Current Report Filing (8-k)
February 14 2014 - 2:58PM
Edgar (US Regulatory)
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 10, 2014
PACIFIC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
|
Washington
(State or other jurisdiction
of incorporation or organization) |
|
000-29829
(SEC File Number) |
|
91-1815009
(IRS Employer
Identification No.) |
|
1101 S. Boone Street
Aberdeen, Washington 98520-5244
(360) 533-8870
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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 Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 10, 2014, Bank of the Pacific
(the "Bank"), a wholly owned subsidiary of Pacific Financial Corporation (the "Company"), engaged Douglas N.
Biddle to act as Executive Vice President and Chief Financial Officer of the Bank, pursuant to the terms of an employment agreement
effective as of that date. Mr. Biddle, who replaces Denise Portmann following her promotion to the positions of President and Chief
Executive Officer of the Bank earlier this year, will also serve as Treasurer of the Company.
Mr. Biddle's employment agreement provides
for a base salary of $175,000 per year, subject to annual review and adjustment. Mr. Biddle is also eligible to participate in
the Bank's incentive compensation plan at levels to be determined by the board of directors, and in all standard benefits provided
to the Bank's executives, including but not limited to health, disability, and life insurance.
Mr. Biddle's employment agreement further
provides for a two-year term, and automatically renews for an additional year on each one-year anniversary, unless 90 days' prior
notice of termination is given by either the Bank or Mr. Biddle in accordance with the terms of the agreement. In addition, if
Mr. Biddle is terminated by the Bank without cause and in the absence of a change of control, he will receive salary from the date
of termination through the end of the then-current term of his agreement, and all forfeiture provisions affecting restricted stock
awards and all vesting requirements affecting any stock options will lapse or be deemed fully completed.
If Mr. Biddle is terminated by the Bank within
24 months after a change in control, other than by reason of death or disability or for cause, or if he terminates employment
for "good reason" within a 24-month period, he will be entitled to receive a payment equal to 24 times his base compensation
during the most recent calendar month ending prior to termination. Payments will be made in equal monthly payments beginning on
the 15th day of the calendar month immediately following the termination date and ending on the 15th day of the third calendar
month of the calendar year immediately following the termination date, provided that amounts payable are subject to reduction to
the extent that such payments would be deemed excess parachute payments under Section 280G of the Internal Revenue Code of
1986, as amended (the "Code").
Key terms in Mr. Biddle's employment agreement
are defined as follows:
| · | A "change in control" means a change in "ownership or effective control" or "in the ownership of a
substantial portion of the assets" of the Bank within the meaning of Section 409A of the Code. |
| · | "Cause" includes dishonesty; fraud; commission of a felony or a crime involving moral turpitude; deliberate violation
or reckless disregard of statutes, regulations, or orders pertaining to financial institutions; destruction or theft of property
or assets of the Bank or its customers; refusal to perform or willful malfeasance or gross negligence in the performance of his
or her duties; and other described forms of misconduct that materially harms the Bank or its customers. |
| · | "Good reason" will be present, if, within 24 months following a change in control, and without consent, Mr. Biddle's
assignment with the Bank is changed in a way that results in (1) a material diminution in base compensation, (2) a material diminution
in authority, duties, or responsibilities, (3) a material diminution in the authority, duties, or responsibilities of the supervisor
to whom he reports, including a requirement that he report to a corporate officer or employee instead of reporting directly to
the Bank's Board of Directors, (4) a material diminution in the budget over which he retains authority, (5) a material change in
the geographic location at which he must perform services, or (6) any other material breach of his employment agreement by the
Bank, provided that in order to qualify for a "good reason" termination, (A) he must provide notice of objection to a
change in assignment within 90 days of a change, (B) the Bank must have failed to remedy the change within 30 days, and
(C) he must voluntarily terminate employment within 30 days of the end of the Bank's cure period. |
The employment agreement includes a prohibition
on disclosure of confidential information concerning the Bank at any time as well as an agreement not to compete with the Bank
for up to two years in the counties in which the Bank is operating. The Bank is entitled to receive certain payments for each breach
of these provisions and may also seek injunctive relief.
The press release announcing Mr. Biddle's
engagement by the Bank is filed as Exhibit 99.1 to this report. The foregoing description of Mr. Biddle's employment agreement
is qualified in its entirety by reference to his actual employment agreement, which is filed as Exhibit 10.1 to this report
and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description |
10.1 |
Employment Agreement, dated as of February 10, 2014, between the Company and Douglas N. Biddle. |
99.1 |
Press release dated February 13, 2014. |
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.
DATED: February 13, 2014 |
|
PACIFIC FINANCIAL CORPORATION |
|
|
By: |
/s/ Dennis A. Long |
|
|
|
Dennis A. Long
President and Chief
Executive Officer |
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