8-K 1 form8k.txt FNB UNITED CORP-8-K 12-22-06 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) December 28, 2006 -------------- FNB United Corp. ----------------------- (Exact Name of Registrant as Specified in its Charter) North Carolina 0-13823 56-1456589 ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 150 South Fayetteville Street, Asheboro, North Carolina 27203 ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) 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 (see General Instructions 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)) Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 28, 2006, FNB United Corp. and its bank subsidiary, First National Bank and Trust Company, entered into a change of control agreement with Robert O. Bratton, executive vice president and chief administrative officer of each of FNB United and First National Bank. The purpose of the agreement, which is substantially similar in form to the change of control agreements between First National Bank and other of its senior officers, is to secure the continued service of Mr. Bratton in the event of a change of control and to provide him with security in such event so as to ensure his continued loyalty to maximize shareholder value as well as the continued safe and sound operation of FNB United and First National Bank. The agreement provides that in the event of a termination of Mr. Bratton's employment in connection with, or within 24 months after, a change of control of FNB United or First National Bank, for reasons other than cause, Mr. Bratton will receive a lump sum payment in an amount equal to one times his annual base salary if he shall have been employed with FNB United and First National Bank for five or fewer years at the time of termination or two times his annual base salary if, at the time of termination, he shall have been employed with FNB United and First National Bank for more than five years. In addition, Mr. Bratton may terminate his employment upon a change of control of FNB United or First National Bank and receive the payment described above if, within 24 months following a change of control, he is assigned duties inconsistent with his duties at the time of the change of control, his annual base salary is reduced below the amount in effect prior to the change of control, his benefits are reduced below their level prior to the change of control (unless benefits are reduced for all employees), or he is transferred to a location more than 50 miles from his current principal work location. The agreement has an initial term of three years, which will be automatically extended for an additional one-year period on each anniversary date of the agreement so that the term will again be three years unless either FNB United, including First National Bank, or Mr. Bratton elects by written notice to the other not to continue the annual renewal. The change of control agreement described above is attached as Exhibit 10 to this report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. Exhibits: 10 Change of Control Agreement, dated as of December 28, 2006, by and among FNB United Corp., First National Bank and Trust Company, and Robert O. Bratton. This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of FNB United's goals and expectations regarding earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, and (ii) statements preceded by, followed by or including the words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "projects," "outlook" or similar expressions. These statements are based upon the current belief and expectations of FNB United's management and are subject to significant risks and uncertainties that are subject to change based on various factors, many of which are beyond FNB United's control. 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. FNB UNITED CORP. Date: December 29, 2006 By /s/Michael C. Miller ------------------------- Michael C. Miller Chairman and President