Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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) January
8, 2007
FIRST
MARINER BANCORP
(Exact
name of Registrant as specified in Charter)
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Maryland
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000-21815
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52-1834860
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(State
or other Jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification
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of
incorporation)
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No.)
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1501
S. Clinton Street, Baltimore, MD 21224
(Address
of Principal Executive Offices/Zip Code)
Registrant's
telephone number, including area code: (410)
342-2600
Not
Applicable
(Former
name or former address of Registrant, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
1.01. Entry into a Material Definitive Agreement
On
January 8, 2007, First Mariner Bank (the “Bank”), a wholly owned subsidiary of
First Mariner Bancorp (the "Company”), entered into a Lease Agreement (the
“Lease”) with Canton Crossing Tower, LLC (“Hale Properties”), a limited
liability company wholly owned by Edwin F. Hale, Sr., CEO of the Bank and the
Company, to lease approximately 1,400 square feet of office space on the
1st
floor of
the Canton Crossing Tower building. The Bank will pay rent in the amount of
$25.00 per square foot, or $35,000 per year. Beginning on the first anniversary
of the commencement of the Lease, and on each anniversary thereafter, the annual
rent will be increased by the product of (i) the amount of the rent on each
anniversary date, and (ii) CPI not to exceed three percent (3%). The Bank will
also pay an annual common area maintenance charge of $9,100 per year, as well
as
its it’s pro rata share of the landlord’s taxes and assessments and beginning
January 1, 2008, its pro rata share of certain operating expenses.
The
Lease
has a 10 year term, commencing on January 8, 2007. The Bank has the option
to
extend the initial term for four additional terms of five years each.
The
Lease
was approved by the Company's Audit Committee and the independent members of
the
Board of Directors of the Bank and the Company, which believe that the Lease
is
comparable or at least favorable to market rates and terms.
A
copy of
the Lease is being filed herewith as Exhibit 10.1 and is incorporated herein
by
reference.
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Item
5.02
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Departure
of Directors or Certain Officers, Election of Directors;
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Appointment
of Certain Officers; Compensatory Arrangements of Certain
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On
March
5, 2007, the Compensation Committee of the Company (the “Compensation
Committee”) approved a number of compensation related items for its named
executive officers as detailed below, all subject to full board notification.
The full Board met on March 13, 2007 and approved the items described below.
2007
Base Salaries
The
Compensation Committee set, and the Board approved, 2007 base salaries for
the
named executive officers as follows: Edwin F. Hale, Sr., Chairman of the Board
and Chief Executive Officer- $580,000; Joseph Cicero, President of the Company
and Chief Operating Officer of First Mariner Bank - $285,000; George Mantakos,
President of First Mariner Bank - $255,000; Mark Keidel, Chief Financial Officer
of the Company and First Mariner Bank - $215,000.
2007
Short Tem Incentive Plan
The
committee established a short-term incentive plan for 2007, whereby the Chief
Executive Officer and other executive officers are eligible to earn incentive
payouts in the form of cash, dependent upon 2007’s reported net income. The plan
establishes the annual budgeted net income for 2007 as the target level of
performance. Cash payouts eligible upon achievement of the targeted earnings
are
40% for the Chief Executive Officer and 24% for other executive officers.
Eligible payouts under the plan would increase on a pro-rata basis for earnings
in excess of the budgeted net income or decrease on a pro-rata basis for
earnings lower than the budgeted net income, with a minimum earnings threshold
to be achieved in order for payments to be made. A
description of the plan is attached hereto as Exhibit 10.2.
Performance
Measures for Restricted Share Grants Under Long Term Incentive
Plan
The
committee established performance goals to be reached by the Chief Executive
Officer and other named executive officers to be eligible to receive a level
grant of restricted shares of the Company’s common stock pursuant to the
Company’s 2004 Long Term Incentive Plan (the “Plan”). Conditions to receive the
restricted shares are twofold: (1) The Company achieving certain earnings
targets over a three year period, and (2) continued employment. Attainment
of
these targets in all three years would trigger an award of restricted shares
under the Plan currently equal to 50% of base pay for the Chief Executive
Officer and the other named executive officers. Grants would be made annually
over a three-year period and are subject to a one year vesting.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits.
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10.1
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Lease
Agreement dated January 8, 2007 between First Mariner Bank and Canton
Crossing Tower, LLC (filed herewith).
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10.2
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Description
of 2007 Short-Term Incentive Plan (filed
herewith).
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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.
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FIRST
MARINER BANCORP
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Date:
March 14, 2007
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By:
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/s/
Joseph Cicero
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Joseph
Cicero
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President
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EXHIBIT
INDEX
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10.1
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Lease
Agreement dated January 8, 2007 between First Mariner Bank and
Canton
Crossing Tower, LLC (filed herewith).
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10.2
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Description
of 2007 Short-Term Incentive Plan (filed
herewith).
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