form8k_amend-dec08.htm

0001129920-08-000013.txt : 20081231 0001129920-08-000013.hdr.sgml : 20081231 20081230183807 ACCESSION NUMBER: 0001129920-08-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081223 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20081231 DATE AS OF CHANGE: 20081230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION COMMUNITY BANCORP CENTRAL INDEX KEY: 0001129920 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 770559736 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-12892 FILM NUMBER: 081276679 BUSINESS ADDRESS: STREET 1: 581 HIGUERA STREET CITY: SAN LUIS OBISPO STATE: CA ZIP: 93401 BUSINESS PHONE: 8057825000 MAIL ADDRESS: STREET 1: 581 HIGUERA STREET CITY: SAN LUIS OBISPO STATE: CA ZIP: 93401 8-K 1 form8k_amend-dec08.htm FORM 8K AMENDMENT TO EMPLOYEE AGREEMENTS form8k_amend-dec08.htm

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) December 29, 2008

MISSION COMMUNITY BANCORP

(Exact name of registrant as specified in its charter)

California	__333-12892____	77-0559736
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employee Identification No.)

581 Higuera Street, San Luis Obispo, CA 93401

(Address of principal executive offices)

(Zip code)

(805) 782-5000

(Registrant’s telephone number including area code)

(Former name or former address, if changed since last report) Not applicable

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)

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))

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Item 5.02(e)

Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 29, 2008, Mission Community Bancorp (“Company”), Mission Community Bank (the “Bank”) and Anita M. Robinson, the Company’s President and Chief Executive Officer and the Bank’s Chief Executive Officer, entered into Amendment No. 1 to Second Amended and Restated Employment Agreement.

On December 29, 2008, the Company, the Bank and Brooks W. Wise, the Bank’s President, entered into Amendment No. 1 to Employment Agreement.

On December 29, 2008, Ronald B. Pigeon, the Company and the Bank’s Executive Vice President and Chief Executive Officer entered into Amended and Restated Salary Protection Agreement.

Each of the foregoing agreements was entered into in order to comply with Internal Revenue Code Section 490A requirements, and also, to ensure that the Bank’s benefit plans with respect to its senior executive officers comply with Section 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”).

Item 9.01. Financial Statement and Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to Second Amended and Restated Employment Agreement dated December 29, 2008 by and among Mission Community Bancorp, Mission Community Bank, and Anita M. Robinson
10.2		Amendment No. 1 to Employment Agreement dated December 29, 2008 by and among Mission Community Bancorp, Mission Community Bank, and Brooks W. Wise
10.3		Amended and Restated Salary Protection Agreement dated December 29, 2008 by and between Mission Community Bank and Ronald B. Pigeon

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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.

Dated: December 29, 2008	MISSION COMMUNITY BANCORP
	By: /s/ Anita M. Robinson
	Anita M. Robinson President and Chief Executive Officer

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EX-10.1 2 form8k_amend-dec08exar.htm FORM 8K AMENDMENT EXHIBIT AR 10.1 form8k_amend-dec08exar.htm

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amendment No. 1 to Second Amended and Restated Employment Agreement (the "Amendment") is made as of December 29, 2008, between Mission Community Bank ("Employer") and Mission Community Bancorp, a California corporation ("MCB") and

Anita M. Robinson ("Executive"), with reference to the following:

W I T N E S S E T H

A. Employer and Executive are currently parties to that certain Second Amended and Restated Employment Agreement ("Agreement") effective as of June 12, 2007 specifying the terms of Executive's employment by Employer as Chief Executive Officer of Employer. Executive also serves as President and Chief Executive Officer of Employer's holding company, MCB.

B. The parties hereto now desire to amend the Agreement as provided herein.

NOW, THEREFORE, the parties hereto agree that the following shall take effect as of the date hereof:

1. EESA Provisions.

(a) Employer's parent company, MCB, has entered or intends to enter into agreements with the U.S. Treasury Department ("UST") under which MCB will issue preferred shares and other securities to the UST as part of the Troubled Assets Relief Program Capital Purchase Program ("CPP") established under the Emergency Economic Stabilization Act of 2008 ("EESA"). Executive is a Senior Executive Officer (as such term is defined under EESA), has determined that MCB's participation in the CPP will be of material benefit to Executive, approved MCB's participation in the CPP, requested that MCB participate in the CPP and agrees to abide by all terms of EESA restricting payment of compensation to Executive.

(b) EESA imposes certain restrictions on employment agreements, severance, bonus and incentive compensation, stock options and awards, and other compensation and benefit plans and arrangements ("Plans") maintained by Employer, MCB and their affiliates and requires that such restrictions remain in place for so long as the UST holds any debt or equity securities issued by MCB. The parties hereby agree that all Plans providing benefits to Executive shall be construed and interpreted at all times that the UST maintains any debt or equity investment in MCB in a manner consistent with EESA, and all such Plans shall be deemed to have been amended as determined by Employer and MCB so as to comply with the restrictions imposed by EESA. Executive recognizes that such changes may result in the reduction or elimination of benefits otherwise provided to Executive under this Agreement or any other Plan. Notwithstanding any other terms of this Agreement or any other Plan providing benefits to Executive, to the extent that any provision of this Agreement or any other Plan is determined by Employer or MCB, to be subject to and not in compliance with EESA, including the timing, amount or entitlement of Executive to any payment of severance, bonus or any other amounts, such provisions shall be interpreted and deemed to have been amended to comply with

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the terms of EESA. Without limiting the foregoing, any "golden parachute payment" provided under this Agreement or any other Plan, as defined for purposes of EESA and Section 280(G)(e) of the Internal Revenue Code of 1986, as amended ("Code"), shall be prohibited and aggregate severance payments and benefits due as a result of Executive's "involuntary termination" of employment as defined for purposes of EESA and the Code or in connection with any bankruptcy filing, insolvency or receivership of MCB, Employer or certain other entities shall be limited to an amount not exceeding three times Executive's "base amount" as defined in Section 280G(b)(3) of the Code. The parties hereto further agree that (i) Executive shall at no time be entitled to receive any compensation based upon incentives that encourage Executive to take unnecessary and excessive risks on behalf of Employer or MCB; (ii) Executive shall promptly repay Employer, MCB or any other affiliated entity compensating Executive, within thirty (30) days of demand, the amount of any bonus or incentive compensation paid to Executive based upon statements of earnings, gains or other criteria that are later determined to be materially inaccurate; and (iii) all golden parachute payments to Executive are prohibited.

(i) If the present value of all Executive's severance compensation provided by Employer or MCB under Paragraph F and outside this Agreement is high enough to cause any such payment to be a “golden parachute payment” (as defined in Section 280G(b)(2) of the Code or EESA), then one or more of such payments will be reduced by the minimum amount required to prevent the severance compensation under this Agreement from being a “golden parachute payment.”

(ii) Executive may direct Employer and MCB regarding the order of reducing severance compensation and other payments from Employer and MCB to comply with this paragraph.

2. Section 409A Limitation. It is the intention of Employer and Executive that the severance and other benefits payable to the Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by Employer, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “change in control” or the timing of commencement and completion of severance benefit and/or other benefit payments to the Executive hereunder in connection with a merger, recapitalization, sale of shares or other "change in control", or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Employer and Executive acknowledge and agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Employer and Executive further acknowledge and agree that if, in the judgment of Employer, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Employer and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the

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most limited possible economic effect on Employer and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Employer and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

3. No Further Amendment. Except as set forth herein the terms of the Agreement shall remain in full force and effect without modification or amendment.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

EMPLOYER:	Mission Community Bank By: /s/ William B. Coy Name: William B. Coy Title: Chairman of the Board
MCB:	Mission Community Bancorp By: /s/ William B. Coy Name: William B. Coy Title: Chairman of the Board
EXECUTIVE:	/s/ Anita M. Robinson Name: Anita M. Robinson

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EX-10.2 3 form8k_amend-dec08exbw.htm FORM 8K AMENDMENT EXHIBIT BW 10.2 form8k_amend-dec08exbw.htm

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (the "Amendment") is made as of December 29, 2008, between Mission Community Bank ("Employer") and Mission Community Bancorp, a California corporation ("MCB") and Brooks Wise ("Executive"), with reference to the following:

W I T N E S S E T H

A. Employer and Executive are currently parties to that certain Employment Agreement ("Agreement") effective as of June 18, 2007 specifying the terms of Executive's employment by Employer as President of Employer.

B. The parties hereto now desire to amend the Agreement as provided herein.

NOW, THEREFORE, the parties hereto agree that the following shall take effect as of the date hereof:

1. EESA Provisions.

employment as defined for purposes of EESA and the Code or in connection with any bankruptcy filing, insolvency or receivership of MCB, Employer or certain other entities shall be limited to an amount not exceeding three times Executive's "base amount" as defined in Section 280G(b)(3) of the Code. The parties hereto further agree that (i) Executive shall at no time be entitled to receive any compensation based upon incentives that encourage Executive to take unnecessary and excessive risks on behalf of Employer or MCB; (ii) Executive shall promptly repay Employer, MCB or any other affiliated entity compensating Executive, within thirty (30) days of demand, the amount of any bonus or incentive compensation paid to Executive based upon statements of earnings, gains or other criteria that are later determined to be materially inaccurate; and (iii) all golden parachute payments to Executive are prohibited.

(c) Severance compensation under Paragraph F of the Agreement and any other Plan will be reduced as provided below to avoid the penalties imposed on "golden parachute payments" under the Code and EESA.

(ii) Executive may direct Employer and MCB regarding the order of reducing severance compensation and other payments from Employer and MCB to comply with this paragraph.

benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Employer and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

3. No Further Amendment. Except as set forth herein the terms of the Agreement shall remain in full force and effect without modification or amendment.

3266.003/251405.1

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

EMPLOYER:	Mission Community Bank By: /s/ William B. Coy Name: William B. Coy Title: Chairman of the Board
MCB:	Mission Community Bancorp By: /s/ William B. Coy Name: William B. Coy Title: Chairman of the Board
EXECUTIVE:	/s/ Brooks Wise Name: Brooks Wise

3266.003/251405.1

EX-10.3 4 form8k_amend-dec08exrp.htm FORM 8K AMENDMENT EXHIBIT RP 10.3 form8k_amend-dec08exrp.htm

AMENDED AND RESTATED

SALARY PROTECTION AGREEMENT

This Amended and Restated Salary Protection Agreement (“Agreement”) is made this 29th day of December, 2008, by and between Ronald B. Pigeon (“Employee”) and MISSION COMMUNITY BANK (“Bank”) with regard to the following:

RECITALS

WHEREAS, Employee currently serves as the Bank’s Executive Vice President and Chief Financial officer without benefit of an employment or similar contract;

WHEREAS, Bank and Employee are parties to a Salary Protection Agreement dated January 18, 2005 providing Employee certain benefits in the event of certain events resulting in a change in control of the Bank (the "Salary Protection Agreement"); and

WHEREAS, the Bank and Employee wish to amend the terms of the Salary Protection Agreement.

NOW, THEREFORE, it is agreed as follows:

AGREEMENT

1.	For good and valuable consideration, receipt of which is hereby acknowledged, Bank undertakes to provide Employee with the salary continuation benefits set forth herein upon the terms and conditions stated below.

For the purpose of this Agreement the “salary continuation benefit” to which Employee shall be entitled shall be a lump amount equal to six (6) months’ salary (subject to required tax withholdings) at the rate in effect for Employee immediately prior to the occurrence of the applicable event set forth in Paragraph 3 hereof.

The salary continuation benefit shall become immediately payable if Employee’s employment is terminated, or if Employee’s salary is reduced by more than ten percent (10%), upon the occurrence of, or within twelve (12) months following, (i) a merger or consolidation where Mission Community Bancorp ("Bancorp"), the Bank or a corporation in which the shareholders of the Bank or Bancorp immediately prior to the merger or consolidation hold less than 50% of the voting power of the Bank or Bancorp after the merger occurs is not the surviving corporation (association), or (ii) in the event of a transfer of all, or substantially all, of the assets of the Bank or Bancorp, or (iii) if there occurs a change of control by which one person or entity or more than one person or

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entity acting in concert acquire shares representing more than thirty-five percent (35%) of the outstanding voting power of the Bank or Bancorp without the approval of at least a majority of the Board of Directors.

4.	Should legal action be necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to recover costs and reasonable attorneys’ fees.

5.	This Agreement shall be governed by and construed according to the laws of the State of California and the parties hereto submit to the jurisdiction of the courts of competent jurisdiction of the County of San Luis Obispo, State of California.

It is the intention of Employee and Bank that the severance and other benefits payable to the Employee under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by Bank, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “change in control” or the timing of commencement and completion of severance benefit and/or other benefit payments to the Employee hereunder in connection with a merger, recapitalization, sale of shares or other "change in control", or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Bank and Employee acknowledge and agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Bank and Employee further acknowledge and agree that if, in the judgment of Bank, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Bank and Employee will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Bank and Employee) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Employee terminates employment, then Bank and Employee would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Employee’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Employee’s termination of employment which in the case of an initial installment payment would be equal in the aggregate to the amount of all such payments thus eliminated.

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first hereinabove written.

Mission Community Bank:

By:

/s/ Anita M. Robinson

Anita M. Robinson

Chief Executive Officer

By:

/s/ William B. Coy

William B. Coy

Chairman of the Board

By:

/s/ Ronald B. Pigeon

Ronald B. Pigeon

Employee

3266.003/251419.1