Attached files
| file | filename |
|---|---|
| EX-10.4 - ATLANTIC COAST FEDERAL CORP | v170676_ex10-4.htm |
| EX-10.3 - ATLANTIC COAST FEDERAL CORP | v170676_ex10-3.htm |
| EX-10.1 - ATLANTIC COAST FEDERAL CORP | v170676_ex10-1.htm |
| EX-10.2 - ATLANTIC COAST FEDERAL CORP | v170676_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 31,
2009
ATLANTIC COAST FEDERAL
CORPORATION
(Exact
name of Registrant as specified in its charter)
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Federal
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000-50962
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59-3764686
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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505 Haines Avenue, Waycross,
Georgia 31501
(Address of principal
executive offices)
(800)
342-2824
Registrant’s
telephone number, including area code
Not
Applicable
(Former
Name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On
January 1, 2010, Atlantic Coast Bank (the “Bank”) the wholly owned subsidiary of
Atlantic Coast Federal Corporation (the “Company”) entered into an employment
agreement with Thomas B. Wagers, Sr., the Chief Financial Officer of the Bank,
with Carl W. Insel, the Bank’s Executive Vice President – Retail Operations and
with Phillip Buddenbohm, Chief Risk Officer of the Bank. The employment
agreement of Mr. Wagers is attached as Exhibit 10.1, the employment agreement of
Mr. Insel is attached as Exhibit 10.2 and the employment agreement of Mr.
Buddenbohm is attached as Exhibit 10.3 to this Current Report on Form
8-K. These
employment agreements have substantially the same terms and conditions as the
employment agreements entered into by Messrs. Wagers and Insel on May 8, 2009
and Mr. Buddenbohm on June 24, 2009. These employment agreements have been
restated in order for all the employment agreements to have the same review date
by the Board of Directors of the Bank.
The
agreements for Messrs. Wagers and Insel provide for a three year term while the
agreement for Mr. Buddenbohm provides for a one year term with base
salaries of $178,000 for Mr. Wagers, $175,000 for Mr. Insel and $139,000 for Mr.
Buddenbohm.
In addition to the base salary, the agreement provides for, among other things,
participation in incentive programs and other employee pension benefit and
fringe benefit plans applicable to executive employees. Upon each
anniversary date of the agreement, the term will be extended for an additional
year subject to the board of directors conducting a performance review of the
executive and approving such renewal. Under the agreements, the
executive’s employment may be terminated for cause at any time, in which event
he would have no right to receive compensation or other benefits for any period
after termination.
Certain
events resulting in Mr. Wager’s, Mr. Insel’s or Mr. Buddenbohm’s termination or
resignation will entitle the executive to payments of severance benefits
following termination of employment. The executive will be entitled
to severance benefits under the agreement in the event (A) his employment is
involuntarily terminated (for reasons other than cause, death, disability or
retirement) or (B) he resigns during the term of the agreement within two years
after any of the following events: (i) relocation of his principal place of
employment to a location that is more than 50 miles from Jacksonville, Florida;
(ii) a material reduction in his benefits and perquisites, including base
salary; or (iii) a material breach of the agreement by the Bank, provided,
however, that a change in the executive’s title or duties will not be considered
a material breach of the agreement. In such event, the executive
would be entitled to an immediate cash lump sum severance payment equal to three
times (one times for Mr. Buddenbohm) his highest annual rate of base salary at
any time during the term of the agreement and three times (one times for Mr.
Buddenbohm) his highest annual bonus and non-equity compensation received during
the latest three calendar years (most recent calendar year for Mr.
Buddenbohm) prior to the termination, which may be subject to a six
month delay if required to comply with Section 409A of the Internal Revenue
Code. In addition, the executive would be entitled, at no expense to
him, to the continuation of substantially comparable life, disability and
non-taxable medical and dental insurance coverage for such period.
Notwithstanding
any provision to the contrary in the agreements, payments under the agreements
following a change in control are limited so that they will not constitute an
excess parachute payment under Section 280G of the Internal Revenue
Code.
Also on
January 1, 2010, the Bank entered into a split dollar life insurance agreement
with Thomas B. Wagers, Sr. The agreement provides that the Bank shall
obtain one or more insurance policies on the life of Mr. Wagers. If
Mr. Wagers is employed by the Bank at the time of his death or has retired after
completing at least 10 years of employment with the Bank, then Mr. Wagers’
designated beneficiaries will receive a lump sum payment directly from the
insurance company equal to three times his highest base annual salary earned
during the last 10 years before his death or retirement. The remainder of the
insurance proceeds will be paid to the Bank. The Bank pays the
premiums to keep the insurance policies in force and the Bank retains the right
to terminate the insurance policies. At all times, the Bank is the
owner of the cash surrender value of the insurance policies. In the
event of a change in control of the Bank, the death benefit coverage remains in
place. Mr. Wagers may not assign any right or interest in the
insurance policies and has no ownership interest in the life insurance
policies. The split dollar life insurance agreement with Mr. Wagers
is attached as Exhibit 10.4 to this Current Report on Form 8-K.
Item 8.01. Other
Events
On December 31, 2009, the Bank
completed the sale of its Lake City, Florida branch to HeritageBank of the South
(“HeritageBank”). HeritageBank assumed approximately $41 million in deposits and
purchased approximately $10 million in consumer and residential mortgage
loans.
Item 9.01. Financial
Statements and Exhibits.
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(a)
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Financial Statements of
Businesses Acquired: None
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(b)
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Pro Forma Financial
Information: None
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(c)
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Shell company transactions:
None
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(d)
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Exhibits:
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Exhibit
10.1: Employment Agreement of Thomas B. Wagers, Sr.
Exhibit 10.2: Employment Agreement of
Carl W. Insel
Exhibit 10.3: Employment Agreement of
Phillip Buddenbohm
Exhibit
10.4: Split Dollar Life Insurance Agreement of Thomas B. Wagers,
Sr.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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ATLANTIC
COAST FEDERAL CORPORATION
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Date: January 7,
2010
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By:
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/s/ Robert J. Larison,
Jr.
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Robert
J. Larison, Jr.
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President
and Chief Executive Officer
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(Duly
Authorized
Representative)
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