Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Allison S. Johnson Employment Agreement - Executive Vice President and Chief
Financial Officer
On February 22, 2021, the Company entered into a new Executive Employment
agreement with Ms. Allison S. Johnson in connection with her appointment as
Executive Vice President and Chief Financial Officer of both the Company and the
Bank, effective November 19, 2020 (the "Johnson Employment Agreement"). The
Johnson Employment Agreement replaces and amends Ms. Johnson's prior executive
employment agreement with the Company, effective June 1, 2017 (the "Original
Johnson Agreement"), and neither the Company nor Ms. Johnson are obligated under
the terms of such Original Johnson Agreement, including any rights and benefits
provided to Ms. Johnson thereunder.
The Johnson Employment Agreement is for an initial term of one year, followed by
yearly automatic renewals at the end of each term following the initial term
unless notice of termination is provided by either the Company or Ms. Johnson
not less than 90 days prior to the end of such term.
In consideration for her services rendered to the Company and the Bank,
Ms. Johnson will be awarded a base salary of $300,000 beginning March 1, 2021,
subject to annual increases as determined by the Chairman of the Board and Chief
Executive Officer of the Company and/or the President of the Company.
Ms. Johnson is also eligible to participate in the Company's annual incentive
program and long term incentive program and to receive retirement benefits,
medical and dependent care benefits, group benefits, reimbursement of country
club dues at a club approved by the board of directors of the Company (the
"Board"), and a vehicle or vehicle allowance, in an amount approved by the Chief
Executive Officer, the Board or Compensation Committee of the Board.
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The Johnson Employment Agreement also includes severance benefits that are
subject to Ms. Johnson signing a release. If Ms. Johnson is terminated for Cause
(as such term is defined in the Johnson Employment Agreement) or she resigns
voluntarily, she is entitled to Accrued Rights (as such term is defined in the
Johnson Employment Agreement). If Ms. Johnson's termination is related to death,
disability, or, not in connection with or within two years after a Change in
Control of the Company, is either without Cause or she terminates for Good
Reason (as such terms are defined in the Johnson Employment Agreement), she is
entitled to receive a payment equal to the sum of (x) her Accrued Rights, (y) an
amount equal to 150% of her Base Salary (as defined in the Johnson Employment
Agreement) for the calendar year in which the date of termination occurs, and
(z) a lump sum equal to the costs to obtain life, health, accident and
disability benefits for a period of 18 months after the date of her termination.
If prior to and in connection with or within two years after a Change in Control
of the Company, Ms. Johnson is terminated without Cause or if she terminates for
Good Reason (as such terms are defined in the Johnson Employment Agreement), she
is entitled to receive a payment equal to the sum of (x) her Accrued Rights,
(y) an amount equal to 150% of the sum of (i) her Base Salary for the calendar
year in which the date of termination occurs and (ii) all bonus, profit sharing
and other annual incentive payments made by the Company within the year prior to
the date of termination, and (z) a lump sum equal to the costs to obtain life,
health, accident and disability benefits for a period of 18 months after the
date of her termination. Ms. Johnson is subject to non-competition and
non-solicitation restrictions for a term of 12 months following the termination
of her employment as described in the Johnson Employment Agreement.
The foregoing description of the Johnson Employment Agreement is a summary only,
and accordingly, does not purport to be complete and is qualified in its
entirety to the full text of the Johnson Employment Agreement, a copy of which
is included as Exhibit 10.1 to this Current Report on Form 8-K/A and is
incorporated herein by reference.
Jerry Golemon Executive Employment Agreement - Executive Vice President and
Chief Operations Officer
On June 10, 2021, the Company entered into a new Executive Employment Agreement
with Mr. Jerry D. Golemon in connection with his position as Executive Vice
President and Chief Operations Officer of both the Company and the Bank,
effective June 10, 2021 (the "Golemon Employment Agreement"). The Golemon
Employment Agreement replaces and amends Mr. Golemon's prior executive
employment agreement with the Company, effective March 1, 2017 (the "Original
Golemon Agreement"), and neither the Company nor Mr. Golemon are obligated under
the terms of such Original Golemon Agreement, including any rights and benefits
provided to Mr. Golemon thereunder.
The Golemon Employment Agreement is for an initial term of one year, followed by
yearly automatic renewals at the end of each term following the initial term
unless notice of termination is provided by either the Company or Mr. Golemon
not less than 90 days prior to the end of such term.
In consideration for his services rendered to the Company and the Bank,
Mr. Golemon will be awarded a base salary of $335,000 beginning March 1, 2021,
subject to annual increases as determined by the Chairman of the Board and Chief
Executive Officer of the Company and/or the President of the Company.
Mr. Golemon is also eligible to participate in the Company's annual incentive
program and long term incentive program and to receive retirement benefits,
medical and dependent care benefits, group benefits, reimbursement of country
club dues at a club approved by the Board, and a vehicle or vehicle allowance,
in an amount approved by the Chief Executive Officer, the Board or the
Compensation Committee of the Board.
The Golemon Employment Agreement also includes severance benefits that are
subject to Mr. Golemon signing a release. If Mr. Golemon is terminated for Cause
(as such term is defined in the Golemon Employment Agreement) or he resigns
voluntarily, he is entitled to Accrued Rights (as such term is defined in the
Golemon Employment Agreement). If Mr. Golemon's termination is related to death,
disability, or, not in connection with or within two years after a Change in
Control of the Company, is either without Cause or he terminates for Good Reason
(as such terms are defined in the Golemon Employment Agreement), he is entitled
to receive a payment equal to the sum of (x) his Accrued Rights, (y) an amount
equal to 150% of his
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Base Salary (as defined in the Golemon Employment Agreement) for the calendar
year in which the date of termination occurs, and (z) a lump sum equal to the
costs to obtain life, health, accident and disability benefits for a period of
18 months after the date of his termination. If prior to and in connection with
or within two years after a Change in Control of the Company, Mr. Golemon is
terminated without Cause or if he terminates for Good Reason(as such terms are
defined in the Golemon Employment Agreement), he is entitled to receive a
payment equal to the sum of (x) his Accrued Rights, (y) an amount equal to 150%
of the sum of (i) his Base Salary for the calendar year in which the date of
termination occurs and (ii) all bonus, profit sharing and other annual incentive
payments made by the Company within the year prior to the date of termination,
and (z) a lump sum equal to the costs to obtain life, health, accident and
disability benefits for a period of 18 months after the date of his termination.
Mr. Golemon is subject to non-competition and non-solicitation restrictions for
a term of 12 months following the termination of his employment as described in
the Golemon Employment Agreement.
The foregoing description of the Golemon Employment Agreement is a summary only,
and accordingly, does not purport to be complete and is qualified in its
entirety to the full text of the Golemon Employment Agreement, a copy of which
is included as Exhibit 10.2 to this Current Report on Form 8-K/A and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Executive Employment Agreement, dated February 22, 2021, by and
among Spirit of Texas Bancshares, Inc. and Allison S. Johnson
(schedules and exhibits have been omitted pursuant to Item
601(a)(5) of Regulation S-K and will be provided to the
Securities and Exchange Commission upon request)
10.2 Executive Employment Agreement, dated June 10, 2021, by and
between Spirit of Texas Bancshares, Inc. and Jerry D. Golemon
(schedules and exhibits have been omitted pursuant to Item
601(a)(5) of Regulation S-K and will be provided to the
Securities and Exchange Commission upon request)
104 Cover Page Interactive Data File (imbedded within the Inline XBRL
document)
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