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): January 26, 2016
FIRST FOUNDATION INC.
Exact name of registrant as specified in its charter)
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Delaware |
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001-36461 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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18101 Von Karman Avenue, Suite 700 Irvine, CA 92612 |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (949) 202-4160
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(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 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 26, 2016, First Foundation Inc. (the “Company”) and First Foundation Bank (“FFB”) entered into a Third Amendment to Employment Agreement with Scott F. Kavanaugh; the Company, First Foundation Advisors (“FFA”) and FFB entered into a Third Amendment to Employment Agreement with John M. Michel; FFA entered into a Third Amendment to Employment Agreement with John A. Hakopian; and the Company and FFA entered into a Third Amendment to Employment Agreement with Ulrich E. Keller, Jr. (each, the “Third Amendment”). Each Third Amendment amends an Employment Agreement, dated December 31, 2009, as amended (the “Employment Agreement”). Each Third Amendment extends the term of such person’s employment until December 31, 2018. No other material changes were made to the current terms of each person’s Employment Agreement.
A copy of the Third Amendment with each of Scott F. Kavanaugh, John M. Michel, John A. Hakopian and Ulrich E. Keller, Jr. is attached hereto as Exhibit 10.1, 10.2, 10.3 and 10.4, respectively, and is incorporated herein by this reference. The foregoing description is qualified in its entirety by reference to such agreements.
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Item 9.01 |
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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Third Amendment to Employment Agreement, dated January 26, 2016, by and between the Company, FFB and Scott F. Kavanaugh. |
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10.2 |
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Third Amendment to Employment Agreement, dated January 26, 2016, by and between the Company, FFA, FFB and John M. Michel. |
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10.3 |
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Third Amendment to Employment Agreement, dated January 26, 2016, by and between FFA and John A. Hakopian. |
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10.4 |
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Third Amendment to Employment Agreement, dated January 26, 2016, by and between the Company, FFA and Ulrich E. Keller, Jr. |
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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FIRST FOUNDATION INC. |
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Date: February 1, 2016 |
By: |
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/s/ JOHN MICHEL |
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John M. Michel Executive Vice President & Chief Financial Officer |
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Exhibit No. |
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Description |
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10.1 |
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Third Amendment to Employment Agreement, dated January 26, 2016, by and between the Company, FFB and Scott F. Kavanaugh. |
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10.2 |
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Third Amendment to Employment Agreement, dated January 26, 2016, by and between the Company, FFA, FFB and John M. Michel. |
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10.3 |
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Third Amendment to Employment Agreement, dated January 26, 2016, by and between FFA and John A. Hakopian. |
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10.4 |
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Third Amendment to Employment Agreement, dated January 26, 2016, by and between the Company, FFA and Ulrich E. Keller, Jr. |
Exhibit 10.1
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the "Third Amendment" or this "Amendment") is made as of January 26, 2016 (the "Effective Date"), by and between First Foundation Inc., a Delaware corporation, and First Foundation Bank, a California corporation (collectively the “Employer”), and Scott F. Kavanaugh ("Executive"), with reference to the following:
RECITALS
WHEREAS, Employer and Executive are parties to that certain Employment Agreement dated as of December 31, 2009 (the "Employment Agreement"); which amended and restated a certain employment agreement made as of September 17, 2007; which was subsequently amended on December 31, 2012 and August 31, 2013; and
WHEREAS, FFB conducts a banking business, and is a wholly-owned subsidiary of First Foundation Inc. (“Parent”), which, through its subsidiaries (collectively “Affiliates”), provides commercial banking, investment management, wealth management, advisory services, trust services and other financial services to the public.
WHEREAS, Employer and Executive desire to amend the Employment Agreement in the manner and to the extent set forth hereinafter.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and with the intent to be legally bound hereby, Employer and Executive agree as follows:
1. Amendment to Section 4. The second sentence of Section 4 of the Employment Agreement, entitled "Term" is hereby amended to read in its entirety as follows:
“The expiration date of the Term of the Agreement is hereby extended to December 31, 2018.”
IN WITNESS WHEREOF, this Amendment has been executed by Employer and by Executive as of the date first above written.
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EMPLOYER: |
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FIRST FOUNDATION BANK |
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FIRST FOUNDATION INC. |
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By: |
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/s/ John Michel |
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By: |
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/s/ John Michel |
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Name: |
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John Michel |
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Name: |
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John Michel |
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Title: |
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Chief Financial Officer |
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Title: |
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Chief Financial Officer |
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EXECUTIVE |
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/s/ Scott F. Kavanaugh |
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Name: |
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Scott F. Kavanaugh |
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Exhibit 10.2
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the "Third Amendment" or this "Amendment") is made as of January 26, 2016 (the "Effective Date"), by and between First Foundation Inc., a Delaware corporation, First Foundation Advisors (“FFA”), a California corporation, First Foundation Bank, a California corporation (collectively the “Employer”), and John M. Michel ("Executive"), with reference to the following:
RECITALS
WHEREAS, Employer and Executive are parties to that certain Employment Agreement dated as of December 31, 2009 (the "Employment Agreement"); which amended and restated a certain employment agreement made as of September 17, 2007; which was subsequently amended on December 31, 2012 and August 31, 2013; and
WHEREAS, FFB conducts a banking business, FFA is engaged in the business of providing investment management, wealth management and advisory services primarily to high net worth individuals, and both FFB and FFA are wholly-owned subsidiaries of First Foundation Inc. (“Parent”), which, through its subsidiaries (collectively “Affiliates”), provides commercial banking, investment management, wealth management, advisory services, trust services and other financial services to the public.
WHEREAS, Employer and Executive desire to amend the Employment Agreement in the manner and to the extent set forth hereinafter.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and with the intent to be legally bound hereby, Employer and Executive agree as follows:
1. Amendment to Section 4. The second sentence of Section 4 of the Employment Agreement, entitled "Term" is hereby amended to read in its entirety as follows:
“The expiration date of the Term of the Agreement is hereby extended to December 31, 2018.”
IN WITNESS WHEREOF, this Amendment has been executed by Employer and by Executive as of the date first above written.
Signature page follows
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EMPLOYER: |
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FIRST FOUNDATION BANK |
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FIRST FOUNDATION INC. |
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By: |
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/s/ Scott Kavanaugh |
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By: |
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/s/ Scott Kavanaugh |
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Name: |
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Scott Kavanaugh |
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Name: |
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Scott Kavanaugh |
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Title: |
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Chief Executive Officer |
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Title: |
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Chief Executiv e Officer |
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FIRST FOUNDATION ADVISORS |
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By: |
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/s/ John Hakopian |
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Name: |
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John Hakopian |
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Title: |
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President |
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/s/ John M. Michel |
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Name: |
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John M. Michel |
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Exhibit 10.3
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the "Third Amendment" or this "Amendment") is made as of January 26, 2016 (the "Effective Date"), by and between First Foundation Advisors (“FFA”), a California corporation, (collectively the “Employer”), and John A. Hakopian ("Executive"), with reference to the following:
RECITALS
WHEREAS, Employer and Executive are parties to that certain Employment Agreement dated as of December 31, 2009 (the "Employment Agreement"); which amended and restated a certain employment agreement made as of September 17, 2007; which was subsequently amended on December 31, 2012 and August 31, 2013; and
WHEREAS, First Foundation Advisors is engaged in the business of providing investment management, wealth management and advisory services primarily to high net worth individuals as a wholly-owned subsidiary of First Foundation Inc., which, through its subsidiaries (collectively “Affiliates”), provides commercial banking, investment management, wealth management, advisory services, trust services and other financial services to the public.
WHEREAS, Employer and Executive desire to amend the Employment Agreement in the manner and to the extent set forth hereinafter.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and with the intent to be legally bound hereby, Employer and Executive agree as follows:
1. Amendment to Section 4. The second sentence of Section 4 of the Employment Agreement, entitled "Term" is hereby amended to read in its entirety as follows:
“The expiration date of the Term of the Agreement is hereby extended to December 31, 2018.”
IN WITNESS WHEREOF, this Amendment has been executed by Employer and by Executive as of the date first above written.
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EMPLOYER: |
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FIRST FOUNDATION ADVISORS |
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By: |
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/s/ John Michel |
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Name: |
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John Michel |
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Title: |
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Chief Financial Officer |
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EXECUTIVE |
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/s/ John A. Hakopian |
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Name: |
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John A. Hakopian |
Exhibit 10.4
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the "Third Amendment" or this "Amendment") is made as of January 26, 2016 (the "Effective Date"), by and between First Foundation Inc., a Delaware corporation and First Foundation Advisors, a California corporation, (collectively the “Employer”), and Ulrich E. Keller, Jr., ("Executive"), with reference to the following:
RECITALS
WHEREAS, Employer and Executive are parties to that certain Employment Agreement dated as of December 31, 2009 (the "Employment Agreement"); which amended and restated a certain employment agreement made as of September 17, 2007; which was subsequently amended on December 31, 2012 and August 31, 2013; and
WHEREAS, First Foundation Advisors is engaged in the business of providing investment management, wealth management and advisory services primarily to high net worth individuals as a wholly-owned subsidiary of First Foundation Inc., which, through its subsidiaries (collectively “Affiliates”), provides commercial banking, investment management, wealth management, advisory services, trust services and other financial services to the public.
WHEREAS, Employer and Executive desire to amend the Employment Agreement in the manner and to the extent set forth hereinafter.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and with the intent to be legally bound hereby, Employer and Executive agree as follows:
1. Amendment to Section 4. The second sentence of Section 4 of the Employment Agreement, entitled "Term" is hereby amended to read in its entirety as follows:
“The expiration date of the Term of the Agreement is hereby extended to December 31, 2018.”
IN WITNESS WHEREOF, this Amendment has been executed by Employer and by Executive as of the date first above written.
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FIRST FOUNDATION ADVISORS |
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FIRST FOUNDATION INC. |
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By: |
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/s/ John Hakopian |
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By: |
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/s/ Scott Kavanaugh |
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Name: |
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John Hakopian |
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Name: |
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Scott Kavanaugh |
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Title: |
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President |
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Title: |
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Chief Executive Officer |
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EXECUTIVE |
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/s/ Ulrich E. Keller, Jr. |
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Name: |
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Ulrich E. Keller, Jr. |
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