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 3, 2008

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© 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.

(b) On March 3, 2008, Enterprise Financial Services Corp (the “Company”) announced that Kevin C. Eichner, has tendered his resignation as the President and Chief Executive Officer of the Company effective May 1, 2008. Mr. Eichner resigned in order to accept the position of President of Ottawa University.

The Company simultaneously announced that the Board of Directors has appointed Peter F. Benoist to replace Mr. Eichner as President and Chief Executive Officer, also effective May 1, 2008. Since 2002, Mr. Benoist has served as the Executive Vice President and Chairman of the Board of Directors of the Company, as well as Chief Executive Officer of Enterprise Bank & Trust (the “Bank”).

Upon assuming the position of President and Chief Executive Officer, Mr. Benoist will relinquish his position as Chairman of the Board. The Board has elected James J. Murphy, Jr. to replace Mr. Benoist and serve as non-executive Chairman of the Board, effective at such time. Mr. Murphy has served as the Lead Director of the Company since 2005 and since 1979 has been the Chairman and Chief Executive Officer of Murphy Company, one of the largest mechanical contracting firms in the United States.

The Company’s related press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by this reference.

The Company has not entered into any material plans, contracts or arrangements or amended any existing plans, contracts or arrangements with Mr. Benoist or Mr. Murphy, however the Company and Mr. Benoist intend to negotiate an amendment to Mr. Benoist’s current Executive Employment Agreement, which would be effective May 1, 2008.

(e) On March 3, 2008, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Eichner, to be effective May 1, 2008. The Consulting Agreement provides that for a period of one year following the effective date of his resignation, subject to earlier termination, Mr. Eichner will (i) provide strategic consulting services to the Company as requested, up to a maximum of twenty four (24) days per year, and (ii) continue to serve as a member of the Board of Directors of the Company and certain subsidiaries of the Company, including serving as Vice Chairman of the Board of Directors of the Company.

In exchange for such services, during the term of the Consulting Agreement, Mr. Eichner will be entitled to a consulting fee of $10,000 per month plus compensation to which Mr. Eichner may be entitled under the Company’s general policies regarding non-employee director compensation. Currently, non-employee directors are entitled to a $6,000 annual retainer plus $750 per board meeting attended. The term of the Consulting Agreement may be terminated at any time by either party on ninety (90) days prior notice.

The Consulting Agreement also specifies Mr. Eichner’s Executive Employment Agreement, which had expired on December 31, 2007, will continue in effect until May 1, 2008 as if not expired and that Mr. Eichner’s resignation will be treated as a “Voluntary Termination,” as defined under the Executive Employment Agreement. As a result of this Voluntary Termination, among other things, Mr. Eichner will forfeit unvested restricted stock units, options and stock settled appreciation rights. The Consulting Agreement further specifies that the one year non-competition period under Mr. Eichner’s Executive Employment Agreement will commence on the termination of the consulting term.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Consulting Agreement between the Company and Kevin C. Eichner.

99.1 Text of Press Release, dated March 3, 2008.

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 3, 2008	By:	/s/ Frank H. Sanfilippo
			Frank H. Sanfilippo
			Executive Vice President and Chief
			Financial Officer

EX-10.1

Exhibit 10.1

CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT (“Agreement”) is made by and between KEVIN C. EICHNER (“Consultant”) and ENTERPRISE FINANCIAL SERVICES CORP (“EFSC”) on this ___ day of February, 2008, to be effective as of May 1, 2008.

RECITALS

A. Consultant has determined to voluntarily resign his position as the President and CEO of EFSC effective as of May 1, 2008 (“Effective Date”).

B. EFSC desires to retain the expertise and services of the Consultant following the Effective Date, and Consultant is willing to provide consulting services as provided herein.

NOW, THEREFORE, it is agreed by and between EFSC and Consultant as follows:

1. Consulting Services. During the Term of this Agreement, Consultant (either directly or through an entity formed by Consultant as provided in Paragraph 7 below) will provide consulting services to EFSC and its subsidiaries. Specific matters upon which Consultant may provide such services shall be determined by the President and Chief Executive Officer of EFSC.

2. Term. The provisions of this Agreement shall become effective beginning on the Effective date of May 1, 2008 and will terminate upon the earlier of (a) May 1, 2009 or (b) ninety days following written notice of termination of this Agreement which may be given by either party.

3. Compensation. Compensation for consulting services provided pursuant to this Agreement shall be at the rate of $10,000 per month ("Retainer") , payable monthly. It is understood that such Retainer is for services exclusive of services provided as a member of the Board of Directors of EFSC or any of its subsidiaries as provided in Paragraph 4 below per year during the Term of this Agreement. In addition to such Retainer, Consultant shall be paid normal reimbursable expenses, such as travel, transportation, lodging and out-of-pocket expenses in accordance with EFSC’s normal expense reimbursement policies.

4. Service on Boards of Directors. In addition to the consulting services provided herein, if elected, Eichner shall serve as the Vice Chairman and as a member of the Board of Directors of EFSC, on the Board of Enterprise Trust Company as its Chairman of the Board, as a member of the Board of Directors of Enterprise Bank & Trust Company of Arizona ("EBTA") the contemplated subsidiary Bank doing business in the State of Arizona and as a member of the Board of Directors of those other subsidiaries to which Consultant is elected. In addition to the Retainer set forth above, Consultant shall be entitled to receive Board of Directors fees in the same amount as other non-employee members of those respective Boards.

5. Coordination with Employment Agreement. Reference is made to that certain Executive Employment Agreement by and between EFSC and Consultant effective as of July 1, 2005 (“Employment Agreement”). It is agreed by and between the Consultant and EFSC that the Term of such Employment Agreement is extended and continues until the Effective Date of this Agreement, and that Consultant’s resignation as the President and CEO of EFSC shall be deemed to be a Voluntary Termination as provided in Paragraph 5.5 of the Employment Agreement. Paragraphs 7, 8 and 9 of the Employment Agreement shall survive such Voluntary Termination of Consultant’s employment with EFSC. Consultant further agrees that the non-competition provisions provided for in Paragraph 9.1 of the Employment Agreement and the non-solicitation provisions contained in Paragraph 9.2 of the Employment Agreement shall be in force and be binding upon Consultant during the term of this Agreement and for a one year period following the termination of the Term of this Agreement.

6. Indemnification. EFSC agrees to indemnify, defend and hold harmless Consultant with respect to his prior services as an employee, director and officer of EFSC as provided for in Paragraph 11 of his Employment Agreement, and agrees to similarly indemnify, defend and hold harmless Consultant with respect to the consulting services provided for herein to the same extent that Consultant would be indemnified had such services been provided in his capacity as an Officer and/or Director of EFSC. If available at no additional cost to EFSC, Consultant's services pursuant to this agreement shall be included within EFSC's directors and officers insurance coverage.

7. Assignment. This Agreement and the rights and benefits hereunder may not be assigned by EFSC or Consultant; provided, however, that Consultant may assign the right to receive the Retainer and the obligation to provide consulting services pursuant to this Agreement to a limited liability company or other entity in which Consultant owns 100% of the equity, and provided that Consultant provides all the consulting services to EFSC and its subsidiaries on behalf of such entity. Notwithstanding such assignment, Consultant shall remain personally obligated pursuant to the non-competition and non-solicitation provisions referred to in Paragraph 5 above.

8. Miscellaneous. This Agreement contains the complete understanding and agreement of the parties with respect to the matters contained herein, and shall be construed pursuant to the laws of the State of Missouri. All notices given pursuant to this Agreement shall be in writing, and shall be deemed delivered if personally delivered, or delivered by courier to the last known respective residential address or business address of the party receiving such notice.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first stated above.

ENTERPRISE FINANCIAL SERVICES CORP

By:	/s/ Peter F. Benoist	/s/ Kevin C. Eichner
	Peter F. Benoist, Chairman of the Board	Kevin C. Eichner

2

EX-99.1

Exhibit 99.1

     For more information contact:
Kevin Eichner or Peter Benoist (314) 725-5500
Melissa Sturges (816) 221-7500 or Ann Marie Mayuga (314) 469-4798

EICHNER RESIGNING AS CEO TO BECOME UNIVERSITY PRESIDENT

BENOIST NAMED AS SUCCESSOR EFFECTIVE MAY 1, 2008

St. Louis, March 3, 2008. Enterprise Financial Services Corp (NASDAQ: EFSC) announced today that Kevin C. Eichner is resigning his position as President and CEO of EFSC effective May 1, 2008 in order to accept a position as the twenty-first president of Ottawa University, headquartered in Ottawa, Kansas. Simultaneously, Enterprise announced that Peter F. Benoist, currently Chairman of the Board, Executive Vice President of the holding company and Chairman and CEO of Enterprise Bank & Trust, has been named to succeed Eichner as EFSC’s President and CEO effective May 1, 2008. Also on that date, James J. Murphy, Jr., currently the lead director for EFSC, will assume the role of non-executive Chairman of the Board of EFSC. Murphy is Chairman and CEO of Murphy Companies, one of the largest mechanical contracting firms in the United States.

Benoist joined Enterprise in October of 2002 in his current capacity. Formerly, he had been a Director and Executive Vice President of Mark Twain Bancshares and Chairman and CEO of Mark Twain’s $3 billion banking operations in Missouri, Illinois and Kansas, where his responsibilities included all commercial and retail banking activities, as well as Mark Twain’s $1 billion Trust Division. Following Mark Twain’s acquisition by Mercantile Bancorp., Benoist served as Senior Executive Vice President and Chief Operating Officer of Mercantile’s St. Louis Bank, a $12 billion banking operation and the largest banking subsidiary in the Mercantile bank system. Following the acquisition of Mercantile by Firstar Bank, now US Bancorp, Benoist served as Regional Chairman and Market President for the St. Louis market. Benoist holds a BA degree and a MBA in finance from St. Louis University. He currently serves on several Boards, including Maryville University and Cardinal Glennon Hospital Foundation.

Eichner will continue to serve Enterprise as Vice Chairman of the Board of Directors of EFSC, Chairman of the Board of Enterprise Trust, and as a member of the Board of Enterprise Bank & Trust of Arizona (in formation). He will also continue to provide consulting services to EFSC and its subsidiaries after his tenure as President and CEO of EFSC in an arrangement permitted under the terms of his agreement with Ottawa University.

“As a co-founder of Enterprise in 1988, it has been a tremendous privilege to have served EFSC as its CEO these past six years. Our people have delivered outstanding results and have succeeded in establishing Enterprise as a high growth, high performing winner in the marketplace and as a NASDAQ stock. My decision to shift careers is purely personal and is related to a long-held, faith-based belief that if one is called to dedicate himself ultimately to a life of service, he should heed that call.”

Benoist commented, “I look forward to continuing to position Enterprise as the premier provider of financial services to privately held businesses in our markets. We are fortunate to have had the benefit of Kevin’s leadership over the past six years and we wish him all the best in his role as President of Ottawa University.”

Mr. Murphy, Chairman-elect of the EFSC Board, added, “Kevin has served the Company very well as CEO, leading it through a period of record growth and success. At the same time we are thrilled to have a ready and able successor in Peter Benoist. I’ve known Peter for over 30 years, and they just don’t come any better. We expect a very smooth management transition given Peter’s close working relationship with both Kevin and the board.”

Enterprise Financial operates commercial banking and wealth management businesses in metropolitan St. Louis and Kansas City and a loan production office in Phoenix, Arizona with the intent to establish a de novo Arizona state bank charter in 2008. The Company is primarily focused on serving the needs of privately held businesses, their owner families, executives and professionals.

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Readers should note that in addition to the historical information contained herein, this press release contains forward-looking statements, which are inherently subject to risks and uncertainties that could cause actual results to differ materially from those contemplated from such statements. We use the words “expect” and “intend” and variations of such words and similar expressions in this communication to identify such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, burdens imposed by federal and state regulations of banks, credit risk, exposure to local and national economic conditions, risks associated with rapid increase or decrease in prevailing interest rates, effects of mergers and acquisitions, effects of critical accounting policies and judgments, legal and regulatory developments and competition from banks and other financial institutions, as well as other risk factors described in Enterprise Financial’s 2006 Annual Report on Form 10-K. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events.