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First
Citizens BancShares, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
0-16715 56-1528994
(State or other
jurisdiction
(Commission
(IRS Employer
of
incorporation) File
Number) Identification
No.)
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4300
Six Forks Road
Raleigh,
North
Carolina 27609
(Address
of principal executive
offices) (Zip
Code)
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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
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(1)
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Mr.
Hyler to be paid an amount equivalent to one-month's base salary,
plus the
amount of his unused paid time off benefit (an aggregate of
$150,621);
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(2)
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Mr.
Hyler to retain all his vested retiree benefits under Registrant's
retirement plans, and for the Bank to pay Mr. Hyler an amount equivalent
to the cost of continued insurance coverage for him and his qualified
beneficiaries for a period of seven months
($10,761);
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(3)
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Mr.
Hyler's agreement to various covenants and releases with the Bank
and
Registrant contained in the Retirement Agreement, including restrictions
on engaging in activities in competition with, or soliciting the
customers
or employees of, the Registrant, the Bank or Registrant's other direct
or
indirect subsidiaries, restrictions on disclosing confidential or
proprietary information, and releases of claims, in return for the
Bank's
payment to Mr. Hyler of $600,000 per year for five years or, if
earlier, until Mr. Hyler's
death.
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(4)
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an
amendment to an existing consultation, separation from service and
death
benefit agreement dated September 17, 2007, between Mr. Hyler and
the Bank
(a copy of which was filed as an exhibit to Registrant's Quarterly
Report
on Form 10-Q for the quarter ended September 30, 2007) which, subject
to Mr. Hyler's compliance with the covenants described in the Retirement
Agreement, provides for payments under that agreement ($343,827 per
year,
payable in monthly payments for ten years) to begin on March 1, 2013
(subject to the terms of that agreement and the Retirement Agreement),
and
for elimination of the requirement that he provide future consulting
services to the Bank;
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(5)
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the
Bank to transfer ownership to Mr. Hyler of certain electronic equipment
(including a security system, laptop computer, printer, router, and
related equipment) located in his home or previously used by him;
and
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(6)
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the
Bank to pay Mr. Hyler's legal expenses incurred in enforcing or otherwise
in connection with the Agreement.
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