UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 24, 2009
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ATLANTIC COAST FEDERAL CORPORATION
(Exact name of Registrant as specified in its charter)
Federal 000-50962 59-3764686
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
505 Haines Avenue, Waycross, Georgia 31501
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(Address of principal executive offices)
(800) 342-2824
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Registrant's telephone number, including area code
Not Applicable
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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:
|_| 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))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
(e) On June 24, 2009, Atlantic Coast Bank (the "Bank") the wholly owned
subsidiary of Atlantic Coast Federal Corporation (the "Company") entered into an
employment agreement with Phillip Buddenbohm, Chief Risk Officer of the Bank.
The employment agreement is attached as Exhibit 10.1 to this Current Report on
Form 8-K.
The agreement provides for a one year term and base salary at his
current level of $135,000. In addition to the base salary, the agreement
provides for, among other things, participation in incentive programs and other
employee pension benefit and fringe benefit plans applicable to executive
employees. Upon each anniversary date of the agreement, the term will be
extended for an additional year subject to the board of directors conducting a
performance review of the executive and approving such renewal. Under the
agreement, Mr. Buddenbohm's employment may be terminated for cause at any time,
in which event he would have no right to receive compensation or other benefits
for any period after termination.
Certain events resulting in Mr. Buddenbohm's termination or resignation
will entitle him to payments of severance benefits following termination of
employment. Mr. Buddenbohm will be entitled to severance benefits under the
agreement in the event (A) his employment is involuntarily terminated (for
reasons other than cause, death, disability or retirement) or (B) he resigns
during the term of the agreement within two years after any of the following
events: (i) relocation of his principal place of employment to a location that
is more than 50 miles from Jacksonville, Florida; (ii) a material reduction in
his benefits and perquisites, including base salary; or (iii) a material breach
of the agreement by the Bank, provided, however, that a change in his title or
duties will not be considered a material breach of the agreement. In such event,
Mr. Buddenbohm would be entitled to an immediate cash lump sum severance payment
equal to one times his highest annual rate of base salary at any time during the
term of the agreement and one times his highest annual bonus and non-equity
compensation received during the most recent calendar year prior to the
termination, which may be subject to a six month delay if required to comply
with Section 409A of the Internal Revenue Code. In addition, he would be
entitled, at no expense to him, to the continuation of substantially comparable
life, disability and non-taxable medical and dental insurance coverage for such
period.
Notwithstanding any provision to the contrary in the agreement,
payments under the agreement following a change in control are limited so that
they will not constitute an excess parachute payment under Section 280G of the
Internal Revenue Code.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Shell company transactions: None
(d) Exhibits:
Exhibit 10.1: Employment Agreement of Phillip Buddenbohm
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.
ATLANTIC COAST FEDERAL CORPORATION
Date: June 29, 2009 By: /s/ Robert J. Larison, Jr.
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Robert J. Larison, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)
EXHIBIT 10.1