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NBBC > SEC Filings for NBBC > Form 8-K on 21-Aug-2014All Recent SEC Filings

Show all filings for NEWBRIDGE BANCORP

Form 8-K for NEWBRIDGE BANCORP


21-Aug-2014

Entry into a Material Definitive Agreement, Change in Directors or Principal Of


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ExecutiveOfficer Compensation. On August 21, 2014, 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 Amended and Restated Employment and Change of Control Agreement (the "Employment Agreement"). The Employment Agreement, which becomes effective on September 1, 2014 (the "Effective Date"), 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 have the meaning given them in the Employment Agreement, a copy of which is attached as Exhibit 99.1, and incorporated herein by reference.

The Employment Agreement provides for Mr. Ridgill's employment as President and Chief Executive Officer of the Company and the Bank (together "NewBridge"), 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 an initial term of three years beginning on the Effective Date. Upon each anniversary of the Effective Date, the initial term will be automatically extended by an additional 12 months, unless either NewBridge or Mr. Ridgill gives written notice of non-extension no less than 90 days prior to the applicable anniversary of the Effective Date (the "Employment Period").

NewBridge will pay Mr. Ridgill a base salary at the rate of at least $550,000 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. NewBridge will 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 $550,000, and periodic increases in Base Salary, once granted, may not be revoked.

Mr. Ridgill will 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 will 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, will be eligible for participation in and will 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 will 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 will 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 will be entitled to an annual automobile allowance payment of $15,000.

Mr. Ridgill will be entitled annually to a minimum of 37 business days of paid vacation and will 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 will 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 and certified financial planner.

Mr. Ridgill's employment with NewBridge will 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 voluntarily retire or resign (a "Voluntary Termination"), or 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 will 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 will 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 will be secondary to those provided under such other employer's plans; and

(iii) NewBridge will 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 will become entitled to the following: (i) Accrued Obligations will be timely paid; (ii) Other Benefits will 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 will 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 will 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 will 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 will 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 will only be entitled to the following: (i) Accrued Obligations will be timely paid; (ii) Other Benefits will be timely paid or provided; (iii) all options that are ISOs and that vested at or prior to the Date of Termination will 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 will 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 nonqualified stock options, for the exercise period set forth in the applicable grant; (v) all other options that vested at or prior to the Date of Termination will remain exercisable for the period of exercise in effect immediately prior to the Date of Termination, and (vi) all restricted stock awards previously granted and scheduled to vest in the year in which the Date of Termination occurs will immediately vest.

If Mr. Ridgill's employment is terminated for Cause or in the event of a Voluntary Termination, Mr. Ridgill will only be entitled to the following: (i) the Accrued Obligations will be paid in a lump sum in cash on the 30th day after the Date of Termination, and (ii) Other Benefits will be paid or provided in a timely manner, provided, however, that Mr. Ridgill's right to continue to participate in the Welfare Benefit Plans will terminate on the 30th day following the Date of Termination, subject to any rights under the Consolidated Omnibus Budget Reconciliation Act of 1985.

In the event that NewBridge terminates Mr. Ridgill's employment Without Cause, or Mr. Ridgill terminates his employment for Good Reason, in any such case at . . .



ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; APPOINTMENT OF PRINCIPAL OFFICERS.

(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.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO.    DESCRIPTION OF EXHIBIT
-----------    -------------------------------------------------------------------
99.1           Amended and Restated Employment and Change of Control Agreement
               among NewBridge Bancorp, NewBridge Bank and Pressley A. Ridgill,
               effective September 1, 2014.

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