement) for a one year period following the termination of the Transition and Consulting Agreement. Ms. Hinderhofer's transition from employee to consultant will not be a termination of service for the purposes of her outstanding equity awards granted pursuant to the Company's 2009 Equity Incentive Plan and any subsequent termination, including the expiration of the consulting term, shall be deemed to be a termination of service without "cause" solely for the purpose of certain outstanding equity awards. The foregoing description of the Transition and Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
In addition, as a result of Ms. Hinderhofer's retirement, Thomas M. Metzger, in addition to his current role as NBH Bank, N.A.'s Market President for its Bank Midwest and Hillcrest Bank divisions, will serve as Chief of Enterprise Technology & Integration and assume the responsibilities of the Company's Enterprise Technology and Project Management departments.
The press release issued by the Company is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. Exhibit No. Description of Exhibit
10.1 Transition and Consulting Agreement, dated November 25, 2013, by and among Kathryn Hinderhofer, the Company and NBH Bank, N.A.
99.1 Press release, dated November 27, 2013.


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