UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 16, 2008
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ATLANTIC COAST FEDERAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Federal 000-50962 59-3764686
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
505 Haines Avenue, Waycross, Georgia 31501
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(Address of principal executive offices)
(800) 342-2824
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Registrant's telephone number, including area code
Not Applicable
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(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
(e) On May 16, 2008, Atlantic Coast Bank, the wholly owned subsidiary of
Atlantic Coast Federal Corporation entered into a new employment agreement with
its President and Chief Executive Officer, Robert J. Larison, Jr. (the
"Agreement") effective as of July 1, 2008. This Agreement supercedes Mr.
Larison's existing agreement. The Agreement provides for a three-year term with
an initial salary of $250,000. In addition to the base salary, the Agreement
provides for, among other things, participation in bonus programs and other
employee pension benefit and fringe benefit plans applicable to executive
employees. Upon each anniversary date of the Agreement, the term may be extended
for an additional year subject to the board of directors conducting a
performance review of Mr. Larison and approving such renewal. Under the
Agreement, Mr. Larison's employment may be terminated for cause at any time, in
which event he would have no right to receive compensation or other benefits for
any period after termination.
Certain events resulting in Mr. Larison's termination or resignation will
entitle him to payments of severance benefits following termination of
employment. Mr. Larison will be entitled to severance benefits under the
Agreement in the event (A) his employment is involuntarily terminated (for
reasons other than cause, death, disability or retirement) or (B) he resigns
during the term of the agreement within two years after any of the following
events: (i) the failure to elect or reelect or to appoint or reappoint him to
his executive position, (ii) a material change in his functions, duties or
responsibilities, which change would cause his position to become of lesser
responsibility, importance or scope of authority, (iii) a material reduction in
his salary or benefits other than as part of an employee wide reduction, (iv) a
relocation of his principal place of employment by more than 50 miles from
either Waycross, Georgia or Jacksonville, Florida or (v) a material breach of
the Agreement by Atlantic Coast Bank, which would entitle him to a severance
payment equal to three times his highest annual rate of base salary at any time
during the term of the Agreement and three times his highest annual bonus and
non-equity compensation received during the latest three calendar years prior to
the termination. In addition, he would be entitled, at no expense to him, to the
continuation of substantially comparable life, disability and non-taxable
medical and dental insurance coverage for such period. Notwithstanding any
provision to the contrary in the Agreement, payments under the Agreement
following a change in control are limited so that they will not constitute an
excess parachute payment under Section 280G of the Internal Revenue Code.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit 10.1: Employment Agreement between Atlantic Coast Bank and
Robert J. Larison, Jr.
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.
ATLANTIC COAST FEDERAL CORPORATION
Date: May 22, 2008 By: /s/ Robert J. Larison, Jr.
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Robert J. Larison, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)