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 15, 2006
REPUBLIC BANCORP, INC.
(Exact Name of Registrant as specified in Charter)
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Kentucky |
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0-24649 |
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61-0862051 |
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(State or other
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(Commission
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(IRS Employer
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601 West Market Street, Louisville, Kentucky |
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40202 |
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(Address of principal executive offices) |
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(Zip code) |
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(502)
584-3600
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Item 1.01 Entry into a Material Definitive Agreement.
Republic Bancorp, Inc. (“Company”), and its wholly owned banking subsidiary, Republic Bank & Trust Company (“Bank”) have approved separate Modification Agreements (collectively, “Modifications”) to Officer Compensation Continuation Agreements (collectively, “Agreements”) with Steven E. Trager, A. Scott Trager, Bill Petter, David Vest and Kevin Sipes (collectively, “Executives”). Each Modification conforms the Agreement to recent changes in law enacted under section 409A of the Internal Revenue Code of 1986, as amended, and generally provides that payments under an Agreement to an Executive who is a “key employee” may not commence earlier than six months following the Executive’s separation from service from the Bank (and the Company). The initial payment to an Executive will include any make up payments that would have been made to the Executive but for the delay due to the Executive’s status a “key employee.” In other respects, the original Agreements continue in effect, without change. Copies of the Modifications are attached as exhibits hereto and this summary is qualified in its entirety by reference to the Modifications.
The Kevin Sipes Agreement calls for a lump sum payment (rather than continuation periodic compensation payments). Consequently, the Modification for Kevin Sipes provides that his lump sum will not be paid earlier than six months following his separation from service.
In addition, the Company’s Compensation Committee met on February 15, 2006 and formally approved 2006 executive salaries, 2005 bonuses payable March 2006, and 2006 bonus potential payable in March 2007. The 2006 bonus potential payout is subject to the Company’s achievement of budgeted gross income goals and the approval of the Company’s Compensation Committee. Presented below is a comparative chart reflecting the decisions of the Company’s Compensation Committee:
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2005
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2004 Bonus
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2006
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2005 Bonus
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2006 Bonus
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Bernard Trager |
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$ |
587,000.00 |
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$ |
175,000.00 |
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$ |
587,000.00 |
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$ |
105,000.00 |
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$ |
175,000.00 |
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Steve Trager |
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$ |
296,000.00 |
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$ |
185,000.00 |
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$ |
296,000.00 |
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$ |
111,000.00 |
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$ |
185,000.00 |
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Scott Trager |
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$ |
286,000.00 |
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$ |
175,000.00 |
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$ |
286,000.00 |
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$ |
122,500.00 |
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$ |
175,000.00 |
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Bill Petter |
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$ |
275,000.00 |
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$ |
100,000.00 |
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$ |
275,000.00 |
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$ |
90,000.00 |
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$ |
175,000.00 |
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David Vest |
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$ |
210,000.00 |
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$ |
125,000.00 |
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$ |
210,000.00 |
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$ |
65,000.00 |
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$ |
125,000.00 |
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Kevin Sipes |
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$ |
200,000.00 |
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$ |
75,000.00 |
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$ |
210,000.00 |
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$ |
52,500.00 |
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$ |
85,000.00 |
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Item 9.01 Financial Statements and Exhibits.
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Exhibit |
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Description |
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10.1 |
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Steven E. Trager Modification to Officer Compensation Continuation Agreement |
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10.2 |
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A. Scott Trager Modification to Officer Compensation Continuation Agreement |
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10.3 |
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Bill Petter Modification to Officer Compensation Continuation Agreement |
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10.4 |
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David Vest Modification to Officer Compensation Continuation Agreement |
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10.5 |
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Kevin Sipes Modification to Officer Compensation Continuation 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.
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REPUBLIC BANCORP, INC. |
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Date: February 20, 2006 |
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/s/ Kevin Sipes |
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Kevin Sipes |
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Executive Vice
President,
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EXHIBIT 10.1
MODIFICATION TO
REPUBLIC BANCORP, INC.
REPUBLIC BANK & TRUST COMPANY
OFFICER COMPENSATION CONTINUATION AGREEMENT
FOR IRC SECTION 409A
THIS MODIFICATION to the Officer Compensation Continuation Agreement dated as of the 12 th day of January, 1995 (“Agreement”) by and between REPUBLIC BANCORP, INC . (“Company”), REPUBLIC BANK & TRUST COMPANY (“Bank”) and STEVEN E. TRAGER (“Executive”) revises the Agreement so as to conform to section 409A of the Internal Revenue Code of 1986, as amended. The parties agree to modify the Agreement as follows:
A.
Effective January 1, 2005, the introductory paragraph (and only the introductory paragraph) of Section 3.4 of the Agreement is hereby deleted and the following inserted in lieu thereof:
3.4 Compensation Upon Termination . If during a Contract Period the Executive’s employment shall be terminated by the Bank other than pursuant to death or for Cause, or if the Executive shall terminate his employment for Good Reason, then the Company shall continue to pay, or the Company shall cause the Bank to continue to pay, for the remainder of the Contract Period, the Executive’s Compensation in the same manner as if employment had not terminated; provided, however , that if the Executive is a “key employee” within the meaning of Section 416(i) (but without regard to Section 416(i)(5)) of the Internal Revenue Code of 1986, as amended, at any time during the calendar year in which occurs the Executive’s separation from service from the Bank (and the Company), and stock of the Company is publicly traded on an established securities market or otherwise as of the date of the Executive’s separation from service from the Bank (and the Company), such payments to the Executive shall not commence earlier than six months following the date of the Executive’s separation from service from the Bank (and the Company). In the event of such delay, the initial payment to the Executive shall include amounts that previously would have been paid to the Executive under this Section 3.4, but for the delay on account of the Executive’s status as a “key employee.”
B.
Except as specifically modified above, the Agreement shall remain unchanged and, as modified herein, shall continue in full force and effect. This Modification shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. The validity, interpretation, construction and performance of this Modification shall be governed by the laws of the Commonwealth of Kentucky.
IN WITNESS WHEREOF , the Company and the Bank, by their duly authorized officers, and the Executive have caused this Modification to the Agreement to be executed this 15 th day of February, 2006, but to be effective as of January 1, 2005.
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REPUBLIC BANCORP, INC. |
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REPUBLIC BANK & TRUST COMPANY |
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By: |
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STEVEN E. TRAGER |
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EXHIBIT 10.2
MODIFICATION TO
REPUBLIC BANCORP, INC.
REPUBLIC BANK & TRUST COMPANY
OFFICER COMPENSATION CONTINUATION AGREEMENT
FOR IRC SECTION 409A
THIS MODIFICATION to the Officer Compensation Continuation Agreement dated as of the 12 th day of January, 1995 (“Agreement”) by and between REPUBLIC BANCORP, INC . (“Company”), REPUBLIC BANK & TRUST COMPANY (“Bank”) and A. SCOTT TRAGER (“Executive”) revises the Agreement so as to conform to section 409A of the Internal Revenue Code of 1986, as amended. The parties agree to modify the Agreement as follows:
A.
Effective January 1, 2005, the introductory paragraph (and only the introductory paragraph) of Section 3.4 of the Agreement is hereby deleted and the following inserted in lieu thereof:
3.4 Compensation Upon Termination . If during a Contract Period the Executive’s employment shall be terminated by the Bank other than pursuant to death or for Cause, or if the Executive shall terminate his employment for Good Reason, then the Company shall continue to pay, or the Company shall cause the Bank to continue to pay, for the remainder of the Contract Period, the Executive’s Compensation in the same manner as if employment had not terminated; provided, however , that if the Executive is a “key employee” within the meaning of Section 416(i) (but without regard to Section 416(i)(5)) of the Internal Revenue Code of 1986, as amended, at any time during the calendar year in which occurs the Executive’s separation from service from the Bank (and the Company), and stock of the Company is publicly traded on an established securities market or otherwise as of the date of the Executive’s separation from service from the Bank (and the Company), such payments to the Executive shall not commence earlier than six months following the date of the Executive’s separation from service from the Bank (and the Company). In the event of such delay, the initial payment to the Executive shall include amounts that previously would have been paid to the Executive under this Section 3.4, but for the delay on account of the Executive’s status as a “key employee.”
B.
Except as specifically modified above, the Agreement shall remain unchanged and, as modified herein, shall continue in full force and effect. This Modification shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. The validity, interpretation, construction and performance of this Modification shall be governed by the laws of the Commonwealth of Kentucky.
IN WITNESS WHEREOF , the Company and the Bank, by their duly authorized officers, and the Executive have caused this Modification to the Agreement to be executed this 15 th day of February, 2006, but to be effective as of January 1, 2005.
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REPUBLIC BANCORP, INC. |
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REPUBLIC BANK & TRUST COMPANY |
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A. SCOTT TRAGER |
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EXHIBIT 10.3
MODIFICATION TO
REPUBLIC BANCORP, INC.
REPUBLIC BANK & TRUST COMPANY
OFFICER COMPENSATION CONTINUATION AGREEMENT
FOR IRC SECTION 409A
THIS MODIFICATION to the Officer Compensation Continuation Agreement dated as of the 12 th day of January, 1995 (“Agreement”) by and between REPUBLIC BANCORP, INC . (“Company”), REPUBLIC BANK & TRUST COMPANY (“Bank”) and BILL PETTER (“Executive”) revises the Agreement so as to conform to section 409A of the Internal Revenue Code of 1986, as amended. The parties agree to modify the Agreement as follows:
A.
Effective January 1, 2005, the introductory paragraph (and only the introductory paragraph) of Section 3.4 of the Agreement is hereby deleted and the following inserted in lieu thereof:
3.4 Compensation Upon Termination . If during a Contract Period the Executive’s employment shall be terminated by the Bank other than pursuant to death or for Cause, or if the Executive shall terminate his employment for Good Reason, then the Company shall continue to pay, or the Company shall cause the Bank to continue to pay, for the remainder of the Contract Period, the Executive’s Compensation in the same manner as if employment had not terminated; provided, however , that if the Executive is a “key employee” within the meaning of Section 416(i) (but without regard to Section 416(i)(5)) of the Internal Revenue Code of 1986, as amended, at any time during the calendar year in which occurs the Executive’s separation from service from the Bank (and the Company), and stock of the Company is publicly traded on an established securities market or otherwise as of the date of the Executive’s separation from service from the Bank (and the Company), such payments to the Executive shall not commence earlier than six months following the date of the Executive’s separation from service from the Bank (and the Company). In the event of such delay, the initial payment to the Executive shall include amounts that previously would have been paid to the Executive under this Section 3.4, but for the delay on account of the Executive’s status as a “key employee.”
B.
Except as specifically modified above, the Agreement shall remain unchanged and, as modified herein, shall continue in full force and effect. This Modification shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. The validity, interpretation, construction and performance of this Modification shall be governed by the laws of the Commonwealth of Kentucky.
IN WITNESS WHEREOF , the Company and the Bank, by their duly authorized officers, and the Executive have caused this Modification to the Agreement to be executed this 15 th day of February, 2006, but to be effective as of January 1, 2005.
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REPUBLIC BANCORP, INC. |
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REPUBLIC BANK & TRUST COMPANY |
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BILL PETTER |
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EXHIBIT 10.4
MODIFICATION TO
REPUBLIC BANCORP, INC.
REPUBLIC BANK & TRUST COMPANY
OFFICER COMPENSATION CONTINUATION AGREEMENT
FOR IRC SECTION 409A
THIS MODIFICATION to the Officer Compensation Continuation Agreement dated as of the 12 th day of January, 1995 (“Agreement”) by and between REPUBLIC BANCORP, INC . (“Company”), REPUBLIC BANK & TRUST COMPANY (“Bank”) and DAVID VEST (“Executive”) revises the Agreement so as to conform to section 409A of the Internal Revenue Code of 1986, as amended. The parties agree to modify the Agreement as follows:
A.
Effective January 1, 2005, the introductory paragraph (and only the introductory paragraph) of Section 3.4 of the Agreement is hereby deleted and the following inserted in lieu thereof:
3.4 Compensation Upon Termination . If during a Contract Period the Executive’s employment shall be terminated by the Bank other than pursuant to death or for Cause, or if the Executive shall terminate his employment for Good Reason, then the Company shall continue to pay, or the Company shall cause the Bank to continue to pay, for the remainder of the Contract Period, the Executive’s Compensation in the same manner as if employment had not terminated; provided, however , that if the Executive is a “key employee” within the meaning of Section 416(i) (but without regard to Section 416(i)(5)) of the Internal Revenue Code of 1986, as amended, at any time during the calendar year in which occurs the Executive’s separation from service from the Bank (and the Company), and stock of the Company is publicly traded on an established securities market or otherwise as of the date of the Executive’s separation from service from the Bank (and the Company), such payments to the Executive shall not commence earlier than six months following the date of the Executive’s separation from service from the Bank (and the Company). In the event of such delay, the initial payment to the Executive shall include amounts that previously would have been paid to the Executive under this Section 3.4, but for the delay on account of the Executive’s status as a “key employee.”
B.
Except as specifically modified above, the Agreement shall remain unchanged and, as modified herein, shall continue in full force and effect. This Modification shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. The validity, interpretation, construction and performance of this Modification shall be governed by the laws of the Commonwealth of Kentucky.
IN WITNESS WHEREOF , the Company and the Bank, by their duly authorized officers, and the Executive have caused this Modification to the Agreement to be executed this 15 th day of February, 2006, but to be effective as of January 1, 2005.
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REPUBLIC BANCORP, INC. |
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REPUBLIC BANK & TRUST COMPANY |
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DAVID VEST |
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EXHIBIT 10.5
MODIFICATION TO
REPUBLIC BANCORP, INC.
REPUBLIC BANK & TRUST COMPANY
OFFICER COMPENSATION CONTINUATION AGREEMENT
FOR IRC SECTION 409A
THIS MODIFICATION to the Officer Compensation Continuation Agreement dated as of the 15 th day of June, 2001 (“Agreement”) by and between REPUBLIC BANCORP, INC . (“Company”), REPUBLIC BANK & TRUST COMPANY (“Bank”) and KEVIN SIPES (“Executive”) revises the Agreement so as to conform to section 409A of the Internal Revenue Code of 1986, as amended. The parties agree to modify the Agreement as follows:
A.
Effective January 1, 2005, the introductory paragraph (and only the introductory paragraph) of Section 3.4 of the Agreement is hereby deleted and the following inserted in lieu thereof:
3.4 Compensation Upon Termination . If during a Contract Period the Executive’s employment shall be terminated by the Bank other than pursuant to death or for Cause, or if the Executive shall terminate his employment for Good Reason, then the Company shall pay, or the Company shall cause the Bank to pay, to the Executive as severance compensation in a lump sum (discounted to present value using the interest rate applicable to a three year certificate of deposit at Republic Bank & Trust Company) on the fifth day following the Date of Termination; provided, however , that if the Executive is a “key employee” within the meaning of Section 416(i) (but without regard to Section 416(i)(5)) of the Internal Revenue Code of 1986, as amended, at any time during the calendar year in which occurs the Executive’s separation from service from the Bank (and the Company), and stock of the Company is publicly traded on an established securities market or otherwise as of the date of the Executive’s separation from service from the Bank (and the Company), such severance compensation payable in a lump sum to the Executive shall not be paid earlier than six months following the date of the Executive’s separation from service from the Bank (and the Company) and shall be discounted to present value using the interest rate applicable to a three year certificate of deposit at Republic Bank & Trust Company on the delayed payment date:
B.
Except as specifically modified above, the Agreement shall remain unchanged and, as modified herein, shall continue in full force and effect. This Modification shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. The validity, interpretation, construction and performance of this Modification shall be governed by the laws of the Commonwealth of Kentucky.
IN WITNESS WHEREOF , the Company and the Bank, by their duly authorized officers, and the Executive have caused this Modification to the Agreement to be executed this 15 th day of February, 2006, but to be effective as of January 1, 2005.
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REPUBLIC BANCORP, INC. |
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REPUBLIC BANK & TRUST COMPANY |
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KEVIN SIPES |
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