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0000764811-16-000115.txt : 20161004 0000764811-16-000115.hdr.sgml : 20161004 20161004092224 ACCESSION NUMBER: 0000764811-16-000115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20161003 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161004 DATE AS OF CHANGE: 20161004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CommunityOne Bancorp CENTRAL INDEX KEY: 0000764811 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561456589 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13823 FILM NUMBER: 161917330 BUSINESS ADDRESS: STREET 1: 1017 E. MOREHEAD STREET STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28204 BUSINESS PHONE: 9808196213 MAIL ADDRESS: STREET 1: 1017 E. MOREHEAD STREET STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28204 FORMER COMPANY: FORMER CONFORMED NAME: FNB United Corp. DATE OF NAME CHANGE: 20060428 FORMER COMPANY: FORMER CONFORMED NAME: FNB CORP/NC DATE OF NAME CHANGE: 19920703 8-K 1 a8-kforemployeeagreement10.htm 8-K Document

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): October 3, 2016

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: (980) 819-6213

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.

As previously reported, in connection with the merger, CommunityOne Bancorp (“CommunityOne”) and CommunityOne Bank, N.A. amended the employment agreements of executive officers Robert L. Reid, David L. Nielsen, Beth S. DeSimone, Angus M. McBryde, III, and Gregory P. Murphy. Pursuant to those agreements, CommunityOne could, with the executive’s consent, terminate all or a portion of the stock options held by the executive, and/or reduce the period that a stock option remains outstanding following the effective time of the merger.

On October 3, 2016, CommunityOne amended the option agreements of Mr. Nielsen, Ms. DeSimone, and Mr. McBryde. Under the terms of the amendments, to the extent that the options covered by agreements, dated October 1, 2014 and July 31, 2015 are unvested as of immediately prior to the effective time of the merger, the term of such unvested options shall expire and terminate immediately prior to the effective time. In addition to the foregoing, CommunityOne amended a stock option agreement with Ms. DeSimone dated April 15, 2015 to provide that to the extent that the options are unvested as of immediately prior to the effective time of the merger and vest in connection with the merger, those options will expire and terminate at 11:59 PM on the date that is 30 days after the date on which the effective time occurs.

The above description of the amendments is necessarily limited and qualified in its entirety by reference to the full terms and conditions of the agreements and Exhibit 10.1, 10.2, and 10.3 that are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibits are attached as part of this report:



10.1	Amendment to Stock Option Agreements by and between David L. Nielsen and CommunityOne Bancorp dated October 3, 2016.
10.2	Amendment to Stock Option Agreements by and between Beth S. DeSimone and CommunityOne Bancorp dated October 3, 2016.
10.3	Amendment to Stock Option Agreements by and between Angus M. McBryde, III and CommunityOne Bancorp dated October 3, 2016.

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.



October 4, 2016		COMMUNITYONE BANCORP
(Date)		(Registrant)

		/s/ Robert L. Reid
		Robert L. Reid
		President & Chief Executive Officer

Exhibit Index



Exhibit	Description
10.1	Amendment to Stock Option Agreements by and between David L. Nielsen and CommunityOne Bancorp dated October 3, 2016.
10.2	Amendment to Stock Option Agreements by and between Beth S. DeSimone and CommunityOne Bancorp dated October 3, 2016.
10.3	Amendment to Stock Option Agreements by and between Angus M. McBryde, III and CommunityOne Bancorp dated October 3, 2016.

EX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit

Exhibit 10.1

AMENDMENT TO

STOCK OPTION AGREEMENTS

[D. Nielsen]

This Amendment to Stock Option Agreements (this “Amendment”) is made and entered into as of October 3, 2016, by and between CommunityOne Bancorp, a North Carolina corporation (the “Company) and David L. Nielsen (the “Participant”).

WHEREAS, the Company and the Participant are parties to a Stock Option Agreement dated October 1, 2014 and a Stock Option Agreement dated July 31, 2015 (the “October 11, 2014 Option Agreement” and the “July 31, 2015 Option Agreement”, respectively);

WHEREAS, the Company is party to an Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015 (the “Merger Agreement”);

WHEREAS, the Company and the Participant desire to amend the October 1, 2014 Option Agreement and the July 31, 2015 Option Agreement to provide that to the extent that the Options (as defined under such agreements) covered by such agreements are unvested as of immediately prior to the Effective Time, the term of such unvested Options shall expire and terminate immediately prior to the Effective Time (to the extent not previously forfeited);

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration the receipt of which the parties acknowledge, the Company and the Participant agree as follows:

1. Each of the October 1, 2014 Option Agreement and the July 31, 2015 Option Agreement is hereby amended to add the following at the end of Section 1(d):

Notwithstanding anything to the contrary herein, to the extent that any of the Options are unvested as of immediately prior to the Effective Time (as defined in the Merger Agreement), the term of such Options shall expire and terminate immediately prior to the Effective Time (to the extent such Options are not previously forfeited). “Merger Agreement” means the Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015.

2. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written below.

COMMUNITYONE BANCORP PARTICIPANT:

By: ___/s/ Robert L. Reid _____ ___/s/ David L. Nielsen _____

Title: _President & CEO________ Date: _____10/3/2016______

Date: _10/3/2016______________

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 Exhibit

Exhibit 10.2

AMENDMENT TO

STOCK OPTION AGREEMENTS

[B. DeSimone]

WHEREAS, the Company and the Participant are parties to a Stock Option Agreement dated October 1, 2014, a Stock Option Agreement dated April 15, 2015, and a Stock Option Agreement dated July 31, 2015 (the “October 11, 2014 Option Agreement”, the “April 15, 2015 Option Agreement”, and the “July 31, 2015 Option Agreement”, respectively);

WHEREAS, the Company is party to an Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015 (the “Merger Agreement”);

WHEREAS, the Company and the Participant desire to amend the April 15, 2015 Option Agreement to provide that to the extent that the Options (as defined under the April 15, 2015 Option Agreement) covered by the April 15, 2015 Option Agreement are unvested as of immediately prior to the Effective Time (as defined in the Merger Agreement), the term of such unvested Options shall expire and terminate at 11:59 PM on the date that is 30 days after the date on which the Effective Time occurs (to the extent such Options are not previously forfeited); and

WHEREAS, the Company and the Participant further desire to amend the October 1, 2014 Option Agreement and the July 31, 2015 Option Agreement to provide that to the extent that the Options (as defined under such agreements) covered by such agreements are unvested as of immediately prior to the Effective Time, the term of such unvested Options shall expire and terminate immediately prior to the Effective Time (to the extent not previously forfeited);

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration the receipt of which the parties acknowledge, the Company and the Participant agree as follows:

1. The April 15, 2015 Option Agreement is hereby amended to add the following at the end of Section 1(d):

Notwithstanding anything to the contrary herein, to the extent that the Options are unvested as of immediately prior to the Effective Time (as defined in the Merger Agreement) and become vested pursuant to the terms of this Agreement and the terms of the Merger Agreement (the “Accelerated Options”), the term of such Accelerated Options shall expire and terminate at 11:59 PM on the date that is 30 days after the date on which the Effective Time occurs (to the extent such Options are not previously forfeited). “Merger Agreement” means the Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015.

2. Each of the October 1, 2014 Option Agreement and the July 31, 2015 Option Agreement is hereby amended to add the following at the end of Section 1(d):

Exhibit 10.2

3. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written below.

COMMUNITYONE BANCORP PARTICIPANT:

By: __/s/ Robert L. Reid_______ __/s/ Beth S. DeSimone______

Title: _President and CEO _____ Date: _10/3/2016____________

Date: _10/3/2016_____________

EX-10.3 4 exhibit103.htm EXHIBIT 10.3 Exhibit

Exhibit 10.3

AMENDMENT TO

STOCK OPTION AGREEMENTS

[A. McBryde]

WHEREAS, the Company is party to an Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015 (the “Merger Agreement”);

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration the receipt of which the parties acknowledge, the Company and the Participant agree as follows:

1. Each of the October 1, 2014 Option Agreement and the July 31, 2015 Option Agreement is hereby amended to add the following at the end of Section 1(d):

2. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written below.

COMMUNITYONE BANCORP PARTICIPANT:

By: __/s/ Robert L. Reid______ ___/s/ Angus M. McBryde, III__

Title: _President & CEO______ Date: __10/3/2016___________

Date: _10/3/2016___________