-----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, PxZq9ZC/aKHGT0j8n6fJ4tk7KFPoI9AwIUpXo+YldCuvGYW8MF1a936rVMyET4yM UeOWuUUj3lu71dudv4Nx8A== 0000916480-05-000064.txt : 20050414 0000916480-05-000064.hdr.sgml : 20050414 20050414152134 ACCESSION NUMBER: 0000916480-05-000064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050412 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050414 DATE AS OF CHANGE: 20050414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSB HOLDINGS INC /WI/ CENTRAL INDEX KEY: 0000948368 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391804877 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26480 FILM NUMBER: 05750659 BUSINESS ADDRESS: STREET 1: 1905 WEST STEWART AVE CITY: WAUSAU STATE: WI ZIP: 54401 BUSINESS PHONE: 7158422191 MAIL ADDRESS: STREET 1: P.O. BOX 1686 CITY: WAUSAU STATE: WI ZIP: 54402-1686 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLES STATE BANK /WI/ DATE OF NAME CHANGE: 19950721 8-K 1 psb8k41405.txt PSB 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 _________________________ Date of Report (date of earliest event reported): APRIL 12, 2005 PSB HOLDINGS, INC. (Exact name of registrant as specified in its charter) WISCONSIN 0-26480 39-1804877 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) 1905 W. STEWART AVENUE WAUSAU, WI 54401 (Address of principal executive offices, including Zip Code) (715) 842-2191 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 23.425) * 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)) INFORMATION TO BE INCLUDED IN THE REPORT SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On April 12, 2005, the Company's bank subsidiary (the "Bank") took action with respect to the employment arrangements and welfare benefits of the executive officers of the Company. The Bank entered into amended employment agreements with David K. Kopperud, President of the Company, and David A. Svacina, Vice President, which were technical in nature and were made solely to comply with the provisions of the new Internal Revenue Code Section 409A as it relates to the possible payment of severance benefits under the agreements in the event of early termination of the agreements by the Bank. The Bank also entered into an amendment of the employment agreement with Scott M. Cattanach, Treasurer of the Company, to comply with the provisions of Code Section 409A. In addition, the term of Mr. Cattanach's agreement was revised so that it now provides for an initial term of employment ending on March 31, 2008, with automatic extensions of one month following the close of each calendar month until either party notifies the other that the contract will no longer be extended or Mr. Cattanach reaches age 62. The effect of this provision is to maintain a continuing three-year agreement which will terminate at Mr. Cattanach's death, age 65, or three years after notice of nonextension is given. The Board of Directors of the Bank also approved the termination of the Bank's Post Retirement Health Care Benefits Plan which previously covered approximately 30 current officers of the Bank. Retirees under the plans were not affected by this action. The Board approved individual arrangements under which Mr. Kopperud and Mr. Svacina will be entitled to receive 25% of health insurance premiums following retirement at age 62, with benefits continuing until the later of age 65 or qualification for Medicare coverage. 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. PSB HOLDINGS, INC. Date: April 14, 2005 By: SCOTT M. CATTANACH Scott M. Cattanach Treasurer -2- EXHIBIT INDEX TO FORM 8-K OF PSB HOLDINGS, INC. DATED APRIL 12, 2005 Pursuant to Section 102(d) of Regulation S-T (17 C.F.R. Section 232.102(d)) 10.1* AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF DAVID K. KOPPERUD 10.2* AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF DAVID A. SVACINA 10.3* AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF SCOTT M. CATTANACH * Denotes Executive Compensation Plans and Arrangements. -3- EX-10.1 3 psbex1018k414.txt PSB EXHIBIT 10.1 - AMENDMENT NO. 1 - DAVID K. KOPPERUD Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF DAVID K. KOPPERUD This agreement is entered into as of this 13th day of April, 2005 and constitutes an amendment ("Amendment No. 1") to that certain employment agreement (the "Agreement") dated January 1, 2003, by and between Peoples State Bank, Wausau, Wisconsin, a Wisconsin banking corporation (the "Bank"), and David K. Kopperud, of Wausau, Wisconsin ("Mr. Kopperud"). WHEREAS, the Bank and Mr. Kopperud wish to amend the Agreement in order to avoid unintended and adverse income tax consequences to Mr. Kopperud; The parties agree as follows: 1. Defined Terms. Each term, when used in this Amendment No. 1, shall have the same meaning as such term in the Agreement. 2. Term. Paragraph 2 of the Agreement shall be amended to read as follows: 2. Term. The term of this agreement shall commence on January 1, 2003 (the "Commencement Date") and shall end at midnight on the Expiration Date. For purposes of this agreement, the term "Expiration Date" shall mean the first to occur of (a) the date of Mr. Kopperud's death, or (b) the later of (1) the third anniversary of the Commencement Date and (2) the date to which the term of this agreement has most recently been extended pursuant to the following sentence. On the last day of each calendar month which commences on or after the Commencement Date, the term of this agreement shall automatically be extended for one calendar month; provided, however, that automatic extensions of the term of this agreement (and, consequently, the Expiration Date) pursuant to this sentence shall cease on the first to occur of (x) either the Bank or Mr. Kopperud giving to the other, at any time on or after the Commencement Date, a written notice that no, or no further, as the case may be, automatic extensions of the term of this agreement shall thereafter occur, but the giving of such a notice shall not affect any previous extensions, or (y) Mr. Kopperud's 62nd birthday. The term "Term of Employment" shall mean the period beginning on the Commencement Date and ending on the earlier of the Expiration Date or the date on which Mr. Kopperud's employment is terminated pursuant to paragraphs 5 or 8; provided, however, that for purposes of Mr. Kopperud's entitlement to any severance benefit pursuant to such paragraphs, Mr. Kopperud shall be deemed to have incurred a termination of employment with the Bank only on such date on which his employment has been terminated by the Bank, each other member of the controlled group of corporations of which the Bank is a member, and each other entity under common control with the Bank, and has thereby incurred a separation from service within the meaning of Code Section 409A(a)(2)(A) (a "Separation from Service"). -1- 3. Definition of "Key Employee". For purposes of this Amendment No. 1, the term "Key Employee" means each person who is a "key employee" within the meaning of Code Section 416(i). 4. Payment of Severance Benefits. Notwithstanding any other provision of the Agreement to the contrary, in no event shall the severance benefit to which Mr. Kopperud may become entitled under the terms of paragraph 5(b) in the event of his termination for a reason other than good cause or the severance benefit to which Mr. Kopperud may become entitled under the terms of paragraph 8 in the event of his termination of employment for Good Reason be paid to Mr. Kopperud until the date on which he has incurred a Separation from Service; provided, however, that in the event Mr. Kopperud was a Key Employee as of the date of his Separation from Service, no severance benefit shall be paid to him until the date which is not less than six months after the date of such Separation from Service. 5. Ratification of Employment Agreement. Except as otherwise provided in paragraphs 2, 3 and 4 of this Amendment No. 1, all terms of the Agreement are hereby ratified and confirmed and remain in full force and effect. IN WITNESS WHEREOF, the Bank and Mr. Kopperud have caused this instrument to be executed as of the date first written above. PEOPLES STATE BANK By: DAVID A. SVACINA David A. Svacina As its Executive Vice President DAVID K. KOPPERUD David K. Kopperud -2- EX-10.2 4 psbex1028k414.txt PSB EXHIBIT 10.2 - AMENDMENT NO. 1 - DAVID A. SVACINA Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF DAVID A. SVACINA This agreement is entered into as of this 13th day of April, 2005 and constitutes an amendment ("Amendment No. 1") to that certain employment agreement (the "Agreement") dated January 1, 2003, by and between Peoples State Bank, Wausau, Wisconsin, a Wisconsin banking corporation (the "Bank"), and David A. Svacina, of Wausau, Wisconsin ("Mr. Svacina"). WHEREAS, the Bank and Mr. Svacina wish to amend the Agreement in order to avoid unintended and adverse income tax consequences to Mr. Svacina; The parties agree as follows: 1. Defined Terms. Each term, when used in this Amendment No. 1, shall have the same meaning as such term in the Agreement. 2. Term. Paragraph 2 of the Agreement shall be amended to read as follows: 2. Term. The term of this agreement shall commence on January 1, 2003 (the "Commencement Date") and shall end at midnight on the Expiration Date. For purposes of this agreement, the term "Expiration Date" shall mean the first to occur of (a) the date of Mr. Svacina's death, or (b) the later of (1) the third anniversary of the Commencement Date and (2) the date to which the term of this agreement has most recently been extended pursuant to the following sentence. On the last day of each calendar month which commences on or after the Commencement Date, the term of this agreement shall automatically be extended for one calendar month; provided, however, that automatic extensions of the term of this agreement (and, consequently, the Expiration Date) pursuant to this sentence shall cease on the first to occur of (x) either the Bank or Mr. Svacina giving to the other, at any time on or after the Commencement Date, a written notice that no, or no further, as the case may be, automatic extensions of the term of this agreement shall thereafter occur, but the giving of such a notice shall not affect any previous extensions, or (y) Mr. Svacina's 62nd birthday. The term "Term of Employment" shall mean the period beginning on the Commencement Date and ending on the earlier of the Expiration Date or the date on which Mr. Svacina's employment is terminated pursuant to paragraphs 5 or 8; provided, however, that for purposes of Mr. Svacina's entitlement to any severance benefit pursuant to such paragraphs, Mr. Svacina shall be deemed to have incurred a termination of employment with the Bank only on such date on which his employment has been terminated by the Bank, each other member of the controlled group of corporations of which the Bank is a member, and each other entity under common control with the Bank, and has thereby incurred a separation from service within the meaning of Code Section 409A(a)(2)(A) (a "Separation from Service"). -1- 3. Definition of "Key Employee". For purposes of this Amendment No. 1, the term "Key Employee" means each person who is a "key employee" within the meaning of Code Section 416(i). 4. Payment of Severance Benefits. Notwithstanding any other provision of the Agreement to the contrary, in no event shall the severance benefit to which Mr. Svacina may become entitled under the terms of paragraph 5(b) in the event of his termination for a reason other than good cause or the severance benefit to which Mr. Svacina may become entitled under the terms of paragraph 8 in the event of his termination of employment for Good Reason be paid to Mr. Svacina until the date on which he has incurred a Separation from Service; provided, however, that in the event Mr. Svacina was a Key Employee as of the date of his Separation from Service, no severance benefit shall be paid to him until the date which is not less than six months after the date of such Separation from Service. 5. Ratification of Employment Agreement. Except as otherwise provided in paragraphs 2, 3 and 4 of this Amendment No. 1, all terms of the Agreement are hereby ratified and confirmed and remain in full force and effect. IN WITNESS WHEREOF, the Bank and Mr. Svacina have caused this instrument to be executed as of the date first written above. PEOPLES STATE BANK By: DAVID K. KOPPERUD David K. Kopperud As its President DAVID A. SVACINA David A. Svacina -2- EX-10.3 5 psbex1038k414.txt PSB EXHIBIT 10.3 - AMENDMENT NO. 1 - SCOTT M. CATTANACH Exhibit 10.3 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT OF SCOTT M. CATTANACH This agreement is entered into as of this 13th day of April, 2005 and constitutes an amendment ("Amendment No. 1") to that certain employment agreement (the "Agreement") dated April 10, 2003, by and between Peoples State Bank, Wausau, Wisconsin, a Wisconsin banking corporation (the "Bank"), and Scott M. Cattanach, of Wausau, Wisconsin ("Mr. Cattanach"). WHEREAS, the Bank and Mr. Cattanach wish to amend the Agreement in order to extend the term of the Agreement and to avoid unintended and adverse income tax consequences to Mr. Cattanach; The parties agree as follows: 1. Defined Terms. Each term, when used in this Amendment No. 1, shall have the same meaning as such term in the Agreement. 2. Term. Paragraph 2 of the Agreement shall be amended to read as follows: 2. Term. The term of this agreement shall commence on the Commencement Date and shall end at midnight on the Expiration Date. For purposes of this agreement, the term "Expiration Date" shall mean the first to occur of (a) the date of Mr. Cattanach's death, or (b) the later of (1) March 31, 2008, and (2) the date to which the term of this agreement has most recently been extended pursuant to the following sentence. On the last day of each calendar month which commences on or after March 31, 2005, the term of this agreement shall automatically be extended for one calendar month; provided, however, that automatic extensions of the term of this agreement (and, consequently, the Expiration Date) pursuant to this sentence shall cease on the first to occur of (x) either the Bank or Mr. Cattanach giving to the other, at any time on or after March 31, 2005, a written notice that no, or no further, as the case may be, automatic extensions of the term of this agreement shall thereafter occur, but the giving of such a notice shall not affect any previous extensions, or (y) Mr. Cattanach's 62nd birthday. The term "Term of Employment" shall mean the period beginning on the Commencement Date and ending on the earlier of the Expiration Date or the date on which Mr. Cattanach's employment is terminated pursuant to paragraphs 5 or 8; provided, however, that for purposes of Mr. Cattanach's entitlement to any severance benefit pursuant to such paragraphs, Mr. Cattanach shall be deemed to have incurred a termination of employment with the Bank only on such date on which his employment has been terminated by the Bank, each other member of the controlled group of corporations of which the Bank is a member, and each other entity under common control with the Bank, and has thereby incurred a separation from service within the meaning of Code Section 409A(a)(2)(A) (a "Separation from Service"). -1- 3. Definition of "Key Employee". For purposes of this Amendment No. 1, the term "Key Employee" means each person who is a "key employee" within the meaning of Code Section 416(i). 4. Payment of Severance Benefits. Notwithstanding any other provision of the Agreement to the contrary, in no event shall the severance benefit to which Mr. Cattanach may become entitled under the terms of paragraph 5(b) in the event of his termination for a reason other than good cause or the severance benefit to which Mr. Cattanach may become entitled under the terms of paragraph 8 in the event of his termination of employment for Good Reason be paid to Mr. Cattanach until the date on which he has incurred a Separation from Service; provided, however, that in the event Mr. Cattanach was a Key Employee as of the date of his Separation from Service, no severance benefit shall be paid to him until the date which is not less than six months after the date of such Separation from Service. 5. Ratification of Employment Agreement. Except as otherwise provided in paragraphs 2, 3 and 4 of this Amendment No. 1, all terms of the Agreement are hereby ratified and confirmed and remain in full force and effect. IN WITNESS WHEREOF, the Bank and Mr. Cattanach have caused this instrument to be executed as of the date first written above. PEOPLES STATE BANK By: DAVID A. SVACINA David A. Svacina As its Executive Vice President SCOTT M. CATTANACH Scott M. Cattanach -2- -----END PRIVACY-ENHANCED MESSAGE-----