8-K

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) 

March 25, 2013

ENTERPRISE FINANCIAL SERVICES

CORP

(Exact name of registrant as specified in its charter)

Delaware	001-15373	43-1706259
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

150 N. Meramec, St. Louis, Missouri (Address of principal executive offices) 63105 (Zip Code)

Registrant's telephone number, including area code 

(314) 725-5500

Not applicable 

(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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    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.

Entry Into or Amendment of Material Compensatory Plan, Contract or Arrangement

On March 25, 2013, Enterprise Financial Services Corp (the “Company”) announced that it has negotiated the extension of the employment term of Chief Executive Officer, Peter F. Benoist. Pursuant to Mr. Benoist's employment agreement, the term of his employment originally was scheduled to expire on December 31, 2013. The Company and Mr. Benoist have agreed to extend the term of his employment to December 31, 2014.

In exchange for Mr. Benoist's extension of his term of employment, the Company has agreed to provide Mr. Benoist with a retention bonus opportunity. Under this arrangement, Mr. Benoist will be eligible to receive up to two cash payments of $250,000 each if he remains continuously employed with the Company through December 31, 2013 and December 31, 2014, respectively. Mr. Benoist's right to such retention payments would automatically accelerate if the Company terminates his employment prior to such dates without cause or due to a change in control, as such terms are defined in his employment agreement.

ITEM 9.01. Financial Statements and Exhibits

(d)Exhibits

Exhibit No. Description

10.1 Amendment to Executive Employment Agreement, dated March 25, 2013, by and between the Company and Peter F. Benoist*

99.1 Press Release dated March 26, 2013

* Represents management contract or compensatory plan or arrangement.

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
Date:	March 26, 2013	By:	/s/ Mark G. Ponder
			Mark G. Ponder
			Senior Vice President and Controller

EX-10.1

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

BETWEEN ENTERPRISE FINANCIAL SERVICES CORP AND

PETER F. BENOIST

WHEREAS, Enterprise Financial Services Corp (“Company”), a Delaware corporation, and Peter F. Benoist (“Executive”) entered into a certain Executive Employment Agreement between Company and Executive, dated effective as of May 1, 2008, as amended by a certain First Amendment to Executive Employment Agreement, dated December 19, 2008 (as amended, the “Original Agreement”); and

WHEREAS, Executive has experience, leadership abilities management skills that benefit Company; and

WHEREAS, Company desires to provide incentives for Executive to continue to serve as the Company's President and Chief Executive Officer beyond his current term of employment upon the terms and subject to the conditions set forth below.

NOW, THEREFORE, the Original Agreement is amended effective as of March 25, 2013 as follows:

1.Section 2 of the Original Agreement is hereby amended to read in its entirety as follows:

2.Term of Employment; Retention Payment.

2.1Term. Except as otherwise provided herein, the initial term of Executive's employment shall be for a period commencing on the Effective Date and ending on December 31, 2014 (the “Initial Term”).  The term of Executive's employment shall be automatically extended for successive one (1) year periods beginning on January 1 and ending on December 31 (each a “Renewal Term”) upon the same provisions for Base Salary and Targeted Bonus (as provided below) unless either the Company or Executive provides written notice (“Non-Renewal Notice”) to the other party at least ninety (90) days prior to the expiration of the Initial Term or then current Renewal Term, as applicable, that the term of this Agreement will not be renewed. The term during which Executive is an employee of the Company, including any Renewal Term, is referred to as the “Employment Term.” Notwithstanding the expiration of the Employment Term or such later termination of Executive's employment with the Company, the obligations of Executive under Sections 7, 8 and 9 of this Agreement shall survive the termination of Executive's employment with the Company and its Affiliates. 

2.2Retention Payments.

(a)In consideration of Executive's amendment of the Term as set forth above, Executive will be entitled to the following payments, subject to the conditions set forth below:

(i)If Executive has been continuously employed with the Company through December 31, 2013 (the “First Retention Date”), the Company will promptly, and in no event later than the next scheduled payroll date, pay to Executive $250,000 in a single cash payment, net of all applicable withholdings (the “First Retention Payment”).

(ii)If Executive has been continuously employed with the Company through December 31, 2014 (the “Second Retention Date” and together with the First Retention Date, the “Retention Dates”), the Company will promptly, and in no event later than the next scheduled payroll date, pay to Executive $250,000 in a single cash

payment, net of all applicable withholdings (the “Second Retention Payment” and together with the First Retention Payment the “Retention Payments”).

(b)Except as provided in the immediately following sentence, the Executive shall not be entitled to any Retention Payment upon a termination of Executive's employment for any reason prior to a Retention Date. Upon a Termination Other Than For Cause (as defined in Section 5.2(c)) or a Termination Upon a Change in Control (as defined in Section 5.6) prior to either Retention Date, the Company shall pay to Executive the aggregate amount of any then unpaid Retention Payment(s) in a lump-sum. Such payment shall be subject to and conditioned upon Executive's execution, within 60 days after Executive's Separation from Service (as defined below), of the release and waiver described in Section 5.2(a). Company will make such lump sum payment to Executive not later than seven days following Executive's execution and delivery of such release and waiver.

2. Except as expressly amended pursuant to this Amendment, the Original Agreement shall continue in full force and effect without modification.

3. Capitalized terms not defined herein shall have the meaning given them in the Original Agreement unless the context clearly and unambiguously requires otherwise.

[The remainder of this page is blank. The next page is the signature page.]

IN WITNESS WHEREOF, the undersigned have executed this Amendment this effective as of the date set forth above.

ENTERPRISE FINANCIAL SERVICES CORP
By:	/s/ Jim Murphy
	Jim Murphy
	Chairman of the Board
By:	/s/ Peter F. Benoist
	Peter F. Benoist

EX-99.1

For more information contact:

Jerry Mueller, Senior Vice President (314) 512-7251

Ann Marie Mayuga, AMM Communications (314) 485-9499

__________________________________________________________________________________

ENTERPRISE FINANCIAL CEO PETER BENOIST

TO EXTEND TENURE AS CHIEF EXECUTIVE

__________________________________________________________________________________

St. Louis, March 26, 2013. Enterprise Financial Services Corp (NASDAQ: EFSC) announced today that it has amended the employment agreement of President and Chief Executive Officer Peter F. Benoist to provide for an extension of his tenure as CEO. The original term of Benoist's employment agreement was scheduled to expire on December 31, 2013. However, the Company and Benoist have agreed on an amendment under which Benoist would continue as CEO through at least December 31, 2014. Under the terms of the agreement Benoist is eligible to earn two cash bonuses of $250,000 after December 31, 2013 and after December 31, 2014.

James J. Murphy, Jr., Chairman and CEO of Murphy Company and non-executive Chairman of the Enterprise Financial Board, commented, “Peter successfully led Enterprise through the most difficult economic period since the Great Depression. At the same time, while preserving the Company's sound financial footing during the financial crisis, he had the foresight to capitalize on opportunities that were presented during that time. Enterprise completed four FDIC-assisted transactions that established the Company's Arizona franchise and doubled its market presence in Kansas City. Those acquisitions have also generated more than $60 million in net revenues to date.”

“Last year, Enterprise posted earnings per share that matched its best ever EPS performance and net income was the highest in the Company's history,” noted Murphy. “Peter's vision, leadership skills and industry experience have been invaluable to Enterprise's success and the Board is very pleased that he has agreed to extend his term as CEO.”

Benoist joined Enterprise in 2002 as Chairman and CEO of Enterprise Bank & Trust, the Company's principal subsidiary. In 2008 he was named President and CEO of the Company.

Prior to joining Enterprise, Benoist was Executive Director of the Regional Housing and Community Development Alliance in St. Louis. His banking career includes serving as Regional Chairman and St. Louis Market President of Firstar Bank, now US Bank, Senior Executive Vice President and Chief Operating Officer of the former Mercantile Bank of St. Louis and Director and Executive Vice President of the former Mark Twain Bancshares, Inc. and Chairman of its banking operations.

Benoist holds B.A. and M.B.A. degrees from Saint Louis University. He serves on the Regional Business Council in St. Louis and on the Boards of the Regional Housing and Community Development Alliance, Jefferson National Parks Association, Opera Theater of St. Louis, Grand Center and the United Way of St. Louis.

Enterprise Financial operates commercial banking and wealth management businesses in metropolitan St. Louis, Kansas City and Phoenix. Enterprise is primarily focused on serving the needs of privately held businesses, their owner families, executives and professionals.

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