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):  November 19, 2013
 
S.Y. BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
 
Kentucky
(State or other jurisdiction of
incorporation or organization)
1-13661
(Commission File Number)
61-1137529
(I.R.S. Employer
Identification No.)
 
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 CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 
On November 19, 2013, the Board of Directors of S.Y. Bancorp, Inc. approved a change in how equity compensation will be granted to Board members, and amendments to the S.Y. Bancorp, Inc. 2005 Stock Incentive Plan (the "Stock Plan") and the Director Nonqualified Deferred Compensation Plan (the "Deferral Plan") that, taken together, will allow directors of the Company and its subsidiary bank to defer taxation on the value of stock granted as part of their director compensation.
 
In the past, the Company has granted to each non-employee director shares of restricted common stock that vested and became transferrable 12 months following its grant, with any dividends paid on such stock in the 12-month restricted period being paid to the grantee/director.  Under the amended equity award policy for directors, the Board intends to make future non-employee director equity awards in the form of restricted stock units ("RSUs") rather than immediate transfer of restricted stock.  The RSUs will generally entitle directors to be issued a number of unrestricted, transferrable shares of the company's common stock 12 months following the grant date, if then still in board service, equal to the number of RSUs awarded, plus a cash payment equal to any dividends paid in the preceding12 months on that number of shares.

The Stock Plan previously did not allow elective deferral of receipt of equity awards.  The amendment that the Board approved will allow directors to elect to defer receipt of stock and dividends when an RSU vests by timely designating (before the year of RSU grant) that that stock and cash be credited to a company stock fund under the Deferral Plan.  Complimentary amendments were approved for the Deferral Plan to provide an accounting mechanism for the future benefits to be paid based on the delivery of such stock and dividends when issued under an RSU.

The foregoing description of the types of equity awards that will be issued to directors in the future, and the Stock Plan and Deferral Plan amendments, are qualified in their entirety by the full text of the Amendments and form of Director RSU grant agreement attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on form 8-K.
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
D.
Exhibits
   
 
10.1   Amendment No. 3 to the S.Y. Bancorp 2005 Stock Incentive Plan
   
 
10.2  Amendment No. 1 to the Director Nonqualified Deferred Compensation Plan
   
 
10.3  A form of RSU award agreement to replace the Restricted Stock award agreement used for directors in the past
 
 
 
 
 
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:   November 22, 2013
S.Y. BANCORP, INC.
     
  By:
/s/ Nancy B. Davis                         
   
Nancy B. Davis, Executive Vice
President, Treasurer and Chief
Financial Officer
Exhibit 10.1
 
AMENDMENT NO. 3
TO THE S.Y. BANCORP, INC.
2005 STOCK INCENTIVE PLAN

This Amendment No. 3 to the S.Y. Bancorp, Inc. 2005 Stock Incentive Plan (the " Plan ") effective as of the date of its execution.

Recitals

A.
S.Y. Bancorp, Inc. (the " Company ") maintains the Plan and has reserved the right to amend it from time to time, by action of its Board to the extent not specifically required by the Plan to be approved by shareholders.

B.
The Company desires to amend the Plan to allow for the deferred receipt of stock issuable upon lapse of restrictions under RSU's granted to directors.

Amendments

Now, therefore , the Plan is hereby amended as follows:

1.          The last sentence of Section 6.1 of the Plan is amended so that as amended it reads in its entirety as follows:

Except to the extent specifically permitted by this Plan, an Award Agreement must provide that a Participant may not accelerate or defer receipt of income attributable to the exercise or vesting of an Award that constitutes (or would with such election) "deferred compensation" within the meaning of Code Section 409A.

2.           Sections 10.3-10.4 of the Plan are hereby amended so that as amended, they shall read in their entirety as follows:

10.3          Payment or Deferral After Restricted Period Ends.

(i)            General . Unless a Director Participant makes a deferral election under the Company's Director Nonqualified Deferred Compensation Plan before the end of the calendar year preceding the date an RSU is granted, as soon as practicable (and in no event later than 74 days) after the expiration of the Restricted Period, if and to the extent that any conditions to the Award or performance criteria are then met (unless waived by the terms of the Award Agreement or upon a Change in Control as provided in Section 10.2), the Participant shall be entitled to receive from the Company a number of shares of Common Stock equal to the number of Restricted Stock Units granted, plus, if (and only if) the Award Agreement so provides, Common Stock with a Fair Market Value at that issuance date equal to the cash dividends paid on that number of shares of Common Stock during the Restricted Period (rounded down to the nearest whole share). Such Common Stock will be issued or transferred to the Participant no later than 74 days after the end of the calendar year in which the Restricted Period ends and any other vesting conditions are satisfied or waived.
 
 
 
 
 
(ii)           Deferral into Director Nonqualified Deferred Compensation Plan .  If a Director Participant elects to defer the receipt of Common Stock issuable upon expiration of the Restricted Period with respect to some or all RSUs awarded that Director, in the time and manner required by the terms of the Company's Director Nonqualified Deferred Compensation Plan or a successor plan thereto (the " Deferral Plan "), the Common Stock that would have been issued to the Participant pursuant to Section 10.3(i) above, shall be credited to the Deferral Plan, and paid to Participant only as and when that Deferral Plan so provides.

10.4            Other Terms and Conditions .

(i)            Not a Shareholders; Dividends . Restricted Stock Units shall not constitute issued and outstanding shares of Common Stock. A Participant shall not, with respect to a Restricted Stock Unit, have any rights as a shareholder of the Company, such as the right to vote the shares or the right to receive dividends and other distributions, at any time before the Participant has become the holder of record of the Common Stock, except as specifically provided in the Award Agreement with respect to dividend rights as provided in the next sentence. The Committee may provide in the Award Agreement that Participants holding Restricted Stock Units may be entitled to receive an amount in cash or additional Common Stock equal to the cash distributions made by the Company with respect to a share of Common Stock, either as and when paid to shareholders of the Company during the period such Restricted Stock Units are outstanding, or at the end of the Restricted Period to the extent the underlying Common Stock is then vested and issuable, provided that such a right includes payment terms that that comply with Code Section 409A.

(ii)           Other Conditions .  At the time of an Award of Restricted Stock Units, the Committee may, in its sole discretion, prescribe additional terms, conditions, restrictions and limitations applicable to the Restricted Stock Units, including without limitation rules pertaining to the Termination of Employment or Service (by reason of death, permanent and total disability, or otherwise) of a Participant prior to expiration of the Restricted Period.

In witness whereof , a duly authorized officer of the Company has executed this Amendment on the date set forth below on behalf of the Company pursuant to action of the Board, after the Board has determined this to be an amendment that does not, under the Plan, require shareholder approval.

 
S. Y. BANCORP, INC.
   
   
 
By: _________________________________________
   
 
Name: _______________________________________
   
 
Title: ________________________________________
 
 
 
2
Exhibit 10.2
 
AMENDMENT NO. 1 TO
DIRECTOR NONQUALIFIED
 DEFERRED COMPENSATION PLAN

This is Amendment No. 1 to a Director Nonqualified Deferred Compensation Plan, (the " Plan ") as last amended and restated in 2009 by Stock Yards Bank & Trust Company and S.Y. Bancorp, Inc. (together referred to herein as the " Company "), and shall be effective as of the date it executed below.
 
Recitals

A.
The Company maintains the Plan and has reserved the right to amend it in Section 13.2 thereof.

B.
In addition to cash fees for directors of the Company, directors typically receive equity awards under the S.Y. Bancorp, Inc. 2005 Stock Incentive Plan.

C.
The Company wishes to expand the terms of this Plan to allow deferral of taxation of the value of property received upon lapse of a risk of forfeiture under certain Stock Plan awards.

Amendments

Now, therefore , the Plan is hereby amended as follows:

1.            Section 2.8 of the Plan is hereby amended so that as amended it shall read in its entirety as follows:

2.8             "Deferral Credits" means the amounts credited to an Account hereunder pursuant to the provisions of Section 4 based on a Participant's Election Form(s) as soon as practicable after each date cash fees would otherwise be paid to the Participant by the Company, and after S. Y. Bancorp, Inc. (" Company Stock ") would otherwise have been issued to Participant upon lapse of a risk of forfeiture ( i.e ., vesting) of RSUs granted under the Stock Plan.

2.            Section 2.11 of the Plan is hereby amended so that as amended it shall read in its entirety as follows:

2.11           "Election Form" shall mean the form or forms (separate for cash fees and for RSU deferrals) or electronic enrollment process established from time to time by the Committee that a Participant uses to make a Deferral election under the Plan, and to designate when first eligible hereunder (or, pursuant to a 2006 transition rule set forth in Section 6.4) a payment form election as among the options available for Account payments or to designate in advance of any Plan Year that some or all of the Deferral Credits for that Plan Year should be allocated to an In-Service Account.
 
 
1
 
 
3.            A new Section 2.23 is hereby added to the Plan to read as follows:

2.23           "RSU" means an award made under the Stock Plan that entitles the Participant to be issued shares of Common Stock based on the number of units granted and related accumulated dividends, if applicable, upon the lapse of predetermined restrictions in an award agreement.

4.            A new Section 2.24 is hereby added to the Plan to read as follows:

2.24          " Stock Plan " means the S.Y. Bancorp, Inc. 2005 Stock Incentive Plan or a successor plan approved by S.Y Bancorp, Inc. shareholders which allows grants of equity-based awards to directors of the Company.

5.            Section 4 of the Plan is hereby amended so that as amended it shall read in its entirety as follows:

4.1             Cash-Based Fee Deferral Credits.   Each Active Participant may elect, by delivering an Election Form during the Annual Enrollment Period, to defer the receipt of his cash-based Director fees for services by a dollar amount or any whole percentage of up to 100%.  The amount of the Participant's Deferral shall be credited by the Company to the Deferred Compensation Account (or, if so designated on the Election Form, In-Service Account) maintained for the Participant pursuant to Section 5.3.

4.2             Common Stock Deferral Credits .  Each Active Participant may elect by delivering an Election Form during the Annual Enrollment Period, to defer the receipt of Common Stock issuable upon lapse of a risk of forfeiture of an RSU. The Participant also may designate all or a portion of an RSU to be withdrawn at a specified date as described in Section 5.3.  Common Stock resulting from RSU deferral elections shall be tracked in terms of the number of shares issuable under the RSU. The Participant 's RSU Deferral shall be credited by the Company to the Deferred Compensation Account (or, if so designated on the Election Form, In-Service Account) maintained for the Participant pursuant to Section 5.3.

4.3             Effective Date of Deferral Elections. The Participant's Election Form shall become effective with respect to such Participant as of the first day of January following the date such form is received by the Committee (or, with respect to a Participant who is elected a Director and becomes eligible mid-Plan Year, at the first fee payment beginning after his Annual Enrollment Period has expired), and shall be irrevocable as of the end of the Annual Enrollment Period.  The elections of a Participant (for both cash-based fee deferral and Company Stock deferral) shall continue in effect for subsequent years until modified by the Participant as permitted in this Section 4.1, or until the earlier of the date the Participant incurs a Termination of Service or the first day of the Plan Year after the Participant ceases to be an Active Participant under the Plan.  Fees payable after the last day of the Plan Year solely for services provided during the final fee payment period containing December 31, is treated for purposes of this Section 4.1 as a fee for services performed in the subsequent taxable year, and the subsequent Plan Year's Election Form, if any, shall be applied thereto.
 
 
2
 
 
5.            Section 8.4 of the Plan is hereby amended so that as amended it shall read in its entirety as follows:

8.4            Participant Directions .  Participant investment allocation elections shall be designated in writing or via an electronic link, in the manner prescribed by the Committee.  The investment election of the Participant shall remain in effect until a new election is made by the Participant, or until changes in the options are made by the Committee.  The Committee will determine a default investment option in which amounts assumed to be credited to a Participant's Account will be deemed to be invested if a Participant does not provide investment directions with respect to the Participant's Account, which default investment will be Company Stock with respect to RSU deferrals.  An investment allocation may be changed to apply a new allocation or include a new or replaced deemed investment, by the Committee prospectively at any time, with reasonable notice as soon as practicable thereafter to the Participant, except that: if a portion of an Account is deemed invested pursuant to this Section in Company Stock based on prior or default investment elections, and is elected to be moved out of that investment by the Participant, existing Account balances cannot thereafter be re-directed to a deemed Company Stock fund.  New Deferral Credits may be directed into the Company Stock fund.

In witness whereof , a duly authorized officer of each Company has executed this Amendment No 1 to the Director Nonqualified Deferred Compensation Plan as of the date set forth below.

 
STOCK YARDS BANK & TRUST COMPANY
   
 
By: _________________________________
   
 
Name: _______________________________
   
 
Title: ________________________________
   
 
Date: ________________________________
   
 
S. Y. BANCORP, INC.
   
 
By: _________________________________
   
 
Name: _______________________________
   
 
Title: ________________________________
   
 
Date: ________________________________
 
 
 
3
Exhibit 10.3
 
 
 
 
 
S.Y. BANCORP, INC.
2005 STOCK INCENTIVE PLAN

Director Restricted Stock Unit Award Agreement

S.Y. Bancorp, Inc. (the " Company ") grants as of _____________ (the " Grant Date ") to _______________________________ (the " Director " or " you ") a number of shares determined as set forth below, of the common stock of the Company under the S.Y. Bancorp, Inc. 2005 Stock Incentive Plan (the " Plan ").  A copy of the Plan is 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 number of Restricted Stock Units equal to $__________, divided by the Fair Market Value per share of the Company's common stock on the Grant Date (rounded down to the nearest whole share) (the " RSUs ").   Each RSU shall entitle you, if the service conditions below are met, to have issued to you (or credited on your behalf, if receipt is deferred) a number of shares of common stock equal to the number of RSUs subject to this Award, and to be paid cash equal to any dividends paid during the Restricted period on that number of shares (the " Dividend Equivalent ")

Restricted Period; Payment or Deferral . Except as provided in the Plan regarding Change of Control and below regarding termination of services, the RSUs granted under this Award will be unvested as of the date hereof and will become fully vested and nonforfeitable on the one-year anniversary of the Grant Date (the " Restricted Period ") if the you continue to provide services to the Company on such date. Any RSUs that do not vest in accordance with the foregoing provisions shall terminate when service terminates. Unless you timely elected under the terms of the Director Nonqualified Deferred Compensation Plan to have delivery of shares and Dividend Equivalents with respect to these RSUs  deferred beyond the end of the Restricted Period, then, at the end of the Restricted Period, the number of shares of Common Stock issuable under this Award and cash for the Dividend Equivalent will be issued to you in satisfaction of this Award, within 74 days after the Restricted Period ends.

Transfer Restrictions. The RSUs may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed during the Restricted Period, other than by will or by the laws of descent and distribution.

Acknowledgments .    By signing below, you acknowledge that you have received a copy of the Plan, and you hereby accept the RSUs 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 service on the Board of Directors of the Company or Stock Yards Bank.
 
 
 
   
S.Y. BANCORP, INC.
 
         
         
  _______________________________________ By:  _________________________________  
 
Director
     
           
 
Date:
 _________________________________
Date:
 _________________________________