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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 and Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 6,
2009 (December 31, 2008)
TEXAS CAPITAL BANCSHARES, INC.
(Name of Registrant)
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Delaware
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000-30533
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75-2679109 |
(State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
incorporation or organization)
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File Number)
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Identification Number) |
2100 McKinney Avenue, Suite 900, Dallas, Texas
(Address of principal executive officers)
75201
(Zip Code)
214-932-6600
(Registrants telephone number,
including area code)
N/A
(Former address of principal executive offices)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(c)(5) Employment Agreements with Messrs. Jones, Bartholow and Cargill
On December 31, 2008, we entered into executive employment agreements with the following named
executive officers to replace our existing employment agreements with each of them:
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Name of Officer |
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Title |
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George F. Jones, Jr.
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President and CEO |
Peter B. Bartholow
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Chief Financial Officer |
C. Keith Cargill
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President, Chief Operating Officer and Chief
Lending Officer of our subsidiary, Texas Capital Bank, N.A. (the Bank) |
Mr. Jones and Mr. Bartholow also serve as members of our Board of Directors.
Each of the new employment agreements has a three-year term, subject to renewal, and has a
compensation package that includes a base salary and participation in our discretionary annual
incentive bonus plan for key executives. Each of the executives is also eligible to receive grants
of equity-based incentive compensation under our 2005 Long-Term Incentive Plan (the 2005 Plan).
As soon as reasonably practicable, we will grant equity awards under the 2005 Plan to Messrs.
Jones, Bartholow and Cargill of 73,565 shares, 16,720 shares and 31,344 shares, respectively, of
the Companys common stock. Each of the executives is also entitled to participate in the benefit
programs generally available to our employees as well as those specifically available to our
executive employees.
Under these agreements, the base salary for each of the executives is as follows:
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Name of Officer |
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Base Salary |
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George F. Jones, Jr.
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$405,000 (increasing to $500,000 on March 1, 2009 and
$600,000 on March 1, 2010) |
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Peter B. Bartholow
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$325,000 |
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C. Keith Cargill
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$300,000 |
Upon termination for any reason, including death or permanent disability, the executive or his
estate is entitled to the base salary earned and unpaid before the effective date of termination as
well as payment of any accrued and unpaid vacation benefits and any previously authorized
unreimbursed business expenses.
The employment agreements also provide for severance payments to the executive upon
termination of his employment by us on 30 days notice without cause or termination by the executive
for good reason. Upon termination without cause or upon resignation for good reason, the executive
is entitled to receive the following severance payments and benefits:
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a cash payment equal to the greater of the executives base salary remaining in the
executives employment term or 12 months base salary, reduced to 6 months base
salary in the event of a dissolution, bankruptcy proceeding or any distressed sale
of the Companys assets or stock (as defined in the employment agreement), paid in
12 equal monthly installments; |
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an amount equal to the average annual cash bonus paid to the executive for the two
years preceding his termination, paid in 12 equal monthly installments, unless a
dissolution, bankruptcy proceeding or any distressed sale of the Companys assets or
stock (as defined in the employment agreement) has occurred; and |
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continued medical insurance benefits, at our cost, for a period of 12 months
following the date of termination, unless a dissolution, bankruptcy proceeding or any
distressed sale of the Companys assets or stock (as defined in the employment
agreement) has occurred. |
If any amounts received by the executive described above upon termination of his employment
are calculated on the basis of the Companys statement of earnings or gains, and if the Company is
later required to prepare a restatement of its earnings or gains (other than a restatement caused
by the retroactive application of accounting rules or other regulatory requirements) which the
Board in good faith determines was due to the intentional misconduct of the executive or as to
which the Board determines that the executive had actual knowledge of material inaccuracies in, the
executive will be required to reimburse the Company, net of taxes, for all severance payments made
to the executive that were calculated based on such statement of earnings or gains and the
executive will not be entitled to any additional payments that would be calculated on the basis of
a statement of earnings or gains. However, if the Board in good faith determines that such
restatement of the Companys earnings or gains was not due to the intentional misconduct of the
executive and that the executive had no actual knowledge of any material inaccuracies in such
statement of earnings or gains, the executive only shall be required to reimburse the Company, net
of taxes, for the excess severance remuneration (as defined in the employment agreement).
If a change of control, as defined in the employment agreements, and an executive subsequently
is terminated either (1) by the Company or the successor entity without cause or (2) by the executive for
good reason, during the period beginning 90 days before and ending 18 months after, the change of
control event, (i) Mr. Jones is entitled to receive a lump sum payment equal to 2.99% of his base
salary and any bonuses paid to Mr. Jones during the two years preceding the change of control, and
(ii) each other executive is entitled to receive a lump sum payment equal to 2.50% of the
executives base salary and any bonuses paid to such executive during the two years preceding the
change of control. This change of control payment is in lieu of any other amounts to which the
executive would be entitled under his employment agreement. In addition, the executive will
receive, for 24 months following his termination, continued health and welfare benefits no less
favorable than the benefits to which he was entitled prior the change of control, as well as
payment of accrued vacation, sick leave, unreimbursed expenses and any amounts due the executive
under any Company benefit plan. A change of control payment will not be required to be made to the
executive in connection with a complete dissolution or liquidation of the Company, a Chapter 11
bankruptcy proceeding or a distress sale of the Companys assets or stock (as defined in the
employment agreement).
If any amount paid or distributed to the executive in connection with the change of control is
subject to excise tax, the executive shall be entitled to receive an additional gross-up payment
in an amount equal to 50% of the amount equal to the excise tax after payment of all taxes.
However, if the consideration received by stockholders of the Company in connection with the change
in control is greater than $22.50 per share, the applicable percentage will be increased
incrementally on a linear basis for each increase between $22.50 up to $25.00, such that if the
price per share is $25.00 or greater, the applicable percentage will be 100%.
If the U.S. Department of Treasury owns any securities of the Company during the executives
employment period in connection with its TARP Capital Purchase Program, the Company may modify the
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executives compensation or benefits to comply with regulations issued by the US Department of
Treasury as published in the Federal Register on October 20, 2008.
The employment agreements contain other terms and conditions, including a 12-month
non-solicitation provision, confidentiality obligations and restrictions on each executives
ability to be engaged or involved in a competing state or national bank with a principal place of
business in Texas, New Mexico, Oklahoma or Louisiana during his employment and for the 12 month
period following his termination or resignation.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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99.1
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Executive Employment Agreement between George F. Jones, Jr. and Texas
Capital Bancshares, Inc. dated December 31, 2008. |
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99.2
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Executive Employment Agreement between Peter B. Bartholow and Texas
Capital Bancshares, Inc. dated December 31, 2008. |
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99.3
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Executive Employment Agreement between C. Keith Cargill and Texas
Capital Bancshares, Inc. dated December 31, 2008. |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: January 6, 2009 |
TEXAS CAPITAL BANCSHARES, INC.
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By: |
/s/ Peter B. Bartholow
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Peter B. Bartholow |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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Description |
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99.1
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Executive Employment Agreement between George F. Jones, Jr. and
Texas Capital Bancshares, Inc. dated December 31, 2008. |
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99.2
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Executive Employment Agreement between Peter B. Bartholow and
Texas Capital Bancshares, Inc. dated December 31, 2008. |
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99.3
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Executive Employment Agreement between C. Keith Cargill and Texas
Capital Bancshares, Inc. dated December 31, 2008. |