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)
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December 19, 2007
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|
PACIFIC
PREMIER BANCORP, INC.
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|
(Exact
name of registrant as specified in its charter)
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DELAWARE
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0-22193
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33-0743196
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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|
1600
Sunflower Ave, Second Floor, Costa Mesa, CA
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92626
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(714)
431-4000
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|
Not
Applicable
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|
(Former
name or former address, if changed since last report.)
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|
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 (see General Instruction A.2.
below):
|
|
[
]
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)
|
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[
]
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
December 19, 2007, Pacific Premier Bancorp, Inc. (the “Company”) and Pacific
Premier Bank, the Company’s wholly-owned subsidiary, (the “Bank”), entered into
an employment agreement with Mr. Steven Gardner, President and Chief Executive
Officer. On the same date, the Bank entered into employment
agreements with each of Mr. John Shindler, Executive Vice President and Chief
Financial Officer, and Mr. Edward Wilcox, Executive Vice President and Chief
Banking Officer. The description of each of these employment
agreements is not complete and is qualified in its entirety by reference
to the
full text of all three employment agreements, copies of which are filed as
Exhibits 10.1, 10.2 and 10.3 to this Form 8-K and are incorporated into this
Item 5.02 by reference.
Gardner
Employment Agreement. Mr. Steven Gardner, the Company and
the Bank entered into an Employment Agreement dated December 19, 2007 (“Gardner
Agreement”) that provides for the employment of Mr. Gardner as the President and
Chief Executive Officer of the Company and the Bank. The Gardner Agreement
has a
term of three (3) years and, on each annual anniversary date, the term
automatically is extended for an additional one-year period by the Company’s and
the Bank’s boards of directors, unless Mr. Gardner, on the one hand, or the
Company or the Bank, on the other hand, gives written notice to the other
party
of its election not to extend the term of the Gardner Agreement, with such
notice to be given not less than ninety (90) days prior to any such anniversary
date. If such notice is given by either party, then the Gardner Agreement
will
terminate at the conclusion of its remaining term.
Pursuant
to the Gardner Agreement, Mr. Gardner will receive a minimum base salary
of
$375,000 per year, which may be increased from time to time in such amounts
as
may be determined by the Company’s and the Bank’s boards of directors. In
addition, Mr. Gardner will be eligible for a discretionary performance bonus
not
to exceed 125% of his base salary, based on his individual performance and
the
overall performance of the Company and the Bank, with eligibility and the
amount
of any such bonus to be at the discretion of Compensation Committee of each
of
the Company’s and the Bank’s boards of directors. In addition, Mr. Gardner will
receive the use of an automobile paid for by the Company. Mr. Gardner
is also entitled to participate in any pension, retirement or other benefit
plan
or program given to employees and executives of the Company and the Bank,
to the
extent commensurate with Mr. Gardner’s then duties and responsibilities as fixed
by the boards of directors of the Company and the Bank. The Company and the
Bank
will also obtain a life insurance policy for Mr. Gardner in the amount of
$1.5
million, with the beneficiary(ies) to be designated by Mr. Gardner.
Pursuant
to the Gardner Agreement, the Company and the Bank have the right, at any
time
upon prior notice of termination, to terminate Mr. Gardner’s employment for any
reason, including, without limitation, termination for “Cause” or “Disability”
(each as defined in the Gardner Agreement), and Mr. Gardner has the right,
upon
prior notice of termination, to terminate his employment with the Company
and
the Bank for any reason.
In
the
event that Mr. Gardner’s employment is (a) terminated by the Company and the
Bank for other than Cause, Disability, or Mr. Gardner’s death or (b) by Mr.
Gardner due to a material breach of the Gardner Agreement by the Company
and the
Bank, or for “Good Reason” upon termination by Mr. Gardner upon a “Change in
Control” (each as defined in the Gardner Agreement), then, Mr. Gardner will be
entitled to receive a lump sum a cash severance amount equal to the Executive's
Base Salary as in effect immediately prior to the Date of Termination, plus
his
incentive bonus for the previous year multiplied by three (3) years, less
taxes
and other required withholding. Mr. Gardner will also be entitled to
receive for a period ending at the earlier of (i) the third anniversary of
the
date of termination or (ii) the date of Mr. Gardner’s full-time employment by
another employer, at no cost to Mr. Gardner, the continued
participation in all group insurance, life insurance, health and accident,
disability and other employee benefit plans, programs and arrangements in
which
Mr. Gardner was entitled to participate immediately prior to the date of
termination, other than any stock option or other stock compensation plans
or
bonus plans of the Company and the Bank; provided however, if his participation
in any such plan, program or arrangement is barred, the Company and the Bank
will arrange to provide Mr. Gardner with benefits substantially similar to
those
he was entitled to receive under such plans, programs and arrangements. If
the
payments and benefits to Mr. Gardner upon termination would constitute a
“parachute payment” under Section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”), the payments and benefits payable by the Company and the
Bank under the Gardner Agreement will be reduced, in the manner determined
by
the Mr. Gardner, by the amount, if any, which is the minimum necessary to
result
in no portion of the payments and benefits payable by the Company and the
Bank
to Mr. Gardner being non-deductible to the Company and the Bank pursuant
to
Section 280G of the Code and subject to the excise tax imposed under Section
4999 of the Code.
In
the
event that the Mr. Gardner’s employment is terminated by the Company for Cause,
or Mr. Gardner terminates his employment other than for Disability, death
or
Good Reason, Mr. Gardner will have no right to compensation or other benefits
for any period after the applicable date of termination other than for base
salary accrued through the date of termination. In the event that the Mr.
Gardner’s employment is terminated as a result of Disability or death during the
term of the Gardner Agreement, Mr. Gardner, or his estate in the event of
his
death, shall receive the lesser of (i) his existing base salary as in effect
as
of the date of termination, multiplied by one year or (ii) his base salary
for
the duration of the term of employment.
Mr.
Gardner has agreed that during the term of his employment and after termination
of his employment that he will not disclose to any other person or entity,
other
than in the regular course of business of the Company and the Bank, any
“Confidential and Proprietary Information” (as defined in the Gardner
Agreement), other than pursuant to applicable law, regulation or subpoena
or
with the prior written consent of the Company and the Bank. Mr.
Gardner agreed that during the term of the Gardner Agreement and for two
(2)
years after the date of termination, he will not solicit for hire or encourage
another person to solicit for hire a “Covered Employee” (as defined in the
Gardner Agreement).
The
Gardner Agreement will not impact the benefits that Mr. Gardner is entitled
to
receive pursuant to the Salary Continuation Agreement between Mr. Gardner
and
the Bank dated May 17, 2006. The Gardner Agreement will however
supersede and replace the Employment Agreement between the Company and Mr.
Gardner dated January 2, 2004 and the Employment Agreement between the Bank
and
Mr. Gardner dated January 2, 2004.
Shindler
Employment Agreement. Mr. John Shindler and the Bank entered
into an Employment Agreement dated December 19, 2007 (“Shindler Agreement”) that
provides for the employment of Mr. Shindler as the Executive Vice President
and
Chief Financial Officer of the Bank. The Shindler Agreement has a term of
three
(3) years, and, on each annual anniversary date, the term automatically is
extended for an additional one-year period by the Bank’s board of directors,
unless either Mr. Shindler or the Bank gives written notice to the other
party
of its election not to extend the term of the Shindler Agreement, with such
notice to be given not less than ninety (90) days prior to any such anniversary
date. If such notice is given by either party, then the Shindler Agreement
will
terminate at the conclusion of its remaining term.
Pursuant
to the Shindler Agreement, Mr. Shindler will receive a minimum base salary
of
$190,000 per year, which may be increased from time to time in such amounts
as
may be determined by the Bank’s board of directors. In addition, Mr. Shindler
will be eligible for a discretionary performance bonus not to exceed 50%
of his
base salary, based on his individual performance and the overall performance
of
the Bank, with eligibility and the amount of any such bonus to be at the
discretion of the Compensation Committee of the Bank’s board of
directors. Mr. Shindler is also entitled to participate in any
pension, retirement or other benefit plan or program given to employees and
executives of the Bank, to the extent commensurate with Mr. Shindler’s then
duties and responsibilities as fixed by the board of directors of the
Bank.
Pursuant
to the Shindler Agreement, the Bank will have the right, at any time upon
prior
notice of termination, to terminate Mr. Shindler’s employment for any reason,
including, without limitation, termination for “Cause” or “Disability” (each as
defined in the Shindler Agreement), and Mr. Shindler has the right, upon
prior
notice of termination, to terminate his employment with the Bank for any
reason.
In
the
event that Mr. Shindler’s employment is (a) terminated by the Bank for other
than Cause, Disability, or Mr. Shindler’s death or (b) by Mr. Shindler due to a
material breach of the Shindler Agreement by the Bank, or for “Good Reason” upon
termination by Mr. Shindler upon a “Change in Control” (each as defined in the
Shindler Agreement), then, Mr. Shindler will be entitled to receive a lump
sum
cash severance amount equal to his base salary as in effect immediately prior
to
the date of termination, plus his incentive bonus for the previous year,
less
taxes and other required withholding. If the payments and benefits to
Mr. Shindler upon termination would constitute a “parachute payment” under
Section 280G of the Code, the payments and benefits payable by the Bank under
the Shindler Agreement will be reduced, in the manner determined by the Mr.
Shindler, by the amount, if any, which is the minimum necessary to result
in no
portion of the payments and benefits payable by the Bank to Mr. Shindler
being
non-deductible to the Bank pursuant to Section 280G of the Code and subject
to
the excise tax imposed under Section 4999 of the Code.
In
the
event that the Mr. Shindler’s employment is terminated by the Bank for Cause, or
Mr. Shindler terminates his employment other than for Disability, death or
Good
Reason, Mr. Shindler will have no right to compensation or other benefits
for
any period after the applicable date of termination other than for base salary
accrued through the date of termination. In the event that the Mr. Shindler’s
employment is terminated as a result of Disability or death during the term
of
the Shindler Agreement, Mr. Shindler, or his estate in the event of his death,
shall receive the lesser of (i) his existing base salary as in effect as
of the
date of termination, multiplied by one year or (ii) his base salary for the
duration of the term of employment.
Mr.
Shindler has agreed that during the term of his employment and after termination
of his employment that he will not disclose to any other person or entity,
other
than in the regular course of business of the Bank, any “Confidential and
Proprietary Information” (as defined in the Shindler Agreement), other than
pursuant to applicable law, regulation or subpoena or with the prior written
consent of the Bank. Pursuant to the terms of the Shindler Agreement, Mr.
Shindler agreed that during the term of the Shindler Agreement and for one
(1)
year after the date of termination he will not solicit for hire or encourage
another person to solicit for hire a “Covered Employee” (as defined in the
Shindler Agreement).
The
Shindler Agreement will not impact the benefits that Mr. Shindler is entitled
to
receive pursuant to the Salary Continuation Agreement between Mr. Shindler
and
the Bank dated May 17, 2006.
Wilcox
Employment Agreement. Mr. Edward Wilcox and the Bank entered
into an Employment Agreement dated December 19, 2007 (“Wilcox Agreement”) that
provides for the employment of Mr. Wilcox as the Executive Vice President
and
Chief Banking Officer of the Bank. The Wilcox Agreement has a term of three
(3)
years, and, on each annual anniversary date, the term automatically is extended
for an additional one-year period by the Bank’s board of directors, unless
either Mr. Wilcox or the Bank gives written notice to the other party of
its
election not to extend the term of the Wilcox Agreement, with such notice
to be
given not less than ninety (90) days prior to any such anniversary date.
If such
notice is given by either party, then the Wilcox Agreement will terminate
at the
conclusion of its remaining term.
Pursuant
to the Wilcox Agreement, Mr. Wilcox will receive a minimum base salary of
$215,000 per year, which may be increased from time to time in such amounts
as
may be determined by the Bank’s board of directors. In addition, Mr. Wilcox will
be eligible for a discretionary performance bonus not to exceed 100% of his
base
salary, based on his individual performance and the overall performance of
the
Bank, with eligibility and the amount of any such bonus to be at the discretion
of the Compensation Committee of the Bank’s board of directors. In addition, Mr.
Wilcox receives a car allowance of $500.00 per month. Mr. Wilcox is
also entitled to participate in any pension, retirement or other benefit
plan or
program given to employees and executives of the Bank, to the extent
commensurate with Mr. Wilcox’s then duties and responsibilities as fixed by the
board of directors of the Bank.
Pursuant
to the Wilcox Agreement, the Bank will have the right, at any time upon prior
notice of termination, to terminate Mr. Wilcox’s employment for any reason,
including, without limitation, termination for “Cause” or “Disability” (each as
defined in the Wilcox Agreement), and Mr. Wilcox has the right, upon prior
notice of termination, to terminate his employment with the Bank for any
reason.
In
the
event that Mr. Wilcox’s employment is (a) terminated by the Bank for other than
Cause, Disability, or Mr. Wilcox’s death or (b) by Mr. Wilcox due to a material
breach of the Wilcox Agreement by the Bank, or for “Good Reason” upon
termination by Mr. Wilcox upon a “Change in Control” (each as defined in the
Wilcox Agreement), then, Mr. Wilcox will be entitled to receive a lump sum
cash
severance amount equal to his base salary as in effect immediately prior
to the
date of termination, plus his incentive bonus for the previous year, less
taxes
and other required withholding. If the payments and benefits to Mr.
Wilcox upon termination would constitute a “parachute payment” under Section
280G of the Code, the payments and benefits payable by the Bank under the
Wilcox
Agreement will be reduced, in the manner determined by the Mr. Wilcox, by
the
amount, if any, which is the minimum necessary to result in no portion of
the
payments and benefits payable by the Bank to Mr. Wilcox being non-deductible
to
the Bank pursuant to Section 280G of the Code and subject to the excise tax
imposed under Section 4999 of the Code.
In
the
event that the Mr. Wilcox’s employment is terminated by the Bank for Cause, or
Mr. Wilcox terminates his employment other than for Disability, death or
Good
Reason, Mr. Wilcox will have no right to compensation or other benefits for
any
period after the applicable date of termination or death other than for base
salary accrued through the date of termination or death. In the event that
the
Mr. Wilcox’s employment is terminated as a result of Disability or Mr. Wilcox’s
death during the term of the Wilcox Agreement, Mr. Wilcox, or his estate
in the
event of his death, shall receive the lesser of (i) his existing base salary
as
in effect as of the date of termination, multiplied by one year or (ii) his
base
salary for the duration of the term of employment.
Mr.
Wilcox has agreed that during the term of his employment and after termination
of his employment, he will not disclose to any other person or entity, other
than in the regular course of business of the Bank, any “Confidential and
Proprietary Information” (as defined in the Wilcox Agreement), other than
pursuant to applicable law, regulation or subpoena or with the prior written
consent of the Bank. Pursuant to the terms of the Wilcox Agreement, Mr. Wilcox
agreed that during the term of the Wilcox Agreement and for one (1) year
after
the date of termination he will not solicit for hire or encourage another
person
to solicit for hire a “Covered Employee” (as defined in the Wilcox
Agreement).
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
10.1 Employment
Agreement by and between Steven Gardner, Pacific Premier Bancorp, Inc. and
Pacific Premier Bank dated December 19, 2007.
10.2 Employment
Agreement by and between John Shindler and Pacific Premier Bank dated December
19, 2007.
10.3 Employment
Agreement by and between Edward Wilcox and Pacific Premier Bank dated December
19, 2007.
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 hereunto
duly authorized.
PACIFIC
PREMIER BANCORP, INC.
Dated:
December 21,
2007 By: /s/
STEVEN R. GARDNER
Steven
R. Gardner
President
and Chief Executive
Officer