enterprise_8k.htm
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)
February 17, 2010
ENTERPRISE FINANCIAL SERVICES
CORP
(Exact name of registrant as specified in its
charter)
| Delaware |
001-15373 |
43-1706259 |
| (State or Other Jurisdiction |
(Commission |
(IRS Employer |
| of Incorporation) |
File Number) |
Identification
No.) |
| 150 N.
Meramec, St. Louis,
Missouri |
63105 |
| (Address of principal executive
offices) |
(Zip
Code) |
Registrant’s telephone number, including area
code
(314)
725-5500
(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))
Item 5.02 Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
Awards Under Short Term Incentive Program.
On February 17, 2010, the
Compensation Committee of the board of directors of Enterprise Financial
Services Corp (the “Company”) approved awards to its named executive officers
(“NEOs”) pursuant to the Company’s 2009 Short Term Incentive Program (the
“STIP”). The awards under the STIP were made in the form of restricted stock
meeting the requirements of “long term restricted stock” under the Interim Final
Rule on TARP Standards for Compensation and Corporate Governance (the “Interim
Final Rule”). The Interim Final Rule limits the types of compensation available
to the Company for compensating its senior executive officers to cash salary,
salary paid in shares of the Company’s common stock and grants of restricted
stock, subject to annual limitations.
The table below sets
forth the number of shares of restricted stock awarded to NEOs under the STIP:
|
|
Number of Shares of |
| Named Executive Officer |
Restricted Stock
Awarded |
| Peter F. Benoist |
6,346 |
| Frank H. Sanfilippo |
3,382 |
| Stephen P. Marsh |
2,596 |
| Linda M. Hanson |
3,719 |
| John
G. Barry |
4,242 |
The award of
restricted stock pursuant to the STIP will be issued under the Company’s 2002
Stock Incentive Plan, as amended (the “2002 Stock Plan”). If the NEO’s
employment with the Company is terminated for any reason other than as a result
of the NEO’s death or disability or a change of control of the Company, within
two years of the date on which an award of restricted stock is granted, the NEO
shall forfeit such award in accordance with the Interim Final Rule. In addition,
the restricted stock may not be transferred at any time earlier than permitted
under the following schedule (except as necessary to reflect a merger or
acquisition of the Company):
(i) 25% of the shares of restricted stock may be
transferred on or after the time the Company repays 25% of the aggregate funds
received by the Company under the Capital Purchase Program offered as part of
the Troubled Asset Relief Program (the “CPP”);
(ii) an additional 25% of the shares of
restricted stock may be transferred on or after the time Company repays 50% of
the aggregate funds received by the Company under the CPP;
(iii) an additional 25% of the shares of
restricted stock may be transferred on or after the time the Company repays 75%
of the aggregate funds received by the Company under the CPP; and
(iv) an additional 25% of the shares of
restricted stock may be transferred on or after the time the Company repays 100%
of the aggregate funds received by the Company under the CPP.
A form of the
Company’s Restricted Stock Award Agreement, which governs the awards of
restricted stock, is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Amended and Restated Executive Employment
Agreement between Enterprise Bank & Trust (the “Bank”) and John G. Barry.
On February 17, 2010, the
Bank entered into an amended and restated executive employment agreement with
John G. Barry (the “Amended Agreement”). The Amended Agreement replaces the
prior employment agreement between the Bank and Mr. Barry which was entered into
on December 19, 2008. A copy of the Amended Agreement is filed as Exhibit 99.2
to this Form 8-K, which is incorporated herein by this reference, and the
summary below is qualified in its entirety by reference to the Amended
Agreement.
Mr. Barry will
receive an annual base salary of $250,000, with discretionary increases (but not
decreases). Mr. Barry will also be entitled to receive incentive compensation,
including equity compensation, in a form and to the extent permissible by the
Interim Final Rule.
Under the terms of
the Amended Agreement, the Bank has the right to terminate Mr. Barry’s
employment upon prior written notice for cause, without cause, for reason of
disability or upon death. In the event Mr. Barry is terminated by the Bank for
cause, death or disability, or Mr. Barry elects to voluntarily terminate the
Amended Agreement, the Bank will not be obligated to pay any severance benefits
or targeted annualized incentive compensation with respect to the year in which
such termination occurs. Mr. Barry will be entitled to severance compensation if
the Bank effects a Termination Other Than For Cause (as defined in the Amended
Agreement) or Mr. Barry is terminated in a Termination Upon a Change in Control
(as defined in the Amended Agreement), but only to the extent permitted by the
Interim Final rule, which currently prohibits any such severance compensation.
The Amended Agreement
contains restrictive covenants prohibiting Mr. Barry from competing with the
Bank during the term of his employment and thereafter for the longer of either
(i) any period of time in which Mr. Barry receives any severance compensation
and (ii) if applicable, a period of one year following his termination for
cause. Such restrictions will apply to any investment, loan, employment,
consultancy or engagement with any person in the business of providing banking,
wealth management or financial services within 50 miles of any standard
metropolitan statistical area in which the Bank or any of its affiliates has an
office or branch. The Amended Agreement also prohibits Mr. Barry from soliciting
employees and certain customers of the Bank or any of its affiliates. In
addition, confidentiality provisions in the Amended Agreement prohibit the use
or disclosure of confidential information.
In connection with
the execution and delivery of the Amended Agreement, Mr. Barry and the Company
entered into a restricted stock award agreement (the “Award Agreement”) pursuant
to which Mr. Barry received a one-time award of 10,000 shares of restricted
stock. Such shares of restricted stock were granted pursuant to the terms of and
subject to conditions of the 2002 Stock Plan and shall vest as follows:
|
|
|
|
Percentage of |
|
Cumulative Vesting |
| |
Vesting Date |
|
Shares
Vesting |
|
Percentage
|
| |
February 17, 2011 |
|
0% |
|
0% |
|
|
February 17,
2012 |
|
40% |
|
40% |
|
|
February 17, 2013 |
|
20% |
|
60% |
|
|
February 17,
2014 |
|
20% |
|
80% |
|
|
February 17, 2015 |
|
20% |
|
100% |
The award of
restricted stock to Mr. Barry was also issued in compliance with the Interim
Final Rule and is subject to the same transfer restrictions described above with
respect to awards to NEOs under the STIP. A copy of the Award Agreement is filed
as Exhibit 99.3 to this Form 8-K, which is incorporated herein by this
reference, and the summary below is qualified in its entirety by reference to
the Award Agreement.
Item 9.01 Financial Statements and Exhibits.
(a) Not
applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| |
Exhibit |
|
|
| |
Number |
|
Description |
|
| |
99.1 |
|
Form of Company’s Restricted Stock Award
Agreement |
| |
99.2 |
|
Form of Amended and Restated Executive
Employment Agreement by and between Enterprise Bank & Trust and John
G. Barry |
| |
99.3 |
|
Form of Restricted Stock Award Agreement
to John G. Barry |
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 thereunto duly
authorized.
| |
ENTERPRISE FINANCIAL SERVICES
CORP |
|
|
|
| By: |
|
| |
|
|
| Date: February 19,
2010 |
/s/ |
Deborah N. Barstow |
| |
|
Deborah N.
Barstow |
| |
|
Senior Vice President and
Controller |