Capital Bank's eight outside directors will receive rich payments if the Raleigh bank's deal with a private investor goes through.
Earlier this month, Capital announced that North American Financial Holdings had agreed to pay $2.55 per share, or $181 million, to buy a majority stake in the struggling bank. Capital shareholders are scheduled to vote on the deal Dec. 16.
If completed, the deal will trigger lump-sum payments for Capital's directors worth a total of $2.2 million, the company reported in a Securities and Exchange Commission filing late today. That money is based on a "change in control" clause in the directors' retirement benefits.
Capital chairman O.A. Keller III would receive $891,104. Keller is CEO of Earthtec of NC, an environmental treatment facility in Sanford. He has been a Capital director since the bank started in 1997.
Among other outside directors, Carl H. Ricker Jr. will receive $267,055. Samuel J. Wornom III will get $245,615. And Don W. Perry will receive $222,223.
The North American deal also will trigger payments to Capital executives, including $3.4 million to CEO Grant Yarber. The bank disclosed those payments in a previous SEC filing, but had left out the amount the directors will get.
Capital tried twice this year to raise needed financing on Wall Street, but ran into obstacles as its stock slumped. The company, with 32 branches across the state, had expanded into one of the Triangle's largest community banks, but saw its financial health weaken during the recession.
North American plans to merge Capital with four other banks it bought earlier this year, forming a bank with 84 branches in North Carolina, South Carolina and Florida.
The deal also is contingent on the U.S. Treasury Department agreeing to let Capital pay back the $41.3 million in federal stimulus money it received at a discount.
North American plans to retain Capital's management team. Yarber would become market president for North Carolina, which would put him in charge of the bank's 32 branches in this state.
North American CEO Gene Taylor, a former Bank of America executive, would become top executive of Capital after the deal.
Capital shares closed today at $2.76, up 4 cents.