UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 31, 2007
Community First Bancorporation
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(Exact name of registrant as specified in its charter)
South Carolina 000-29640 58-2322486
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
449 Highway 123 Bypass
Seneca, South Carolina 29678
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(address of principal executive offices) (zip code)
Registrant's telephone number, including area code (864) 886-0206
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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 (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)
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e) Employment Agreement. On July 31, 2007 Community First Bancorporation and
its wholly owned bank subsidiary, Community First Bank, Inc., entered into an
employment agreement with Frederick D. Shepherd, Jr., President, Chief Executive
Officer, and Treasurer of the holding company and the bank. The employment
agreement has a three-year term, renewing annually for one additional year. The
initial base salary of $293,000 under the employment agreement is subject to
potential annual increases to maintain Mr. Shepherd's salary at the average
salary level for chief executive officers of holding companies and institutions
within Community First's peer group percentile rank, with percentile rank being
determined based upon return on average assets, return on average equity, and
efficiency ratio. Mr. Shepherd will also be entitled by the employment agreement
to fringe benefits such as payment of club dues, use of an automobile, fully
paid long-term care insurance coverage, and reimbursement of the cost to obtain
disability insurance coverage, with an income tax gross-up benefit to compensate
for taxes imposed on disability reimbursement payments.
The agreement establishes an annual cash incentive award program for
Mr. Shepherd as well. For each fiscal year return on average assets is 1.00% or
more, Mr. Shepherd will be entitled within 45 days after year end to a cash
payment equal to 15% of his base salary, plus a percentage of his base salary
equal to the difference between return on average assets and 1.00%. For each
fiscal year return on average equity is 10.00% or more, Mr. Shepherd will be
entitled within 45 days after year end to a cash payment equal to 15% of his
base salary, plus a percentage of his base salary equal to the difference
between return on average equity and 10.00%.
Reference is made to the complete copy of the employment agreement
included as Exhibit 99.1 for the other terms and conditions of the agreement,
including benefits payable after termination of employment, benefits payable
after a change in control, and non-competition provisions.
Salary Continuation Agreement. On July 31, 2007 Community First Bank
also entered into a Salary Continuation Agreement with Mr. Shepherd. The
agreement provides for an annual benefit of $210,000 for 20 years for Mr.
Shepherd once he attains age 71 in December 2011. Both the Employment Agreement
and the Salary Continuation Agreement provide for an excise tax gross-up benefit
if his aggregate benefits after a change in control constitute excess parachute
payments under Internal Revenue Code sections 280G and 4999. Reference is made
to the complete copy of the Salary Continuation Agreement included as Exhibit
99.2 for the other terms and conditions of the agreement, including benefits
payable for employment termination before age 71 and benefits payable if a
change in control occurs.
Item 9.01(d) Exhibits
99.1 Employment Agreement among Community First Bancorporation, Community
First Bank and Frederick D. Shepherd, Jr.
99.2 Salary Continuation Agreement between Community First Bank and
Frederick D. Shepherd, Jr.
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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.
Community First Bancorporation
Date: July 31, 2007 s/Frederick D. Shepherd, Jr.
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Frederick D. Shepherd, Jr.
President, Chief Executive Officer,
and Treasurer
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