UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 11, 2023, the Compensation Committee of the Board of Directors (the “Committee”) of National Bank Holdings Corporation (the “Company”) approved the adoption of the 2023 Equity Unit Incentive Plan (the “Plan”), an equity incentive plan with respect to the class B units (“Class B Units”) of 2UniFi, LLC (“2UniFi”), a wholly owned subsidiary of the Company. The Plan provides for the grant of up to 200,000 Class B Units (intended to be in the form of profits interests) to the employees and other service providers of 2UniFi and its affiliates, including the named executive officers of the Company. The Plan will be administered by the Managing Member Board (as defined in the Plan) of 2UniFi, although the grant of any Class B Units to an executive officer of the Company will be subject to the approval of the Committee.
On the same date, the Committee approved a form of award agreement (the “Award Agreement”) for the grant of Class B Units under the Plan that provides that awards will vest 50% on the third anniversary of the grant date and 25% on each of the fourth and fifth anniversaries of the grant date, generally subject to the holder’s continued employment or provision of services to 2UniFi or its affiliates, including the Company. The Class B Units are subject to accelerated or continued vesting, in full or in part, upon the occurrence of certain events as set forth in the Award Agreement, including certain terminations of a holder’s employment or service, such as a holder’s death or disability or termination other than for cause, for good reason or due to retirement, which vesting may be contingent upon or vary depending on whether the termination is in connection with a change in control of 2UniFi or the Company. Vesting may also occur upon a change in control of 2UniFi, if the holder is an employee of the Company and will not continue to provide services to 2UniFi after the transaction. The Award Agreement reflects the terms applicable to the Class B Units as of the date hereof, but different terms may apply to awards consistent with the terms of the Plan.
The foregoing descriptions of the Plan and Award Agreement are subject to and qualified in their entirety by reference to the full text of the Plan and the Award Agreement, which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively.
Item 9.01Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit No. | Description of Exhibit |
10.1 | |
10.2 | |
104 | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document. |
SIGNATURE
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.
National Bank Holdings Corporation | |
By: | /s/ Angela Petrucci |
Name: Angela Petrucci | |
Title: Chief Administrative Officer & General Counsel | |
Date: December 12, 2023 |