-----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, FWZn+gVLeCY2NHPhxC+p/xqcds4MM9XEfaHGGxEeP0djSNUFWdPjmM3FPjagar0S UIJbeT4WisYNMFK2xL+PUw== 0001157523-07-002032.txt : 20070226 0001157523-07-002032.hdr.sgml : 20070226 20070226165525 ACCESSION NUMBER: 0001157523-07-002032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070220 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070226 DATE AS OF CHANGE: 20070226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: S Y BANCORP INC CENTRAL INDEX KEY: 0000835324 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 611137529 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13661 FILM NUMBER: 07649837 BUSINESS ADDRESS: STREET 1: 1040 E MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40206 BUSINESS PHONE: 5025822571 MAIL ADDRESS: STREET 1: 1040 EAST MAIN STREET CITY: LOUISVILLE STATE: KY ZIP: 40206 8-K 1 a5342795.txt S.Y. BANCORP, INC. 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): February 20, 2007 S.Y. BANCORP, INC. (Exact name of registrant as specified in its charter) Kentucky 1-13661 61-1137529 -------- ------- ---------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or Identification No.) organization) 1040 East Main Street, Louisville, Kentucky, 40206 (Address of principal executive offices) (502) 582-2571 (Registrant's telephone number, including area code) 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICES; ELECTION OF DIRECTORS: APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On February 20, 2006, S.Y. Bancorp, Inc. (the "Company") adopted a restricted stock program under the terms of the Company's 2005 Incentive Stock Plan. The new program provides for awards of restricted stock to the chief executive officer and executive vice presidents based on the Company's attainment of return on average assets and return on average equity targets above the 90th percentile of the three-year average ROAA and ROAE of a group of peer financial institutions. The terms of the restricted stock program are attached as an exhibit to this report. In addition, the Board of Directors also awarded a total of 1,975 shares of restricted stock to these officers, based on the same criteria and terms as grants under the new stock restricted plan and based on the Company's attainment of the ROAA target, but not the ROAE target, relative to peer financial institutions in 2006. The officers receiving restricted stock grants were: David Heintzman (881 shares); Kathy Thompson (257 shares); Sam Smith (165 shares); Greg Hoeck (168 shares); Ja Hillebrand (168 shares); Phil Poindexter (168 shares); and Nancy Davis (168 shares). ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. D. Exhibits 10.1 Terms of Restricted Stock Program. 10.2 Form of Restricted Stock Agreement SIGNATURE 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. Date: February 26, 2007 S.Y. BANCORP, INC. By: /s/ Nancy B. Davis ------------------------------ Nancy B. Davis, Executive Vice President, Treasurer and Chief Financial Officer EX-10.1 2 a5342795ex10_1.txt EXHIBIT 10.1 Exhibit 10.1 Restricted Stock Program Pursuant to 2005 Stock Incentive Plan Type of award: Restricted stock Eligible employees: Chief Executive Officer (CEO) and Executive Vice Presidents (EVP) Eligible employees must continue to be employed by the Corporation on the date the Measurement Date. Performance criteria: ROAA Target: S.Y. Bancorp's return on Average Assets (ROAA) equal to or greater than the 90th percentile of the three year average ROAA of Peer Group ROAE Target: S.Y. Bancorp's return on Average Equity (ROAE) equal to or greater than the 90th percentile of the three year average ROAE of Peer Group Peer Group: Not less than 12 comparable financial institutions to be selected by the Compensation Committee not later than March 31 of the fiscal year for which the award may be earned. This peer group will be the same as that used by the Compensation Committee for executive compensation reviews. Average ROAA and ROAE of Peer Group: Determined based on published financial information of Peer Group as of December 31 of the fiscal year for which the award may be earned. Award Amounts: Upon the Corporation's attainment of the ROAA Target for the fiscal year: o CEO will be awarded restricted shares with an aggregate value equal to 5% of base salary. o Each EVP will be awarded restricted shares with an aggregate value equal to 2.5% of base salary. Upon the attainment by the Corporation of the ROAE Target for the fiscal year: o CEO will be awarded restricted shares with an aggregate value equal to 5% of base salary. o Each EVP will be awarded restricted shares with an aggregate value equal to 2.5% of base salary. Award Date: Awards will be made on the date the Board of Directors certifies the Corporation's ROAA and ROAE based on published financial data for the most recently completed fiscal year. Valuation of shares: The number of shares awarded will be based on the closing trading price per share of the Corporation's common stock on the NASDAQ Stock Exchange on the Award Date. The number of shares subject to an award will be rounded to the next highest whole number of shares. Vesting: One-third of the shares subject to each award will vest on the dates 12 months, 24 months and 36 months, respectively, after the date of the award provided the executive continues to employed by the Corporation until each such date, or, if earlier, upon a Change in Control or if termination of employment is due to death or Disability. EX-10.2 3 a5342795ex10_2.txt EXHIBIT 10.2 Exhibit 10.2 013fS.Y. BANCORP, INC. 2005 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT S.Y. Bancorp, Inc. (the "Company") grants as of _________________, 20___ (the "Grant Date") to ______________________________________ (the "Employee" or "you") the number of shares set forth below, of the common stock of the Company under the S.Y. Bancorp, Inc. 2005 Stock Incentive Plan (the "Plan") and the restricted stock program adopted on February 20, 2007, pursuant to the Plan. Copies of the Plan and the restricted stock program are attached, and any capitalized terms used but not defined in this Agreement shall have the meaning given them in the Plan. GRANT OF AWARD. Subject to the terms and conditions of this Agreement and the Plan, Company hereby grants to you a Restricted Stock Award in the amount of ____ shares of Stock (the "Shares"). These shares will be issued to you after you sign this Agreement, but are subject to forfeiture if you terminate employment with Company or its subsidiary, Stock Yards Bank. RESTRICTED PERIOD. One-third of the Shares vest on each one-year anniversary of the Grant Date stated above, provided you are still employed by the Company or Stock Yards Bank at the vesting date. However, your Shares will become 100% vested if there is a Change in Control of Company as defined in the Plan, or if you leave the employ of the Company or the Bank due to death or Disability, TAXATION OF AWARD. Your Shares will be taxable when they vest, at the value on the vesting date. See the attachment to this Agreement explaining your option to elect to instead include the value of the Shares in income by making an election within 30 days of the Grant Date. You may only choose this option if you make arrangements satisfactory to Company to pay the required withholding taxes due now if the election is made. Check below if you wish to make this election: ___ I elect to make an 83(b) tax election to include the value of Shares granted to me in income now. TRANSFER RESTRICTIONS. Until such time as the Shares become vested in accordance with schedule set forth above, the Shares shall not be transferred, pledged or disposed of except by will or the laws of descent and distribution, and are subject to forfeiture in accordance with this Agreement and the Plan. You shall have the right to receive dividends thereon during the Restricted Period, to vote the Restricted Stock and to enjoy all other stockholder rights with respect thereto, except that the Company shall retain custody of any certificates evidencing the Restricted Stock during the Restricted Period. ACKNOWLEDGMENTS. By signing below, you acknowledge that you have received copies of the Plan and the restricted stock program, and you hereby accept the Shares subject to all the terms and provisions of the Plan and the program. Nothing contained in the Plan, the program or this Agreement shall give you any rights to continued employment by the Company or Stock Yards Bank or interfere in any way with the right of Company or the Bank to terminate your employment or change your compensation at any time. S.Y. BANCORP, INC. ____________________________________ By:__________________________________ Employee Date: ______________________________ Date: _______________________________ Important Information About Section 83(b) Election to Include Value of Restricted Stock Grant in Income at Grant Date: As a recipient of a restricted stock grant under the S.Y. Bancorp, Inc. 2005 Stock Incentive Plan, you may make an election (called an "83(b) election") to recognize compensation income when the stock is granted, even though the stock is then subject to a risk of forfeiture (vesting). Making an 83(b) election causes current taxation of the fair market value of the stock granted, and withholding taxes are immediately due. If you make an 83(b) election, you must make arrangements satisfactory to the Company to pay those withholding taxes now. By making an 83(b) election, any later appreciation in the stock will be taxed as capital gain income, and your holding period for capital gain purposes will begin on the date of taxation. An 83(b) election must be made, if at all, within 30 days after the transfer of the stock to you. The downside of making an 83(b) election is that the election is irrevocable. Also, if you forfeit the stock, you will not receive any deduction for the amount previously included in income. To the extent an 83(b) election is not made, the Company will be treated as the owner of the stock that continues to be subject to restriction for tax purposes, so any dividends will be treated as compensation paid to you by the Company, and will therefore be subject to withholding and FICA and Medicare taxes. ELECTION TO INCLUDE VALUE OF RESTRICTED STOCK AWARD IN GROSS INCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE __________________________ [insert date] The undersigned hereby elects, under IRC Section 83(b) to include in gross income, as compensation for services, the excess of the fair market value at the time of transfer of the property described below over the amount paid for such property. The following information is supplied in accordance with Treasury Regulation ss.1.83-2(e): 1. The name, address and social security number of the undersigned: Name: __________________________________________________ Address: _______________________________________________ ________________________________________________________ ________________________________________________________ SSN: __________________________________ 2. The property with respect to which the election is being made is common stock of S.Y. Bancorp, Inc. 3. The property was transferred on _____________________________ [insert date]. The taxable year for which election is made is calendar year 20____. 4. The nature of the restrictions or risks of forfeiture to which the property is subject is that if the undersigned ceases to be employed by S.Y. Bancorp or its subsidiary, the unvested portion of the undersigned's restricted stock will be forfeited. The undersigned vests in the property at the rate of 33 1/3% on each anniversary of the grant date or upon a change in control as defined in the S.Y. Bancorp, Inc. 2005 Stock Incentive Plan. 5. The fair market value of property at the time of transfer (determined without regard to any lapse restriction) was $_____________. 6. The taxpayer received the property solely for the performance of services. 7. Copies of this statement have been have been furnished, as required by Reg 1.83-2(d), to S.Y. Bancorp, Inc. and its subsidiary for which the services were performed. __________________________________________ Instructions for Filing: File this statement within 30 days from the Grant Date with IRS at the address you will use to file your 1040 for the tax year involved as stated in item 3 above, AND file it with your tax return for that year. -----END PRIVACY-ENHANCED MESSAGE-----