8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: July 25, 2017

COMMERCE UNION BANCSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

Tennessee	001-37391		37-1641316
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
1736 Carothers Parkway, Suite 100 Brentwood, Tennessee 37027		37027
(Address of Principal Executive Offices)		(Zip Code)

(615) 221-2020

(Registrant’s telephone number, including area code)

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 (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                           

☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Commerce Union Bancshares, Inc. (the “Company”) is a party to those certain Incentive Stock Option Agreements, dated July 23, 2015 and July 26, 2016, by and between the Company and William Ronald DeBerry (together, the “Agreements”), pursuant to the terms of the Commerce Union 2015 Equity Incentive Plan. Effective July 25, 2017, the compensation committee of the board of directors authorized and approved amendments to the Agreements with Mr. DeBerry (the “Amendments”).

The Amendments extend the exercise period for the options through the expiration date of the Agreements, which, in each case, is ten years from the original grant. Each Amendment also changes the type of stock option to a Non-qualified Stock Option from an Incentive Stock Option within the meaning of the Internal Revenue Code Section 422. The foregoing description of Mr. DeBerry’s Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and are incorporated herein by reference.

Mr. DeBerry recently retired as Chief Executive Officer effective July 1, 2017. As previously announced, DeVan D. Ard, Jr. was appointed to fill the position of Chief Executive Officer. Mr. DeBerry will remain on the boards of directors of the Company and Reliant Bank.

Item 9.01 – Financial Statements and Exhibits.

Exhibit Number  Description

10.1	First Amendment to (2015) Incentive Stock Option Agreement, dated July 25, 2017, by and between Commerce Union Bancshares, Inc. and William Ronald DeBerry.
10.2	First Amendment to (2016) Incentive Stock Option Agreement, dated July 25, 2017, by and between Commerce Union Bancshares, Inc. and William Ronald DeBerry.

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.

	COMMERCE UNION BANCSHARES, INC.
Date: July 26, 2017
	/s/ DeVan D. Ard, Jr.
	DeVan D. Ard, Jr.
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number Description of Exhibit

10.1	First Amendment to (2015) Incentive Stock Option Agreement, dated July 25, 2017, by and between Commerce Union Bancshares, Inc. and William Ronald DeBerry.
10.2	First Amendment to (2016) Incentive Stock Option Agreement, dated July 25, 2017, by and between Commerce Union Bancshares, Inc. and William Ronald DeBerry.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT

TO

COMMERCE UNION BANCSHARES, INC.

INCENTIVE STOCK OPTION AGREEMENT

THIS FIRST AMENDMENT TO COMMERCE UNION BANCSHARES, INC. INCENTIVE STOCK OPTION AGREEMENT (this “Amendment”) is dated as of the 25th day of July, 2017, by and between Commerce Union Bancshares, Inc., a Tennessee corporation (the “Company”), and Ron DeBerry (the “Optionee”).

WHEREAS, the Company and the Optionee entered into that certain Commerce Union Bancshares, Inc. Incentive Stock Option Agreement dated July 23, 2015 (the “Agreement”);

WHEREAS, the parties hereto desire to amend the Agreement to provide that the Optionee shall be allowed to exercise his Option (as defined below) any time prior to the close of business on the Expiration Date;

WHEREAS, the parties hereto acknowledge that such amendment will cause the Option not to qualify as an Incentive Stock Option within the meaning of Code Section 422; and

WHEREAS, the parties hereto desire that the provisions of the Agreement remain otherwise unaltered, excepting those specific changes noted below.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Company and the Optionee, intending to be legally bound hereby, agree as follows:

1.     Capitalized Terms. All capitalized terms used herein but not defined herein shall have the meaning given to such terms in the Agreement.

2.     Type of Option. As a result of the amendment below of Section 6(c) of the Agreement, the Option will no longer qualify as an Incentive Stock Option as defined in Code Section 422. Accordingly, Paragraphs 2, 9, and 10 of the Agreement are hereby deleted in their entirety and Paragraph 2 is replaced with the following:

2. Type and Grant of Option. Subject to the terms and conditions of this Agreement and the Plan, the Optionee shall have the right and option to purchase 5,000 shares of Company common stock, par value of $1.00 per share (the “Company Stock”), at the Option Price specified in Paragraph 3 below (the “Option”). The Option is intended to be a Non-qualified Stock Option and not an Incentive Stock Option within the meaning of Code Section 422. Except as otherwise indicated by the context, the term “Optionee,” as used in this Agreement, shall be deemed to include any person who acquires the right to exercise this Option validly under the terms of this Agreement and the Plan.

9.      [Intentionally omitted].

10.     [Intentionally omitted].

3.     Option Price. The Option no longer qualifies as an Incentive Stock Option and therefore the Option Price adjustment included in Paragraph 3 of the Agreement is not applicable. Accordingly, the third and final sentence of Paragraph 3 is hereby deleted.

4.     Option Term. The Option no longer qualifies as an Incentive Stock Option and therefore the modification of the Expiration Date if the Optionee was “ten percent shareholder of the Company is not applicable. Consequently, the clause (“; provided, however, if Optionee is a “ten percent shareholder” of the Company, the Expiration Date shall occur on the 5^th anniversary of the Grant Date.”) in Paragraph 5 is hereby deleted.

5.     Exercise of Option. Subparagraph 6(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

                       (b)     [Intentionally omitted].

6.     Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of Company, Optionee and their respective heirs, executors, administrators, successors, and assigns.

6.     Governing Law. This Amendment is to be construed and enforced in accordance with and governed by the procedural provisions and substantive law of the State of Tennessee, including, without limitation, that state’s law of privilege, without giving effect to its conflicts of law principles.

7.     Effect on Agreement.      Except as amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect.

8.     Entire Agreement. The Agreement, as amended hereby, sets forth the entire understanding among the parties relating to the subject matter hereof, any and all prior correspondence, conversations, and memoranda or other writings being merged herein and replaced and being without effect hereon.

(Signature Page Follows)

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IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as of the date first written above.

COMMERCE UNION BANCSHARES, INC.	OPTIONEE
/s/ DeVan D. Ard, Jr.	/s/ William DeBerry
DeVan D. Ard, Jr.	William DeBerry
President and CEO

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EX-10.2

Exhibit 10.2

FIRST AMENDMENT

TO

COMMERCE UNION BANCSHARES, INC.

INCENTIVE STOCK OPTION AGREEMENT

THIS FIRST AMENDMENT TO COMMERCE UNION BANCSHARES, INC. INCENTIVE STOCK OPTION AGREEMENT (this “Amendment”) is dated as of the 25th day of July, 2017, by and between Commerce Union Bancshares, Inc., a Tennessee corporation (the “Company”), and William R. DeBerry (the “Optionee”).

WHEREAS, the Company and the Optionee entered into that certain Commerce Union Bancshares, Inc. Incentive Stock Option Agreement dated July 26, 2016 (the “Agreement”);

WHEREAS, a committee of the Board of Directors directed to administer the Commerce Union 2015 Equity Incentive Plan (the “Plan”) has full authority to determine the terms and conditions of the grants and the terms of the Agreement entered into with the Optionee in connection with the Plan;

WHEREAS, the parties hereto desire to amend the Agreement to provide that if the Optionee’s employment with the Company terminates as a result of the Optionee’s Retirement, the Optionee shall be allowed to exercise his Option (as defined below) any time prior to the close of business on the Expiration Date;

WHEREAS, the parties hereto acknowledge that such amendment will cause the Option not to qualify as an Incentive Stock Option within the meaning of Code Section 422; and

WHEREAS, the parties hereto desire that the provisions of the Agreement remain otherwise unaltered, excepting those specific changes noted below.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Company and the Optionee, intending to be legally bound hereby, agree as follows:

1.     Capitalized Terms. All capitalized terms used herein but not defined herein shall have the meaning given to such terms in the Agreement.

2.     Type of Option. As a result of the amendment below of Section 6(c) of the Agreement, the Option will no longer qualify as an Incentive Stock Option as defined in Code Section 422. Accordingly, Paragraphs 2, 8, and 9 of the Agreement are hereby deleted in their entirety and Paragraph 2 is replaced with the following:

2. Type and Grant of Option. Subject to the terms and conditions of this Agreement and the Plan, the Optionee shall have the right and option to purchase 2,500 shares of Company common stock, par value of $1.00 per share (the “Company Stock”), at the Option Price specified in Paragraph 3 below (the “Option”). The Option is intended to be a Non-qualified Stock Option and not an Incentive Stock Option within the meaning of Code Section 422. Except as otherwise indicated by the context, the term “Optionee,” as used in this Agreement, shall be deemed to include any person who acquires the right to exercise this Option validly under the terms of this Agreement and the Plan.

8.     [Intentionally omitted].

9.     [Intentionally omitted].

3.     Exercise of Option. Subparagraph 6(c) of the Agreement is hereby deleted in its entirety and amended as follows:

(c)     Except as provided in subparagraphs 6(c) and 6(d) below, in the event the Optionee is no longer employed by either the Company, or any Affiliate thereof, via voluntarily or involuntarily termination, including without limitation in the event of the Retirement (as defined in the Plan) of the Optionee, the Optionee may exercise any vested portion of the Option, but such exercise shall not occur later than the Expiration Date

(d)     Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of Company, Optionee and their respective heirs, executors, administrators, successors, and assigns.

6.     Governing Law. This Amendment is to be construed and enforced in accordance with and governed by the procedural provisions and substantive law of the State of Tennessee, including, without limitation, that state’s law of privilege, without giving effect to its conflicts of law principles.

7.     Effect on Agreement.      Except as amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect.

8.     Entire Agreement. The Agreement, as amended hereby, sets forth the entire understanding among the parties relating to the subject matter hereof, any and all prior correspondence, conversations, and memoranda or other writings being merged herein and replaced and being without effect hereon.

[signature page follows]

IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as of the date first written above.

COMMERCE UNION BANCSHARES, INC.	OPTIONEE
/s/ DeVan D. Ard, Jr.	/s/ William DeBerry
DeVan D. Ard, Jr.	William DeBerry
President and CEO

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