Stonegate Bank : Form 8-K - Change in Employment Agreements

(Exact name of registrant as specified in its charter)

Florida 57934 20-4486142

(State of Incorporation) (FDIC Certificate Number)

(IRS Employer Identification No.)

400 North Federal Highway, Pompano Beach, Florida 33062 (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (954) 315-5500

(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))

On December 13, 2016, Stonegate Bank ("Stonegate") amended the employment agreements with David Seleski, Stonegate's Principal Executive Officer, and Sharon Jones, Stonegate's Principal Financial Officer (the "Employment Agreement Amendments"). A brief description of the terms and conditions of each of the Employment Agreement Amendments is provided below.

David Seleski

Mr. Seleski's employment agreement previously provided, among other things, that upon a "Change in Control" (as defined in his employment agreement) of Stonegate, he would be entitled to receive a payment equal to two (2) times the sum of (i) then-current base salary and

(ii) the amount of the highest annual cash bonus during the three full fiscal years prior to the Change in Control (the sum of (i) and (ii) above constituting "Total Compensation"). Pursuant to Mr. Seleski's Employment Agreement Amendment, upon a Change in Control of Stonegate, he would now be entitled to receive a payment equal to 2.99 times his Total Compensation.

The Non-Competition and Non-Solicitation Agreement contained as Exhibit A to Mr. Seleski's employment agreement also previously provided that, upon his termination (including in connection with a Change in Control which would constitute an ipso facto termination) he would be entitled to receive payment within 30 days of termination of a lump sum non-competition and non-solicitation allowance equal to three (3) times his then (x) Base Salary (as defined in his employment agreement), (y) Target Bonus (as defined in his employment agreement) as if all target performance measurements were achieved, and (z) Target Equity (as defined in his employment agreement) grants cash value, as if all performance measurements were achieved . Pursuant to Mr. Seleski's Employment Agreement Amendment, he would now be entitled to receive a lump sum non-competition and non-solicitation allowance equal to $2,616,000.

Except as noted above, Mr. Seleski's employment agreement is materially similar to his prior employment agreement, the material terms of which were disclosed in Stonegate's Current Report on Form 8-K (filed 4/9/15)(No. 57934).

Sharon Jones

Ms. Jones's employment agreement previously provided, among other things, that upon a "Change in Control" (as defined in her employment agreement) of Stonegate, she would be entitled to receive a payment equal to two (2) times her Total Compensation. Pursuant to Ms. Jones's Employment Agreement Amendment, upon a Change in Control of Stonegate, she would now be entitled to receive a payment equal to 2.99 times her Total Compensation.

Except as noted above, Ms. Jones's Employment Agreement is materially similar to her prior employment agreement, the material terms of which were disclosed in Stonegate's Current Report on Form 8-K (filed 4/9/15)(No. 57934).

The foregoing summaries of the Employment Agreement Amendments are not complete and are qualified in their entirety by reference to the full text of the Employment Agreement Amendments, which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated by reference herein.

Pursuant to the requirements of the Securities Exchange Act of 1934, Stonegate has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 17, 2017 By: /s/ Sharon Jones Sharon Jones Chief Financial Officer