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
31, 2008
United
Community Banks,
Inc.
(Exact
name of registrant as specified in its charter)
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Georgia
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No.
0-21656
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No.
58-180-7304
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification
No.)
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63
Highway 515, P.O. Box 398
Blairsville,
Georgia 30512
(Address
of principal executive offices)
Registrant's
telephone number, including area code:
(706)
781-2265
Not
applicable
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240-13e-4(c))
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Item
5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||
| Thomas C. Gilliland, Jr., United Community Banks, Inc.’s Executive Vice President, Secretary and General Counsel, retired from those positions effective January 31, 2008. Mr. Gilliland also informed the Company that he does not intend to stand for re-election to the Board of Directors of United Community Banks, Inc. at its 2008 Annual Meeting and will retire as a director at the end of his current term on April 30, 2008. | |||
| In connection with his retirement, Mr. Gilliland entered into an amendment to certain of his outstanding stock option and restricted stock unit award agreements under the 1995 Key Employee Stock Option Plan and the 2000 Key Employee Stock Option Plan. The amendment changed the vesting and exercise periods of the awards granted to Mr. Gilliland, except those unvested awards granted in 2006 and 2007, so that each award will continue to vest and be exercisable following Mr. Gilliland’s retirement in accordance with the initial vesting and exercise schedules for such awards. The amendments were made at no additional cost to the Company. A copy of Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference. | |||
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Item
9.01
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Financial Statements and Exhibits | ||
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Exhibits:
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| 10.1 | Amendment to Award Agreements, dated January 31, 2008, by and between the Company and Thomas C. Gilliland. | ||
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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/s/
Rex S. Schuette
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Rex
S. Schuette
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Executive
Vice President and
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February
5, 2008
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Chief
Financial Officer
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Exhibit
10.1
UNITED
COMMUNITY BANKS, INC.
AMENDMENT
TO
AWARD
AGREEMENTS
THIS
AMENDMENT is made as of
the 31st
day of
January, 2008 by and between UNITED COMMUNITY BANKS,
INC.,
a Georgia corporation, (the “Company”)
and THOMAS C. GILLILAND
(the “Grantee”).
WHEREAS,
the Company operates
the 1995 Key Employee Stock Option Plan and the 2000 Key Employee Stock Option
Plan, each as have been amended and restated from time to time (the “Plans”);
and
WHEREAS,
the Company and the
Grantee wish to amend the award agreements of the Grantee under the Plans
(the
“Award
Agreements”) to change the vesting schedule and the exercise term for the
outstanding awards granted thereunder and described on Exhibit A hereto (the
“Awards”);
NOW,
THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
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1.
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Amendment
to Vesting Period. Notwithstanding any other
provision contained in any of the Award Agreements, including any
provision in conflict with the terms of this provision, the Awards
under
each Award Agreement shall continue to vest in accordance with
the
applicable vesting schedule for such Award following the Grantee’s
termination of employment just as if the Grantee had remained employed
through the term of such vesting schedule.
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2.
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Amendment
to Exercise Period. Notwithstanding any other
provision contained in any of the Award Agreements, including any
provision in conflict with the terms of this provision, the Awards
under
each Award Agreement shall remain exercisable for the remaining
exercise
period of such Award following the Grantee’s termination of
employment.
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3.
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Section
409A Compliance. The
Award
Agreements and this Amendment shall at all times be operated in
accordance
with the requirements of Section 409A of the Internal Revenue Code
of
1986, as amended, and the regulations and rulings thereunder (“Section
409A”). The Company shall have the authority to take
action under this Amendment, or refrain from taking any action,
that is
reasonably necessary to comply with Section 409A without any additional
cost or tax to the Company or the Grantee. Specifically, the
Company shall have the authority to vary the terms of Section 1
hereof
with respect to the Restricted Stock Unit Award Agreements (“RSU
Agreements”) granted to the Grantee by the Company and to make
additional amendments to such RSU Agreements, to the extent necessary
or
desirable to comply with Section 409A.
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4.
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No
Other Changes. This
Amendment shall be effective as of the date hereof. Except as
hereby modified, the Award Agreements and Plans shall remain in
full force
and effect.
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IN
WITNESS WHEREOF, the
Company and Grantee have executed this Amendment as of the date first written
above.
| UNITED COMMUNITY BANKS, INC. | |||||
| By: | /s/ Jimmy C. Tallent | By: | /s/ Thomas C. Gilliland | ||
| Name: | Jimmy C. Tallent |
Thomas
C. Gilliland
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| Title: |
President
and CEO
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Exhibit
A
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Optionee
Statement
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Thomas
C.
Gilliland
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Grant
Date
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Expiration
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Grant
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Grant
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Vesting
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Date
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Type
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Outstanding
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Price
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Exercisable
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Schedule
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Exercisable
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01/01/99
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01/01/09
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Non-Qualified
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2,328 | $ | 13.33 | 2,328 | |||||||||||||
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04/20/00
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04/20/10
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Non-Qualified
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7,542 | $ | 12.67 | 7,542 | |||||||||||||
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04/18/01
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04/18/11
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Non-Qualified
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9,414 | $ | 11.67 | 9,414 | |||||||||||||
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03/11/02
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03/11/12
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Non-Qualified
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13,494 | $ | 13.00 | 13,494 | |||||||||||||
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04/17/03
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04/17/13
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Non-Qualified
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17,105 | $ | 16.39 | 17,105 | |||||||||||||
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04/17/03
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04/17/13
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Incentive*
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6,102 | $ | 16.39 | 6,102 | |||||||||||||
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06/07/04
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06/07/14
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Non-Qualified
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6,375 | $ | 23.75 | 6,375 | |||||||||||||
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06/07/04
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06/07/14
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Incentive*
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2,125 | $ | 23.75 | 0 | |||||||||||||
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Vesting
on
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2,125 |
6/7/2008
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05/16/05
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05/16/15
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Non-Qualified
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4,606 | $ | 23.10 | 4,500 |
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Vesting
on
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106 |
5/16/2008
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05/16/05
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05/16/15
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Incentive*
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4,394 | $ | 23.10 | 0 | |||||||||||||
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Vesting
on
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2,144 |
5/16/2008
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| 2,250 |
5/16/2009
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05/16/05
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05/16/15
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Restricted
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563 | $ | 0.00 | 0 | |||||||||||||
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Vesting
on
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563 |
1/31/2009
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04/26/06
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04/26/16
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Non-Qualified
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2,500 | $ | 28.85 | 2,500 | |||||||||||||
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Optionee
Totals
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76,548 | 69,360 | |||||||||||||||||
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*Non-Qualified
if not exercised on
or before April 30, 2008
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