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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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Ameris Bancorp (the “Company”)
has appointed William D. McKendry as Executive Vice President and Chief Risk Officer of both the Company and Ameris Bank, the wholly-owned
banking subsidiary of the Company. Mr. McKendry’s chief responsibilities will include the oversight of risk management, internal
audit, compliance, loan review and valuation services. Mr. McKendry has more than 25 years of banking and financial industry experience,
with his most recent experience coming as Executive Vice President and Chief Risk Officer at Bank of North Carolina in High Point,
North Carolina, a position he held since 2011. Prior to that time, he served as Senior Vice President and Deputy General Auditor
of First Citizens Bancshares in Raleigh, North Carolina, from 2004 until 2011.
In connection with Mr. McKendry’s
appointment, Stephen A. Melton will be transitioning from that same position with the Company to the new role of Executive Vice
President and General Counsel of the Company and Ameris Bank. Following a brief transition period, Mr. Melton’s principal
duties will relate to the oversight and management of all litigation and other legal matters involving the Company and its subsidiaries.
Mr. Melton is a 1975 graduate of the University of Georgia School of Law.
On October 3, 2017, Mr. McKendry, the Company
and Ameris Bank entered into a Severance Protection and Restrictive Covenants Agreement (the “Severance Protection Agreement”),
which provides certain benefits to Mr. McKendry upon the termination of his employment. The Severance Protection Agreement will
be in effect for a period of two years, except that its term will automatically be extended as and to the extent necessary so that
it does not expire prior to the first anniversary of a “change of control” (as defined therein).
The Severance Protection Agreement provides
that, in the event of termination of Mr. McKendry’s employment by the Company without “cause” (as defined therein)
or by Mr. McKendry for “good reason” (as defined therein), the Company will pay to him, in addition to certain accrued
but unpaid amounts, (i) equal installments in accordance with the Company’s normal payroll practices totaling an amount equal
to one-and-one-half times the sum of (A) Mr. McKendry’s base salary, which is initially $300,000, and (B) his target cash
bonus for the year in which his termination occurred; (ii) a pro-rata portion of the cash bonus, if any, that he would have earned
for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals; and (iii)
reimbursement for any monthly COBRA premium paid for a period of as many as 18 months. In the event of termination of Mr. McKendry’s
employment on account of his death or disability, the Company will pay to him (or his estate or beneficiaries), in addition to
certain accrued but unpaid amounts, a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year
during which his termination occurred, based on the achievement of applicable performance goals.
In addition, if, within one year following
a change of control of the Company, Mr. McKendry’s employment is terminated by the Company without cause or by Mr. McKendry
for good reason, then under the Severance Protection Agreement the Company will pay to him, in addition to certain accrued but
unpaid amounts, (i) a lump sum equal to two times the sum of (A) Mr. McKendry’s base salary and (B) his target cash bonus
for the year in which his termination occurred; (ii) a pro-rata portion of the cash bonus, if any, that he would have earned for
the fiscal year during which his termination occurred, based on the achievement of applicable performance goals; and (iii) reimbursement
for any monthly COBRA premium paid for a period of as many as 18 months.
The Severance Protection Agreement also
includes certain restrictive covenants that limit Mr. McKendry’s ability to compete with the Company and to solicit, or attempt
to solicit, certain customers and any employee of the Company and its subsidiaries and affiliates for a period of 18 months after
termination or to divulge certain confidential information concerning the Company for any purpose other than as necessary in performance
of his duties to the Company.
The forgoing summary description of the
Severance Protection Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the Severance Protection Agreement, a copy of which is attached hereto and incorporated herein by this reference.