Colony Bankcorp Inc.
09/13/2024 | Press release | Distributed by Public on 09/13/2024 14:30
Management Change/Compensation Form 8 K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2024, Colony Bank ("Bank"), a Georgia Bank and wholly-owned subsidiary of Colony Bankcorp, Inc. (the "Holding Company" and, together with the Bank, the "Company"), entered into an employment agreement with R. Dallis Copeland, Jr. ("Employee"), to continue as the President of the Holding Company and the Bank (the "Employment Agreement"). Below is a summary of the material terms of the Employment Agreement.
The Employment Agreement is effective as of September 13, 2024, at which time Mr. Copeland's prior employment agreement dated September 13, 2022, will expire. The Employment Agreement has a two-year term and provides for an annual base salary of $365,000 per year. Mr. Copeland will have an opportunity to receive an annual bonus based upon the achievement of performance goals established from year to year by the Compensation Committee. Mr. Copeland will also have an opportunity to participate in the Bank's benefits plans available to other similarly-situated Company employees, subject to the terms and conditions of such plans, and he will be eligible for PTO and holidays consistent with the Bank's policies.
Pursuant to the Employment Agreement, if a change in control of the Company occurs during the term of the Employment Agreement and, within twelve months following such change in control, the Company terminates Mr. Copeland's employment other than for "cause" or "disability" or Mr. Copeland resigns for "good reason" (as such terms are defined in the Employment Agreement), then the Bank will pay to Mr. Copeland an amount equal to one and one-half (1.5) times the sum of Mr. Copeland's then-current base salary plus an amount equal to the annual bonus paid in the prior calendar year, payable in a single lump sum within 30 days following his termination, subject to Mr. Copeland's compliance with certain restrictive covenants and execution and non-revocation of a general release of claims against the Company.
Pursuant to the Employment Agreement, if the Company terminates Mr. Copeland's employment other than for "cause" or "disability" or Mr. Copeland resigns for "good reason" prior to a change in control or more than twelve (12) months following a change in control, then the Bank will pay to Mr. Copeland an amount equal to one times Mr. Copeland's then-current base salary, payable in equal installments over twelve months in accordance with current payroll policies following his termination, subject to Mr. Copeland's compliance with certain restrictive covenants and execution and non-revocation of a general release of claims against the Company.
The Employment Agreement contains certain non-competition and employee and customer non-solicitation covenants that apply during his employment with the Bank and for a minimum of 12 months following his termination of employment.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.