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EX-10.1 - EMPLOYMENT AGREEMENT - SELECT BANCORP, INC.v390070_ex10-1.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):    September 22, 2014

 

 

SELECT BANCORP, INC.

 

(Exact Name of Registrant as Specified in Charter)

 

 

North Carolina 000-50400 20-0218264

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

     
     
700 W. Cumberland Street, Dunn, North Carolina 28334
(Address of Principal Executive Offices) (Zip Code)

 

 

Registrant’s Telephone Number, Including Area Code:    (910) 892-7080

 

 

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:

 

¨   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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 22, 2014, Select Bancorp, Inc. (the “Registrant”) appointed Mark A. Jeffries, age 59, to the position of Executive Vice President and Chief Financial Officer of the Registrant and its subsidiary bank, Select Bank & Trust Company (“Select Bank”). Mr. Jeffries will assume the functional roles of principal financial officer and principal accounting officer of the Registrant on October 18, 2014, which, as previously reported, is the last day of employment of Mark A. Holmes, who currently functions in those roles.

 

Prior to joining the Registrant, Mr. Jeffries served from August 2009 until March 2014 as the chief financial officer of Millennium Bank, National Association, a community bank headquartered in Sterling, Virginia. Before joining Millennium, Mr. Jeffries owned and operated a consulting company and has previous experience as controller of an SEC-registered bank holding company.

 

Terms of Employment Agreement. On September 25, 2014, the Registrant and Mr. Jeffries entered into an employment agreement pursuant to which the Registrant agreed to employ Mr. Jeffries as its Executive Vice President and Chief Financial Officer. The initial term of the employment agreement is three years, and, unless earlier terminated, the employment agreement shall automatically renew on each anniversary of its effective date for an additional one-year term. Under the agreement, Mr. Jeffries is entitled to receive an annual base salary of $200,000, which the board of directors may increase, but not decrease, unless part of a corporate plan for all similarly situated employees. Mr. Jeffries may participate in any and all employee benefit programs and compensation plans available to similarly situated employees, including incentive or bonus compensation plans and savings, pension and retirement plans. Mr. Jeffries is entitled to reimbursement of reasonable, hotel lodging expenses for a period of up to six months that he may need to incur in connection with his relocation to Dunn, North Carolina. Mr. Jeffries has also agreed to confidentiality and noncompetition covenants as a part of his employment agreement.

 

The Registrant and Select Bank may terminate Mr. Jeffries’s employment at any time, with or without “Cause,” as defined in the agreement, and Mr. Jeffries may terminate his employment at any time, provided he gives 60 days written notice to the Registrant and the bank. If Mr. Jeffries terminates his employment, he will be entitled to receive compensation through the effective date of termination, but the Registrant and the bank may elect for him to not serve all of the notice period. If Mr. Jeffries is terminated with Cause, then he will have no further rights to compensation other than unpaid and accrued salary or other vested benefits. If Mr. Jeffries is terminated without Cause, he will be entitled to the separation benefits set forth in the agreement, including payment of his then-current base salary for the remainder of the employment term. If Mr. Jeffries’s employment is terminated under certain circumstances following a “Change in Control,” as defined in the employment agreement, then Select Bank will pay Mr. Jeffries an amount equal to 200% of his “base amount,” as defined in Section 280G(b)(3)(A) of the Internal Revenue Code. This lump sum payment would be instead of, and not in addition to, any separation benefit that he might otherwise be entitled to receive if a termination of employment had occurred other than following a “Change in Control.”

 

 
 

 

A copy of Mr. Jeffries’s employment agreement is included as Exhibit 10.1 to this current report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.

Description of Exhibit

   
10.1

Employment Agreement with Mark A. Jeffries

 

 
 

 

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.

 

 

  SELECT BANCORP, INC.
   
   
Date: September 25, 2014 By:  /s/ William L. Hedgepeth II
    William L. Hedgepeth II
President and Chief Executive Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.

Description of Exhibit

   
10.1

Employment Agreement with Mark A. Jeffries