Attached files
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| EX-10.2 - EXHIBIT 10.2 - EMPLOYMENT AGREEMENT AMENDMENT - MISSION COMMUNITY BANCORP | exhibit10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) March 23,
2010
MISSION COMMUNITY
BANCORP
(Exact
name of registrant as specified in its charter)
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California
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__333-12892____
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77-0559736
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File No.)
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(I.R.S.
Employee Identification No.)
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3380 S. Higuera Street, San
Luis Obispo, CA 93401
(Address
of principal executive offices)
(Zip
code)
(805)
782-5000
(Registrant’s
telephone number including area code)
(Former
name or former address, if changed since last report) Not
applicable
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 (see General Instruction A.2. below):
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(d) Effective
March 23, 2010, Stephen P. Yost was appointed to serve on the Board of Directors
of each of Mission Community Bancorp and Mission Community Bank. Mr. Yost will
also serve as a member of the Corporate Governance Committee of Mission
Community Bancorp and the Loan Committee of Mission Community
Bank. Mr. Yost is Principal of Kestrel Advisors, a consulting
firm to the banking, financial and legal communities. Most recently, he served
as Executive Vice President of Comerica Bank (formerly Imperial Bank) from 1998
through 2006, serving as the bank's Chief Credit Officer (1998-2001), Regional
Chief Credit Officer (2001-2004), and Manager, Special Assets Group
(2004-2006).
Mr. Yost
is a nominee of a principal shareholder of the Bank, Carpenter Fund Manager GP,
LLC (“Carpenter”), which currently owns 333,334 shares of the Company’s common
stock or 24.7% of the issued and outstanding shares of the
Company, In connection with the Securities Purchase Agreement
dated as of December 22, 2009 between the Company and Carpenter, Carpenter has
agreed to acquire at least an additional 2,000,000 shares of the Company’s
common stock and warrants to purchase 2,000,0000 shares of the common stock of
the Company. Pursuant to this Securities Purchase Agreement, upon the
closing of the sale of the shares to Carpenter, it will have the right to
designate three additional members to the Company’s Board (Carpenter already has
the right to designate one member to the Company’s Board in connection with its
initial purchase of shares of the Company). Mr. Yost is one of these
nominees, and although the transactions pursuant to the Securities Purchase
Agreement have not yet closed and therefore Carpenter does not yet have the
right to appoint Mr. Yost to the Board, the Board of Directors has chosen to
appoint Mr. Yost to the Board at this time in light of the experience Mr. Yost
will bring to the Board and in anticipation of the Carpenter
appointment.
(e) On
March 23, 2010, Mission Community Bancorp (“Company”), Mission Community Bank
(the “Bank”) and Brooks W. Wise, the Bank’s President, entered into Amendment
No. 2 to Employment Agreement (the “Amendment”). Pursuant to the
terms of the Amendment to employment agreement, Mr. Wise has agreed to continue
serving as the President of Mission Community Bank for the term of January 1,
2010 through April 1, 2011. Effective April 1, 2010, Mr. Wise
is to receive an annual base salary of $150,000. In addition, Mr.
Wise will receive life insurance benefits up to $500,000, with the annual
premium for such coverage not to exceed $2,000 during the term of the
Agreement. All other provisions of the existing Employment Agreement
and Amendment No. 1 to Employment Agreement remain unchanged.
Item
9.01. Financial Statement and Exhibits
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Exhibit
No.
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Description
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10.2
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Amendment
No. 2 to Employment Agreement dated January 1, 2010 by and among Mission
Community Bancorp, Mission Community Bank, and
Brooks.
Wise
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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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Dated: March
26, 2010
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MISSION
COMMUNITY BANCORP
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By: /s/ Anita
M. Robinson
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Anita
M. Robinson
President
and Chief Executive Officer
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