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): March 6, 2014
 
 
 
1st Source Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Indiana
0-6233
35-1068133
(State or other jurisdiction of incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
 
 
 
100 North Michigan Street, South Bend, Indiana 46601
(Address of principal executive offices)     (Zip Code)
 
 
 
574-235-2000
(Registrant's telephone number, including area code)
 
 
 
Not Applicable
(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 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

1st Source Corporation (the "Company") entered into an amendment (effective February 6, 2014) to Section 13 of the previously filed employment agreements with:

•
Christopher J. Murphy III, Chairman of the Board and Chief Executive Officer of the Company and of the Company's subsidiary, 1st Source Bank (the "Bank");
•
Andrea G. Short, Senior Vice President and Chief Financial Officer of the Company and of the Bank;
•
John B. Griffith, Secretary and General Counsel of the Company and Executive Vice President, Secretary and General Counsel of the Bank; and
•
Steven J. Wessell, Executive Vice President of the Bank.

The amendment removes the excise tax gross-up provision associated with the two-trigger change-in-control severance benefit in the agreements. It replaces that provision with a provision that allows for a possible reduction of such severance payments to the extent reduction is advantageous for the executive after taking into account any applicable excise tax.

Copies of the amendments to the employment agreements are attached as exhibits hereto and incorporated herein by reference.

ITEM 9.01      Financial Statements and Exhibits.
 
Exhibit 10(a)(1):    Amendment to Employment Agreement dated January 1, 2008 between 1st Source Corporation and Christopher J. Murphy III

Exhibit 10(a)(2):    Amendment to Employment Agreement dated January 1, 2013 between 1st Source Corporation and Andrea G. Short

Exhibit 10(a)(3):    Amendment to Employment Agreement dated January 1, 2008 between 1st Source Corporation and John B. Griffith

Exhibit 10(a)(4):    Amendment to Employment Agreement dated June 1, 2011 between 1st Source Corporation and Steven J. Wessell


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 hereunto duly authorized.

 
 
1st SOURCE CORPORATION
 
 
(Registrant)
 
 
 
 
 
 
Date: March 12, 2014
 
/s/ John B. Griffith
 
 
John B. Griffith
 
 
Secretary and General Counsel




Exhibit 10(a)(1)

AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is made and effective as of February 6, 2014, by and between Christopher J. Murphy III (hereinafter “Executive”), and 1st Source Corporation, an Indiana corporation (hereinafter “Employer”).
WHEREAS, Executive is currently employed as the Chairman of the Board, President and Chief Executive Officer of Employer, and Chairman of the Board and Chief Executive Officer of Employer’s subsidiary, 1st Source Bank (hereinafter “Bank”) pursuant to that certain Employment Agreement dated as of January 1, 2008; and
WHEREAS, Executive and Employer have agreed to amend the Employment Agreement as provided below.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in the Agreement and this Amendment, Executive and Employer hereby agree that Section 13 of the Employment Agreement is hereby amended in its entirety as follows:
“13.      Possible Reduction in Payments
In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement, pursuant to another compensation or benefit program or otherwise ("Payments") would (a) constitute a "parachute payment" within the meaning of Section 280G of the Code and (b) but for this Section 13, be subject to the excise tax imposed by Section 4999 of the Code ("Excise Tax"), then such Payments shall either be (i) provided in full pursuant to the terms of this Agreement and any other plan, program or applicable agreement, or (ii) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax ("Reduced Amount"), whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax.
Unless the Employer and Executive otherwise agree in writing, any determination required under this Section 13 shall be made by independent tax counsel designated by the Employer and reasonably acceptable to Executive ("Independent Tax Counsel), whose determination shall be conclusive and binding upon Executive and the Employer for all purposes. For purposes of making the calculations required under this Section 13, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. The Employer and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section 13. The Employer shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 13. In the event that Section 13(b)(ii) above applies, then the Payments (including the accelerated vesting of equity compensation awards) otherwise to be received by Executive shall be eliminated or reduced in such order as produces




the most favorable economic effect to the Executive until the value (as calculated by Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to the Executive equals the Reduced Amount.
In the event the Internal Revenue Service adjusts the computation of the Independent Tax Counsel under this Section 13 so that the Executive did not receive the greatest net benefit, the Employer shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Employer, within 30 days after such adjustment.”
Except as provided herein, the terms of the Employment Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Employment Agreement as of the day and year first written above.
/s/ Christopher J. Murphy III
Christopher J. Murphy III


1st SOURCE CORPORATION
By:
/s/ Daniel B. Fitzpatrick
 
Daniel B. Fitzpartick, Chairman
 
Executive Compensation and
 
Human Resources Committee
 





Exhibit 10(a)(2)

AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is made and effective as of February 6, 2014, by and between Andrea G. Short (hereinafter “Executive”), and 1st Source Corporation, an Indiana corporation (hereinafter “Employer”).
WHEREAS, Executive is currently employed as the Senior Vice President and Chief Financial Officer of Employer and Employer’s subsidiary, 1st Source Bank (hereinafter “Bank”) pursuant to that certain Employment Agreement dated as of January 1, 2013; and
WHEREAS, Executive and Employer have agreed to amend the Employment Agreement as provided below.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in the Agreement and this Amendment, Executive and Employer hereby agree that Section 13 of the Employment Agreement is hereby amended in its entirety as follows:
“13.      Possible Reduction in Payments
In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement, pursuant to another compensation or benefit program or otherwise ("Payments") would (a) constitute a "parachute payment" within the meaning of Section 280G of the Code and (b) but for this Section 13, be subject to the excise tax imposed by Section 4999 of the Code ("Excise Tax"), then such Payments shall either be (i) provided in full pursuant to the terms of this Agreement and any other plan, program or applicable agreement, or (ii) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax ("Reduced Amount"), whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax.
Unless the Employer and Executive otherwise agree in writing, any determination required under this Section 13 shall be made by independent tax counsel designated by the Employer and reasonably acceptable to Executive ("Independent Tax Counsel), whose determination shall be conclusive and binding upon Executive and the Employer for all purposes. For purposes of making the calculations required under this Section 13, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. The Employer and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section 13. The Employer shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 13. In the event that Section 13(b)(ii) above applies, then the Payments (including the accelerated vesting of equity compensation awards) otherwise to be received by Executive shall be eliminated or reduced in such order as produces the most favorable economic effect to the Executive until the value (as calculated by




Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to the Executive equals the Reduced Amount.
In the event the Internal Revenue Service adjusts the computation of the Independent Tax Counsel under this Section 13 so that the Executive did not receive the greatest net benefit, the Employer shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Employer, within 30 days after such adjustment.”
Except as provided herein, the terms of the Employment Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Employment Agreement as of the day and year first written above.
/s/ Andrea G. Short
Andrea G. Short


1st SOURCE CORPORATION
By:
/s/ Christopher J. Murphy III
 
Christopher J. Murphy III
 
Chairman of the Board, President
 
and Chief Executive Officer
 





Exhibit 10(a)(3)

AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is made and effective as of February 6, 2014, by and between John B. Griffith (hereinafter “Executive”), and 1st Source Corporation, an Indiana corporation (hereinafter “Employer”).
WHEREAS, Executive is currently employed as the Secretary and General Counsel of Employer and the Executive Vice President, Secretary and General Counsel of Employer’s subsidiary, 1st Source Bank (hereinafter “Bank”) pursuant to that certain Employment Agreement dated as of January 1, 2008; and
WHEREAS, Executive and Employer have agreed to amend the Employment Agreement as provided below.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in the Agreement and this Amendment, Executive and Employer hereby agree that Section 13 of the Employment Agreement is hereby amended in its entirety as follows:
“13.      Possible Reduction in Payments
In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement, pursuant to another compensation or benefit program or otherwise ("Payments") would (a) constitute a "parachute payment" within the meaning of Section 280G of the Code and (b) but for this Section 13, be subject to the excise tax imposed by Section 4999 of the Code ("Excise Tax"), then such Payments shall either be (i) provided in full pursuant to the terms of this Agreement and any other plan, program or applicable agreement, or (ii) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax ("Reduced Amount"), whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax.
Unless the Employer and Executive otherwise agree in writing, any determination required under this Section 13 shall be made by independent tax counsel designated by the Employer and reasonably acceptable to Executive ("Independent Tax Counsel), whose determination shall be conclusive and binding upon Executive and the Employer for all purposes. For purposes of making the calculations required under this Section 13, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. The Employer and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section 13. The Employer shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 13. In the event that Section 13(b)(ii) above applies, then the Payments (including the accelerated vesting of equity compensation awards) otherwise to be received by Executive shall be eliminated or reduced in such order as produces the most favorable economic effect to the Executive until the value (as calculated by




Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to the Executive equals the Reduced Amount.
In the event the Internal Revenue Service adjusts the computation of the Independent Tax Counsel under this Section 13 so that the Executive did not receive the greatest net benefit, the Employer shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Employer, within 30 days after such adjustment.”
Except as provided herein, the terms of the Employment Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Employment Agreement as of the day and year first written above.
/s/ John B. Griffith
John B. Griffith


1st SOURCE CORPORATION
By:
/s/ Christopher J. Murphy III
 
Christopher J. Murphy III
 
Chairman of the Board, President
 
and Chief Executive Officer





Exhibit 10(a)(4)

AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is made and effective as of February 6, 2014, by and between Steven J. Wessell (hereinafter “Executive”), and 1st Source Corporation, an Indiana corporation (hereinafter “Employer”).
WHEREAS, Executive is currently employed as the Executive Vice President of Employer’s subsidiary, lst Source Bank (hereinafter “Bank”) pursuant to that certain Employment Agreement dated as of June 1, 2011; and
WHEREAS, Executive and Employer have agreed to amend the Employment Agreement as provided below.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in the Agreement and this Amendment, Executive and Employer hereby agree that Section 13 of the Employment Agreement is hereby amended in its entirety as follows:
“13.      Possible Reduction in Payments
In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement, pursuant to another compensation or benefit program or otherwise ("Payments") would (a) constitute a "parachute payment" within the meaning of Section 280G of the Code and (b) but for this Section 13, be subject to the excise tax imposed by Section 4999 of the Code ("Excise Tax"), then such Payments shall either be (i) provided in full pursuant to the terms of this Agreement and any other plan, program or applicable agreement, or (ii) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax ("Reduced Amount"), whichever of the foregoing amounts, taking into account the applicable federal, state and local income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax.
Unless the Employer and Executive otherwise agree in writing, any determination required under this Section 13 shall be made by independent tax counsel designated by the Employer and reasonably acceptable to Executive ("Independent Tax Counsel), whose determination shall be conclusive and binding upon Executive and the Employer for all purposes. For purposes of making the calculations required under this Section 13, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. The Employer and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section 13. The Employer shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 13. In the event that Section 13(b)(ii) above applies, then the Payments (including the accelerated vesting of equity compensation awards) otherwise to be received by Executive shall be eliminated or reduced in such order as produces the most favorable economic effect to the Executive until the value (as calculated by




Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to the Executive equals the Reduced Amount.
In the event the Internal Revenue Service adjusts the computation of the Independent Tax Counsel under this Section 13 so that the Executive did not receive the greatest net benefit, the Employer shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Employer, within 30 days after such adjustment.”
Except as provided herein, the terms of the Employment Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Employment Agreement as of the day and year first written above.
/s/ Steven J. Wessell
Steven J. Wessell


1st SOURCE CORPORATION
By:
/s/ Christopher J. Murphy III
 
Christopher J. Murphy III
 
Chairman of the Board, President
 
and Chief Executive Officer