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) September 18, 2014

CENTERSTATE BANKS, INC.

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: (863) 419-7750

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 (see General Instruction A.2. below):

On September 18, 2014, CenterState Banks, Inc. (the “Company”) entered into an Employment Agreement (“Agreement”) with Daniel E. Bockhorst, the Company’s Chief Risk Officer.

Pursuant to the terms and conditions of the Agreement included in this Form 8-K as Exhibit 10.1, Mr. Bockhorst is retained for a period of three years, subject to extension for an additional year on each anniversary of the Agreements’ effective date.   

The Agreement provides for Mr. Bockhorst to receive a base salary and participate in the Company’s benefit plans.  If employment is terminated because of death, Mr. Bockhorst’s estate is entitled to receive his base salary through the end of the month in which death occurs, any bonus earned or accrued through the date of death, and continued family health care coverage under COBRA for 12 months after his death for his family substantially identical to that provided for before death.  If employment is terminated as a result of disability, then he is entitled to receive the salary earned through the date in which termination becomes effective, any unpaid bonus or incentive compensation due the date of termination, any payments he is entitled to receive under any disability insurance program or arrangement, and such other benefits to which Mr. Bockhorst may be entitled under the Company’s policies and agreements.

If employment is terminated without Cause, Mr. Bockhorst is entitled to receive his base salary through the date in which the termination becomes effective. If Involuntary Termination without Cause or Voluntary Termination with Good Reason, as defined in the Agreements, occurs, he is entitled to receive his base salary, any bonus earned or accrued through the date of termination and a cash payment equal to one times the highest annual compensation as reported on his Form W-2 over the three year period immediately preceding the year of termination.  

With certain exceptions, the Company also is required to continue at its expense and on behalf of Mr. Bockhorst and his dependents and beneficiaries, medical and dental insurance coverage as in effect during the 12 months preceding the date of his termination, along with disability reimbursement.  Mr. Bockhorst is not entitled to any such compensation and severance payments unless he enters a release of the Company and acknowledgment of his remaining obligations under the Employment Agreement.  If a Change in Control, as defined in the Employment Agreement, occurs and within 12 months thereafter his employment is terminated without Cause or he terminates such employment for Good Reason, then Mr. Bockhorst will receive a cash payment equal to two times his highest annual compensation as reported on his W-2 over the three year period immediately preceding the year in which the Change in Control occurs.  The Employment Agreement includes confidentiality provisions.  It also restricts Mr. Bockhorst for a period of two years following termination of employment from soliciting Company customers for Financial Products or Services (as defined in the Employment Agreement), influencing any customer to alter that person’s business relationship with the Company in any respect, and accepting the Financial Products or Services business of any customer or provide any Financial Products or Services to any customer on behalf of anyone other than the Company.  Mr. Bockhorst is also precluded during such two-year period from becoming employed or associated with any entity that (i) is located in or conducts business in Indian River County and contiguous counties in Florida, or (ii) has its main office or the main office of its parent entity (if any) located in Alabama or Georgia.  He is also precluded during such two-year period from soliciting or attempting to solicit an employee of the Company to terminate such employment or contractual relationship, and disparaging the business reputation of the Company.  The foregoing non solicitation and non competition provisions do not apply if a Change in Control occurs before Mr. Bockhorst’s employment terminates.  This Employment Agreement supersedes and replaces the previously existing Change in Control, Severance and Non Compete Agreement between Mr. Bockhorst and the Company.  

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.

Exhibit 10.1 Employment Agreement between the Company and Daniel E. Bockhorst, its Chief Risk Officer.

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SIGNATURE

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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