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):  February 28, 2008

 

 

 

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 (See General Instruction A.2. below):

 

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))

 

 

 

Item 5.02                                             Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 28, 2008, in the ordinary course of executive compensation actions, the Heritage Commerce Corp Compensation Committee and Board of Directors approved an increase in the base salaries of the Company’s executive officers five of whom will be the “named executive officers” for purposes of the Company’s proxy statement for the 2008 annual shareholders meeting, as follows:

 

Name		Title		New Salary
Walter Kaczmarek		President & Chief Executive Officer		$	333,700
Raymond Parker		Executive Vice President/Banking Division		$	250,300
Lawrence D. McGovern		Executive Vice President/Chief Financial Officer		$	222,000
Richard Hagarty		Executive Vice President/Chief Credit Officer		$	162,700
William Del Biaggio, Jr.		Executive Vice President/Community Relations		$	166,800
James Mayer		Executive Vice President/East Bay Division		$	240,000

 

The salary increases will become effective March 1, 2008 except for Mr. Mayer’s salary increase which will become effective on June 16, 2008 pursuant to the terms of his employment contract.

 

The Heritage Commerce Corp Compensation Committee and Board of Directors also approved bonus payments pursuant to the Company’s Management Incentive Plan to the following executive officers five of whom will be the “named executive officers” for purposes of the Company’s proxy statement for the 2008 annual shareholders meeting, as follows:

 

Name		Title		2007 Bonus
Walter Kaczmarek		President & Chief Executive Officer		$	115,000
Raymond Parker		Executive Vice President/Banking Division		$	75,000
William Del Biaggio, Jr.		Executive Vice President/Community Relations		$	46,000
Richard Hagarty		Executive Vice President and Chief Credit Officer		$	45,000
Lawrence D. McGovern		Executive Vice President and Chief Financial Officer		$	64,000
James Mayer		Executive Vice President/East Bay Division		$	90,000

 

Item 8.01               Other Events.

 

On January 24, 2008, the Heritage Commerce Corp Board of Directors set the date for the 2008 Annual Meeting for May 22, 2008.  The record date for the meeting has been set for March 25, 2008.  Materials for the meeting will be sent to shareholders on or about April 7, 2008.

 

On February 28, 2008, the Board of Directors approved the adoption of a prearranged stock repurchase plan, intended to qualify for the safe harbor under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“10b5-1 Plan”).  The 10b5-1 Plan was adopted to assist the Company in implementing its previously announced stock repurchase plan.  The 10b5-1 Plan will terminate on May 30, 2008, unless terminated sooner in accordance with the plan’s terms.  The Plan replaces a previously adopted plan that terminated by its terms on February 28, 2008.

 

 

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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 thereunto duly authorized.

 

		HERITAGE COMMERCE CORP
DATED: March 4, 2008		By:	/s/ Lawerence D. McGovern
			Lawrence D. McGovern
			Executive Vice President and
			Chief Financial Officer

 

 

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