-----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, TukL8eEu4CMRK3XDmYTeY0EMB00jdarBojM6VeAwLKi4MuzJbAcWUiD/iU0XgOSC djyTuumK0QcoyglilOeelA== 0000908834-05-000242.txt : 20050321 0000908834-05-000242.hdr.sgml : 20050321 20050321135248 ACCESSION NUMBER: 0000908834-05-000242 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041116 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20050321 DATE AS OF CHANGE: 20050321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVER VALLEY BANCORP CENTRAL INDEX KEY: 0001015593 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351984567 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21765 FILM NUMBER: 05693756 BUSINESS ADDRESS: STREET 1: 430 CLIFTY DR CITY: MADISON STATE: IN ZIP: 47250 BUSINESS PHONE: 8122734949 MAIL ADDRESS: STREET 1: 430 CLIFTY DR CITY: MADISON STATE: IN ZIP: 47250 8-K 1 rvb8k_0321.txt FORM 8-K 11/16/2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 16, 2004 River Valley Bancorp - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Indiana 000-21765 35-1984567 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 430 Clifty Drive, P.O. Box 1590, Madison, Indiana 47250-0590 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (812) 273-4949 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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 1.01 Entry into a Material Definitive Agreement. On March 15, 2005, the Board of Directors of River Valley Bancorp considered and approved an increase in the meeting fees paid to Directors. Specifically, the fee will increase from $250 per meeting attended to $500 per meeting attended, effective as of April 20, 2005, the date of River Valley Bancorp's Annual Meeting of Shareholders. On February 15, 2005, the Board of Directors considered and approved the First Amendment of the Director Deferred Compensation Master Agreement (the "Amendment"). The purpose of the Amendment is to bring the Director Deferred Compensation Master Agreement into compliance with the American Jobs Creation Act of 2004 by, among other things, tracking the new tax legislation's definitions of disability, financial hardship, and change in control, conforming to new limitations and distribution requirements imposed by the tax legislation, and providing for a lump sum payment of benefits upon a change in control of River Valley Financial Bank. The Amendment will apply to benefits which accrue after December 31, 2004. A copy of the Amendment is attached hereto as Exhibit 10.1 and incorporated herein by this reference. On November 16, 2004, the Board of Directors considered and approved payment of a year-end bonus to the employees of River Valley Financial Bank, including a bonus in the amount of $2,803 payable on December 10, 2004 to Matthew P. Forrester, the President and Chief Executive Officer of River Valley Bancorp and River Valley Financial Bank. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Jonnie L. Davis (age 70), who has been a member of the Board of Directors of River Valley Bancorp since 1997, will be retiring as a Director at the conclusion of her current term, effective April 20, 2005, at the Annual Meeting of Shareholders. Ms. Davis is retiring because no person age 70 or older is eligible for election or re-election to the Board of Directors of River Valley Bancorp. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 10.1 First Amendment of the Director Deferred Compensation Master Agreement, dated February 15, 2005 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 hereto duly authorized. Date: March 21, 2005 RIVER VALLEY BANCORP By: /s/ Larry C. Fouse --------------------------------------- Larry C. Fouse, Treasurer and Chief Financial Officer EXHIBIT INDEX Exhibit Number Exhibit Description 10.1 First Amendment of the Director Deferred Compensation Master Agreement, dated February 15, 2005 EX-10.1 2 ex101_0321.txt FIRST AMENDMENT OF THE DIRECTOR Exhibit 10.1 FIRST AMENDMENT OF THE DIRECTOR DEFERRED COMPENSATION MASTER AGREEMENT This First Amendment ("Amendment"), dated as of the 15th day of February, 2005, hereby amends the Director Deferred Compensation Master Agreement effective November 1, 1993 (the "Agreement") of River Valley Financial Bank (formerly Madison First Federal Savings and Loan Association). A. Freezing of the Agreement as of December 31, 2004. With respect to all benefits vested and earned as of December 31, 2004, by Directors of River Valley Financial Bank (the "Association") participating in the Agreement on that date, those benefits shall be governed by the terms of the Agreement in effect on December 31, 2004. B. Amendment of the Agreement Effective January 1, 2005. With respect to all benefits vested or earned on and after January 1, 2005, by Directors of the Association participating in the Agreement on and after January 1, 2005, those benefits shall be governed by the terms of the Agreement in effect on December 31, 2004, as amended by the following provisions: 1. Subsection 1.9 shall be amended in its entirety to read as follows: Section 1.9 "Disability Benefit" means the benefit annuity payable to the Director following a determination in accordance with Subsection 4.2, that he is disabled as provided in that Subsection. 2. A new Subsection 1.14 shall be amended to read in its entirety as follows: Section 1.14 "Financial Hardship" means a severe financial hardship to the Director resulting from an illness or accident of the Director, the Director's spouse, or a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended (the "Code")) of the Director, loss of the Director's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director. 3. Subsection 1.15 shall be amended to read in its entirety as follows: Section 1.15 "Financial Hardship Benefit" means a withdrawal or withdrawals of an amount or amounts attributable to a Financial Hardship; provided, however that, consistent with regulations of the Internal Revenue Service, amounts distributed with respect to a Financial Hardship may not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution of benefits after taking into account the extent to which such Financial Hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Director's assets (to the extent the liquidation of such assets would not itself cause a Financial Hardship). 4. A new Subsection 1.21 shall be added to read as follows: Section 1.21 "Joinder Agreement" shall mean an agreement in the form of Exhibit A hereto which shall be completed and signed as of the Effective Date or, as to Directors who elect to participate in this Agreement after the Effective Date, by completing and signing such Joinder Agreement no later than the December 31st preceding the January 1st as of which the deferral of fees hereunder shall be effective. A director may change the amount of fees deferred hereunder provided such change is made before the end of the year prior to the year in which the revised deferral is to be effective. Changes in the Payout Period and Benefit Age must be in writing, at least twelve (12) months prior to the date of the first scheduled payment and shall not be effective earlier than twelve (12) months after the modification is made. In addition, such modification shall extend the deferral period for a period of at least five additional years from the date the distribution was scheduled to begin prior to such change. 5. A new Subsection 1.22 shall be added to read as follows: Section 1.22. "Change in Control" shall mean a change in the ownership or effective control of the Association, or in the ownership of a substantial portion of the assets of the Association, as shall be prescribed by regulations adopted by the Internal Revenue Service under Section 409A(a)(2)(v) of the Internal Revenue Code of 1986, as amended. 6. Subsection 4.2 shall be amended to read in its entirety as follows: Section 4.2 Disability Benefit. Notwithstanding any other provision hereof, if requested by the Director and approved by the Board, the Director shall be entitled to receive the Disability Benefit hereunder, in any case in which it is determined by a duly licensed physician selected by the Association, that the Director has a medically determinable physical or mental impairment which can be expected to result in death or to last for a continuous period of not less than 12 months and which (1) renders Director unable to engage in any substantial gainful activity or (2) entitles Director to income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Association. If the Director's service is terminated pursuant to this paragraph and Board approval is obtained, the Director shall begin receiving the Disability Benefit annuity in lieu of any Deferred Compensation Benefit which is not available prior to the Director's Benefit Eligibility Date. The annuity shall begin not more than thirty (30) days following the above-mentioned disability determination. The amount of the monthly benefit shall be the annuitized value of the Director's Elective Contribution Account, measured upon such determination and payable over the Payout Period. The Interest Factor shall be used to annuitize the Elective Contribution Account. In the event the Director dies while receiving payments pursuant to this Subsection, or after becoming eligible for such payments but before the actual commencement of such payments, his Beneficiary shall be entitled to receive those benefits provided for in Subsection 5.l(a) or 5.2(a) and the Disability Benefits provided for in this Subsection shall terminate upon the Director's death. 7. A new Section 4.5 shall be added to read as follows: Section 4.5 Change in Control. If a Change in Control occurs prior to the Director's Benefit Eligibility Date and either Director's service as a director of the Association terminates in connection with such Change in Control or the Association directs that such payment be made to Director in connection with the Change in Control, Director shall be paid his Accrued Benefit hereunder in one lump sum within 30 days following his termination of service or the Change in Control, as applicable. 8. The last sentence of Section 11.5 shall be amended to read in its entirety as follows: To the extent permitted under Section 409A of the Code, in the event the Beneficiary has a liability hereunder, the Beneficiary may petition the Association for a lump sum payment in an amount not to exceed the Beneficiary's liability hereunder. 9. A new Section 11.12 shall be added to read in its entirety as follows: Section 11.12 Reference to Controlled Group. With respect to any benefit payable as a result of termination of or separation from employment, termination of or separation from employment shall be determined by reference to the Association and all members of any controlled group (determined under Section 414(b) of the Code) or trades or businesses under common control (determined under Section 414(c) of the Code) that includes the Association. 10. A new Section 11.13 shall be added to read in its entirety as follows: Section 11.13. Restrictions on Payment to Key Employees. To the extent the Director is a "key employee" (as defined in Section 416(i) of the Code determined without regard to paragraph (5) thereof) of a corporation whose stock is publicly traded on an established securities market or otherwise, within the meaning of Section 409A(a)(2)(B)(i) of the Code, no distribution of benefits may commence before the date which is six months after the Director's date of separation from service (or, if earlier, the date of the Director's death). IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. RIVER VALLEY FINANCIAL BANK By: /s/ Matthew P. Forrester ---------------------------------- Matthew P. Forrester, President Accepted and Consented to: /s/ Matthew P. Forrester /s/ Charles J. McKay - ------------------------------------ ------------------------------------- Matthew P. Forrester Charles J. McKay /s/ Michael J. Hensley /s/ Lonnie D. Collins - ------------------------------------ ------------------------------------- Michael J. Hensley Lonnie D. Collins /s/ Frederick W. Koehler - ------------------------------------ Frederick W. Koehler Exhibit A Joinder Agreement DIRECTORS' DEFERRAL PLAN DEFERRAL AND DISTRIBUTION ELECTION FORM Name of Plan: River Valley Financial Bank Director Deferred Compensation Agreement Please complete the following accurately with a ballpoint pen: print clearly. The information you provide should be current as of the date the form is completed. All participants who have fulfilled the eligibility requirements to participate in the plan must complete all sections of the form.
SECTION I. - General Information (Please complete and review and correct any information as needed.) - ------------------------- ------------------------ ------------------------- --------------------- Last Name First Name MI Sex (M or F) - ------------------------- ------------------------ ------------------------- --------------------- Social Security Number Date of Birth Employee # Date of Hire (mmddyy) (if applicable) (mmddyy) - ------------------------- ------------------------ Home phone Work phone - -------------------------------------------------------------------------------- Street Address - -------------------------------------------------------------------------------- Mailing Address - ------------------------------------------- --------------------------- ------------- City State Zip
SECTION II. - Deferral Election (Check Yes & fill in % or check No) __________ Yes, I want to make pre-tax deferral contributions to the Plan. I authorize the Bank to deduct the following percentage (no more than 100%) of my compensation from each paycheck and to credit that amount to pre-tax deferral portion of my Account: Fee/Salary (if applicable) --------- Bonus (if applicable) --------- Other --------- __________ No, I do not wish to contribute to the Plan at this time. SECTION III. - Distribution Election I hereby designate a one time election to have any distribution of the balance in my Deferred Compensation Account paid to me in installments as designated below: one hundred twenty (120) equal monthly installments. --------- SECTION IV. - Authorization I authorize the Bank to effect the elections specified on this Deferral, Investment and Distribution Election form. Any modification or revocation of this Distribution Election as elected by the participant in the signed written statement must be in writing at least twelve (12) months prior to the date of the first scheduled payment and shall not be effective earlier than twelve (12) months after the modification is made. Additionally, such modification shall extend the deferral period for a period of at least five (5) additional years from the date the distribution was scheduled to begin. I understand that my elections will remain in effect until I submit a change according to the provisions of the Plan. - ------------------------------------- ---------------------------------------- Participant Date -----END PRIVACY-ENHANCED MESSAGE-----