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NBHC > SEC Filings for NBHC > Form 8-K on 8-Apr-2014All Recent SEC Filings




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 April 7, 2014, the Company entered into a Transition and Consulting Agreement with Donald Gaiter, the Company's Chief of Acquisitions and Strategy. Pursuant to the Transition and Consulting Agreement, Mr. Gaiter will depart from the Company effective April 30, 2014. Notwithstanding his departure, Mr. Gaiter has agreed to serve as a consultant to the Company through October 31, 2014 to assist in the transition of his current responsibilities and in the role of M&A Advisor with respect to any potential acquisitions by the Company. In connection with his consulting services, Mr. Gaiter will receive $1,345.00 per diem for any services provided from time to time, net of a monthly retainer of $2,000.00. Mr. Gaiter is subject to a non-solicitation covenant (as further specified in the Transition and Consulting Agreement) for a one year period following the termination of the Transition and Consulting Agreement. Mr. Gaiter's transition from employee to consultant will not be a termination of service for the purposes of his 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 Mr. Gaiter's departure, Brian F. Lilly, the Company's Chief Financial Officer, will assume Mr. Gaiter's responsibilities regarding acquisitions and strategy.
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 April 7, 2014, by and among Donald Gaiter, the Company and NBH Bank, N.A.
99.1 Press release, dated April 8, 2014.

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