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): September 12, 2014

COMMUNITYONE BANCORP

(Exact name of registrant as specified in its charter)

                    North Carolina                 000-13823                    56-1456589

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

1017 East Morehead Street, Charlotte North Carolina 28204

(Address of principal executive offices)

Registrant's telephone number, including area code: (336) 626-8300

N/A

(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:

[	]	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))

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

On September 12, 2014, CommunityOne Bancorp (the “Company”), the holding company of CommunityOne Bank, N.A. (the “Bank”), announced that Brian E. Simpson will step down as Chief Executive Officer of both the Company and the Bank, effective September 30, 2014. Mr. Simpson is also stepping down from the Board of Directors of both the Company and the Bank effective the same date. The Boards of Directors of the Company and the Bank are reducing the size of the boards from 9 to 8 members as a result of Mr. Simpson’s resignation.

In connection with Mr. Simpson’s departure, the Company, the Bank and Mr. Simpson entered into a Separation Agreement, dated as of September 11, 2014 (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Simpson will receive a severance payment of $2 million. In addition, the Separation Agreement provides for Mr. Simpson to be subject to various restrictive covenants, including a two-year covenant relating to non-solicitation and non-competition, as well as maintaining confidentiality. In addition, Mr. Simpson, the Company and the Bank have entered into a Consulting Agreement, dated as of September 11, 2014 (the “Consulting Agreement”), pursuant to which Mr. Simpson has agreed to assist in matters as may be requested by the President and Chief Executive Officer of the Company for a period of two years. Under the Consulting Agreement, Mr. Simpson will receive an annual consulting fee of $125,000. The Separation Agreement provides that the $2 million severance payment and the Consulting Agreement are both conditioned upon Mr. Simpson executing a release agreement in the form attached to the Separation Agreement.

The foregoing summary of the Separation Agreement and the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement and the Consulting Agreement, which are filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Mr. Robert L. Reid, 58, the current President of the Company and the Bank and a director on the Boards of Directors of the Company and the Bank, will continue to serve as the President of the Company and the Bank and as a member of the Board of Directors and has also been approved by the Board of Directors of both the Company and the Bank to succeed Mr. Simpson as Chief Executive Officer of the Company and the Bank, effective September 30, 2014 upon receipt of supervisory nonobjection. Prior to Mr. Reid’s appointment as President and Chief Executive Officer, Mr. Reid served as President of the Company and the Bank since October 21, 2011. Mr. Reid has also served as a director on the Board of Directors of the Company and the Bank since October 21, 2011. Prior to assuming the role of President, Mr. Reid was an independent consultant to the Company and the Bank from October 2010 to October 21, 2011 and prior to that, was an Executive Vice President/Managing director, Real Estate Division of Wachovia Corp. As President of the Company and the Bank, Mr. Reid has had primary responsibility for its lines of business, operations and technology, marketing, internal and external communications, community development and corporate real estate areas and thus is well suited to continue to lead the Company. Mr. Reid’s annual base salary remains the same pursuant to his Employment Agreement with the Company and the Bank, dated October 21, 2011, a copy of which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed October 24, 2011 and which is incorporated herein by reference.

There are no family relationships between Mr. Reid and any of the Company’s directors or executive officers, and the Company has not entered into any transactions with Mr. Reid that are reportable under Item 404(a) of Regulation S-K.

A press release, dated September 12, 2014, announcing these changes is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

10.1	Separation Agreement and Release, dated September 11, 2014, by and among Brian E. Simpson, the Company and the Bank.
10.2	Consulting Agreement, dated September 11, 2014, by and among Brian E. Simpson, the Company and the Bank.
99.1	Press release, dated September 12, 2014, announcing Brian E. Simpson will be leaving as Chief Executive Officer of CommunityOne Bancorp and CommunityOne Bank, N.A., and Bob Reid, President, will be assuming the role of President and Chief Executive Officer.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

September 12, 2014	COMMUNITYONE BANCORP
(Date)	(Registrant)
	/s/ David L. Nielsen
	David L. Nielsen
	Chief Financial Officer

EX-10.1

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2014 by and among Brian E. Simpson (“Executive”), CommunityOne Bank, N.A. (the “Bank”) and CommunityOne Bancorp (“Parent”; and together with the Bank, the “Company”). The Bank, Parent and Executive are sometimes referred to collectively herein as the “Parties.” Capitalized terms used in this Agreement shall have the meaning set forth in Employment Agreement.

WHEREAS, Executive has been employed by the Company pursuant to an Employment Agreement dated as of October 21, 2011 (the “Employment Agreement”); and

WHEREAS, the Parties desire to enter into this Agreement providing for Executive’s resignation from employment by the Company effective on September 30, 2014 (“Resignation Date”);

NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged by the Parties, it is agreed as follows:

1.Executive hereby resigns from employment by the Company and as a director of the Parent and the Bank as of the Resignation Date, and from and after the Resignation Date, Executive will not hold himself out to any person or entity as being an employee, officer, director, representative, or agent of the Company.

2.Simultaneous with the execution of this Agreement, the Parties have entered in to the Consulting Agreement attached hereto as Attachment A. The Consulting Agreement shall become null and void unless (a) Executive executes and delivers a copy of the Release Agreement attached hereto as Attachment B (“Release Agreement”) on or after September 11, 2014 and (b) the Effective Date (as defined in the Release Agreement) of such Release occurs on or before October 11, 2014.

3.Subject to paragraph 4 of this Agreement and the terms of the Employment Agreement, Executive shall, upon and after the Resignation Date (but, for sake of clarity, subject to Section 6(a) of the Employment Agreement), be entitled to receive the Accrued Obligations provided for under Section 6(a) of the Employment Agreement. Executive also shall be entitled to retain the 2012 Cadillac CTS-V VIN No. 1G6DV5EP0C0112584. In addition, Executive shall be entitled to receive the Severance Payment set forth in Section 6(a) of the Employment Agreement within the time period set forth in such Section 6(a). Except as provided for in this paragraph 3 or in the Consulting Agreement, Executive shall have no right to receive any other compensation, benefits, or other consideration under this Agreement, the Employment Agreement, or otherwise, including any equity-based compensation. 

4.Notwithstanding anything to the contrary herein or in the Employment Agreement, Executive’s entitlement to the Severance Payment shall be subject to and contingent upon (a) Executive executing and delivering to the Company on or after September 11, 2014, a copy of the Release Agreement, and (b) the Effective Date for such Release Agreement occurring on or before October 11, 2014. Executive acknowledges and agrees that Parent’s and the Bank’s willingness to enter into this Agreement is contingent upon inclusion of this paragraph 4 and that Executive has and will receive adequate and ample consideration for the execution and delivery of the Release Agreement.

5.Executive acknowledges and agrees that Section 8 (Non-Solicitation and Non-Competition), Section 9 (Confidentiality; Non-Disclosure), and Section 10 (Injunctive Relief) of the Employment Agreement shall remain in full force and effect and shall continue to apply for the 24-month period (subject to extension pursuant to Section 8(c) in the event of noncompliance) following the Resignation Date (and for sake of clarity, Executive acknowledges and agrees that, upon payment of the Severance Payment, all conditions relating to such continuing effect and applicability of such Sections 8, 9, and 10 after the Resignation Date have been satisfied). Executive further acknowledges and agrees that Sections 13(b) (relating to Section 409A), Section 13(g) (relating to successors and assignment), and Section 13(i) (relating to, among other things, enforceability) shall remain in full force and effect and shall continue to apply.

6.Executive agrees that he will not publicly make or publish any adverse, disparaging, untrue, or misleading statement or comment about the Company or any of its officers, directors, employees, or agents. The Company agrees to instruct its directors, officers, and senior management not to publicly make or publish any adverse, disparaging, untrue, or misleading statement or comment about Executive.

7.The Company may withhold from any amounts payable to Executive hereunder all federal, state, city or other taxes that the Company may reasonably determine are required to be withheld pursuant to any applicable law or regulation (it being understood, that Executive shall be responsible for payment of all taxes in respect of the payments and the automobile provided for herein).

8.This Agreement sets forth the entire agreement between the Company and Executive and, except as expressly provided in this Agreement, supersedes any and all prior agreements or understandings between the Company and Executive pertaining to the subject matter hereof. In reaching this Agreement, neither the Company nor Executive has relied upon any representation or promise except those set forth herein. If any provision, or portion of a provision, of this Agreement is held to be invalid or unenforceable for any reason, the remainder of the Agreement shall remain in full force and effect, as if such provision, or portion of such provision, had never been contained herein. The unenforceability or invalidity of a provision of the Agreement in one jurisdiction shall not invalidate or render that provision unenforceable in any other jurisdiction.

9.This Agreement cannot be amended, modified, or supplemented in any respect except by written agreement entered into and signed by the Parties.

10.This Agreement shall be governed by the laws of the State of North Carolina without giving effect to conflict of laws principles, and Executive consents to venue and exclusive personal jurisdiction in the state and federal courts of the State of North Carolina for any proceeding arising out of or relating to this Agreement.

11.Executive acknowledges that he has read each and every section of this Agreement and that he understands his rights and obligations under this Agreement. Executive acknowledges that the Company has advised him in writing to consult with an attorney of his choice before signing this Agreement, and that Executive has been given the opportunity to consult with an attorney of his choice before signing this Agreement.

12.This Agreement may be signed in counterparts, each of which shall be considered an original for all purposes, and all of which taken together shall constitute one and the same written agreement.

13.This Agreement shall be binding upon Executive and upon Executive’s heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of the Company, and its representatives, executors, successors, and assigns. This Agreement shall be binding upon the Company and upon the Company’s assigns and shall inure to the benefit of Executive and his heirs, administrators, representatives, executors, successors, and assigns.

(The remainder of this page is intentionally left blank)

IN WITNESS WHEREOF, the Company, has caused this Agreement to be executed by its duly authorized officer, and Executive has executed this Agreement, on the date(s) set forth below.

/s/ Brian E. Simpson	September 11, 2014
Brian E. Simpson	Date

/s/ Robert L. Reid	September 11, 2014
CommunityOne Bancorp	Date

/s/ David L. Nielsen	September 11, 2014
CommunityOne Bank, N.A.	Date

Attachment B

RELEASE AGREEMENT

THIS RELEASE AGREEMENT (hereinafter “Agreement”) is made and entered into on the 11th day of September, 2014 among CommunityOne Bank, N.A., CommunityOne Bancorp (together, the “Company”) and Brian E. Simpson (“Executive”).

WHEREAS, the Company and Executive are parties to a Separation Agreement, dated as of September 11, 2014 (the “Separation Agreement”), pursuant to which Executive is eligible, subject to the terms and conditions set forth in the Separation Agreement, to receive, among other things, the Severance Payment (as defined in the Separation Agreement) in connection with Executive’s termination of employment;

NOW, THEREFORE, in consideration of the Bank agreeing to enter into the Separation Agreement (and provide the consideration provided for thereunder) and the Consulting Agreement as of the same date as the Separation Agreement and of other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged by the parties, it is agreed as follows:

1.In exchange for the consideration referenced above, Executive hereby completely, irrevocably, and unconditionally releases and forever discharges the Company, and any of its affiliated companies, and each and all of their officers, agents, directors, supervisors, employees, representatives, and their successors and assigns, and all persons acting by, through, under, for, or in concert with them, or any of them, in any and all of their capacities (hereinafter individually or collectively, the “Released Parties”), from any and all charges, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”) which Executive at any time heretofore had or claimed to have or which Executive may have or claim to have regarding events that have occurred as of the Effective Date of this Agreement, including, without limitation, those based on: any employee welfare benefit or pension plan governed by the Employee Retirement Income Security Act as amended (hereinafter “ERISA”) (provided that this release does not extend to any vested benefits of Executive under Company’s pension and welfare benefit plans); the Civil Rights Act of 1964, as amended (race, color, religion, sex and national origin discrimination and harassment); the Civil Rights Act of 1966 (42 U.S.C. § 1981) (discrimination); the Age Discrimination in Employment Act of 1967 (hereinafter “ADEA”), as amended; the Older Workers Benefit Protection Act, as amended; the Americans With Disabilities Act (hereinafter “ADA”), as amended; § 503 of the Rehabilitation Act of 1973; the Fair Labor Standards Act, as amended (wage and hour matters); the Family and Medical Leave Act, as amended, (family leave matters), any other federal, state, or local laws or regulations regarding employment discrimination or harassment, wages, insurance, leave, privacy or any other matter; any negligent or intentional tort; any contract, policy or practice (implied, oral, or written); or any other theory of recovery under federal, state, or local law, and whether for compensatory or punitive damages, or other equitable relief, including, but not limited to, any and all claims which Executive may now have or may have had, arising from or in any way whatsoever connected with Executive’s employment, service, or contacts, with Company or any other of the Released Parties.

2.To the extent permitted by law, Executive agrees that he will not cause or encourage any future legal proceedings to be maintained or instituted against any of the Released Parties. To the extent permitted by law, Executive agrees that he will not accept any remedy or recovery arising from any charge filed or proceedings or investigation conducted by the EEOC or by any state or local human rights or employment rights enforcement agency relating to any of the matters released in this Agreement.

3.Older Workers Benefit Protection Act /ADEA Waiver:

(a)Executive acknowledges that the Company has advised him in writing to consult with an attorney of his choice before signing this Agreement, and Executive has been given the opportunity to consult with an attorney of his choice before signing this Agreement.

(b)Executive acknowledges that he has been given the opportunity to review and consider this Agreement for a full twenty-one days before signing it, and that, if he has signed this Agreement in less than that time, he has done so voluntarily in order to obtain sooner the benefits of this Agreement.

(c)Executive further acknowledges that he may revoke this Agreement within seven (7) days after signing it, provided that this Agreement will not become effective until such seven (7) day period has expired. To be effective, any such revocation must be in writing and delivered to Company’s principal place of business by the close of business on the seventh (7th) day after signing the Agreement and must expressly state Executive’s intention to revoke this Agreement. Provided that Executive does not timely revoke this Agreement, the eighth (8th) day following Executive’s execution hereof shall be deemed the “Effective Date” of this Agreement.

(d)The Parties also agree that the release provided by Executive in this Agreement does not include a release for claims under the ADEA arising after the date Executive signs this Agreement.

4.Executive shall promptly turn over to the Company any and all documents, files, computer records, or other materials belonging to, or containing confidential or proprietary information obtained from, the Company that are in Executive’s possession, custody, or control, including any such materials that may be at Executive’s home.

5.This Agreement shall not in any way be construed as an admission by the Company of any acts of unlawful conduct, wrongdoing or discrimination against Executive, and the Company specifically disclaims any liability to Executive on the part of itself, its employees, or its agents.

6.This Agreement sets forth the entire agreement between the Company and Executive pertaining to the subject matter hereof (except as otherwise set forth herein) and fully supersedes any and all prior agreements or understandings among the Company and Executive pertaining to the subject matter hereof (except as otherwise set forth herein). This Agreement cannot be amended, modified, or supplemented in any respect except by written agreement entered into and signed by the parties hereto.

7.The Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the principles of conflict of laws.

8.Executive hereby acknowledges that Executive has read and understands the terms of this Agreement and that Executive signs it voluntarily and without coercion. Executive further acknowledges that Executive was given an opportunity to consider and review this Agreement and the waivers contained in this Agreement, that Executive has done so and that the waivers made herein are knowing, conscious and with full appreciation that Executive is forever foreclosed from pursing any of the rights so waived.

9.The Agreement may be signed in counterparts, and each counterpart shall be considered an original for all purposes.

PLEASE READ THIS AGREEMENT CAREFULLY; IT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, the Company, has caused this Agreement to be executed by its duly authorized officer, and Executive has executed this Agreement, on the date(s) set forth below.

/s/ Brian E. Simpson	September 11, 2014
Brian E. Simpson	Date

By: /s/ Robert L. Reid	September 11, 2014
CommunityOne Bancorp	Date

By: /s/ David L. Nielsen	September 11, 2014
CommunityOne Bank, N.A.	Date

EX-10.2

CONSULTING AGREEMENT

This Consulting Agreement, dated as of September 11, 2014 (the “Agreement”) is made and entered into by and between CommunityOne Bank, N.A. (the “Bank”) and CommunityOne Bancorp (“Parent”; and together with the Bank, the “Company”), and Brian E. Simpson, an individual (the “Consultant”).

INTRODUCTORY STATEMENT

WHEREAS, the Consultant has served as an executive officer of the Company pursuant to the terms of an Employment Agreement between the Company and the Consultant made and entered into as of October 21, 2011 (the “Employment Agreement”);

WHEREAS, the Company and the Consultant have entered into a Separation Agreement, pursuant to which the Consultant’s services as an executive officer and employee of the Company will end as of September 30, 2014, and a related Release Agreement.

WHEREAS, upon termination of Consultant’s employment, the Company wishes to hire the Consultant as a consultant for a period of time, and the Consultant has agreed to act as a consultant for the Company;

NOW THEREFORE, in consideration of the foregoing, the mutual promises herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged by the Parties, it is agreed as follows:

1. Consulting Period; Extent of Services.

(a) For a period beginning on October 1, 2014 and ending on September 30, 2016 (the “Consulting Period”), the Consultant shall make himself available to advise the Company on such matters as the President and Chief Executive Officer of the Company or his designees may request, including, but not be limited to, asset/liability management, financial modeling, regulatory consulting, expansion strategies, customer relationships, risk management, and such other services or advice as the President and Chief Executive Officer may reasonably request at such time and locations as the Company may reasonably require. During the Consulting Period, the Consultant shall be available to provide these services during normal business hours upon the Company’s request for up to 25 hours per month. Consultant agrees to use his best efforts to perform the Consulting Services in a professional and competent manner. Consultant is not hereby being granted nor will he have any authority, apparent or otherwise, to bind or commit Company, Bank or any subsidiary or affiliate of Company or Bank in any manner after the Separation Date.

(b) Nothing in this Agreement shall prohibit the Consultant from providing services to others during the Consultation Period to the extent that such services (i) are not in violation of Sections 8 and 9 of the Employment Agreement, and (ii) do not involve a conflict of interest or a corporate opportunity otherwise available to the Company.

(c) Bank and Consultant acknowledge and agree that because the Consulting Services required hereunder shall be no more than 20 percent of the average level of bona fide services performed by Consultant as Chief Executive Officer of Parent and Bank and their affiliates, in the aggregate, over the immediately preceding 36-month period during which Consultant was an employee of Parent and Bank, Consultant has had a “separation from service” from Company and Bank for purposes of Section 409A of the Internal Revenue Code (“Code”) and Treasury Regulation section 1.409A-1(h)(ii).

(d) The Consulting Period may end before September 30, 2016 to the extent provided in section 4 of this Agreement.

2. Location of Services; Facilities; Expenses.

(a) The Company shall provide the Consultant with such administrative support appropriate to the services requested of him at an office location which the Company shall determine in its discretion. To the extent required for the delivery of the services required of him, the Consultant will travel to other offices of the Company, and to other requested locations. Subject to the reasonable requirements of the Company, the Consultant shall control the time and manner and (except as provided in section 2(b) of this Agreement) absorb the expenses incurred for delivery of the services required of him under this Agreement.

(b) The Company will reimburse the Consultant for his travel and other out-of-pocket expenses incurred in the delivery of services under this Agreement consistent with its policies for the payment of expenses of other independent contractors.

3. Consulting Compensation.

(a)For all his services under this Agreement, the Company will compensate the Consultant a consulting fee at the annual rate of One Hundred and Twenty Five Thousand Dollars ($125,000) payable in arrears in approximately equal monthly installments, the first such installment to be paid on or about October 31, 2014.

(b) Consultant is an independent contractor and is not an employee, partner or co-venturer of or with the Company. No provision of this Agreement shall be deemed to create an employment relationship between the Consultant and the Company. The Company shall not assume, and specifically disclaim, any obligations of an employer to an employee which may exist under applicable law and the Consultant shall not have any of the rights of an employee with respect to the Company (including, but not limited to, the right to participate in employee benefit plans), and specifically waives any and all such rights.

(c) The Consultant shall be responsible for and pay all taxes arising from compensation and other amounts paid under this Agreement. No federal, state or local income tax, social security tax, unemployment tax or payroll tax of any kind shall be withheld or paid by the Company on behalf of Consultant. Consultant agrees to indemnify, defend and reimburse and hold harmless the Company from and against any obligations imposed on the Company for any tax liability the Company may incur by virtue of any payments made by the Company to the Consultant should the Consultant fail to file and pay all appropriate taxes as a self-employed person. For sake of clarity, Consultant shall not be eligible for, and shall not participate in, any employee pension, 401(k), health, welfare or other fringe benefit plan of the Company.

4. Termination.

(a) The Consultant may discontinue the performance of services under this Agreement by written notice to the Company, which notice shall specify the date, no earlier than ten days following the date of the notice, as of which services shall be discontinued. In such event, the Consulting Period will end on the date specified in the notice (except for the restriction set forth in Section 1(b)(i) of this Agreement, which shall continue to apply until September 30, 2016), and the sole obligation of the Company shall be the payment of any unpaid compensation (pro-rated, if applicable, for any period of less than one month) due for services actually rendered and unreimbursed expenses.

(b) The Consulting Period will end on the date of the Consultant’s death, and the sole obligation of the Company shall be the payment of any unpaid compensation (pro-rated, if applicable, for any period of less than one month) due for services actually rendered and unreimbursed expenses.

(c) The Consulting Period will end on the date of the Consultant’s “Disability” (as hereinafter defined), and the sole obligation of the Company shall be the payment of any unpaid compensation (pro-rated, if applicable, for any period of less than one month) due for services actually rendered and unreimbursed expenses. For this purpose, “Disability” means any medical condition, mental or physical, which, when determined by an independent medical

examiner with whom Consultant shall provide his cooperation, renders the Consultant unable to substantially perform the services required of him under this Agreement for a period in excess of ninety (90) days.

(d) The Company may terminate the Consultant’s services under this Agreement by written notice to the Consultant, which notice shall specify the date, no earlier than the date of the notice, as of which services shall be terminated and whether such termination is with or without “Cause” (as hereinafter defined). If such termination is without “Cause”, the Company shall continue to pay to the Consultant the compensation due under section 3 of this Agreement for the remainder of the Consulting Period. If such termination is with “Cause”, the Consulting Period will end on the date specified in the notice and the sole obligation of the Company shall be the payment of any unpaid compensation (pro-rated, if applicable, for any period of less than one month) due for services actually rendered and unreimbursed expenses. For this purpose, “Cause” shall mean (i) failure or inability for any reason other than Disability to satisfactorily perform the services required under this Agreement, (ii) material violation by the Consultant of any of the terms of this Agreement; (iii) violation by the Consultant of any of the surviving terms of the Employment Agreement; (iv) any act or omission by the Consultant that has, or may reasonably be expected to have, a material adverse effect on the Company or its business, operations, properties, assets or reputations; (v) the Consultant’s conviction of, or entry of a plea of guilty or no contest to, a felony or any violation of any material federal, state or local law, rule or regulation or administrative order applicable to financial institutions, in each case as determined by the Company in good faith.

(e) Section 13(b) of the Employment Agreement (relating to Section 409A) is hereby incorporated by reference and shall apply with respect to payments under this Agreement.

5. Confidential Information.

Consultant recognizes and acknowledges that the knowledge of the business activities, plans for business activities, and all other proprietary information of Company and Bank, as it may exist from time to time, are valuable, special and unique assets of the business of Company and Bank. Consultant will not, during or after his Separation Date or his Consulting Termination Date, whichever is later, disclose any knowledge of the past, present, planned or considered business activities or any other similar proprietary information of Company and Bank, to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized, in writing, by the Board or required by law. Notwithstanding the foregoing, Consultant may disclose any general knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of Company and Bank. Further, Consultant may disclose information regarding the business activities of Company and Bank, to any bank regulator having regulatory jurisdiction over the activities of Company and Bank pursuant to a formal regulatory request, provided, Consultant gives written notice to Company and Bank no later than five (5) business days prior to doing so. In the event of a breach or threatened breach by Consultant of the provisions of this Section, Company and Bank, after written notice to Consultant of its or their intention to pursue such action given at least five (5) business days prior to doing so, will be entitled to seek injunctive relief restraining Consultant from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of Company and Bank, or any other similar proprietary information, or from rendering any services to any person, firm, corporation, or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting Company and Bank, from pursuing any other remedies available to Company and Bank for such breach or threatened breach, including the recovery of damages from Consultant, provided that Company and/or Bank give written notice to Consultant of its or their intention to pursue any such action at least five business days before doing so.

6. Successors and Assigns.

This Agreement will inure to the benefit of and be binding upon the Consultant, his legal representatives and testate or intestate distributees, and the Company and its successors and assigns, including any successor by merger or consolidation or a statutory receiver or any other person or firm or corporation to which all or substantially all of the assets and business of the Company may be sold or otherwise transferred.

7. Notices.

Any communication required or permitted to be given under this Agreement, including any notice, direction, designation, consent, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally, or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below or at such other address as one such party may by written notice specify to the other party:

If to the Consultant:

Brian E. Simpson

4432 Fox Brook Lane

Charlotte, North Carolina 28211

Or the most recent address on the Company’s records for the Consultant

If to the Company:

CommunityOne Bancorp

1017 East Morehead Street, Suite 200

Charlotte, NC 28204

Attn: Chief Human Resource Offices

Cc:General Counsel

If to the Bank:

CommunityOne Bank, N.A.

101 Sunset Ave

Asheboro, NC 27203

Attn: Chief Human Resource Offices

Cc:General Counsel

8. Waiver.

Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant, or condition. A waiver of any provision of this Agreement must be made in writing, designated as a waiver, and signed by the party against whom its enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of such right or power at any other time or times.

9. Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement. This Agreement, to the extent delivered by means of pdf or other electronic means, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

10. Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the federal laws of the United States and, to the extent that federal law is inapplicable, in accordance with the laws of the State of North Carolina applicable to contracts entered into and to be performed entirely within that State.

11. Entire Agreement: Modifications.

This instrument contains the entire agreement of the parties relating to the subject matter hereof, and supersedes in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof. A determination that any provision of this Agreement is invalid or unenforceable shall not affect the validity or enforceability of any other provision hereof. No modifications of this Agreement shall be valid unless made in writing and signed by the parties hereto.

12. Survival.

The provisions of any section of this Agreement which by its terms contemplates performance after the expiration or termination of this Agreement shall survive the expiration of the Employment Period or termination of this Agreement.

IN WITNESS WHEREOF, this Agreement is executed as of the date set forth above.

COMMUNITYONE BANCORP	COMMUNITYONE BANK, N.A.
By: /s/ Robert L. Reid	By: /s/ David L. Nielsen
Name: Robert L. Reid	Name: David L. Nielsen
Title: President	Title: EVP CFO
CONSULTANT
/s/ Brian E. Simpson

EX-99.1

		For immediate release
		September 12, 2014
		For more information:
	Pam Cranford, 336-626-8300
	investorrelations@community1.com
	For press inquiries:
	Krisie Bassinger, 980-819-6268

CommunityOne Bancorp Announces Departure of CEO after Returning

the Company to Profitability

Charlotte, NC - CommunityOne Bancorp (the “Company”or “CommunityOne”) (NASDAQ: COB), announced today that Brian Simpson, 51, its Chief Executive Officer, as well as the CEO of CommunityOne Bank, N.A. (the “Bank”), who led the Bank and the Bank of Granite formerly based in Hickory, NC, back to profitability, is leaving the Company effective September 30, 2014. He also is stepping down from the boards of directors of the Company and the Bank. He will be consulting with the Company for a period of up to two years. CommunityOne’s current President, Bob Reid, 58, will assume the duties of CEO going forward upon receipt of supervisory nonobjection.

During his three year tenure, Simpson, and the veteran management team that he recruited, recapitalized the two historically important North Carolina banks, dramatically reduced their levels of problem assets, returned them to profitability and merged them into CommunityOne Bank to create one of the largest community banks in the Piedmont and Western regions of North Carolina.

“With the financial institution’s core business strengthened, CommunityOne is increasingly focused on managing costs and growing its business lines in the competitive North Carolina community banking market,” said CommunityOne Chairman Chan Martin.

“As the Board began its 2015 strategic planning process, the need to reduce operating expenses to levels consistent with the company's peers was an obvious focus,” Martin said.  “Management presented various alternatives including consolidation at the executive management level.  The Board supported the recommendation and it asked Bob to lead the consolidation. Brian has provided leadership and vision to the company, and his service is greatly appreciated by the Board.”

Reid has been President of CommunityOne for the past three years with responsibility for its lines of business, operations and technology, marketing, internal and external communications, community development and corporate real estate. Most recently he led CommunityOne’s expansion of commercial lending activities in Greensboro, and into Winston-Salem and Raleigh.

"I am pleased to follow in Brian’s footsteps and lead CommunityOne as it increasingly shifts focus to the organic growth of its business,” Reid said. “Brian has done a very nice job leading the company over the past three years. We certainly wish him well and thank him for the significant contributions he has made to the company.”

About CommunityOne Bancorp

CommunityOne Bancorp is the North Carolina-based bank holding company for CommunityOne Bank, N.A., a $2 billion community bank, operating 50 branches throughout North Carolina, offering a wide variety of consumer, mortgage and commercial banking services to retail and business customers, including loans, deposits, treasury management, wealth and online banking. Investors can obtain additional information about the Company and the Bank through reviewing its website at www.community1.com.

Caution About Forward-looking Statements

Certain statements made in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about events or results or otherwise are not statements of historical facts, such as statements about the Company’s board or its structure. Although the Company believes that its expectations with respect to such forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from those expressed or implied by such forward-looking statements. Factors could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to those described in the cautionary language included under the headings “Risk Factors” and in other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, its quarterly reports on Form 10-Q, and other filings made with the SEC.

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