-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AsIroThyW6AODO2iIYhDFqrTsvLR+fhSZ1NxtpN42CaiRZaZ9UbtDyeA1nM2F2yK DuSlqEOHXRb1nZbkmI3HJA== 0000018349-06-000118.txt : 20060427 0000018349-06-000118.hdr.sgml : 20060427 20060427113829 ACCESSION NUMBER: 0000018349-06-000118 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060427 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNOVUS FINANCIAL CORP CENTRAL INDEX KEY: 0000018349 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 581134883 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10312 FILM NUMBER: 06783790 BUSINESS ADDRESS: STREET 1: 1111 BAY AVENUE STREET 2: STE 500 PO BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066494818 MAIL ADDRESS: STREET 1: 1111 BAY AVENUE STREET 2: STE 500 PO BOX 120 CITY: COLUMBUS STATE: GA ZIP: 31901 FORMER COMPANY: FORMER CONFORMED NAME: CB&T BANCSHARES INC DATE OF NAME CHANGE: 19890912 8-K 1 april278k.htm SYNOVUS FORM 8-K

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

 

April 27, 2006

Date of Report

(Date of Earliest Event Reported)

 

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Georgia
(State of Incorporation)

1-10312
(Commission File Number)

58-1134883
(IRS Employer Identification No.)

 

1111 Bay Avenue, Suite 500, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

 

(706) 649-2267

(Registrant’s telephone number, including area code)

 

________________________________________________

(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:

 

 



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-2(b))

 

 



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

 

 

On April 27, 2006, upon the recommendation of the Board of Directors, the shareholders of Synovus Financial Corp. (“Synovus”) adopted the Synovus Financial Corp. Executive Cash Bonus Plan (the “Plan”). The purposes of the Plan are to reward selected executive officers for superior corporate performance and to attract and retain top qualified executive officers. Compensation paid pursuant to the Plan to Synovus’ officers is intended, to the extent reasonable, to qualify for tax deductibility under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, as may be amended from time to time. The Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

 

 

Item 9.01

Financial Statements and Exhibits.

 

 

 

 

(d)

Exhibits

 

 

 

 

Exhibit No.

Description

 

 

 

 

10.1

Synovus Financial Corp. Executive Cash Bonus Plan

 

 

2

 

 

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Synovus has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

SYNOVUS FINANCIAL CORP.
(“Synovus”)

 

 

Dated: April 27, 2006          

By:/s/ Kathleen Moates
Senior Deputy General Counsel
Kathleen Moates

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 EX-10.1 2 synovusexcashbonusplan.htm SYNOVUS EXECUTIVE CASH BONUS PLAN

Exhibit 10.1

 

SYNOVUS FINANCIAL CORP.

EXECUTIVE CASH BONUS PLAN

 

ARTICLE I

 

OBJECTIVE OF THE PLAN

 

The purposes of this Synovus Financial Corp. Executive Cash Bonus Plan (“Plan”) are to reward selected officers of Synovus Financial Corp. (the “Company”) and certain of its subsidiaries (“Subsidiaries”) for superior corporate performance measured by achievement of financial performance and strategic corporate objectives and to attract and retain top quality executives.

 

ARTICLE II

 

PLAN ADMINISTRATION

 

This Plan is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”); provided, however, that with respect to matters involving employees of any publicly-traded Subsidiary of the Company, the “Committee” shall be the compensation committee of such publicly-traded Subsidiary. The Committee (and the compensation committee of any publicly-traded Subsidiary of the Company) shall be composed of two or more outside directors as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”).

 

ARTICLE III

 

PARTICIPANTS

 

Participation is limited to the Chief Executive Officer and the four highest compensated officers of the Company and any publicly-traded Subsidiary of the Company as selected from year-to-year by the members of the Committee (“Participants”).

 

ARTICLE IV

 

PERFORMANCE OBJECTIVES

 

 

Each fiscal year, the Committee shall establish

 

 

(i)

performance objectives for such and/or the succeeding fiscal year for the Company, any Subsidiary, or any business segment or business unit of the Company or any Subsidiary, based upon such criteria as may be from

 

 

time to time considered by the Committee, which criteria may include, not to the exclusion of other criteria, criteria that has been approved by the shareholders of the Company or the shareholders of any publicly-traded Subsidiary of the Company; and

 

 

(ii)

a system which equates the attainment of various performance objectives by the Company and Subsidiaries for such and/or the succeeding fiscal year into various percentages of the base salaries of eligible officers of the Company and Subsidiaries for such and/or the succeeding fiscal year which may be awarded to such Employees who are selected to be Participants in the Plan as bonuses.

 

The maximum award under this Plan to any participant for any performance period shall be $2,000,000.

 

ARTICLE V

 

AWARD OF BONUSES

 

As soon as practicable after each fiscal year for which performance objectives have, pursuant to Article IV, been established, the Committee shall determine whether the Company and each Subsidiary attained the previously-established performance objectives. Assuming such performance objectives shall be attained, the Committee shall determine, in its sole and exclusive discretion, whether any bonuses shall be awarded for such fiscal year. In determining the amount of bonuses to be awarded under the Plan, the Committee shall have the right to exercise negative discretion or decrease an award otherwise payable to a Participant, but the Committee shall have no discretion to increase the amount of any award under the Plan. Such bonuses shall be awarded as soon as practicable thereafter and the officers who are determined to be entitled to receive such bonuses shall be promptly notified of the award thereof.

 

ARTICLE VI

 

DEFERRAL OF BONUSES

 

Any bonus or any portion of any bonus awarded to a Participant may, at the election of such Participant, be deferred pursuant to the provisions of the Synovus Financial Corp./Total System Services, Inc. Deferred Compensation Plan (“Deferred Plan”), as such Deferred Plan may be amended from time to time. All bonus amounts deferred under the Deferred Plan shall be paid in accordance with the distribution provisions of the Deferred Plan, as such provisions may be amended from time to time.

 

 

2

 

 

ARTICLE VII

 

NO ENTITLEMENT TO BONUS

 

Participants are entitled to a distribution under this Plan only upon the approval of the award by the Committee and no Participant shall be entitled to a bonus under the Plan due to the attainment of performance objectives. In addition, any Participant not employed by the Company or a Subsidiary on December 31 of any fiscal year will not be entitled to a bonus unless otherwise determined by the Committee.

 

ARTICLE VIII

 

TERMINATION OF PLAN

 

The Company Board of Directors may amend or terminate the Plan at any time and for any reason without prior notice.

 

ARTICLE IX

 

PARTICIPANT’S RIGHT OF ASSIGNABILITY

 

Bonus amounts hereunder shall not be subject to assignment, pledge or other disposition, nor shall such amounts be subject to garnishment, attachment, transfer by operation of law, or any legal process.

 

ARTICLE X

 

GOVERNING LAW

 

The validity, construction, performance and effect of the Plan shall be governed by Georgia law.

 

 

 

3

 

 

 

 -----END PRIVACY-ENHANCED MESSAGE-----