Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Termination of Employment Agreements and entry into Change in Control Severance Agreements and Restrictive Covenant Agreements.
As previously reported under Item 5.02 on a Current Report on Form 8-K filed on December 27, 2021, on December 20, 2021, Amerant Bancorp Inc. (the “Company”) and its subsidiary, Amerant Bank, N.A., (the “Bank”), provided Miguel A. Palacios and Alberto M. Capriles, EVP and Head of Commercial Banking and EVP and Chief Risk Officer, respectively, (each, an “Executive” and together, the “Executives”) with notices of non-renewal of their employment agreements (together, the “Employment Agreements”). The Employment Agreements terminated effective March 20, 2022.
On March 18, 2022, each Executive, the Company, and the Bank, entered into change in control severance agreements (each, a “CIC Agreement” and together, the “CIC Agreements”). Each CIC Agreement has an initial term of 24 months and provides for automatic 12 months renewals unless the Company notifies the applicable Executive at least 90 days before such renewal that the CIC Agreement will be terminated. The CIC Agreements provide for severance benefits if each Executive is terminated “without cause” or resigns for “good reason”, on or within 24 months following a Change in Control (“Termination”), subject to the timely execution and non-revocation of a release of claims and compliance with any applicable restrictive covenant agreement. In the event of a Termination, each Executive will be entitled to receive the following compensation and benefits:
•An amount equal to the product of two times the sum of (i) the Executive's base salary in effect on the date of Termination, and (ii) the Executive's average annual bonus for the applicable period prior to the date of Termination (as calculated under the terms of the CIC Agreement); and reimbursements under COBRA (as defined in each CIC Agreement), if properly elected for a period of 12 months following Termination.
In connection with the execution of the CIC Agreements, each Executive also executed a Restrictive Covenant Agreement on March 18, 2022, that includes customary intellectual property, non-solicitation, non-compete, non-disparagement and confidentiality provisions.
The foregoing are only brief descriptions of the material terms of the CIC Agreements and the Restrictive Covenant Agreements (together the “Agreements”), does not purport to be a complete description of the Agreements, and are qualified in its entirety by reference to the Form of CIC Agreement and the Form of Restrictive Covenant Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.