8-KMaterial Agreements

FIRST CITIZENS BANCSHARES INC /DE/ 8-K Report, Material Agreement (Oct 28, 2005)

Filed October 28, 2005For Securities:FCNCAFCNCPFCNCBFCNCOFCNCN

Summary

First Citizens Bancshares Inc./DE/ (FCNCA) filed an 8-K on October 28, 2005, primarily to disclose the entry into material definitive agreements related to new retirement and death benefit agreements for five executive officers. These agreements, entered into by the wholly-owned subsidiaries First-Citizens Bank & Trust Company and IronStone Bank, supersede previous arrangements and provide for enhanced monthly payments to officers or their beneficiaries following retirement or death. The new agreements stipulate monthly payments for a period of ten years, commencing six months and one week after an officer's retirement at age 65 or an agreed-upon age. Notably, Lewis R. Holding and Frank B. Holding have specific retirement provisions allowing for a later date. In exchange for these payments, the officers are obligated to provide limited consulting services and adhere to non-compete clauses during the payment term. The disclosure also details the specific monthly payment amounts for each of the five named executive officers, approved by the Banks' Boards of Directors after review by the Compensation Committee.

Key Highlights

  • 1Entry into new material definitive agreements concerning retirement and death benefits for five executive officers.
  • 2Agreements are with wholly-owned subsidiaries, First-Citizens Bank & Trust Company and IronStone Bank.
  • 3New agreements supersede prior arrangements and include increased payment amounts.
  • 4Monthly payments are to be made for a period of ten years post-retirement or to beneficiaries in case of death.
  • 5Officers are required to provide limited consulting services and adhere to non-compete provisions.
  • 6Specific monthly payment amounts are detailed for Lewis R. Holding, Frank B. Holding, James B. Hyler, Jr., Frank B. Holding, Jr., and James M. Parker.
  • 7Agreements were approved by the Banks' Boards of Directors and recommended by the Compensation Committee.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the execution of new material definitive agreements between First Citizens Bancshares' wholly-owned subsidiaries and five of their executive officers. These agreements concern retirement and death benefit provisions for these executives.

The agreements provide for monthly payments to the officers or their beneficiaries for ten years following retirement or death. In return, the officers agree to provide limited consulting services and abide by non-compete clauses during the payment period. These terms supersede prior agreements and reflect updated payment amounts.

The general retirement age for payments is 65. However, specific provisions are noted for Lewis R. Holding and Frank B. Holding, allowing them to retire on January 1, 2011, or a later date they elect at least 12 months prior to their original retirement date.

If an officer's employment is terminated for any reason other than retirement or death, their agreement will terminate, and no payments will be made. The Banks also retain the right to terminate an officer's agreement without obligation at any time prior to retirement or death.