SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): April 18, 2008
Bimini
Capital Management, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Maryland
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001-32171
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72-1571637
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(State
or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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3305
Flamingo Drive, Vero Beach, Florida 32963
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (772) 231-1400
N/A
(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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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. DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April
18, 2008, Bimini Capital Management, Inc. (the “Company”) entered into Retention
and Severance Agreements with certain employees of the Company, including G.
Hunter Haas, IV and J. Christopher Clifton, following the approval of such
agreements by the Compensation Committee of the Board of Directors of the
Company. The Retention and Severance Agreements for Messrs. Haas and
Clifton are filed herewith as Exhibits 10.1 and 10.2 and are incorporated herein
by reference in their entirety. Subject to certain specified
conditions, these agreements provide for minimum cash bonuses payable in two
equal installments on December 15, 2008, and January 15, 2009.
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ITEM
9.01.
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EXHIBITS.
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(d)
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Exhibits
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Exhibit No.
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Description
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10.1
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Retention
and Severance Agreement, dated April 18, 2008, by and between Bimini
Capital Management, Inc. and G. Hunter Haas, IV.
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10.2
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Retention
and Severance Agreement, dated April 18, 2008, by and between Bimini
Capital Management, Inc. and J. Christopher
Clifton.
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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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Date:
April 18, 2008
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BIMINI
CAPITAL MANAGEMENT, INC.
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By:
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/s/
Robert E. Cauley
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Robert
E. Cauley
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Vice
Chairman, President and Chief Executive
Officer
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Exhibit
10.1
RETENTION AND SEVERANCE AGREEMENT
This
Retention and Severance Agreement (this “Agreement”) is entered into this 18th
day of April, 2008, between Bimini Capital Management, Inc. (the “Company”) and
G. Hunter Haas, IV (the “Executive”) (collectively, the
“Parties”).
WHEREAS,
Executive currently serves as Executive Vice President, Chief Investment
Officer, Interim Chief Financial Officer and Treasurer of the Company;
and
WHEREAS,
the retention of Executive during the term of this Agreement is critical to
fulfilling the objectives of the Company and ensuring the ongoing continuity of
other key personnel; and
WHEREAS,
the Parties mutually desire to enter into this Agreement for the mutual benefit
of the Parties so as to incentivize the Executive to remain in the employ of the
Company throughout the term of this Agreement.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
promises hereinafter set forth, it is agreed by the Parties as
follows:
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1.
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Provided
that (i) Executive has not voluntarily resigned his employment with the
Company prior to December 15, 2008, and (ii) the Company has not
terminated Executive’s employment with the Company prior to December 15,
2008, for Cause (as defined below) or due to Executive’s death or
incapacitation, the Company shall pay Executive a lump-sum cash bonus on
December 15, 2008, in an amount not less than $100,000, less applicable
withholding taxes (such lump-sum cash bonus being referred to herein as,
the “December Bonus”).
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2.
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Provided
that (i) Executive has not voluntarily resigned his employment with the
Company prior to January 15, 2009, and (ii) the Company has not terminated
Executive’s employment with the Company prior to January 15, 2009, for
Cause (as defined below) or due to Executive’s death or incapacitation,
the Company shall pay Executive a lump-sum cash bonus on January 15, 2009,
in an amount not less than $100,000, less applicable withholding taxes
(such lump-sum cash bonus being referred to herein as, the “January
Bonus,” and together with the December Bonus, collectively, the “Minimum
Retention Bonus”).
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3.
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The
Minimum Retention Bonus may be increased, but not decreased, in the
discretion of the Compensation Committee of the Board of Directors of the
Company. Except as otherwise explicitly set forth herein, any
unpaid portion of the Minimum Retention Bonus shall become immediately due
and payable if the Company terminates Executive’s employment with the
Company for any reason other than for Cause (as defined
below). For purposes of this Agreement, “Cause” shall mean any
(i) fraud, gross negligence, or willful or criminal misconduct by
Executive involving the Company or any of its subsidiaries or affiliates,
(ii) failure by Executive to substantially perform within a reasonable
time frame the duties properly assigned to Executive, or (iii) repeated
failure by Executive to adhere to the Company’s policies and
practices.
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4.
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Upon
a termination of Executive’s employment by the Company for Cause or due to
Executive’s death or incapacitation, Executive shall be deemed to have
forfeited any unpaid portion of the Minimum Retention
Bonus. The foregoing notwithstanding, the Company expressly
reserves its rights to pursue any remedies available at law or in equity
upon a termination of Executive’s employment for
Cause.
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5.
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If
the Company terminates Executive’s employment for any reason other than
Cause prior to January 15, 2009, any unpaid portion of the Minimum
Retention Bonus shall only be payable if Executive executes a general
release of all claims that Executive has or may have against the Company
relating to events occurring at or prior to the termination of Executive’s
employment, and such general release has become effective and irrevocable
following the expiration of any statutory waiting
periods.
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6.
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This
Agreement shall be governed by and construed in accordance with the
internal substantive laws, without reference to the choice of law rules,
of the State of Florida.
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7.
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EACH
PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN
CONNECTION WITH ANY DISPUTE ARISING BETWEEN THE PARTIES CONCERNING THE
ENFORCEMENT OR INTERPRETATION OF THIS
AGREEMENT.
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8.
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This
Agreement constitutes the entire agreement between the Parties concerning
the subject matter hereof and supersedes any and all prior or
contemporaneous oral or written agreements between the Parties relating to
such subject matter. This Agreement may be amended or modified only by an
agreement in writing signed by both
Parties.
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IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
first written above.
/s/ G. Hunter Haas, IV
G. Hunter
Haas, IV
BIMINI
CAPITAL MANAGEMENT, INC.
By: /s/ Robert E.
Cauley
Name: Robert
E. Cauley
Title: President
& Chief Executive Officer
Exhibit
10.2
RETENTION AND SEVERANCE AGREEMENT
This
Retention and Severance Agreement (this “Agreement”) is entered into this 18th
day of April, 2008, between Bimini Capital Management, Inc. (the “Company”) and
J. Christopher Clifton (the “Executive”) (collectively, the
“Parties”).
WHEREAS,
Executive currently serves as Executive Vice President, General Counsel, Chief
Compliance Officer and Secretary of the Company; and
WHEREAS,
the retention of Executive during the term of this Agreement is critical to
fulfilling the objectives of the Company and ensuring the ongoing continuity of
other key personnel; and
WHEREAS,
the Parties mutually desire to enter into this Agreement for the mutual benefit
of the Parties so as to incentivize the Executive to remain in the employ of the
Company throughout the term of this Agreement.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
promises hereinafter set forth, it is agreed by the Parties as
follows:
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1.
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Provided
that (i) Executive has not voluntarily resigned his employment with the
Company prior to December 15, 2008, and (ii) the Company has not
terminated Executive’s employment with the Company prior to December 15,
2008, for Cause (as defined below) or due to Executive’s death or
incapacitation, the Company shall pay Executive a lump-sum cash bonus on
December 15, 2008, in an amount not less than $75,000, less applicable
withholding taxes (such lump-sum cash bonus being referred to herein as,
the “December Bonus”).
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2.
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Provided
that (i) Executive has not voluntarily resigned his employment with the
Company prior to January 15, 2009, and (ii) the Company has not terminated
Executive’s employment with the Company prior to January 15, 2009, for
Cause (as defined below) or due to Executive’s death or incapacitation,
the Company shall pay Executive a lump-sum cash bonus on January 15, 2009,
in an amount not less than $75,000, less applicable withholding taxes
(such lump-sum cash bonus being referred to herein as, the “January
Bonus,” and together with the December Bonus, collectively, the “Minimum
Retention Bonus”).
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3.
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The
Minimum Retention Bonus may be increased, but not decreased, in the
discretion of the Compensation Committee of the Board of Directors of the
Company. Except as otherwise explicitly set forth herein, any
unpaid portion of the Minimum Retention Bonus shall become immediately due
and payable if the Company terminates Executive’s employment with the
Company for any reason other than for Cause (as defined
below). For purposes of this Agreement, “Cause” shall mean any
(i) fraud, gross negligence, or willful or criminal misconduct by
Executive involving the Company or any of its subsidiaries or affiliates,
(ii) failure by Executive to substantially perform within a reasonable
time frame the duties properly assigned to Executive, or (iii) repeated
failure by Executive to adhere to the Company’s policies and
practices.
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4.
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Upon
a termination of Executive’s employment by the Company for Cause or due to
Executive’s death or incapacitation, Executive shall be deemed to have
forfeited any unpaid portion of the Minimum Retention
Bonus. The foregoing notwithstanding, the Company expressly
reserves its rights to pursue any remedies available at law or in equity
upon a termination of Executive’s employment for
Cause.
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5.
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If
the Company terminates Executive’s employment for any reason other than
Cause prior to January 15, 2009, any unpaid portion of the Minimum
Retention Bonus shall only be payable if Executive executes a general
release of all claims that Executive has or may have against the Company
relating to events occurring at or prior to the termination of Executive’s
employment, and such general release has become effective and irrevocable
following the expiration of any statutory waiting
periods.
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6.
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This
Agreement shall be governed by and construed in accordance with the
internal substantive laws, without reference to the choice of law rules,
of the State of Florida.
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7.
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EACH
PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN
CONNECTION WITH ANY DISPUTE ARISING BETWEEN THE PARTIES CONCERNING THE
ENFORCEMENT OR INTERPRETATION OF THIS
AGREEMENT.
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8.
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This
Agreement constitutes the entire agreement between the Parties concerning
the subject matter hereof and supersedes any and all prior or
contemporaneous oral or written agreements between the Parties relating to
such subject matter. This Agreement may be amended or modified only by an
agreement in writing signed by both
Parties.
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IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
first written above.
/s/ J. Christopher
Clifton
J.
Christopher Clifton
BIMINI
CAPITAL MANAGEMENT, INC.
By: /s/ Robert E.
Cauley
Name: Robert
E. Cauley
Title: President
& Chief Executive Officer