8-K

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 24, 2014

First Business Financial Services, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	1-34095	39-1576570
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Charmany Drive, Madison, Wisconsin 53719

(Address of principal executive offices, including zip code)

(608) 238-8008

(Registrant’s telephone number)

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))

[ ] 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 24, 2014 the Board of Directors of First Business Financial Services, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Annual Incentive Bonus Plan (the “Plan”). Prior to the Amendment, the Plan provided that First Business Financial Services, Inc., First Business Bank (exclusive of First Business Capital Corp., First Business Factors, First Business Equipment Finance, LLC and First Business Trust & Investments), First Business Bank - Milwaukee and First Business Bank - Northeast use three equally weighted performance measures: (1) return on assets; (2) core earnings; (3) analyzed service charges (net of waives). Prior to the Amendment, the Plan additionally provided for the following performance measures: First Business Capital Corp. would use the following three equally weighted performance measures: (1) return on assets; (2) core earnings; (3) net income; First Business Factors would use the following two equally weighted performance measures: (1) return on assets and (2) core earnings; First Business Equipment Finance, LLC would use the following two equally weighted performance measures: (1) net revenue and (2) credit quality and First Business Trust & Investments would use the following three equally weighted performance measures: (1) core earnings; (2) revenue from new assets under management from existing clients; (3) revenue from new assets under management from new clients.

The Amendment changed the performance measures as follows: First Business Financial Services, Inc., First Business Bank (exclusive of First Business Capital Corp., First Business Factors, First Business Equipment Finance, LLC and First Business Trust & Investments), First Business Bank - Milwaukee and First Business Bank - Northeast will use the following three equally weighted performance measures: (1) return on assets; (2) top line revenue; (3) analyzed service charges (net of waives). First Business Capital Corp. and First Business Factors will use the following three equally weighted performance measures: (1) return on assets; (2) top line revenue; (3) net income. First Business Equipment Finance, LLC will use the following two equally weighted performance measures: (1) top line revenue and (2) credit quality. First Business Trust & Investments will use the following three equally weighted performance measures: (1) top line revenue; (2) revenue from new assets under management from existing clients; (3) revenue from new assets under management from new clients.

The foregoing description of the Plan, as amended, is qualified in its entirety to the full text of the Plan, as amended, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. The following exhibit is filed herewith:

(10.1) First Business Financial Services, Inc. Annual Incentive Bonus Plan, as amended.

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.

	FIRST BUSINESS FINANCIAL SERVICES, INC.
Date: January 28, 2014	By: /s/ Barbara M. Conley
	Barbara M. Conley
	Senior Vice President and General Counsel

FIRST BUSINESS FINANCIAL SERVICES, INC.

Exhibit Index to Current Report on Form 8-K

Exhibit

Number

10.1        Annual Incentive Bonus Plan of First Business Financial Services, Inc., dated January 24, 2014.

EX-10.1

Section 2: EX-10.1 (ANNUAL INCENTIVE BONUS PLAN)

FIRST BUSINESS FINANCIAL SERVICES

Annual Incentive Bonus Program

Performance Criteria

The following performance criteria will be used as measurements in the Annual Incentive Bonus Program. First Business Financial Services, Inc. (the “Company”), First Business Bank, First Business Bank Milwaukee, and First Business Bank Northeast will use the following three performance criteria:

• Return on Assets

• Top Line Revenue

• Analyzed Service Charges (net of waives)

First Business Capital Corp. and First Business Factors will use the following three performance criteria:

• Return on Assets

• Top Line Revenue

• Net Income

First Business Trust & Investments will use the following three criteria:

• Top Line Revenue

• Revenue from New Assets under Management from existing clients

• Revenue from New Assets under Management from new clients

First Business Equipment Finance will use the following two criteria:

• Top Line Revenue

• Credit Quality

The performance criteria used by the Company and each subsidiary entity (“entity”) will be equally weighted in determining overall performance.

Targeted Base Salary Percentage

The targeted base salary percentage for bonus payment at three possible achievement levels (Threshold, Target and Superior) for each employment level within the Company shall be determined by the Company Board, acting upon the recommendation of the Compensation Committee. If targeted percentages for any employment level shall be based on a range, then the percentage for each participating individual within such level shall be determined by the Compensation Committee or management, as appropriate. The targeted base salary percentages for each participating individual shall be promptly communicated to such individual.

Mix of the Payout

	Company	Entity
Company Employees	100%	n/a
Entity Employees	25%	75%

Safeguard

The company must meet one-half of the ROA threshold level before any bonus payment can be made.

Clawback

The Company will recover any excess bonus paid to any current or former executive officer if payment is based upon materially inaccurate financial statements.

Eligibility

Employees must work a minimum of 30 hours per week to qualify for the bonus program.

Employees must be hired by October 1 of any year the plan is in effect to be eligible for the Bonus Program. All employees must be employed on the date of payout to receive their bonus.

If an employee is promoted before October 1 of any year the plan is in effect, then that employee will be eligible for the bonus percentage that is commensurate with their new position for that year.

If an employee transfers between entities or between the Company and an entity on or after July 1 of any year the plan is in effect, then that employee’s bonus will be calculated based on the performance of the entity or the Company that they were employed in prior to the transfer.

The entity President and the Company CEO may approve redistribution of bonus dollars to eligible participants within the entity or the Company as circumstances and individual performance warrant. Section 16 Officers are not eligible for any redistributed bonus dollars under this provision, however, bonus dollars may be adjusted downward as individual performance warrants.

Approved: January 2014