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): December 29, 2016
First Business Financial Services, Inc.
(Exact name of registrant as specified in its charter)
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Wisconsin
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1-34095
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39-1576570
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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401 Charmany Drive
Madison, Wisconsin 53719
(Address of principal executive offices) (Zip code)
(608) 238-8008
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 29, 2016, First Business Bank (the “Bank”), a wholly owned subsidiary of First Business Financial Services, Inc. (the “Company”), entered into an amendment to its employment agreement with Corey Chambas, the Company’s President and Chief Executive Officer. The amendment eliminated Mr. Chambas’s right to receive a severance payment if he voluntarily resigns his employment during the three months following a Change in Control (as defined in the employment agreement), which is commonly referred to as a “modified single trigger” provision.
In addition, the amendment modified the constructive discharge provisions of the employment agreement to more closely reflect safe harbor provisions under applicable U.S. Treasury regulations. In particular, if there is a Change in Control followed by either (i) a material diminution in his salary, bonus or other compensation, (ii) a material diminution in his authority, duties or responsibilities, (iii) a requirement that he report to anyone other than the board of directors, (iv) a material diminution in the budget over which he retains authority, (v) a relocation of his primary office location to a new location that is more than 30 miles away from the current office location, or (vi) a material breach of the employment agreement by the Bank (or any successor thereto), then, in each case, Mr. Chambas will be entitled to receive a cash severance payment if he resigns within 90 days after such triggering event and within two years after the applicable Change in Control, subject to certain notice requirements and cure rights.
The foregoing description of the amendment is qualified in its entirety by reference to the full text of the amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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First Amendment of Agreement, dated as of December 29, 2016, by and between First Business Bank and Corey Chambas
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: January 5, 2017
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FIRST BUSINESS FINANCIAL SERVICES, INC.
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By:
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/s/ Barbara M. Conley
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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First Amendment of Agreement, dated as of December 29, 2016, by and between First Business Bank and Corey Chambas
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FIRST AMENDMENT OF
AGREEMENT BY AND BETWEEN
FIRST BUSINESS BANK AND COREY CHAMBAS
(AMENDED AND RESTATED DECEMBER 22, 2014)
This First Amendment (the “
First Amendment
”) of the Agreement By and Between First Business Bank and Corey Chambas (Amended and Restated December 22, 2014) is made and entered into as of December 29, 2016 (the “
Effective Date
”), by and between First Business Bank, a Wisconsin corporation (the “
Company
”), and Corey Chambas (the “
Executive
,” and together with the Company, the “
Parties
”).
RECITALS
A.
The Parties previously entered into that certain
Agreement By and Between First Business Bank and Corey Chambas (Amended and Restated December 22, 2014) (the “
Employment Agreement
”).
B.
Pursuant to Section 10.6 of the Employment Agreement, the Employment Agreement may be amended by written agreement signed by the Parties.
C.
The Parties desire to continue the Executive’s employment pursuant to the terms of the Employment Agreement as amended by this First Amendment
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AGREEMENT
In consideration of the foregoing and the mutual promises and covenants of the Parties set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly agree as follows:
1.
The existing Section 6.1(b) of the Employment Agreement shall be deleted and replaced with the following new Section 6.1(b):
“(b)
Involuntary Reassignment or Salary Reduction
. In the event of a Change in Control followed by:
(1) a material diminution in the Executive’s base annual salary, annual bonus opportunity or any other base compensation from those in effect immediately prior to the Change in Control;
(2) a material diminution in the Executive’s authority, duties or responsibilities from those in effect immediately prior to the Change in Control;
(3) a requirement that the Executive report to anyone other than the board of directors of the Company;
(4) a material diminution in the budget over which the service provider retains authority from that in effect immediately prior to the Change in Control; or
(5) any other action or inaction that constitutes a material breach by the Company of this Agreement;
within two (2) years of the Change in Control, the Executive shall be entitled, if he incurs a separation from service with the Company due to his voluntary termination of employment within ninety (90) days after the initial existence of any of the circumstances described in (b)(1) – (b)(5) above (‘Good Reason’) and two (2) years after the Change in Control, to a cash payment of an amount equal to the fair value of the Executive’s unvested stock options issued by the Company or by First Business Financial Services, Inc. calculated as of the date of the Executive’s separation from service, plus such additional amount as will, when added to any Parachute Payment to the Executive contingent upon the Change in Control, equal two and 99/100 (2.99) times the Executive’s Salary. Payment shall be made in a lump sum on the fifteenth (15th) day immediately following the date of the Executive’s separation from service;
provided, however,
the Executive must give the Company written notice of the existence of Good Reason at least 30 days prior to his voluntary termination of employment. If the Company cures, to the satisfaction of the Executive, the particular instance of Good Reason that is the subject of the Executive’s written notice, then the Executive will not be permitted to voluntarily terminate his employment pursuant to this Section 6.1(b) with respect to that particular instance of Good Reason.”
2.
The existing Section 6.1(c) of the Employment Agreement shall be deleted and replaced with the following new Section 6.1(c):
“(c)
Involuntary Relocation
. In the event of a Change in Control followed by an involuntary relocation of the Executive’s primary office location to a new location that is more than 30 miles from the Executive’s primary office location immediately prior to the Change in Control within two (2) years of the Change in Control, the Executive shall be entitled, if he incurs a separation from service with the Company due to his voluntary termination of employment within ninety (90) days after the involuntary relocation and two (2) years after the Change in Control, to a cash payment of an amount equal to the fair value of the Executive’s unvested stock options issued by the Company or by First Business Financial Services, Inc. calculated as of the date of the Executive’s separation from service, plus such additional amount as will, when added to any Parachute Payment to the Executive contingent upon the Change in Control, equal two and 99/100 (2.99) times the Executive’s Salary. Payment shall be made in a lump sum on the fifteenth (15th) day immediately following the date of the Executive’s separation from service;
provided, however,
the Executive must give the Company written notice of his intention to voluntarily resign his employment as a result of the relocation at least 30 days prior to his voluntary termination of employment. If the Company cures, to the satisfaction of the Executive, the involuntary relocation that is the subject of the Executive’s written notice, then the Executive will not be permitted to voluntarily terminate his employment pursuant to this Section 6.1(c) with respect to that particular involuntary relocation.”
3.
The existing Section 6.1(d) of the Employment Agreement shall be deleted and not replaced.
4.
The existing Sections 6.1(e), (f) and (g) of the Employment Agreement shall be re-designated as Sections 6.1(d), (e) and (f), respectively.
5.
In all other respects, the Agreement shall remain unchanged and in full force and effect.
[Signature page follows.]
In witness whereof, the Company and has caused this First Amendment to be executed in its name and on its behalf, and the Executive acknowledges understanding and acceptance of, and agrees to, the terms of this First Amendment, all as of the Effective Date.
FIRST BUSINESS BANK
By:
/s/ Gerald Kilcoyne
Print Name: Gerald Kilcoyne
Title: Chair of the Board
COREY CHAMBAS
/s/ Corey Chambas