Section 1: 8-K (FORM 8-K)

 

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

 

June 2, 2017

Date of Report (Date of earliest event reported)

 

Two River Bancorp

(Exact name of registrant as specified in its charter)

 

New Jersey

 

000-51889

 

20-3700861

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Ident. No.)

 

 

 

 

 

766 Shrewsbury Avenue, Tinton Falls, New Jersey

 

07724

(Address of principal executive offices)

 

(Zip Code)

 

(732) 389-8722

Registrant’s telephone number, including area code

 

N/A

(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))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐    

 

 
 
 

    

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Change in Control Agreement Amendments . On June 2, 2017, Two River Bancorp (the “Company”) entered into amendments, dated as of May 31, 2017, to the change in control agreements with A. Richard Abrahamian and Alan B. Turner (the “Amended CIC Agreements”), which extend the terms of the existing change in control agreements (originally effective as of June 1, 2013). The term of the Amended CIC Agreements will terminate on May 31, 2019 unless a Change in Control, as defined in the Amended CIC Agreement, occurs prior to such date, in which case the Amended CIC Agreements will terminate on the earlier of (i) the executive’s death, or (ii) the second anniversary of the Change in Control. The amendments also add to the death benefit provisions of the existing change in control agreements to provide that if the executive dies after a Change in Control has occurred and at the time of his death either (a) the executive had previously been provided notice of termination of employment or (b) had Good Reason, as defined in the Amended CIC Agreement, to terminate employment, the executive’s estate will be entitled to the lump sum payment otherwise payable under the agreement in the event of a termination without cause or for good reason during such period.

 

Employment Agreement Amendment . On June 2, 2017, Two River Bancorp (the “Company”) entered into an amendment, dated as of May 31, 2017, to the employment agreement with William D. Moss, dated June 1, 2016, amending the death benefit provision to provide that if the executive dies after a Change in Control has occurred and at the time of his death either (a) the executive had previously been provided notice of termination of employment or (b) had Good Reason to terminate employment, the executive’s estate will be entitled to the lump sum payment otherwise payable under the agreement in the event of a termination without cause or for good reason during such period.

 

 

The amendments referenced above are each incorporated herein by reference to the exhibits to this current report. This summary description of these amendments does not purport to be complete and is qualified in its entirety by reference to the amendments attached as exhibits to this current report.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits:

 

 

10.1

Second Amendment to Change in Control Agreement dated as of May 31, 2017 among TRB, TRCB and Alan B. Turner

 

 

10.2

Second Amendment to Change in Control Agreement dated as of May 31, 2017 among TRB, TRCB and A. Richard Abrahamian

   

10.3

Amendment to Employment Agreement dated as of May 31, 2017 among TRB, TRCB and William D. Moss

   

 
 
 

   

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.

 

 

TWO RIVER BANCORP

 

 

 

Dated: June 2, 2017

 

 

 

 

 

 

By:

/s/ A. Richard Abrahamian

 

 

A. Richard Abrahamian

 

 

Executive Vice President and Chief Financial Officer

 

Exhibit 10.1

 

 

sECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENT

 

   

THIS SECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Amendment”) is made on and as of May 31, 2017, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the State of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the State of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and Alan B. Turner (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724.

 

WHEREAS, TRB, Employer and Executive entered into a Change in Control Agreement (the “Agreement”) as of June 1, 2013, which was amended effective May 29, 2015, and which, as amended, expires by its terms on May 31, 2017; and

 

WHEREAS , TRB, Employer and Executive wish to amend the death benefit and extend the term of the Agreement.

 

NOW, THEREFORE , TRB, Employer and Executive, in consideration of the mutual promises set forth in this Amendment, which the parties acknowledge to be sufficient, agree as follows:

 

1. Section 8 of the Agreement is amended to read as follows:

 

8. Death Benefits. Upon the Executive’s death during the Contract Period, the Executive shall be entitled to the benefits of any life insurance policy or supplemental executive retirement plan paid for, or maintained by, the Employer, but his estate shall not be entitled to any further benefits under this Agreement; PROVIDED, HOWEVER, that if either (i) at the time of Executive’s death facts which constituted “Good Reason” within the meaning of Section 1d. of this Agreement existed, which facts would have allowed for Employee’s resignation with Good Reason under Section 9 of this Agreement had Executive not died, or (ii) Employer had, prior to Executive’s death, given Executive notice of Executive’s termination without Cause as required by the first full paragraph of Section 9 of this Agreement, then Executive’s death shall be conclusively deemed to be a termination without Cause and Executive’s estate shall be paid the full amount determined by application of Section 9 of this Agreement on that date which is sixty (60) days after Executive’s death, but only upon the execution and delivery by Executive’s representative(s) of a binding release which is satisfactory in enforceability, form and substance to Employer and Employer’s counsel.

 

   

2. Section 12a. of the Agreement is amended by deleting “May 31, 2017” and inserting in its stead “May 31, 2019”.

 

 
 
 

   

IN WITNESS WHEREOF, and intending to be mutually bound, TRB and TRCB have caused this Second Amendment to Change in Control Agreement to be signed by their respective duly authorized representatives pursuant to the authority of their Boards of Directors, and Executive has personally executed this Agreement, all as of the day and year first written above.

 

WITNESS:

 

 

 

 

         
         

/s/ Bernice E. Kotza 

 

/s/ Alan B. Turner 

 

 

 

Alan B. Turner, individually

 

 

 

 

 

 

ATTEST:    TWO RIVER BANCORP  
         
         
/s/ Bernice E. Kotza    By: /s/ William D. Moss   
Bernice E. Kotza             William D. Moss  
Assistant Corporate Secretary             Chief Executive Officer  
         
ATTEST:    TWO RIVER COMMUNITY BANK  
         
         
         
/s/ Bernice E. Kotza    By: /s/ William D. Moss   
Bernice E. Kotza             William D. Moss  
Assistant Corporate Secretary             Chief Executive Officer  

 

Exhibit 10.2

 

 

sECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENT

 

 

THIS SECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENT (this “Amendment”) is made as of May 31, 2017, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the State of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the State of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and A. Richard Abrahamian (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724.

 

WHEREAS, TRB, Employer and Executive entered into a Change in Control Agreement (the “Agreement”) as of June 1, 2013, which was amended effective May 29, 2015, and which, as amended, expires by its terms on May 31, 2017; and

 

WHEREAS , TRB, Employer and Executive wish to amend the death benefit and extend the term of the Agreement.

 

NOW, THEREFORE , TRB, Employer and Executive, in consideration of the mutual promises set forth in this Amendment, which the parties acknowledge to be sufficient, agree as follows:

 

1. Section 8 of the Agreement is amended to read as follows:

 

8. Death Benefits. Upon the Executive’s death during the Contract Period, the Executive shall be entitled to the benefits of any life insurance policy or supplemental executive retirement plan paid for, or maintained by, the Employer, but his estate shall not be entitled to any further benefits under this Agreement; PROVIDED, HOWEVER, that if either (i) at the time of Executive’s death facts which constituted “Good Reason” within the meaning of Section 1d. of this Agreement existed, which facts would have allowed for Employee’s resignation with Good Reason under Section 9 of this Agreement had Executive not died, or (ii) Employer had, prior to Executive’s death, given Executive notice of Executive’s termination without Cause as required by the first full paragraph of Section 9 of this Agreement, then Executive’s death shall be conclusively deemed to be a termination without Cause and Executive’s estate shall be paid the full amount determined by application of Section 9 of this Agreement on that date which is sixty (60) days after Executive’s death, but only upon the execution and delivery by Executive’s representative(s) of a binding release which is satisfactory in enforceability, form and substance to Employer and Employer’s counsel.

 

   

2. Section 12a. of the Agreement is amended by deleting “May 31, 2017” and inserting in its stead “May 31, 2019”.

 

 
 
 

   

IN WITNESS WHEREOF, and intending to be mutually bound, TRB and TRCB have caused this Second Amendment to Change in Control Agreement to be signed by their respective duly authorized representatives pursuant to the authority of their Boards of Directors, and Executive has personally executed this Agreement, all as of the day and year first written above.

 

WITNESS:

 

 

 

 

         
         

/s/ Bernice E. Kotza 

 

/s/ A. Richard Abrahamian 

 

 

 

A. Richard Abrahamian, individually

 

 

 

 

 

 

ATTEST:    TWO RIVER BANCORP  
         
         
/s/ Bernice E. Kotza    By: /s/ William D. Moss   
Bernice E. Kotza            William D. Moss  
Assistant Corporate Secretary            Chief Executive Officer  
         
ATTEST:    TWO RIVER COMMUNITY BANK  
         
         
         
/s/ Bernice E. Kotza    By: /s/ William D. Moss   
Bernice E. Kotza            William D. Moss  
Assistant Corporate Secretary             Chief Executive Officer  

 

Exhibit 10.3  

 

 

AMENDMENT TO EMPLOYMENT AGREEMENT

 

   

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of May 31, 2017, by and between Two River Bancorp (“TRB”), a corporation organized under the laws of the State of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank (“TRCB” or “Employer”), a banking corporation organized under the laws of the State of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and William D. Moss (“Executive”), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724.

 

WHEREAS, TRB, Employer and Executive entered into an Employment Agreement (the “Agreement”) dated June 1, 2016; and

 

WHEREAS , TRB, Employer and Executive wish to amend the death benefit provisions of the Employment Agreement.

 

NOW, THEREFORE , TRB, Employer and Executive, in consideration of the mutual promises set forth in this Amendment, which the parties acknowledge to be sufficient, agree as follows:

 

1. Section 8 of the Agreement is amended to read as follows:

 

8.      Death Benefits. Upon the Executive’s death during the term of this Agreement, (i) Executive shall be entitled to the benefits of any life insurance policy or supplemental executive retirement plan paid for, or maintained by, Employer, and (ii) Employer shall, within sixty days of Executive's death, pay to Executive's designated beneficiary a single lump sum payment in an amount equal to Executive's Base Compensation as of the date of Executive's death; PROVIDED, HOWEVER, that if either (i) at the time of Executive’s death facts which constituted “Good Reason” within the meaning of Section 1b. of this Agreement existed, which facts would have allowed for Employee’s resignation with Good Reason under Section 9 of this Agreement had Executive not died, or (ii) Employer had, prior to Executive’s death, given Executive notice of Executive’s termination without Cause as required by the first full paragraph of Section 9 of this Agreement, then Executive’s death shall be conclusively deemed to be a termination without Cause and Executive’s estate shall be paid the full amount determined by application of Section 9 of this Agreement (in lieu of the payment under Section (8(ii) above) on that date which is sixty (60) days after Executive’s death, but only upon the execution and delivery by Executive’s representative(s) of a binding release which is satisfactory in enforceability, form and substance to Employer and Employer’s counsel.  

 

 
 
 

   

IN WITNESS WHEREOF, and intending to be mutually bound, TRB and TRCB have caused this Amendment to Employment Agreement to be signed by their respective duly authorized representatives pursuant to the authority of their Boards of Directors, and Executive has personally executed this Agreement, all as of the day and year first written above.

 

WITNESS:

 

 

 

 

         
         

/s/ Bernice E. Kotza 

 

/s/ William D. Moss 

 

 

 

William D. Moss, individually

 

 

 

 

 

 

ATTEST:    TWO RIVER BANCORP  
         
         
/s/ Bernice E. Kotza    By: /s/ Frank J. Patock, Jr.   
Bernice E. Kotza             Frank J. Patock, Jr.  
Assistant Corporate Secretary             Chairman  
         
ATTEST:   TWO RIVER COMMUNITY BANK  
         
         
         
/s/ Bernice E. Kotza    By: /s/ Frank J. Patock, Jr.   
Bernice E. Kotza            Frank J. Patock, Jr.  
Assistant Corporate Secretary            Chairman