================================================================================
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): July 21, 2006
BNC Bancorp
------------------------------------------------------
(Exact name of registrant as specified in its charter)
North Carolina 000-50128 47-0898685
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
831 Julian Avenue
Thomasville, North Carolina 27361
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (336) 476-9200
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 Instruction 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 21, 2006, in connection with the merger of SterlingSouth Bank &
Trust Company with and into Bank of North Carolina (the "Bank"), the
wholly-owned subsidiary of BNC Bancorp, the Bank and BNC Bancorp entered into an
employment agreement with Ralph N. Strayhorn III, the former president and chief
executive officer of SterlingSouth. Mr. Strayhorn is employed as Executive Vice
President and Chief Administrative Officer of the Bank and BNC Bancorp. The
employment agreement for Mr. Strayhorn provides for a term of three years,
beginning July 21, 2006, with an automatic one-year renewal on each anniversary
date. Mr. Strayhorn's salary may be increased but in no case can be less than
$195,000. The employment agreement provides for a lump sum payment to Mr.
Strayhorn upon a change in control resulting in his voluntary or involuntary
termination in an amount equal to 2.99 times his then-current salary plus any
bonuses or incentive compensation earned for the calendar year ended immediately
before the year in which the change in control occurs. The agreement also
provides for a gross-up for tax liabilities in the event payment under the
change in control payment results in excise tax under Section 280G and 4999 of
the Internal Revenue Code. The employment agreement also provides a $200,000
signing bonus to be paid no later than five days after execution of the
agreement.
The employment agreement contains non-competition provisions.
The Bank also entered into a Salary Continuation Agreement on July 21,
2006, with Mr. Strayhorn. The Salary Continuation Agreement provides for
lifetime benefits to be paid to him with the payment amounts varying upon
difference retirement scenarios, such as normal retirement, early termination,
disability, or change in control.
On July 21, 2006, the Bank entered into an Endorsement Split Dollar
Agreement with Mr. Strayhorn. Under this agreement, he receives (i) the lesser
of 90% of the net death benefit of a life insurance policy on the life insurance
policy on the executive's life or (ii) $2,000,000. The Bank will pay the life
insurance premiums from its general assets and will receive an amount equal to
the cash surrender value accumulated in the policy.
Also in connection with the merger transaction, Mr. Strayhorn entered
into a Restricted Stock Grant Agreement for 5,000 shares of BNC common stock
under the BNC Bancorp Omnibus Stock Ownership and Long Term Incentive Plan. The
restricted shares vested upon execution of the Restricted Stock Grant.
Copies of all the agreements referenced in Item 1.01 are included in
this Form 8-K in Item 9.01.
Page 2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
-------------- -----------------------------------------------------
(10)(i)(d) Employment Agreement dated as of July 21, 2006 among
BNC Bancorp, Bank of North Carolina and
Ralph N. Strayhorn III
(10)(ii)(d) Salary Continuation Agreement dated as of
July 21, 2006 between Bank of North Carolina and
Ralph N. Strayhorn III
(10)(vi)(d) Endorsement Split Dollar Agreement dated as of
July 21, 2006 between Bank of North Carolina and
Ralph N. Strayhorn III
10(vii)(d) Restricted Stock Grant Agreement dated
July 21, 2006 among BNC Bancorp, Bank of
North Carolina and Ralph N. Strayhorn III
Page 3
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.
BNC BANCORP
Date: July 21, 2006 By: /s/ David B. Spencer
------------------------------
David B. Spencer,
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
Page 4
EXHIBIT INDEX
(10)(i)(d) Employment Agreement dated as of July 21, 2006 amoun
BNC Bancorp, Bank of North Carolina and
Ralph N. Strayhorn III
(10)(ii)(d) Salary Continuation Agreement dated as of
July 21, 2006 between Bank of North Carolina and
Ralph N. Strayhorn III
(10)(vi)(d) Endorsement Split Dollar Agreement dated as of
July 21, 2006 between Bank of North Carolina and
Ralph N. Strayhorn III
10(vii)(d) Restricted Stock Grant Agreement dated July 21, 2006
among BNC Bancorp, Bank of North Carolina and
Ralph N. Strayhorn III
Page 5