- Current report filing (8-K)
17 October 2008 - 7:57AM
Edgar (US Regulatory)
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 10, 2008
SECURITY BANK CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Georgia
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000-23261
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58-2107916
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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4219 Forsyth Road
Macon, Georgia 31210
(Address of Principal Executive Offices, including Zip
Code)
(478) 722-6200
(Registrants telephone number, including area code)
Not applicable
(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:
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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))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Separation Agreement with Mr. Walker
On October 10, 2008, Security Bank Corporation (SBKC) entered into a separation agreement with H. Averett Rett Walker (the Separation Agreement) in connection with Mr. Walkers termination
as President and Chief Executive Officer of SBKC on September 16, 2008 (which termination was previously disclosed on SBKCs Current Report on Form 8-K filed on September 22, 2008). The Separation Agreement provides for a general
release of all claims Mr. Walker may have against SBKC.
Pursuant to the Separation Agreement, SBKC has agreed to pay Mr. Walker
the same severance benefits he would have received if his employment had been terminated by SBKC without cause under his employment agreement with SBKC, dated December 18, 2007 (the Employment Agreement). Accordingly,
Mr. Walker will receive a cash payment equal to $845,932, less withholdings for taxes and other required items, payable in a lump sum on the earlier of April 1, 2009, or Mr. Walkers death. In addition, Mr. Walker is
entitled to his vested benefits under SBKCs Savings Incentive plan and the Supplemental Executive Retirement Agreement between Mr. Walker, SBKC and Security Bank of Bibb County, a wholly-owned subsidiary of SBKC.
As noted in the Separation Agreement, the employment provisions under the Employment Agreement terminated upon Mr. Walkers resignation, but
Mr. Walker will continue to be bound by the covenants contained in the Employment Agreement relating to confidential information, trade secrets, non-competition, non-solicitation of employees and customers and other post-employment obligations.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Separation
Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The Employment Agreement, which was filed as Exhibit 10.1 to SBKCs Current Report on Form 8-K on December 21, 2007, also is
incorporated herein by reference.
Following his resignation, Mr. Walker established a line of credit with SBKC on substantially the
same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to SBKC.
Base
Salary Increase for Mr. Collins
As previously disclosed on SBKCs Current Report on Form 8-K filed on September 22,
2008, SBKCs Board of Directors appointed Tony E. Collins, Executive Vice President and Regional Executive-Atlanta, as interim President and Chief Executive Officer of SBKC, effective September 16, 2008. In connection with this promotion,
on October 9, 2008, the Compensation Committee of the Board of Directors approved an increase in Mr. Collins base salary from $200,000 to $285,000. This salary increase is effective retroactive to October 1, 2008.
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Item 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
Number
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Description
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10.1
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Separation Agreement, dated October 10, 2008, by and between Security Bank Corporation and H. Averett Walker.
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SIGNATURE
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.
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SECURITY BANK CORPORATION
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Date: October 16, 2008
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By:
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/s/ James R. McLemore, Jr.
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James R. McLemore, Jr.
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Executive Vice President and Chief Financial Officer
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