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): August 15, 2014
Bryn Mawr Bank Corporation
(Exact Name of Registrant as specified in its charter)
| Pennsylvania | 001-35746 | 23-2434506 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
801 Lancaster Avenue, Bryn Mawr, PA 19010
Registrant’s telephone number, including area code: 610-525-1700
None
(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 obligations of the registrant under any of the following provisions (see General Instructions 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 (e) Compensatory Arrangements of Certain Officers.
Restricted Stock Award
On August 15, 2014, Bryn Mawr Bank Corporation (the “ Corporation ”) granted 7,500 shares of restricted stock to Francis J. Leto (“ Restricted Stock ”) in connection with Mr. Leto’s previously disclosed employment letter agreement, dated April 25, 2014, related to his promotion as President and Chief Operating Officer of the Corporation. The Restricted Stock was granted under the Corporation’s 2010 Long Term Incentive Plan and will vest, subject to certain conditions including Mr. Leto’s continued employment with the Corporation, at August 14, 2017.
Amendment to Restricted Stock Agreements and Restricted Stock Unit Agreement
On August 20, 2014, the Corporation entered into amendments with its Chairman and Chief Executive Officer, Fredrick C. Peters, II (collectively, the “ Amendments ”), with respect to Mr. Peters’ Restricted Stock Agreement dated August 17, 2012 and his Restricted Stock Unit Agreement dated August 16, 2013 (collectively, the “ Award Agreements ”), each of which relates to performance stock or performance unit awards that are subject to time and performance based vesting (collectively, “ P erformance Awards ”). The Amendments are entered into in light of Mr. Peters’ expected retirement at December 31, 2014, and provide that Mr. Peters’ retirement will not trigger a partial forfeiture of Performance Awards. Instead, the Performance Awards will remain subject to the original time and performance based vesting criteria for so long as Mr. Peters remains a director. Under the Amendments, if the restricted period under one or more Award Agreements has not expired at the time Mr. Peters is no longer a director, then the portion of the Performance Awards under each such Award Agreement that is proportionate to the remainder of the applicable restricted period will be forfeited.
The foregoing summary of the Amendments is not complete and is qualified in its entirety by reference to the complete text of such documents, which are filed as Exhibits 10.1 and 10.2 and are incorporated herein by reference in their entirety.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
|
Exhibit |
Description |
|
| Exhibit 10.1 | Amendment to 2012 Restricted Stock Agreement, dated August 20, 2014, between Bryn Mawr Bank Corporation and Fredrick C. Peters, II | |
| Exhibit 10.2 | Amendment to 2013 Restricted Stock Unit Agreement, dated August 20, 2014, between Bryn Mawr Bank Corporation and Fredrick C. Peters, II | |
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.
| BRYN MAWR BANK CORPORATION | ||
| By: |
/s/ Francis J. Leto |
|
| Francis J. Leto | ||
| President and Chief Operating Officer | ||
Date: August 21, 2014
EXHIBITS INDEX
|
Exhibit |
Description |
|
| Exhibit 10.1 | Amendment to 2012 Restricted Stock Agreement, dated August 20, 2014, between Bryn Mawr Bank Corporation and Fredrick C. Peters, II | |
| Exhibit 10.2 | Amendment to 2013 Restricted Stock Unit Agreement, dated August 20, 2014, between Bryn Mawr Bank Corporation and Fredrick C. Peters, II | |
Exhibit 10.1
AMENDMENT TO 2012 RESTRICTED STOCK AGREEMENT
THIS AMENDMENT TO 2012 RESTRICTED STOCK AGREEMENT (“Amendment”), by and between Bryn Mawr Bank Corporation (the “Corporation”) and Frederick C. Peters II (the “Grantee”), is dated as of August 20, 2014.
WHEREAS, the Corporation and the Grantee entered into a certain Bryn Mawr Bank Corporation Restricted Stock Agreement For Employees (Service/Performance Based) Subject to the 2010 Long Term Incentive Plan dated August 17, 2012 (the “Agreement”); and
WHEREAS, in anticipation of the Grantee’s retirement as President and Chief Executive Officer of the Corporation, the Compensation Committee of the Board of Directors of the Corporation has resolved to allow the Grantee’s continued service as a member of the Board of Directors of the Corporation following his retirement as an employee of the Corporation to be credited towards his potential vesting in the restricted stock granted to him under the Agreement.
NOW, THEREFORE, the Corporation and the Grantee hereby agree to amend the Agreement in the following respects:
1. Section 3.a. of the Agreement shall be revised to read as follows:
a. Restricted (Vesting) Period . The period of time during which the transfer of shares of Restricted Stock is restricted is from the Date of Grant to August 16, 2015 (the “Restricted Period”). The time period restriction will lapse and the Restricted Stock will vest upon expiration of the applicable Restricted Period and achievement of the Performance Goals as defined in subsection 3.b., but only if the Grantee remains continuously employed by the Corporation or continues to serve as a member of the Board of Directors of the Corporation through the end of the applicable Restricted Period or as otherwise provided herein.
2. The first and second sentences of Section 5 of the Agreement shall be revised to read as follows:
5. Death, Disability or Retirement . In the event the Grantee shall both (a) cease to be an employee of the Corporation by reason of normal or late retirement, early retirement with the consent of the Compensation Committee, a transfer by the Grantee in a spinoff, death, or total and permanent disability as determined by the Compensation Committee, and (b) cease to be a member of the Board of Directors of the Corporation with the consent of the Compensation Committee, or by reason of death or total and permanent disability as determined by the Compensation Committee, then the time restrictions on a fraction of Grantee’s outstanding Restricted Stock will lapse. The numerator of such fraction with respect to the Restricted Stock shall be greater of (x) the number of full calendar months that have elapsed in the Restricted Period prior to Grantee’s cessation of employment as described in clause (a), or (y) the number of full calendar months that have elapsed in the Restricted Period prior to the Grantee’s cessation of service as a member of the Board of Directors of the Corporation as described in clause (b), and the denominator shall be the number of months in the Restricted Period.
3. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings given to them in the Agreement. Except as set forth in this Amendment, the terms and provisions of the Agreement are hereby ratified and declared to be in full force and effect. This
Amendment shall be governed by the provisions of the Agreement, as amended by this Amendment, which provisions are incorporated herein by reference. This Amendment shall become effective upon its execution, which may occur in one or more counterparts and by electronic or facsimile transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by a duly authorized officer, and the Grantee has hereunto set his hand, effective as of this 20th day of August, 2014.
| BRYN MAWR BANK CORPORATION | ||
| By: |
/s/ Geoffrey L. Halberstadt |
|
| Name: | Geoffrey L. Halberstadt | |
| Title: | Corporate Secretary | |
| GRANTEE | ||
|
/s/ Frederick C. Peters |
||
| Fredrick C. Peters, II | ||
Exhibit 10.2
AMENDMENT TO 2013 RESTRICTED STOCK UNIT AGREEMENT
THIS AMENDMENT TO 2013 RESTRICTED STOCK UNIT AGREEMENT (“Amendment”), by and between Bryn Mawr Bank Corporation (the “Corporation”) and Frederick C. Peters II (the “Grantee”), is dated as of August 20, 2014.
WHEREAS, the Corporation and the Grantee entered into a certain Bryn Mawr Bank Corporation Restricted Stock Unit Agreement For Employees (Service/Performance Based) Subject to the 2010 Long Term Incentive Plan dated August 16, 2013 (the “Agreement”); and
WHEREAS, in anticipation of the Grantee’s retirement as President and Chief Executive Officer of the Corporation, the Compensation Committee of the Board of Directors of the Corporation has resolved to allow the Grantee’s continued service as a member of the Board of Directors of the Corporation following his retirement as an employee of the Corporation to be credited towards his potential vesting in the restricted stock units granted to him under the Agreement.
NOW, THEREFORE, the Corporation and the Grantee hereby agree to amend the Agreement in the following respects:
1. Section 3.a. of the Agreement shall be revised to read as follows:
a. Vesting Period . Vesting of the RSUs is subject to the completion of continued service by the Grantee from the Date of Grant to August 15, 2016 (the “Vesting Period”). The RSUs will vest upon expiration of the applicable Vesting Period and achievement of the Performance Goals as defined in subsection 3.b., but only if the Grantee remains continuously employed by the Corporation or continues to serve as a member of the Board of Directors of the Corporation through the end of the applicable Restricted Period or as otherwise provided herein.
2. The first and second sentences of Section 5 of the Agreement shall be revised to read as follows:
5. Death, Disability or Retirement . In the event the Grantee shall both (a) cease to be an employee of the Corporation by reason of normal or late retirement, early retirement with the consent of the Compensation Committee, a transfer by the Grantee in a spinoff, death, or total and permanent disability as determined by the Compensation Committee, and (b) cease to be a member of the Board of Directors of the Corporation with the consent of the Compensation Committee, or by reason of death or total and permanent disability as determined by the Compensation Committee, then the service-period requirement on a fraction of the Grantee’s RSUs will be deemed to have been fulfilled. The numerator of such fraction with respect to the RSUs shall be greater of (x) the number of full calendar months that have elapsed in the Vesting Period prior to Grantee’s cessation of employment as described in clause (a), or (y) the number of full calendar months that have elapsed in the Restricted Period prior to the Grantee’s cessation of service as a member of the Board of Directors of the Corporation as described in clause (b), and the denominator shall be the number of months in the Vesting Period.
3. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings given to them in the Agreement. Except as set forth in this Amendment, the terms and provisions of the Agreement are hereby ratified and declared to be in full force and effect. This
Amendment shall be governed by the provisions of the Agreement, as amended by this Amendment, which provisions are incorporated herein by reference. This Amendment shall become effective upon its execution, which may occur in one or more counterparts and by electronic or facsimile transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by a duly authorized officer, and the Grantee has hereunto set his hand, effective as of this 20th day of August, 2014.
| BRYN MAWR BANK CORPORATION | ||
| By: |
/s/ Geoffrey L. Halberstadt |
|
| Name: | Geoffrey L. Halberstadt | |
| Title: | Corporate Secretary | |
| GRANTEE | ||
|
/s/ Frederick C. Peters |
||
| Fredrick C. Peters, II | ||