0001104659-13-023993.txt : 20130325 0001104659-13-023993.hdr.sgml : 20130325 20130325112436 ACCESSION NUMBER: 0001104659-13-023993 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130424 FILED AS OF DATE: 20130325 DATE AS OF CHANGE: 20130325 EFFECTIVENESS DATE: 20130325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: S Y BANCORP INC CENTRAL INDEX KEY: 0000835324 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 611137529 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13661 FILM NUMBER: 13713249 BUSINESS ADDRESS: STREET 1: 1040 E MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40206 BUSINESS PHONE: 5025822571 MAIL ADDRESS: STREET 1: 1040 EAST MAIN STREET CITY: LOUISVILLE STATE: KY ZIP: 40206 DEF 14A 1 a13-1541_1def14a.htm DEF 14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

S.Y. Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 


 

S.Y. Bancorp, Inc.

 

1040 East Main Street
Louisville, Kentucky 40206
502.582.2571

 

March 25, 2013

 

Dear Shareholder:

 

We invite you to attend the 2013 Annual Meeting of Shareholders of S.Y. Bancorp, Inc., to be held at 10:00 a.m., Eastern Time, on Wednesday, April 24, 2013, at The Olmsted, 3701 Frankfort Avenue, Louisville, Kentucky 40207. There is a map on the back cover for your reference.

 

The enclosed Notice and Proxy Statement contain complete information about matters to be considered at the Annual Meeting, at which we will also review S.Y. Bancorp’s business and operations. Only shareholders of record on the record date for the meeting and their proxies are entitled to vote at the Annual Meeting.

 

We hope you will attend the meeting.  Your vote is important.  Whether or not you plan to attend, we urge you to complete, sign and return the enclosed proxy card, so that your shares will be represented and voted at the Annual Meeting.

 

Sincerely yours,

 

/s/ David P. Heintzman

 

 

David P. Heintzman

Chairman and Chief Executive Officer

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on April 24, 2013:  The notice and proxy statement and annual report are available at http://irinfo.com/sybt/sybt.html.

 


 

S.Y. Bancorp, Inc.

 

1040 East Main Street
Louisville, Kentucky 40206

 

NOTICE OF THE

2013 ANNUAL MEETING OF SHAREHOLDERS

 

March 25, 2013

 

To our Shareholders:

 

The Annual Meeting of Shareholders of S.Y. Bancorp, Inc., a Kentucky corporation, will be held on Wednesday, April 24, 2013 at 10:00 a.m., Eastern Time, at The Olmsted, 3701 Frankfort Avenue, Louisville, Kentucky 40207 for the following purposes:

 

(1)         To approve the action of the Board of Directors fixing the number of directors at twelve;

 

(2)         To elect eleven directors to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified;

 

(3)         To ratify the selection of KPMG LLP as the independent registered public accounting firm for S.Y. Bancorp, Inc. for the year ending December 31, 2013;

 

(4)         To approve the action of the Board of Directors and adopting the Annual Cash Incentive Plan, including the performance criteria that will be used under that plan to establish goals for covered executives;

 

(5)         To approve a non-binding resolution to approve the compensation of S.Y. Bancorp’s named executive officers; and

 

(6)         To transact such other business as may properly come before the meeting.

 

The record date for the determination of the shareholders entitled to vote at the meeting or at any adjournment thereof is the close of business on March 4, 2013.

 

If your schedule permits, I hope you will join me at the meeting.  Please, however, sign and return the enclosed proxy card in the accompanying envelope as promptly as possible, whether or not you expect to be present in person.  Your vote is important.  The Board of Directors of S.Y. Bancorp appreciates the cooperation of shareholders in directing proxies to vote at the meeting.

 

 

By Order of the Board of Directors

 

 

 

/s/ David P. Heintzman

 

 

 

David P. Heintzman

 

Chairman and Chief Executive Officer

 

WE URGE SHAREHOLDERS TO MARK, SIGN AND RETURN
PROMPTLY THE ACCOMPANYING PROXY CARD

 


 

S.Y. Bancorp, Inc.

 

1040 East Main Street
Louisville, Kentucky 40206

 

PROXY STATEMENT
FOR THE 2013 ANNUAL MEETING OF SHAREHOLDERS

 

General Information about the Annual Meeting

 

Why have I received these materials?

 

We are mailing this proxy statement and the accompanying proxy to shareholders on or about March 25, 2013.  The proxy is solicited by the Board of Directors of S.Y. Bancorp, Inc. (referred to throughout this Proxy Statement as “S.Y. Bancorp”, “the Company” or “we” or “our”) in connection with our Annual Meeting of Shareholders that will take place on Wednesday, April 24, 2013.  We invite you to attend the Annual Meeting and request you to vote on the proposals described in this Proxy Statement.

 

What am I voting on?

 

·                  Approving the action of the Board of Directors fixing the number of directors at twelve;

 

·                  Electing eleven directors to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected;

 

·                  Ratifying the selection of KPMG LLP as the independent registered public accounting firm for S.Y. Bancorp, Inc. for the year ending December 31, 2013;

 

·                  Approving the action of the Board of Directors and adopting the Annual Cash Incentive Plan including the performance criteria that will be used under that plan to establish goals for covered executives, and

 

·                  Approving a non-binding resolution to approve the compensation of the Company’s named executive officers.

 

Where can I find more information about these voting matters?

 

·                  Information about nominees for election or reelection is contained in ITEM 1 and ITEM 2.

 

·                  Information about the ratification of the selection of KPMG LLP as the independent registered public accounting firm is contained in ITEM 3.

 

·                  Information about the Annual Cash Incentive Plan is contained in ITEM 4.

 

·                  Information about the resolution to approve the compensation of S.Y. Bancorp’s named executive officers is contained in ITEM 5.

 

What is the relationship of S.Y. Bancorp and Stock Yards Bank & Trust Company?

 

S.Y. Bancorp is the holding company for Stock Yards Bank & Trust Company (referred to throughout this Proxy Statement as “the Bank”).  S.Y. Bancorp owns 100% of Stock Yards Bank & Trust Company.  Because S.Y. Bancorp has no operations of its own, its business and that of Stock Yards Bank & Trust Company are essentially the same.

 

Who is entitled to vote at the Annual Meeting?

 

Holders of record of common stock (“Common Stock”) of S.Y. Bancorp as of the close of business on March 4, 2013 will be entitled to vote at the Annual Meeting.  On March 4, 2013, there were 13,959,221 shares of Common Stock outstanding and entitled to one vote on all matters presented for vote at the Annual Meeting.

 

1


 

How do I vote my shares?

 

If you are a “record” shareholder of Common Stock (that is, if you hold Common Stock in your own name in S.Y. Bancorp’s stock records maintained by our transfer agent, Registrar and Transfer Company), you may complete and sign the accompanying proxy card and return it to Registrar and Transfer Company or deliver it in person.  Shares will be voted as you instruct.  If you return your proxy card and do not mark your voting instructions on your signed card, David Heintzman and Ja Hillebrand as proxies named on the proxy card, will vote FOR fixing the number of directors at twelve, FOR the election of the eleven director nominees; FOR the ratification of the selection of KPMG LLP as the independent registered public accounting firm, FOR the approval of the Annual Cash Incentive Plan, and FOR the approval of the compensation of the named executive officers.

 

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of those shares. This Notice of Annual Meeting and Proxy Statement and any accompanying documents have been forwarded to you by your broker, bank or other holder of record.  As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet. Beneficial owners who wish to vote at the Annual Meeting will need to obtain a proxy form from the institution that holds your shares and to follow the voting instructions on such form.

 

If you are a participant in the Stock Yards Bank & Trust Company 401(k) and Employee Stock Ownership Plan, are still employed by the Bank and have a Bank email address, you will receive an electronic version of the proxy card for the shares that you own through that savings plan.  If you are a participant no longer employed by the Bank or for another reason do not have a Bank email address, you will receive a paper version of the proxy card via postal mail. In either case, that proxy card will serve as a voting instruction card for the trustee of the plan. If you own shares through the plan and do not vote, the plan trustee will be instructed by the plan’s administrative committee to vote the plan shares as the Board of Directors recommend.

 

Can I change my vote after I return my proxy card?

 

Yes.  After you have submitted a proxy, you may change your vote at any time before the proxy is exercised by submitting a notice of revocation to the Secretary of S.Y. Bancorp or a replacement proxy bearing a later date.  Or you may attend the annual meeting, revoke your proxy and vote in person.  In each event, the later submitted vote will be recorded and the earlier vote revoked.  Your attendance at the Annual Meeting will not revoke your proxy unless you provide written notice of revocation.

 

What is a broker non-vote?

 

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have the discretionary authority to vote. This is called a “broker non-vote”. In these cases the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange (NYSE) that govern brokers.

 

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority to vote your shares on fixing the number of directors at twelve (Item 1) and the ratification of KPMG LLP (Item 3) even if the broker does not receive voting instructions from you. However your broker does not have discretionary authority to vote on the election of Directors (Item 2), the approval of the Annual Cash Incentive Plan, (Item 4), or the approval of executive compensation (Item 5) without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

 

What constitutes a quorum for purposes of the Annual Meeting?

 

The presence at the Annual Meeting in person or by proxy of the holders of more than 50 percent of the voting power of all outstanding shares of Common Stock entitled to vote shall constitute a quorum for the transaction of business.  Proxies marked as abstaining (including proxies containing broker non-votes) on any matter to be acted upon by shareholders will be treated as present at the meeting for purposes of determining a quorum but will not be counted as votes cast on such matters.

 

2


 

What vote is required to approve each item?

 

The proposal to fix the number of directors at twelve will pass if votes cast for it exceed votes cast against it.

 

Directors will be elected by a plurality of the total votes cast at the Annual Meeting for the election of directors.  Assuming eleven directors are to be elected, a plurality means that the eleven nominees receiving the highest number of “FOR” votes will be deemed elected.

 

The selection of the independent registered public accounting firm will be ratified if the votes cast for it exceed the votes cast against it.

 

The approval of the Annual Cash Incentive Plan will pass if a majority of votes cast on the proposal are cast for approval of the Annual Cash Incentive Plan.

 

The approval of the compensation of our named executive officers disclosed in this proxy statement will pass if votes cast for it exceed votes cast against it.  Because this vote is advisory, it will not be binding upon Bancorp or the Board of Directors.

 

Any other item to be voted upon at the Annual Meeting will pass if votes cast for it exceed votes cast against it.

 

Who counts the votes?

 

Registrar and Transfer Company, our independent transfer agent, will count votes cast by proxy at the Annual Meeting.  Registrar and Transfer Company will certify the results of the voting and will also determine whether a quorum is present at the meeting. Any votes cast in person at the Annual Meeting will be included in the final voting tally.

 

How are abstentions and broker non-votes treated?

 

A shareholder entitled to vote for the election of directors may withhold authority to vote for all nominees for directors or may withhold authority to vote for certain nominees for directors.  A shareholder may also abstain from voting on any or all other proposals.  Votes withheld from the election of any nominee for director and abstentions from any other proposal will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but will not be counted in the number of votes cast for or against any matter.  If a broker does not receive voting instructions from the beneficial owner of shares on a particular matter and indicates on the proxy that it does not have discretionary authority to vote on that matter, we will treat these shares as present at the meeting for purposes of determining a quorum but the shares will not count as votes cast on the matter. Abstentions and broker non-votes will not affect the outcome of any matters to be voted on at the Annual Meeting.

 

What information do I need to attend the Annual Meeting?

 

We do not use tickets for admission to the Annual Meeting.  If you are voting in person, we may ask for photo identification.

 

How does the Board recommend that I vote my shares?

 

The Board recommends a vote FOR fixing the number of directors at twelve, FOR each of the nominees for Director set forth in this document, FOR the ratification of the selection of the independent registered public accounting firm, FOR the Annual Cash Incentive Plan, and FOR the approval of the compensation of the named executive officers.

 

With respect to any other matter that properly comes before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion in the best interests of S.Y. Bancorp. At the date this Proxy Statement went to press, the Board of Directors had no knowledge of any business other than that described herein that would be presented for consideration at the Annual Meeting.

 

Who will bear the expense of soliciting proxies?

 

S.Y. Bancorp will bear the cost of soliciting proxies in the form enclosed.  In addition to the solicitation by mail, proxies may be solicited personally or by telephone, facsimile or electronic transmission by our employees.

 

3


 

We reimburse brokers holding Common Stock in their names or in the names of their nominees for their expenses in sending proxy materials to the beneficial owners of such Common Stock.

 

Is there any information that I should know about future annual meetings?

 

Any shareholder who intends to present a proposal at the 2014 Annual Meeting of Shareholders (the “2014 Annual Meeting”) must deliver the proposal to the Corporate Secretary at 1040 East Main Street, Louisville, Kentucky 40206 not later than November 25, 2013, if the proposal is submitted for inclusion in our proxy materials for that meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.  In addition, S.Y. Bancorp’s Bylaws impose certain advance notice requirements on a shareholder nominating a director or submitting a proposal to an Annual Meeting.  Such notice must be submitted to the secretary of S.Y. Bancorp no later than January 25, 2014.  The notice must contain information prescribed by the Bylaws, copies of which are available from the secretary.  These requirements apply even if the shareholder does not desire to have his or her nomination or proposal included in S.Y. Bancorp’s proxy statement.

 

CORPORATE GOVERNANCE AND RELATED MATTERS

 

Board Leadership Structure

 

The S.Y. Bancorp’s Board of Directors represents shareholders’ interests in perpetuating a successful business including optimizing shareholder returns. The Directors are responsible for determining that the Company is managed to ensure this result. This is an active responsibility, and the Board monitors the effectiveness of policies and decisions including the execution of the Company’s business strategies. Strong corporate governance guidelines form the foundation for Board practices. As a part of this foundation, the Board believes that high ethical standards in all Company matters are essential to earning the confidence of investors, customers, employees and vendors. Accordingly, S.Y. Bancorp has established a framework that exercises appropriate measures of oversight at all levels of the Company and clearly communicates that the Board expects all actions be consistent with its fundamental principles of business ethics and other corporate governance guidelines.  The Company’s governance guidelines and other related matters are published on the Company website: www.syb.com under the Investor Relations tab.

 

The Board of Directors believes the most effective leadership structure for the Company is a combined Chairman and Chief Executive Officer position filled by Mr. Heintzman. He is the director most familiar with the business of the Company and the banking industry, and the Board believes that he is best suited to lead discussions on important issues affecting the Bank and Bancorp. Combining the Chief Executive Officer and Chairman positions creates a firm link between management and the Board and promotes development and implementation of corporate strategy. As the Board is committed to strong corporate governance and independent Board of Directors, the Board has designated a lead independent director. In addition to an independent lead director, three committees of the Board provide independent oversight of management — the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each is composed entirely of independent directors.

 

The Chair of the Nominating and Corporate Governance Committee acts in the role of lead director. The lead director presides at executive sessions of the Board which consist of non-management directors and are held at least four times annually. He has authority to call special meetings of the independent directors and committees of the Board, serves as liaison between the Chairman and board members and is available to discuss with any director concerns he or she may have regarding the Board, the Company or the management team. The lead independent director is responsible for providing advice and consultation to the Chairman and Chief Executive Officer and informing him of decisions reached and suggestions made during executive sessions of the Board of Directors. The lead director reviews and approves matters such as agendas for Board meetings and executive sessions, and information distributed to Board members.

 

Board Oversight of Risk Management

 

The Board of Directors has a significant role in the oversight of risk management. The Board receives information regarding risks facing the Company, their relative magnitude and management’s plans for mitigating these risks. Among risks facing the Company are credit, financial, operational, interest rate, liquidity, and regulatory risks. After assessment by management, reports are made to committees of the Board. Credit risk is addressed by the Loan Committee of the Bank. Oversight of the trust department is addressed by the Trust Committee of the Bank. Financial, operational and regulatory risks are addressed by the Audit Committee of Bancorp. Corporate governance

 

4


 

matters are addressed by the Nominating and Corporate Governance Committee of Bancorp, and director and executive compensation matters are addressed by the Compensation Committee of Bancorp. The full Board hears reports from each of these committees at the Board meeting immediately following the committee meeting.  Liquidity and interest rate risk are addressed by the Asset/Liability Committee comprised of Bank management and reports are made monthly to the Board. The Bank’s Internal Auditor has a direct reporting line to the Audit Committee of the Board. The Chief Risk Officer, Information Security Officer and Compliance Officer make regular reports to the Audit Committee of the Board.

 

BOARD OF DIRECTORS’ MEETINGS AND COMMITTEES

 

During 2012, the Board of Directors of S.Y. Bancorp held thirteen regularly scheduled meetings and one special meeting.  All directors of S.Y. Bancorp are also directors of the Bank.  During 2012, the Bank’s Board of Directors held thirteen regularly scheduled meetings and one special meeting.

 

All directors attended at least 75% of the number of meetings of the Board and committees of the Board on which they served.  All directors are encouraged to attend annual meetings of shareholders, and all attended the 2012 Annual Meeting.

 

S.Y. Bancorp has an Audit Committee, Compensation Committee and a Nominating and Corporate Governance Committee of the Board of Directors.  The Bank has a Loan Committee and a Trust Committee of the Board of Directors.

 

Audit Committee

 

The Board of Directors of S.Y. Bancorp, Inc. maintains an Audit Committee comprised of directors who are not officers of S.Y. Bancorp.  For 2012, the Audit Committee was comprised of Messrs. Herde (Chairman), Lechleiter, and Madison.  Upon joining the Board in August, Mr. Priebe was also appointed to the Audit Committee. Each of these individuals meets the NASDAQ independence requirements for membership on an audit committee.  The Board of Directors has adopted a written charter for the Audit Committee, and this charter is available on S.Y. Bancorp’s website:  www.syb.com.

 

The Audit Committee oversees S.Y. Bancorp’s financial reporting process on behalf of the Board of Directors.  Management has primary responsibility for the financial statements and the reporting process including the systems of internal controls.  In fulfilling its oversight responsibilities, the Committee, among other things, considers the appointment of the independent auditors for S.Y. Bancorp, reviews with the auditors the plan and scope of the audit and audit fees, monitors the adequacy of reporting and internal controls, meets regularly with internal and independent auditors, reviews the independence of the independent auditors, reviews S.Y. Bancorp’s financial results as reported in Securities and Exchange Commission filings, and approves all audit and permitted non-audit services performed by its independent auditors.  The Committee reviews and evaluates identified related party transactions and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures.  The Audit Committee meets with our management at least quarterly to consider the adequacy of our internal controls and the objectivity of our financial reporting. This Committee also meets with the independent auditors and with our internal auditors regarding these matters. Both the independent auditors and the internal auditors regularly meet privately with this Committee and have unrestricted access to this Committee.  The Audit Committee held four meetings during 2012.

 

The Board of Directors has determined that Mr. Herde and Mr. Lechleiter are audit committee financial experts for S.Y. Bancorp and are independent as described in the paragraph above.  See “REPORT OF THE AUDIT COMMITTEE” for more information.

 

Nominating and Corporate Governance Committee

 

The Board of Directors of S.Y. Bancorp, Inc. maintains a Nominating and Corporate Governance Committee.  Members of this committee are Messrs. Edinger (Chairman), Northern, and Simon, all of whom are non-employee directors meeting the NASDAQ independence requirements for membership on a nominating and governance committee.  Responsibilities of the committee are set forth in a written charter satisfying the NASDAQ’s corporate governance standards, requirements of federal securities law, and incorporating other best practices.  The Board of Directors adopted the charter for the Nominating and Corporate Governance Committee, and this charter is available on S.Y. Bancorp’s website:  www.syb.com.

 

5


 

Among the Committee’s duties are identifying and evaluating candidates for election to the board of directors, including consideration of candidates suggested by shareholders.  To submit a candidate for consideration by the Committee, a shareholder must provide written communication to the Committee. The Committee would apply the same board membership criteria to shareholder-nominated candidates as it would to Committee-nominated candidates. The Committee also assists the Board in determining the composition of Board committees, assessing the Board’s effectiveness and developing and implementing the Company’s corporate governance guidelines. This committee held two meetings during 2012.

 

Compensation Committee

 

The Board of Directors of S.Y. Bancorp, Inc. maintains a Compensation Committee. Members of this committee are Messrs. Edinger, Lechleiter (Chairman) and Tasman, all of whom are independent non-employee Directors.  The Board of Directors has adopted a written charter for the Compensation Committee, and this charter is available on S.Y. Bancorp’s website:  www.syb.com.  The responsibilities of this committee include oversight of executive and Board compensation and related programs.  The Compensation Committee held five meetings during 2012.  See “EXECUTIVE COMPENSATION AND OTHER INFORMATION - REPORT ON EXECUTIVE COMPENSATION” for more information.

 

Loan Committee

 

The members of the Bank’s Loan Committee are Messrs. Brooks, Madison, Northern and Tasman.  This committee generally meets twice monthly with one meeting each month being telephonic.  The Loan Committee is primarily responsible for oversight of the Bank’s lending function including loan quality matters and approval of large credit facilities.

 

Trust Committee

 

The members of the Bank’s Trust Committee are Messrs. Brooks, Herde, Northern and Simon.  This committee held six meetings in 2012.  The Trust Committee oversees the operations of the trust department of the Bank to ensure it operates in accordance with sound fiduciary principles and is in compliance with pertinent laws and regulations.

 

Shareholder Communications with the Board of Directors

 

Shareholders may communicate directly to the Board of Directors in writing by sending a letter to the Board at: S.Y. Bancorp Board of Directors, P.O. Box 32890, Louisville, KY 40232-2890.  Communications directed to the Board of Directors will be received by the Chairman and processed by the Nominating and Corporate Governance Committee when the communications concern matters related to the duties and responsibilities of the Board of Directors.

 

ITEM 1.  FIXING THE NUMBER OF DIRECTORS

 

Directors’ Proposal to Fix the Number of Directors

 

The articles of incorporation and bylaws of S.Y. Bancorp provide that the Board of Directors be composed of nine to twenty members.  Each year the Board of Directors recommends the number for the coming year and presents a resolution to be adopted by the shareholders at the Annual Meeting.  The Board of Directors has recommended that the number of directors constituting the Board be fixed at twelve for the ensuing year, subject to approval by shareholders at the Annual Meeting.  If the individuals nominated are elected, there will be eleven individuals serving on the Board following the 2013 Annual Meeting.  Proxies may not be voted for more than eleven nominees. The Board of Directors may appoint individuals to fill vacancies or elect an additional director to serve until elected by shareholders at the next Annual Meeting.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO FIX THE NUMBER OF DIRECTORS AT TWELVE

 

6


 

ITEM 2.  ELECTION OF ELEVEN DIRECTORS

 

The Board of Directors presently consists of twelve members. Directors serve a one-year term and hold office until the annual meeting following the year of their election and until his or her successor is elected and qualified, subject to his or her death, resignation, retirement, removal or disqualification. Mr. Brooks will not stand for reelection having attained age 70, the age at which members retire from the Board of Directors.

 

The eleven directors nominated by the Nominating and Corporate Governance Committee of the Board of Directors for election this year to hold office until the 2014 annual meeting and until their respective successors are elected and qualified are:

 

Name, Age and Year

 

Principal Occupation;

Individual Became Director (1)

 

Certain Directorships (2) (3)

 

 

 

Charles R. Edinger, III

 

President, J. Edinger & Son, Inc.

Age 63

 

 

Director since 1984

 

 

 

 

 

David P. Heintzman

 

Chairman and Chief Executive Officer,

Age 53

 

S.Y. Bancorp, Inc. and Stock Yards Bank & Trust Company

Director since 1992

 

 

 

 

 

Carl G. Herde

 

Vice President and Chief Financial Officer,

Age 52

 

Baptist Healthcare System, Inc.

Director since 2005

 

 

 

 

 

James A. Hillebrand

 

President,

Age 44

 

S.Y. Bancorp, Inc. and Stock Yards Bank & Trust Company

Director since 2008

 

 

 

 

 

Richard A. Lechleiter

 

Executive Vice President and Chief Financial Officer

Age 54

 

Kindred Healthcare, Inc.

Director since 2007

 

 

 

 

 

Bruce P. Madison

 

Chief Executive Officer, Plumbers Supply

Age 62

 

Company, Inc.

Director since 1989

 

 

 

 

 

Richard Northern

 

Partner, Wyatt, Tarrant & Combs

Age 64

 

 

Director since 2011

 

 

 

 

 

Stephen M. Priebe

 

President, Hall Contracting of Kentucky

Age 49

 

 

Director since 2012

 

 

 

 

 

Nicholas X. Simon

 

President and Chief Executive Officer,

Age 54

 

Publishers Printing Company LLC

Director since 2002

 

 

 

 

 

Norman Tasman

 

President, Tasman Industries, Inc. and

Age 61

 

Tasman Hide Processing, Inc.

Director since 1995

 

 

 

7


 

Kathy C. Thompson

 

Senior Executive Vice President, S.Y. Bancorp, Inc.

Age 51

 

and Stock Yards Bank & Trust Company, Manager of

Director since 1994

 

the Bank’s Investment Management and Trust Department

 

(1)            Ages listed are as of December 31, 2012.

 

(2)            Each nominee has been engaged in his or her chief occupation for five years or more with the exception of Mr.  Hillebrand who was appointed President of Stock Yards Bank & Trust Company and S.Y. Bancorp, Inc. in August 2008; he formerly held the title of Executive Vice President and Manager of Private Banking for Stock Yards Bank & Trust Company.

 

(3)            No nominee holds, or at any time in the last five years has held, any directorship in a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of such act or any company registered as an investment company under the Investment Company Act of 1940.

 

Our Board of Directors has determined that Messrs. Edinger, Herde, Lechleiter, Madison, Northern, Priebe, Simon and Tasman satisfy the independence requirements of the NASDAQ Stock Market. As employees of the Bank, Messrs. Heintzman and Hillebrand and Ms. Thompson do not satisfy these requirements.

 

If elected, we expect that all of the aforementioned nominees will serve as directors and hold office until the 2014 annual meeting of shareholders and until their respective successors have been elected and qualified. Based on the recommendation of the Nominating and Corporate Governance Committee, all of the aforementioned nominees are standing for reelection with the exception of Mr. Priebe who is standing for election by shareholders for the first time.

 

Additional Information Regarding the Background and Qualifications of Director Nominees

 

The Nominating and Corporate Governance Committee (the Committee) considers the particular experience, qualifications, attributes and expertise of each nominee for election to the Board. Having directors with different points of view, professional experience, education and skills provides broader perspectives and more diverse considerations valuable to the directors as they fulfill their leadership roles. Potential Board candidates are evaluated based upon various criteria, including:

 

·                  direct industry knowledge, broad-based business experience, or professional skills that indicate the candidate will make a significant and immediate contribution to the Board’s discussion and decision-making in the array of complex issues facing Bancorp;

·                  behavior and reputation that indicate he or she is committed to the highest ethical standards and the values of Bancorp;

·                  special skills, expertise, and background that add to and complement the range of skills, expertise, and background of the existing Directors;

·                  the ability to contribute to broad Board responsibilities, including succession planning, management development, and strategic planning; and

·                  confidence that the candidate will effectively, consistently, and appropriately take into account and balance the legitimate interests and concerns of all our shareholders in reaching decisions.

 

Directors must have time available to devote to Board activities and to enhance their knowledge of S.Y. Bancorp, Inc. and the banking industry.

 

Non-management Directors are required to own stock equal in value to $100,000 within five years of joining the Board or the adoption of this ownership requirement. The Nominating and Corporate Governance Committee may exercise its discretion in enforcing the guidelines when the accumulation of common stock is affected by the price of Bancorp stock or changes in Director compensation.  Management Directors also have ownership targets as set forth elsewhere in this proxy statement. All directors’ ownership positions exceed the requirement, and some of the more long-serving directors are among the Company’s largest shareholders.

 

8


 

The Nominating and Corporate Governance Committee of the Board of Directors has presented a slate of eleven nominees for election as directors at the 2013 Annual Meeting. All eleven nominees are standing for re-election with the exception of Mr. Priebe who is standing for election by shareholders for the first time. Below is a summary of the Committee’s consideration and evaluation of each Director nominee.

 

Mr. Edinger is President of a family owned business, J. Edinger & Son, Inc., which is typical of the Bank’s historical customer base. He brings this perspective to the Board, and he has the skills necessary to serve as Lead Director. Mr. Edinger is a long-serving member with a deep understanding of the role of the Board and of the Company and its operations. He chairs the Nominating and Corporate Governance Committee, and he serves on the Compensation Committee of Bancorp.

 

Mr. Heintzman holds an accounting degree, and prior to joining the Bank, worked as a certified public accountant for an international accounting firm. He joined the Bank in 1985 and has served as Chief Financial Officer, Executive Vice President and President. In January 2005 he assumed the position of Chairman and Chief Executive Officer. Mr. Heintzman has been instrumental in the Bank’s growth strategies and profitable execution. His commitment to ethical standards sets the example for the Bank and its employees, and his tenure and experience in all areas of the business provide unique perspective of the business and strategic direction of the Company.

 

Mr. Herde holds an accounting degree, is a certified public accountant and joined Baptist Healthcare System, Inc., one of the largest not-for-profit health care systems in Kentucky, in 1984 as controller. Since 1993 he has been Vice President of Finance and Chief Financial Officer.  He has extensive experience in financial reporting and corporate finance. Mr. Herde chairs the Audit Committee of Bancorp, is an Audit Committee financial expert and serves on the Bank’s Trust Committee.

 

Mr. Hillebrand joined Stock Yards Bank in 1996 as director and developer of the private banking group. Prior to joining the Bank, he was with a regional bank and a community bank where he specialized in private banking. He has directed the expansion of the Bank into the Indianapolis and Cincinnati markets and was named President in 2008.

 

Mr. Lechleiter is a certified public accountant and since 2002 has served as the Executive Vice President and Chief Financial Officer of Kindred Healthcare, Inc., a Fortune 500 healthcare services company based in Louisville. Mr. Lechleiter has also served in senior financial positions at other large publicly held healthcare services companies such as Humana Inc. and HCA, Inc. over his professional career. His extensive experience in financial reporting, corporate finance, investor relations, mergers and acquisitions and corporate governance is valuable to the Board. Mr. Lechleiter serves on the Audit Committee as a financial expert and also chairs the Compensation Committee of Bancorp.

 

Mr. Madison is Chief Executive Officer of Plumbers Supply Company, Inc., an 85-year-old family-owned regional supplier and service source in the plumbing, heating and piping industries. Because his company is typical of our customer base, Mr. Madison’s business perspective is important to the Company’s Board of Directors. In addition, he is a long-serving member with a deep understanding of the role of the Board and of the Company and its operations. Mr. Madison serves on the Audit Committee of Bancorp and the Bank’s Loan Committee.

 

Mr. Northern is a partner in the Louisville office of Wyatt, Tarrant & Combs where he has practiced law since 1980. Earlier in his career Mr. Northern was a White House Fellow, served as Special Assistant to the United States Secretary of the Interior Cecil Andrus and was the Legislative Director for U.S. Representative Romano Mazzoli. Mr. Northern’s legal experience is valuable to the Board including corporate governance, compliance, strategy and acquisition and development activities. He serves on the Nominating and Corporate Governance Committee of Bancorp and the Bank’s Trust and Loan Committees.

 

Mr. Priebe is President of Hall Contracting of Kentucky, which provides construction services in the areas of heavy construction, electrical, civil, pipeline, and highway and bridge construction. A registered professional civil engineer, he began his career at Hall in 1986. Mr. Priebe has had extensive involvement with many civic organizations throughout his career. He has worked with the Kentucky Transportation Cabinet Disadvantaged Business Enterprise Training Program and is actively mentoring a local electric contractor. Mr. Priebe’s business acumen and familiarity with the local and regional economic climate bring valuable perspective to the Board.  Mr. Priebe serves on the Audit Committee of Bancorp and the Bank’s Trust Committee.

 

9


 

Mr. Simon is President and Chief Executive Officer of Publishers Printing Company LLC, a fifth-generation printing company. The company is the largest employer located in a county contiguous to the Bank’s primary market - one designated as a growth area for the Bank. Mr. Simon’s reputation has assisted the Bank in gaining a larger market share in that area.  Mr. Simon brings his business perspective to the Board. He serves on the Nominating and Corporate Governance Committee of Bancorp as well as the Bank’s Trust Committee.

 

Mr. Tasman is President of Tasman Industries, Inc. and Tasman Hide Processing headquartered in Louisville. This family-owned business was founded in 1947 and operates 16 locations in North America with offices in Europe and Asia. The company produces leather and finished products used by the military and general population. Mr. Tasman’s extensive knowledge of consumer demands and global business trends brings a unique perspective to the Board. He serves on the Compensation Committee of Bancorp and the Loan Committee of the Bank.

 

Ms. Thompson joined the Bank in 1992 as manager of the Investment Management and Trust Department, at which time the Trust Department had $200 million in assets under management. Under her leadership, the department has grown to $2.0 billion in assets under management and is one of the most profitable independent trust companies in the country. Prior to joining the Company, Ms. Thompson practiced estate planning law and worked in a regional bank’s trust department where she specialized in investment management and estate and personal financial planning.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THESE NOMINEES

 

ITEM 3.  RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee has selected KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 and has directed that management submit the selection of the independent registered public accounting firm to shareholders for ratification at the Annual Meeting. KPMG LLP has been engaged to audit the consolidated financial statements of S.Y. Bancorp for the past 25 years.  Representatives of KPMG LLP are expected to be present at the meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

 

Shareholder ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm is not required by the Company’s bylaws or otherwise. However, we are submitting the selection of KPMG LLP to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent audit firm at any time during the year if it is determined that such a change would be in the best interests of the Company and its shareholders.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE SELECTION OF KPMG LLP

 

ITEM 4:  APPROVAL OF THE ANNUAL CASH INCENTIVE PLAN

 

The Board of Directors has adopted and is requesting that our shareholders approve the Annual Cash Incentive Plan (the “Incentive Plan”). If our shareholders approve the Incentive Plan, the Incentive Plan will first be used for bonuses earned by eligible Company employees in 2013 and paid in 2014 as well as in future years.

 

We are asking for approval of the Incentive Plan so that we may qualify incentives paid as performance-based compensation under Section 162(m) of the Internal Revenue Code and the regulations and guidance promulgated thereunder (“Section 162(m)”). In doing so the Company would be able to deduct in full for federal

 

10


 

income tax purposes the compensation recognized by our executive officers in connection with incentives paid under the Incentive Plan. Section 162(m) generally denies a corporate tax deduction for annual compensation exceeding $1 million paid to the Chief Executive Officer and other “covered employees” as determined by Section 162(m). However, certain types of compensation, including performance-based compensation, are excluded from this deductibility limit. To enable incentives to be paid under the Incentive Plan to qualify as performance-based compensation within the meaning of Section 162(m), the material terms of the performance criteria which may be used to establish goals for bonus compensation under the Incentive Plan must be approved by our shareholders.

 

Summary of Incentive Plan

 

The following paragraphs provide a summary of the principal features of the Incentive Plan and its operation. This summary is qualified in its entirety by the Incentive Plan set forth in Appendix A.

 

Purpose: The purpose of the Incentive Plan is to motivate and reward eligible executives by making a portion of their cash compensation dependent on the achievement of certain corporate, business unit and individual performance goals; to further link an executive’s interests with those the Company by creating a direct relationship between key Company performance measurements and individual incentive payouts; and to enable the Company to attract and retain superior employees by providing a competitive incentive program that rewards outstanding performance.

 

The Incentive Plan is designed to qualify cash incentives paid to executive officers of the Company as “performance-based” compensation under Section 162(m) of the Internal Revenue Code. Under Section 162(m) the Company may not receive a federal income tax deduction for annual compensation exceeding $1 million paid to the Chief Executive Officer and certain other highly compensated executive officers to the extent that any of these individuals receives more than $1 million in any one year. However, if we pay compensation that is performance-based under Section 162(m), the Company can still receive a federal income tax deduction for the compensation even if it is more than $1 million during a single year. The Incentive Plan allows us to pay incentive compensation that is performance-based and therefore fully deductible on the Company’s federal income tax return.

 

Eligibility to Participate

 

The Incentive Plan will be administered by the Compensation Committee or such other committee designated by our Board consistent with the requirements of Section 162(m). The Compensation Committee selects which of our employees will be eligible to receive awards under the Incentive Plan. It is expected that all of the Company’s executive officers (a group of eight individuals) will participate in the Incentive Plan in any year.  If a participant is made eligible for the plan mid-year, the participant will be eligible only for a prorated award, based on the portion of the year worked during the performance period. Awards made for 2013 are contingent on shareholder approval of the plan; if it is not approved, the Compensation Committee will re-consider what incentives, if any, are appropriate, with that knowledge in mind.

 

Target Awards and Performance Goals

 

The Compensation Committee selects a performance period of at least 12 months (normally, the calendar year) and within the first 90 days of that performance period and before an award’s result is substantially certain, establishes written target awards and performance goal(s) for each participant that must be achieved before an award will be paid to the participant. The performance goals will be based on one or more or a combination of the following performance criteria:

 

·                  earnings or earnings per share (whether on a pre-tax, after-tax, operational or other basis, diluted or undiluted, and before or after adjustments for extraordinary items and business combination acquisition and restructuring costs);

·                  return on equity;

·                  return on assets;

·                  net or gross revenues or revenue growth over prior year or as compared to budget;

·                  expenses or expense levels;

·                  one or more operating ratios;

·                  stock price (including, but not limited to, growth measures and total shareholder return);

·                  stockholder return;

 

11


 

·                  the accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions;

·                  economic value added;

·                  net or gross income or income growth over prior year or as compared to budget, which, if determined for a department or business unit, may be determined solely with reference to direct costs of that department or business unit.

 

The performance criteria listed above may be measured based on performance of the Company as a whole, or any business unit, division, department or any combination of these, on an absolute basis and/or a basis relative to one or more peer group companies or indices, or any combination thereof, as the Committee determines.  The participant’s target award will typically be expressed as a percentage of the participant’s base salary. In special circumstances, the target award may be expressed as a fixed amount of cash. Performance goals may differ from participant to participant and from performance period to performance period.

 

Certification and Payment of Awards

 

After the performance period ends the Compensation Committee will certify in writing the extent to which the pre-established performance goals were achieved or exceeded. The actual award that is payable to a participant is determined using a pre-determined formula, and then may be decreased (but not increased) by the Committee. The Incentive Plan limits actual awards to a maximum of $750,000 per participant in any fiscal year, even if the formula otherwise indicates a larger award.

 

If provided when an award is made, the Committee may adjust or modify the calculation of an award in an objective fashion in some or all of the following events:

 

·                  significant litigation or claims judgments or settlements;

·                  a change in tax laws, accounting standards or principles, or other laws or regulatory rules affecting reporting results;

·                  extraordinary nonrecurring items as described in Accounting Principles Board Opinion No 30 (or a successor pronouncement);

·                  transaction costs related to acquisitions or divestitures;

·                  any other specific unusual or nonrecurring events.

 

Actual awards will be paid in cash as soon as administratively practicable, but no later than 2½ months after the end of a performance period. If a participant terminates employment in the event of death or disability, a pro-rated award will be paid. In the event of a change in control of the Company, awards under the Incentive Plan will be calculated based on the Company’s performance (pro-rated if appropriate based on the type of goal) as of the date of change in control.

 

Administration, Amendment and Termination

 

The Compensation Committee administers the Incentive Plan. Members of the Compensation Committee must qualify as outside directors under Section 162(m). Subject to the terms of the Incentive Plan, the Compensation Committee has power to:

 

·                  designate participants;

·                  determine the terms and conditions of any award;

·                  determine whether, to what extent, and under what circumstances awards may be forfeited or suspended;

·                  interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the Incentive Plan or any instrument or agreement relating to, or award granted under, the Incentive Plan;

·                  establish, amend, suspend, or waive any rules for the administration, interpretation and application of the Incentive Plan, and

·                  make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Incentive Plan.

 

Our Board or the Compensation Committee may amend, suspend or terminate the Incentive Plan, in whole or in part, provided that no amendment that requires shareholder approval for the Incentive Plan to continue to comply

 

12


 

with Section 162(m) shall be effective unless approved by the requisite vote. No amendment shall adversely affect the rights of any participant to awards allocated prior to such amendment, suspension or termination.

 

Federal Income Tax Consequences

 

Under present federal income tax law, participants will recognize ordinary income equal to the amount of the award received in the year of receipt. That income will be subject to applicable income and employment tax withholding by the Company. If and to the extent that the Incentive Plan payments satisfy the requirements of Section 162(m) of the Code and otherwise satisfy the requirements for deductibility under federal income tax law, the Company will receive a deduction for the amount constituting ordinary income to the participant.

 

Awards to be Granted to Certain Individuals

 

Awards under the Cash Incentive Plan are determined based on actual Company performance, and so the precise amount of 2013, or any future year cash incentives, cannot now be determined.   Based on the performance goals established for potential cash incentives under the Cash Incentive Plan for 2013,  the following range of cash incentives are possible for calendar year 2013 (to be paid in early 2014).

 

Name and Position 

 

Dollar Value

 

No. of Units

 

David Heintzman, Chairman and CEO (2) 

 

$0 - $535,000

 

n/a

 

Nancy Davis, CFO (2)

 

$0 - $139,200

 

n/a

 

James Hillebrand, President (2)

 

$0 - $300,000

 

n/a

 

Kathy Thompson, Senior EVP and Manager of Investment Management and Trust (3) 

 

$0 - $241,500

 

n/a

 

Phillip Poindexter, EVP and Chief Lending Officer (4) 

 

$0 - $162,000

 

n/a

 

Executive Group (5)

 

$0 - $1,774,900

 

n/a

 

Non-Executive Officer Employee Group

 

n/a

 

n/a

 

 

(1)                                 The ranges of dollar values above reflect the cash incentive payable if (i) the minimum performance is not achieved, as compared to (ii) the total dollar amount that would be paid if 2013 performance were at or above the maximum goals set for each executive.   The performance criteria used for each executive for 2013 is similar to the criteria used in 2012, as discussed in detail in the “Short Term Cash Incentives” subsection of Compensation Discussion and Analysis later in this proxy, with the performance thresholds and criteria indicated for each executive for 2013 generally summarized in the next three notes.

(2)                                 For Mr. Heintzman, Mr. Hillebrand and Ms. Davis, cash incentives of up to 100%, 80% and 60% of their respective base salaries would be paid at the maximum performance level of the Company achieving 2013 diluted earnings per share excluding transaction costs (EPS) of $1.95 or higher, with a cash incentive of 10%, 8% and 6% respectively, if 2013 EPS is at least at the threshold goal level of $1.61.

(3)                                 Ms. Thompson’s cash incentive in 2013 will be based on both the Company’s actual 2013 EPS (with this portion of her cash incentive ranging from 1.75% of base salary at $1.61 EPS and 17.5% of base at $1.95 or higher EPS), and the growth of the Trust Department’s revenue and profits over the prior year (with a cash incentive of between 2.625% and 26.25% of her base salary if actual department revenue grows at least 2%, or up to 11% or more over the prior year, and of 2.625% to 26.25% of base for departmental profit growth of down 1% to up 10% or more), for a maximum incentive if the maximum goals in each category are achieved of 70% of her base salary.

(4)                                 Mr. Poindexter’s cash incentive will be based on points totaled for three components: production (loan and deposit growth, and the number of employees managed who achieve their loan growth goals, for example), other fee income growth (treasury and international revenues growth), and credit quality (staying below a charge-off threshold), as well as actual EPS for the company, with the first three operational components giving him the potential to earn an incentive beginning at 50 operational points (11.25% of his base), and, at 200 points an incentive of 45% of his base, plus an incentive payment of between 1.5% and 15% of his base if EPS is at least $1.61 or as high as $1.95 or more, for a maximum total incentive payment of 60% of his base salary.

(5)                                 This includes all named officers listed in the table above, plus 3 other executives of the Bank for whom the Committee set 2013 goals under the terms of the Annual Cash Incentive Plan.

 

13


 

Required Vote and Board of Directors Recommendation

 

The affirmative vote of the holders of a majority of the shares of the Company Common Stock present in person or represented by proxy and voting on the matter is required to approve the Incentive Plan. The Board of Directors believes that the Incentive Plan is in the best interest of the Company and its shareholders for the reasons stated above.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ANNUAL CASH INCENTIVE PLAN AND APPROVAL OF THE PERFORMANCE CRITERIA STATED IN IT

 

ITEM 5:  ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

We are asking our shareholders to provide an advisory vote on the compensation of the named executive officers disclosed in the REPORT ON EXECUTIVE COMPENSATION section of this proxy statement. We have included this proposal among the items to be considered at the Annual Meeting pursuant to the requirements of Section 14A of the Securities Exchange Act of 1934. While this vote is non-binding on our Company and the Board of Directors, it will provide the Compensation Committee with information regarding investor sentiment about our executive compensation philosophy, policies and practices which the Committee will be able to consider when determining future executive compensation arrangements. Following is a summary of some of the key points of our 2012 executive compensation program. See the REPORT ON EXECUTIVE COMPENSATION section of this proxy statement for more information.

 

The pay-for-performance compensation philosophy of the Compensation Committee supports S.Y. Bancorp’s primary objective of creating value for its shareholders.  The Committee strives to ensure that compensation of S.Y. Bancorp’s executive officers is market-competitive to attract and retain talented individuals to lead S.Y. Bancorp and the Bank to growth and higher profitability while maintaining stability and capital strength.  Our executive compensation program has been designed to align managements’ interests with those of our shareholders. In addition, the program seeks to mitigate risks related to compensation. In designing the 2012 compensation program, the Compensation Committee used key performance measurements to motivate our executive officers to achieve short-term and long-term business goals after reviewing peer and market data and the Company’s business expectations for 2012.

 

We believe that the information provided regarding executive compensation in this proxy statement demonstrates that our executive compensation program was designed appropriately and is working to maximize shareholder return while mitigating risk and aligning managements’ interests with our shareholders. Accordingly, the Board of Directors recommends that shareholders approve the following advisory resolution:

 

RESOLVED, that the shareholders of S.Y. Bancorp, Inc. approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the S.Y. Bancorp, Inc. 2013 proxy statement pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other executive compensation tables and related narratives.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT

 

14


 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

Set forth in the following table is the beneficial ownership of our Common Stock as of January 31, 2013 for each person or entity known by us to beneficially own more than five percent of the outstanding shares of our Common Stock; all our Directors and executive officers as a group; and Directors, executive officers and employees as a group.  “Executive Officer” means the chairman, president, any vice president in charge of a principal business unit, division or function, or other officer who performs a policy making function or any other person who performs similar policy making functions and is so designated by the Board of Directors.  For a description of the voting and investment power with respect to the shares beneficially owned by the nominees for election as directors of S.Y. Bancorp, see the tables below.

 

Name of Beneficial Owner

 

Amount and Nature
of Beneficial
Ownership

 

Percent of
S.Y. Bancorp Common
Stock (1)

 

BlackRock, Inc. 

 

810,066

(2)

5.8

%

40 East 52nd Street

 

 

 

 

 

New York, NY 10022

 

 

 

 

 

 

 

 

 

 

 

The Vanguard Group, Inc.  

 

709,579

(2)

5.1

%

100 Vanguard Boulevard

 

 

 

 

 

Malvern, PA 19355

 

 

 

 

 

 

 

 

 

 

 

Directors and executive officers of Bancorp and the Bank as a group (17 persons)

 

1,433,366

(3)

10.0

%

 

 

 

 

 

 

Directors, executive officers, and employees of Bancorp and the Bank as a group (355 persons)

 

2,401,251

(3)(4)

16.4

%

 

(1)                                 Shares of S.Y. Bancorp Common Stock subject to stock options and stock appreciation rights that are currently exercisable or may become exercisable within the following 60 days under S.Y. Bancorp’s Stock Incentive Plans are deemed outstanding for purposes of computing the percentage of S.Y. Bancorp Common Stock beneficially owned by the person and group holding such options and stock appreciation rights but are not deemed outstanding for purposes of computing the percentage of S.Y. Bancorp Common Stock beneficially owned by any other person or group.

 

(2)                                 Based upon Schedule 13G filed with the SEC as of December 31, 2012.

 

(3)                                 Includes 395,053 shares held by directors and executive officers subject to outstanding stock options and stock appreciation rights that are currently exercisable or may become exercisable within the following 60 days and 91,553 shares held in 401(k)/ESOP accounts.

 

(4)                                 The shares held by the group include 186,104 shares held by non-executive officers and employees of the Bank.  In addition, includes 364,436 shares subject to stock options and stock appreciation rights that are currently exercisable or may become exercisable within the following 60 days held by non-executive officers of the Bank and 417,345 shares held by non-executive officers and employees of the Bank in their 401(k)/ESOP accounts, with sole voting power and investment power.   S.Y. Bancorp has not undertaken the expense and effort of compiling the number of shares other officers and employees of the Bank may hold other than directly in their own name.

 

15


 

The following table shows the beneficial ownership of S.Y. Bancorp, Inc.’s common stock as of January 31, 2013 by each nominee for election as directors and each named executive officer.

 

 

 

Number of

 

Percent of

 

 

 

Shares

 

S.Y.

 

 

 

Beneficially

 

Bancorp

 

 

 

Owned

 

Common

 

Name

 

(1) (2) (3) (4)

 

Stock

 

 

 

 

 

 

 

Nancy B. Davis

 

104,170

 

 

(5)

Charles R. Edinger III

(6)

193,459

 

1.4

%

David P. Heintzman

(7)

265,001

 

1.9

%

Carl G. Herde

 

20,862

 

 

(5)

James A. Hillebrand

(8)

84,590

 

 

(5)

Richard A. Lechleiter

(9)

19,954

 

 

(5)

Bruce P. Madison

(10)

52,748

 

 

(5)

Richard Northern

 

17,845

 

 

(5)

Phillip S. Poindexter

 

49,789

 

 

(5)

Stephen M. Priebe

 

2,325

 

 

(5)

Nicholas X. Simon

(11)

57,410

 

 

(5)

Norman Tasman

(12)

212,798

 

1.5

%

Kathy C. Thompson

 

111,733

 

 

(5)

 

(1)   Includes, where noted, shares in which members of the nominee’s or executive officer’s immediate family have a beneficial interest.  The column does not, however, include the interest of certain of the listed nominees or executive officer in shares held by other non-dependent family members in their own right.  In each case, the principal disclaims beneficial ownership of any such shares, and declares that the listing in this Proxy Statement should not be construed as an admission that the principal is the beneficial owner of any such securities.

 

(2)   Includes shares subject to outstanding stock options and stock appreciation rights (SARs) that are currently exercisable or may become exercisable within the following 60 days and unvested restricted shares issued under S.Y. Bancorp’s Stock Incentive Plan(s) as follows:

 

 

 

Stock Options

 

Unvested Restricted

 

Name

 

and SARs

 

Stock Grants

 

 

 

 

 

 

 

Davis

 

36,138

 

2,770

 

Edinger

 

1,050

 

644

 

Heintzman

 

138,821

 

10,855

 

Herde

 

1,050

 

644

 

Hillebrand

 

40,982

 

5,994

 

Lechleiter

 

1,000

 

644

 

Madison

 

1,050

 

644

 

Northern

 

400

 

644

 

Poindexter

 

37,163

 

3,280

 

Priebe

 

—

 

644

 

Simon

 

1,050

 

644

 

Tasman

 

1,050

 

644

 

Thompson

 

63,690

 

4,519

 

 

16


 

(3)         Includes shares held in Directors’ Deferred Compensation Plan as follows:

 

 

 

Number

 

 

 

of

 

Name

 

Shares

 

 

 

 

 

Edinger

 

13,811

 

Herde

 

6,955

 

Lechleiter

 

6,548

 

Madison

 

37,401

 

Northern

 

3,185

 

Priebe

 

631

 

Simon

 

8,613

 

Tasman

 

28,572

 

 

(4)         Includes shares held in the Company’s 401(k)/ESOP as follows:

 

 

 

Number

 

Name

 

of Shares

 

 

 

 

 

Davis

 

15,200

 

 

 

 

 

Heintzman

 

23,304

 

 

 

 

 

Hillebrand

 

11,289

 

 

 

 

 

Poindexter

 

5,778

 

 

 

 

 

Thompson

 

17,559

 

 

(5)         Less than one percent of outstanding S.Y. Bancorp Common Stock.

(6)         Includes 60,413 shares owned by Mr. Edinger’s wife.

(7)         Includes 4,041 shares owned by Mr. Heintzman’s wife.

(8)   Includes 17,250 shares held jointly by Mr. Hillebrand and his wife, 7,756 shares owned by Mr. Hillebrand’s wife and 391 shares held as custodian for children.

(9)   Includes 9,380 shares held jointly by Mr. Lechleiter and his wife and 1,200 shares held as custodian for children.

(10) Includes 8,711 shares held jointly by Mr. Madison and his wife and 1,914 shares owned by Mr. Madison’s wife.

(11) Includes 56,360 shares held by Publishers Printing Company LLC, of which Mr. Simon is President and Chief Executive Officer.

(12) Includes 46,551 shares owned by Mr. Tasman’s mother for which Mr. Tasman shares voting control but from which he derives no economic benefit; 59,359 shares held jointly by Mr. Tasman and his wife; 4,685 shares held as custodian for their son, and 69,825 shares owned by a partnership from which Mr. Tasman derives economic benefit.

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, our Directors and persons who own more than 10% of a registered class of S.Y. Bancorp’s common stock to file initial reports of ownership and changes in ownership with the SEC and the NASDAQ.  Such executive officers, Directors and shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to us and written representations from the applicable executive officers and our Directors, all persons subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis for the year ended December 31, 2012 with the exception of Mr. Brooks’s wife, who sold 128 shares on October 26, 2012 and reported the transaction on October 31, 2012.

 

17


 

EXECUTIVE COMPENSATION AND OTHER INFORMATION

 

REPORT ON EXECUTIVE COMPENSATION

 

Compensation Discussion and Analysis

 

Introduction

 

The members of the Compensation Committee are Messrs. Edinger, Lechleiter (chair), and Tasman, all of whom are independent non-employee Directors.  The Board of Directors has adopted a written charter for the Compensation Committee.  The functions of this Committee include establishing the compensation amounts and programs for the executive officers and directors.  The Committee held five meetings during 2012, and its actions included finalizing all aspects of 2012 executive compensation based on recommendations made by an outside compensation consultant and recommending such compensation to the Board for approval. In addition, the Committee reviewed compensation philosophy with its outside consultant, reviewed compliance with the Committee charter, reviewed the company-wide retirement plan programs, reviewed the 2013 Bancorp operating budget and its effect on incentive compensation programs for 2013, discussed executive succession planning, received education on compensation matters and implemented recommendations from an outside consultant on non-employee director compensation for 2013. The Compensation Committee considered the affirming vote from the 2012 shareholder vote regarding executive compensation which provided the Committee with information regarding investor sentiment about the Company’s executive compensation philosophy, policies and practices. The Committee will continue to consider this information when determining future executive compensation arrangements.

 

The Role of Compensation Consultants; Conflicts

 

In 2010, the Committee engaged Mercer LLC to conduct a comprehensive review of executive and director compensation for 2011 and beyond.  Mercer was asked to review current executive compensation practices, including competitiveness with market and appropriateness of the program given Bancorp’s business strategy and organizational structure. Mercer, along with the Committee, developed a pay for performance strategy that the Committee continued to use for 2012. Mercer reviewed the listing of peer banks to which the Company benchmarks its 2012 executive compensation and suggested no changes from those used in the prior year. Mercer provided input for 2012 base salaries. Also, Mercer provided a review of the director compensation program, including competitiveness with market and appropriateness of the program relative to broader market best practices for 2013.

 

Pursuant to the Committee’s charter, and in light of new SEC and proposed NASDAQ rules, the Committee considered Mercer’s independence. The Committee requested and received from Mercer information on the following independence factors: (i) other services Mercer performs for the Company, (ii) the amount of fees received by Mercer from the Company in relation to its total revenue, (iii) the policies and procedures of Mercer that are designed to prevent conflicts of interest, (iv) any business or personal relationships of the Mercer consultant with a member of the Committee, (v) the amount of S.Y. Bancorp stock owned by the consultant, and (vi) any business or personal relationships between the executive officers and the compensation consultant or Mercer,  The committee concluded that Mercer’s work for the Committee is independent and does not raise a conflict of interest.

 

Objectives of Compensation Programs

 

The pay-for-performance compensation philosophy of the Compensation Committee supports the Company’s primary objective of creating value for its shareholders without unnecessary risk-taking.  The Committee strives to ensure the compensation of the Company’s executive officers is market-competitive to attract and retain talented individuals to lead the Company to growth and higher profitability while maintaining stability and capital strength.  The Company competes with many other financial institutions in the markets where it operates — metropolitan Louisville, Indianapolis and Cincinnati — for the most talented individuals available. Competing financial institutions range in size from very small community banks to significantly larger community, super-regional and money center banks.  All of these banks are competing for capable management, and accordingly, are willing to attractively compensate individuals to join and/or remain with their respective organization.

 

18

 


 

Peer Group

 

The Committee continued using a peer group for compensation benchmarking purposes, and the 2012 peer group is as follows:

 

Bank Mutual Corporation, Wisconsin

Bank of Kentucky Financial Corp., Kentucky

Bryn Mawr Bank Corp., Pennsylvania

Cardinal Financial Corp., Virginia D

City Holding Company, West Virginia

Enterprise Bancorp, Inc., Massachusetts

Merchants Bancshares, Inc., Vermont

Omniamerican Bancorp, Inc., Texas

Orrstown Financial Services, Inc., Pennsylvania

Provident New York Bancorp, New York

Simmons First National Corporation, Arkansas

Suffolk Bancorp, New York

TrustCo Bank Corp NY, New York

Univest Corporation of Pennsylvania, Pennsylvania

Washington Trust Bancorp, Inc., Rhode Island

 

In selecting a peer group, the following criteria was used (1) publicly traded banks with asset size from $1 billion to $4 billion with a target size of $2 billion or banks ranging from .5x — 2.0x target, (2) employee base between 225 and 1,000 full time equivalent employees, (3) location in a metropolitan area of 200,000 or more people, (4) insider ownership less than 45% with no single holder over 15%, (5) non-interest income greater than $10 million, (6) market capitalization greater than $90 million, and (7) not a TARP participant.  The Committee concluded these factors resulted in the best comparisons to the Company as it is located in large cities, has a trust company of nearly $2.0 billion in assets under management generating significant non-interest income, and should be viewed with other organizations not subject to TARP-related federal limitations on compensation.

 

The Committee has historically sought to have management’s base compensation approximate between the 50th and 75th percentiles of its peer group with the Chairman and Chief Executive Officer target at 75 percent of the peer group.

 

The Committee believes the following compensation strategies for the Company’s executive officers, including the Chief Executive Officer, achieve its objectives.  The philosophy of the Compensation Committee reflects a pay-for-performance culture that is competitive with other employers with which the Bancorp competes for executive talent.

 

The General Design of S.Y. Bancorp’s Compensation Programs

 

As the business of banking evolves and the Company continues to distinguish itself as an exceptional performer, it has become increasingly apparent that the Company’s success is highly dependent upon the continuity realized by retaining very capable key officers. It is these individuals who execute the strategic plans of the Company. They deliver the Company’s century-old reputation for exceptional, high-quality service and long track record of outstanding financial performance. With the primary reason for customer dissatisfaction being disruption caused by banking officer turnover, management and the Committee have designed compensation programs to respond to the high priority of appropriately compensating officers critical to its customer service mission.

 

The Committee believes that a structure focusing on base salary, annual short-term cash incentives, and long-term equity incentives is appropriate to achieve its objectives of attracting, motivating and retaining key executives, and paying them based on their performance.  In addition to these elements of compensation, the Committee monitors and periodically modifies post-employment types of compensation (nonqualified or supplemental retirement and severance pay programs) each designed to retain valuable executive talent. The Company has no employment contracts with any of its officers.

 

For 2012, the Chief Executive Officer’s compensation was determined by the Committee.  Having considered each individual’s performance, the Chief Executive Officer recommends levels for base compensation for the other executive officers to the Committee. After discussion of each executive, the Committee either approves or adjusts the recommendations.

 

19


 

Specific Elements of Compensation, and How Performance Impacts Each

 

The Company’s in-service compensation program consists of three key components:

 

·                  Base salary

·                  Short-term cash incentives

·                  Long-term equity-based incentives

 

The elements of post-employment compensation and benefits for executives (in addition to the retirement programs provided to employees generally) include:

 

·             Contributory nonqualified deferred compensation for all executives

·             Noncontributory nonqualified supplemental pension plan for two executives

·             Change-in-control severance agreements with certain executive officers

 

Base Salary. Executive officers’ base pay is determined by evaluating the most recent comparative peer data relative to similar roles and responsibilities designated in their positions.  For positions not specifically matched to peers, the officer’s level of responsibility is compared to positions deemed equivalent thereto. The Committee has set the 75th percentile as a benchmark for base salary relative to peers for Mr. Heintzman.  Individual salary increases are reviewed annually using this information as well as consideration of the executive’s individual performance during the preceding year.  For 2012, the Committee established a range between the 50th and 75th percentile for base salary relative to peers. In consideration of this range, Mr. Heintzman requested no increase in his base compensation because it approximated 75th percentile of the peer group. The Committee concurred.

 

Short-term Cash Incentives. The objective of annual cash incentive compensation is to deliver levels of compensation conditioned on the attainment of certain financial, departmental and/or operating results of the Company.  The Committee believes these to be primary drivers of stock price performance over time.  Therefore, the Committee established an incentive program based upon the achievement of certain earnings per share goals as well as line of business goals applicable to specific officers’ duties.  For 2012, the determination as to whether cash incentives would be paid to Mr. Heintzman and non-line of business executive vice presidents was based solely upon the achievement of diluted earnings per share (EPS) levels as set forth below. The formula has increasingly higher payout percentages for corresponding higher EPS levels that reinforces the Committee’s pay-for-performance philosophy.  2012 EPS targets and corresponding bonus percentages follow:

 

Mr. Heintzman, Ms. Davis and Mr. Hillebrand

 

 

 

Bancorp

 

 

 

Bonus as a Percentage of Base Salary

 

 

 

EPS

 

 

 

Mr. Heintzman

 

Ms. Davis

 

Mr. Hillebrand

 

 

 

 

 

 

 

 

 

 

 

 

 

Threshold

 

$

1.71

 

 

 

10

%

6

%

8

%

 

 

$

1.72

 

 

 

20

%

12

%

16

%

 

 

$

1.73

 

 

 

30

%

18

%

24

%

 

 

$

1.74

 

 

 

40

%

24

%

32

%

Target

 

$

1.75

 

 

 

50

%

30

%

40

%

 

 

$

1.78

 

 

 

60

%

36

%

48

%

 

 

$

1.81

 

 

 

70

%

42

%

56

%

 

 

$

1.84

 

 

 

80

%

48

%

64

%

 

 

$

1.87

 

 

 

90

%

54

%

72

%

Maximum

 

$

1.90

 

or greater

 

100

%

60

%

80

%

 

20


 

For 2012, the Company earned $1.85 per diluted share and accordingly the following incentive payments were made:

 

Name 

 

2012 Base
Salary

 

Incentive
Percentage

 

Incentive
Payment

 

Heintzman

 

$

535,000

 

80

%

$

428,000

 

Davis

 

$

225,000

 

48

%

$

108,000

 

Hillebrand

 

$

360,000

 

64

%

$

230,400

 

 

Ms. Thompson

 

Ms. Thompson’s short-term incentive has three components: departmental gross revenue, income before overhead allocations, and EPS of the Company as a whole. The investment management and trust department ranks in the top 100 bank-owned trust departments in the country based on revenue and contributes approximately 40% of the Bank’s total non-interest income and 20% of the Company’s net income, distinguishing the Company from its peers.  Growth in departmental profitability therefore directly affects the profitability of the Bank and significantly enhances shareholder value.  The respective targets and corresponding bonus percentages for Ms. Thompson follow:

 

 

 

Departmental Gross Revenue

 

Departmental Income Before Overhead Allocations

 

 

 

Percentage

 

Bonus as

 

Percentage

 

Bonus as

 

 

 

Increase over

 

Percentage

 

Increase over

 

Percentage

 

 

 

Prior Year

 

of Base Salary

 

Prior Year

 

of Base Salary

 

Threshold

 

2

%

2.625

%

1

%

2.625

%

 

 

3

%

5.250

%

2

%

5.250

%

 

 

4

%

7.875

%

3

%

7.875

%

 

 

5

%

10.500

%

4

%

10.500

%

Target

 

6

%

13.125

%

5

%

13.125

%

 

 

8

%

15.750

%

8

%

15.750

%

 

 

10

%

18.380

%

10

%

18.380

%

 

 

12

%

21.000

%

12

%

21.000

%

 

 

14

%

23.630

%

14

%

23.630

%

Maximum

 

Over 14

%

26.250

%

Over 14

%

26.250

%

Actual Results

 

4

%

7.875

%

1

%

2.625

%

 

Bancorp EPS

 

 

 

 

 

 

 

Bonus as

 

 

 

Bancorp

 

 

 

Percentage of

 

 

 

EPS

 

 

 

Base Salary

 

Threshold

 

$

1.71

 

 

 

1.75

%

 

 

$

1.72

 

 

 

3.50

%

 

 

$

1.73

 

 

 

5.25

%

 

 

$

1.74

 

 

 

7.00

%

Target

 

$

1.75

 

 

 

8.75

%

 

 

$

1.78

 

 

 

10.50

%

 

 

$

1.81

 

 

 

12.25

%

 

 

$

1.84

 

 

 

14.00

%

 

 

$

1.87

 

 

 

15.75

%

Maximum

 

$

1.90

 

or greater

 

17.50

%

Actual Results

 

$

1.85

 

 

 

14.00

%

 

For 2012, combined achievement levels of the three incentive components resulted in a bonus of 24.50% of base salary, or $82,075.

 

21


 

Mr. Poindexter

 

The Committee believes its incentive matrix plan for Mr. Poindexter drives achievement of the Company’s annual performance goals to support its strategic business objectives and promote the attainment of specific financial goals while encouraging teamwork and compliance.  Mr. Poindexter’s bonus targets cover a matrix of all areas of his responsibility including:  Commercial Banking, Private Banking, Business Banking, Treasury Management, International, and Correspondent Banking.  The Commercial Banking, Private Banking, and Business Banking areas of all three markets are the source of significant loan and deposit growth.  Net interest income comprises approximately two-thirds of the Company’s consolidated revenues.  Shareholder value is enhanced as growth in these areas significantly impacts the profitably of the Company.  Mr. Poindexter’s matrix assigns various weights to several categories including: average over average net loan and deposit growth, growth of loan fees and service charges, customer satisfaction and charge-offs.  The program requires a minimum of 50 points for any incentive bonus to be paid.  Additionally, certain point deductions are considered to promote quality of growth including deductions for excessive charge-offs and non-compliance with established customer service standards.  The matrix below used to compute the incentive is structured such that achievement of target performance in all categories results in a cash incentive equal to 22.50% of base salary.  Goals are considered aggressive and relatively difficult to achieve.

 

The following is a summary of Mr. Poindexter’s performance under the short-term incentive plan:

 

 

 

Component Weight
at Target
Performance

 

Points
Earned

 

Loan growth

 

45

%

45.58

 

Non interest deposit growth

 

10

%

20.00

 

Interest bearing deposit growth

 

5

%

—

 

Loan fees

 

10

%

—

 

Service charges

 

5

%

3.62

 

Officer production management

 

5

%

—

 

Treasury services revenue

 

5

%

9.17

 

International revenue

 

5

%

3.57

 

Credit quality/Charge offs

 

10

%

7.92

 

Total

 

100

%

89.86

 

 

Once certain performance is obtained, achievement under the target results in a prorated cash incentive, while performance exceeding targets results in a cash incentive proportionately higher, up to a maximum of 45% of base salary.  The following summarizes the parameters of the plan:

 

 

 

Bonus as a Percentage of Salary

 

 

 

Threshold

 

Target

 

Maximum

 

Operations points

 

50

 

100

 

200

 

Operations bonus %

 

11.25

%

22.50

%

45.00

%

 

22


 

In addition to departmental goals, Mr. Poindexter has a component of his cash incentive based on overall performance of the Company, as follows:

 

 

 

 

 

 

 

Bonus as

 

 

 

Bancorp

 

 

 

Percentage of

 

 

 

EPS

 

 

 

Base Salary

 

Threshold

 

$

1.71

 

 

 

1.50

%

 

 

$

1.72

 

 

 

3.00

%

 

 

$

1.73

 

 

 

4.50

%

 

 

$

1.74

 

 

 

6.00

%

Target

 

$

1.75

 

 

 

7.50

%

 

 

$

1.78

 

 

 

9.00

%

 

 

$

1.81

 

 

 

10.50

%

 

 

$

1.84

 

 

 

12.00

%

 

 

$

1.87

 

 

 

13.50

%

Maximum

 

$

1.90

 

or greater

 

15.00

%

Actual results

 

$

1.85

 

 

 

12.00

%

 

For 2012, Mr. Poindexter achieved 89.86 points under his departmental matrix plan resulting in a 20.22% bonus. Additionally, Mr. Poindexter received a 12% bonus under Bancorp EPS performance plan. In aggregate, Mr. Poindexter earned a cash bonus of 32.22% of base salary, or $84,495.

 

Long-Term Incentives.       The Committee believes the long-term incentive stock awards to executives best serve the interests of shareholders by providing those persons having responsibility for the management and growth of the Company with an opportunity to increase their ownership of the Company’s common stock and to have a stake in the future of the Company.  Additionally, these equity awards further the Company’s competitive advantage against significantly larger institutions by attracting and retaining talented individuals critical to the Company’s success.  Equity awards also provide the Company an advantage over smaller community banks where equity compensation often is not available. Stock Appreciation Rights (SARs) give the executive the right to receive S.Y. Bancorp Common Stock equal in value to the difference between the price of the Common Stock’s trading value as of the date of grant and that at a future exercise date.  The vesting period of these SARs is typically five years and the exercise period is ten years. Therefore, if the common stock market price increases, executives have an incentive because they can exercise and be issued stock based on the appreciation from the lower grant date option price.  The vesting period of the restricted shares is also typically five years. The number of equity awards granted to each executive is based upon a formula determined by the Committee to be commensurate with responsibilities. Regarding the granting of SARs in 2012, the following executives received awards with a value relative to their base salary, based on the value the awards have as determined accounting purposes.

 

Name

 

Accounting Value of SARs
Awarded as Percentage
of Base Salary

 

Mr. Heintzman

 

25.0

%

Ms. Davis

 

15.0

%

Mr. Hillebrand

 

20.0

%

Ms. Thompson

 

17.5

%

Mr. Poindexter

 

15.0

%

 

In 2011, the Committee amended the 2005 Stock Incentive Plan to allow for the issuance of performance based restricted stock units (RSUs).  The amendment provided that RSUs may be awarded to employees and directors of the Company and the Company’s affiliates on such terms and conditions as the Committee deems appropriate, including vesting upon the achievement of specified performance goals.  Upon the award of RSUs, the Committee is required to establish a period of time during which the RSUs are subject to forfeiture.  Upon the expiration of such period, and upon satisfaction of any conditions or performance goals applicable to the vesting of the RSUs, the RSU recipient will receive shares of Company common stock equal to the number of RSUs awarded and earned by the recipient.  RSU recipients do not have any rights as shareholders of the Company with respect to the RSUs at any time before the recipients receive shares of Company common stock.  The Committee may, however, grant RSUs that provide the recipient the right to receive an amount equal to the cash distributions the

 

23


 

recipient would have been entitled to receive had the recipient held the shares of the Company’s common stock underlying the RSUs on the date of such cash distributions.

 

The granted RSUs generally require the executive to remain employed until the end of a performance cycle in order to vest and be paid in shares of common stock, with prorated awards still paid to those who leave the Bank mid-cycle due to death, disability or retirement (age 60).  RSUs also vest at the target level (50% of the maximum) if a change in control occurs before a performance cycle ends. Executives do not receive the benefit of any dividends or other distributions paid on stock related to RSUs until the stock is actually issued.

 

In 2012, the Committee approved the following RSUs:

 

Performance period:

 

Three years, beginning January 1, 2012 through December 31, 2014

 

 

 

Plan goals:

 

1. Grow diluted earnings per share at the targeted compounded rate of 8% per year from the base year.

 

 

 

 

 

2. Rank at the target percentile or higher compared to peer community banks over the plan period as measured by SNL Financial for all public banks $1-$2.5 billion in assets using Return on Assets (ROA) as the performance measurement ratio. Performance will be measured by averaging the three annual rankings.

 

 

 

Performance ranges:

 

The RSUs provide for threshold, target and maximum performance goals as follows:

 

 

 

Minimum

 

Target

 

Maximum

 

 

 

 

 

 

 

 

 

Three year cumulative EPS

 

$

5.41

 

$

6.01

 

$

6.57

 

 

 

 

 

 

 

 

 

Peer bank performance percentile

 

>50

%

75

%

90

%

 

The long-term incentive will be determined as a percentage of the participant’s Year 1 base salary and will be denominated in shares of Company common stock valued on the date of grant.  Fractional shares will not be distributable.

 

A summary of the long-term incentive plan follows (all amounts are expressed as a percentage of salary):

 

 

 

EPS

 

Bancorp vs. Peers

 

Total Value of Stock Which May Be
Earned, Based on Grant-Date Value
as a % of Base Salary

 

 

 

Minimum

 

Target

 

Maximum

 

Minimum

 

Target

 

Maximum

 

Minimum

 

Target

 

Maximum

 

Heintzman

 

5.0

%

12.5

%

25.0

%

5.0

%

12.5

%

25.0

%

10.0

%

25.0

%

50.0

%

Davis

 

3.0

%

7.5

%

15.0

%

3.0

%

7.5

%

15.0

%

6.0

%

15.0

%

30.0

%

Hillebrand

 

4.0

%

10.0

%

20.0

%

4.0

%

10.0

%

20.0

%

8.0

%

20.0

%

40.0

%

Thompson

 

3.5

%

8.8

%

17.5

%

3.5

%

8.8

%

17.5

%

7.0

%

17.6

%

35.0

%

Poindexter

 

3.0

%

7.5

%

15.0

%

3.0

%

7.5

%

15.0

%

6.0

%

15.0

%

30.0

%

 

Bonus payouts:

 

Shares earned at the end of the performance period will be distributed to RSU participants by March 1 of the year following the performance period. All payouts of RSUs will be made in shares of Company common stock based on the total number of shares per participant determined at the beginning of the performance period.

 

Prior to the December 2012 announcement of the Company’s acquisition of The BANCorp, Inc., the Committee had not anticipated the short-term costs associated with an acquisition which could provide a disincentive for executives who hold RSUs that are earned based on EPS to bring attractive acquisition opportunities to the Board’s attention, unless EPS were determined without regard to such costs. Therefore in March 2013, the Committee amended the 2012 RSU awards to exclude transaction costs of an acquisition from the cumulative EPS growth calculation for the 2012 RSU awards.

 

24


 

Special Equity Grants   In February 2012, the committee granted executive management stock grants for achieving record EPS performance in 2011, one of the most challenging operating environments since the Great Depression.  Preservation of shareholder value was a key factor in the Committee’s decision to grant the shares.  The table below compares the performance of the Company’s Common Stock to two bank stock indexes; the SNL NASDAQ Bank index and the SNL Midwest Bank index for the last five years.  The graph assumes the value of the investment in the Company’s Common Stock and in each index was $100 at December 31, 2006 and that all dividends were reinvested.

 

 

 

Period Ending

 

 

 

12/31/2006

 

12/31/2007

 

12/31/2008

 

12/31/2009

 

12/31/2010

 

12/31/2011

 

S.Y. Bancorp, Inc.

 

100.00

 

87.71

 

103.54

 

82.85

 

98.05

 

84.75

 

SNL Midwest Bank index

 

100.00

 

77.94

 

51.28

 

43.45

 

53.96

 

50.97

 

SNL NASDAQ Bank index

 

100.00

 

78.51

 

57.02

 

46.25

 

54.57

 

48.42

 

 

As evidenced by the table above and in recognition of the Company’s outstanding performance throughout the financial crisis, the Committee deemed it appropriate to make stock grants that are restricted based on three years of additional service before the awards are vested.  The number of shares granted were determined based on the value per share on the date of grant as a percentage of each executive’s base salary as follows:

 

Heintzman

 

25

%

Davis

 

15

%

Hillebrand

 

25

%

Thompson

 

18

%

Poindexter

 

15

%

 

Post-Employment Compensation and Benefits   To enhance the objective of retaining key executives, the Company previously established Senior Executive Severance Agreements (the “Severance Agreement”) for Mr. Heintzman, Ms. Davis and Ms. Thompson, concluding it to be in the best interests of S.Y. Bancorp, its shareholders and the Bank to take reasonable steps to compensate these key executives in the event of a change in control or similar event.  With these agreements in place, if S.Y. Bancorp should receive takeover or acquisition proposals from third parties, S.Y. Bancorp will be able to call upon the key executives of the Bank for their advice and assessment of whether such proposals are in the best interests of shareholders, free of the influences of their personal employment situations.  These severance agreements have been in place since the mid-1990s and were updated in 2005 to reflect tax law changes and then restated and amended in their entirety in early 2010 based on the Committee’s review of peer group comparables and current trends. In 2010, similar agreements were added for the same reasons for Messrs. Hillebrand and Poindexter, as well as other executive officers.

 

Supplemental Retirement Benefits  The Bank has a nonqualified deferred compensation plan which, until 2006, merely provided executives with the ability to defer a portion of their cash compensation and related taxes, and instead receive such compensation after their employment with the Bank ends or, in certain cases, while still employed by the Bank through in-service distributions. Amendments in 2006 provided executives with Bank contributions for the amount of match and ESOP contributions they do not receive under the Bank’s qualified retirement plan because of certain limits under the Internal Revenue Code.

 

In the 1980’s, the Bank created a plan (called the Senior Officer Security Plan, or SOSP) to enhance the retirement security of key executives by granting them a fixed annual benefit per year after retirement. This fixed amount was originally designed to supplement broader-based retirement programs and bring the executives’ retirement income from combined sources of the tax-qualified employer retirement programs, social security and this plan to a level of approximately 70% of their pre-retirement income. Once implemented, the benefit amounts were never adjusted and the plan therefore is not expected to yield that level of income replacement currently. This plan covers two current executive officers, and there is no intention of adjusting their defined benefit payments or adding additional participants.

 

25


 

Stock Ownership/Retention Guidelines

 

As noted above, equity compensation is awarded to align executives’ and shareholders’ interest over the longer term; therefore, management and the Committee expect executives to own stock exclusive of unexercised stock options or SARs. While retention or disposition of shares acquired upon the exercise of stock options or SARs is at the discretion of the Company maintains minimum ownership guidelines based upon salary multiples. The Chief Executive Officer is expected to own stock at a multiple three times his base salary. For all other executives, that multiple is two times base pay.  For the officers in the Summary Compensation Table, all have exceeded the applicable guideline level with the exception of Mr. Poindexter.

 

Conclusion

 

In summary, the Committee believes the total compensation program for S.Y. Bancorp’s executive officers is competitive with programs offered by similar institutions, and executive compensation is appropriate to further the long-term goals and objectives of the Company and its shareholders.

 

COMPENSATION COMMITTEE REPORT

 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

 

The Compensation Committee of the Board of Directors of S.Y. Bancorp, Inc.

 

 

Richard A. Lechleiter, Chairman

 

Charles R. Edinger, III

 

Norman Tasman

 

The report of the Compensation Committee shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed soliciting material or subject to Regulation 14A of the Exchange Act or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

26

 


 

Executive Compensation Tables and Narrative Disclosure

 

The following table sets forth information concerning the compensation of our Chief Executive Officer, Chief Financial Officer, and the three most highly compensated executive officers other than the Chief Executive Officer and Chief Financial Officer.  Throughout this section, we refer to executives named in this table individually, as the “Executive” and collectively as the “Executives”.

 

Summary Compensation Table

 

 

 

 

 

 

 

 

 

Stock 

 

Option

 

Non- Equity
Incentive Plan

 

Change in
Pension Value
and
Nonqualified
Deferred
Compensation

 

All Other

 

 

 

Name and 

 

 

 

Salary

 

Bonus

 

Awards

 

Awards

 

Compensation

 

Earnings

 

Compensation

 

Total

 

Principal Position

 

Year

 

($)  (1)

 

($)

 

($) (2)

 

($)  (3)

 

($) (1) (4)

 

($)  (5)

 

($)  (6) (7)

 

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David P. Heintzman

 

2012

 

535,000

 

—

 

278,180

 

95,397

 

428,000

 

66,750

 

71,591

 

1,474,918

 

Chairman and CEO

 

2011

 

535,000

 

—

 

190,974

 

72,485

 

––

 

233,688

 

81,769

 

1,113,916

 

 

 

2010

 

511,000

 

—

 

93,191

 

122,962

 

153,300

 

89,598

 

95,170

 

1,065,221

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nancy B. Davis

 

2012

 

225,000

 

—

 

70,187

 

24,071

 

108,000

 

––

 

24,810

 

452,068

 

CFO

 

2011

 

216,000

 

—

 

44,425

 

17,559

 

––

 

—

 

27,562

 

305,546

 

 

 

2010

 

210,000

 

—

 

30,936

 

30,620

 

46,200

 

—

 

22,373

 

340,129

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Hillebrand

 

2012

 

360,000

 

—

 

167,742

 

51,353

 

230,400

 

—

 

33,630

 

843,125

 

President

 

2011

 

340,000

 

—

 

87,199

 

36,852

 

––

 

—

 

35,400

 

499,451

 

 

 

2010

 

316,000

 

—

 

47,790

 

48,033

 

94,800

 

—

 

39,748

 

546,371

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kathy C. Thompson

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior EVP and manager

2012

 

335,000

 

—

 

121,938

 

41,815

 

82,075

 

54,404

 

44,514

 

679,746

 

of Investment Management

2011

 

325,000

 

—

 

75,312

 

30,825

 

42,600

 

127,887

 

48,273

 

649,897

 

and Trust

 

2010

 

313,000

 

—

 

47,848

 

48,096

 

140,900

 

50,091

 

46,894

 

646,829

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Phillip S. Poindexter

 

2012

 

262,000

 

—

 

81,728

 

28,029

 

84,495

 

—

 

28,766

 

485,018

 

EVP and Chief Lending

 

2011

 

254,000

 

—

 

52,236

 

20,649

 

––

 

—

 

34,012

 

360,897

 

Officer

 

2010

 

247,000

 

—

 

36,416

 

36,045

 

94,600

 

—

 

26,455

 

440,516

 

 

(1)                                  Officers deferred the following amounts in 2012, 2011 and 2010.  In addition to salary, the 2012 and 2010 amounts for all of the named executives included deferral of non-equity incentive compensation.

 

 

 

2012

 

2011

 

2010

 

 

 

Qualified
Plan

 

Nonqualified
Plan

 

Qualified
Plan

 

Nonqualified
Plan

 

Qualified
Plan

 

Nonqualified
Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Heintzman

 

22,500

 

57,780

 

22,000

 

32,100

 

22,000

 

39,855

 

Davis

 

22,500

 

34,200

 

22,000

 

7,200

 

22,000

 

18,750

 

Hillebrand

 

17,000

 

13,824

 

16,500

 

—

 

16,500

 

5,688

 

Thompson

 

22,500

 

20,854

 

16,500

 

18,380

 

16,500

 

22,695

 

Poindexter

 

17,000

 

9,465

 

16,500

 

5,080

 

16,500

 

9,670

 

 

(2)                                  In 2012 and 2011, stock awards include restricted stock units (RSU) entitling executives to the issuance of one share of common stock for each vested RSU after the expiration of a three-year performance period. The value of the RSU grants measured at the grant date value was $20.57 in 2012 and $21.99 in 2011. The amount of related compensation included in the table above is that associated with the most probable performance outcome at the time of the grant. The table below reflects first the amount of compensation included in the Summary Compensation Table and the maximum amount achievable under these grants. Stock awards include restricted stock granted each year shown in the table, in addition to the RSUs

 

In 2012 these grants were made based on extraordinary performance when compared to peers. In 2011 and 2010, these grants were made based on achievement of return on assets or return on equity at the 90th percentile or higher when compared to peers as described in Compensation Discussion and Analysis in the respective Proxy Statements . The values of the restricted stock grants measured at the grant date value were $22.86, $24.28 and $21.03 in 2012, 2011 and 2010 respectively. Awards were determined as described in the Compensation Discussion and Analysis in the

 

27


 

respective Proxy Statements.  For assumptions used in valuation of stock awards and other information regarding stock-based compensation, refer to Note 15 to the 2012 consolidated financial statements.

 

 

 

2012

 

2011

 

 

 

Most Probable on

 

 

 

Most Probable on

 

 

 

 

 

Date of Grant

 

Maximum

 

Date of Grant

 

Maximum

 

 

 

 

 

 

 

 

 

 

 

Heintzman

 

144,426

 

240,710

 

141,297

 

235,491

 

Davis

 

36,446

 

60,743

 

34,227

 

57,042

 

Hillebrand

 

77,742

 

129,570

 

71,830

 

119,714

 

Thompson

 

63,302

 

105,504

 

60,088

 

100,142

 

Poindexter

 

42,432

 

70,720

 

40,242

 

67,070

 

 

(3)                                  Stock appreciation rights were granted with an exercise price equal to the closing price of the common stock on the applicable grant date, or $ 22.86, $23.76, and $21.03 in 2012, 2011, and 2010, respectively. The fair value of each SAR was $3.93, $5.04, and $5.31, respectively. These amounts were determined as described in the Compensation Discussion and Analysis in the respective Proxy Statements. For assumptions used in valuation of stock appreciation rights and other information regarding stock-based compensation, refer to Note 15 to the 2012 consolidated financial statements.

 

(4)                                  Non-equity incentive plan compensation is fully vested when paid. These amounts were determined in accordance with the plan performance criteria described in the Compensation Discussion and Analysis in the respective Proxy Statements.

 

(5)           Totals include the change in actuarial value of defined benefit as follows:

 

 

 

Heintzman

 

Davis

 

Hillebrand

 

Thompson

 

Poindexter

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

66,750

 

—

 

—

 

54,404

 

—

 

2011

 

233,688

 

—

 

—

 

127,887

 

—

 

2010

 

89,598

 

—

 

—

 

50,091

 

—

 

 

Assumptions used in calculating the change in actuarial value of the defined benefit above include a discount rate of 3.79% for December 31, 2012, 3.95% for December 31, 2011 and 5.20% for December 31, 2010, retirement age of 65, and payments occurring for 15 years, with no pre- or post-retirement mortality.

 

Earnings on the Executives’ nonqualified deferred compensation balances are not included above. The investment alternatives of the nonqualified plan do not and have not offered above-market rates of interest or preferential returns.

 

(6)           All Other Compensation consists of the following:

 

 

 

Heintzman

 

Davis

 

Hillebrand

 

Thompson

 

Poindexter

 

2012

 

 

 

 

 

 

 

 

 

 

 

Matching contribution to 401(k)

 

15,000

 

13,500

 

15,000

 

15,000

 

15,000

 

Contribution to ESOP

 

5,000

 

4,500

 

5,000

 

5,000

 

5,000

 

Contribution to nonqualified plan (a)

 

33,846

 

1,813

 

3,047

 

15,077

 

3,186

 

Other

 

17,745

 

4,997

 

10,583

 

9,437

 

5,580

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

71,591

 

24,810

 

33,630

 

44,514

 

28,766

 

2011

 

 

 

 

 

 

 

 

 

 

 

Matching contribution to 401(k)

 

14,700

 

12,960

 

14,700

 

14,700

 

14,700

 

Contribution to ESOP

 

4,900

 

4,320

 

4,900

 

4,900

 

4,900

 

Contribution to nonqualified plan (a)

 

50,360

 

5,772

 

10,197

 

21,334

 

10,573

 

Other

 

11,809

 

4,510

 

5,603

 

7,339

 

3,839

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

81,769

 

27,562

 

35,400

 

48,273

 

34,012

 

2010

 

 

 

 

 

 

 

 

 

 

 

Matching contribution to 401(k)

 

14,700

 

12,600

 

14,700

 

14,700

 

14,700

 

Contribution to ESOP

 

4,900

 

4,200

 

4,900

 

4,900

 

4,900

 

Board fees

 

13,000

 

0

 

13,000

 

13,000

 

0

 

Contribution to nonqualified plan (a)

 

46,784

 

1,163

 

2,079

 

8,155

 

1,598

 

Other

 

15,786

 

4,410

 

5,069

 

6,139

 

5,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

95,170

 

22,373

 

39,748

 

46,894

 

26,455

 

 

28


 

(a) Includes a Bank contribution to supplement the contributions that the Executive does not receive under the Bank’s tax-qualified 401(k) and ESOP plan because of plan or Internal Revenue code limits.

 

(7)                                  Perquisites totaled less than $10,000 for each Executive and are therefore not included in the table.

 

The following table sets forth information concerning plan-based awards made to the Executives during the last fiscal year.

 

Grants of Plan-Based Awards Table

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All other

 

All other

 

 

 

Grant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

stock

 

option

 

 

 

date fair

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

awards:

 

awards:

 

Exercise

 

value of

 

 

 

 

Payouts

 

Estimated future payouts

 

number of

 

number of

 

or base

 

stock

 

 

 

 

under non-equity

 

under equity

 

shares of

 

securities

 

price of

 

and

 

 

 

 

incentive plan awards (1)

 

incentive plan awards (2)

 

of stock

 

underlying

 

option

 

option

 

 

 

Grant

 

Threshold

 

Target

 

Maximum

 

Threshold

 

Target

 

Maximum

 

or units

 

options

 

awards

 

awards

 

Name

 

date

 

($)

 

($)

 

($)

 

(#)

 

(#)

 

(#)

 

(#)(3)

 

(#)(4)

 

($/Sh)

 

($)

 

Heintzman

 

02/20/12

 

—

 

428,000

 

—

 

2,340

 

5,851

 

11,702

 

5,851

 

24,274

 

22.86

 

95,397

 

Davis

 

02/20/12

 

—

 

108,000

 

—

 

591

 

1,477

 

2,953

 

1,476

 

6,125

 

22.86

 

24,071

 

Hillebrand

 

02/20/12

 

—

 

230,400

 

—

 

1,260

 

3,150

 

6,299

 

3,937

 

13,067

 

22.86

 

51,353

 

Thompson

 

02/20/12

 

—

 

82,075

 

—

 

1,026

 

2,565

 

5,129

 

2,565

 

10,640

 

22.86

 

41,815

 

Poindexter

 

02/20/12

 

—

 

84,495

 

—

 

688

 

1,719

 

3,438

 

1,719

 

7,132

 

22.86

 

28,029

 

 

All material terms and conditions of grants are described in Compensation Discussion and Analysis. Grants comprised of:

 

(1)         Cash incentives

(2)         Restricted stock units

(3)         Restricted stock shares

(4)         Stock appreciation rights

 

29


 

The following table sets forth information concerning equity stock options and SARs held by the Executives as of the end of the last fiscal year.

 

Outstanding Equity Awards at Fiscal Year End Table

 

 

 

Option Awards

 

Stock Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

incentive plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

incentive plan

 

awards:

 

 

 

Number of

 

Number of

 

 

 

 

 

Number of

 

Market value

 

awards:

 

market or

 

 

 

securities

 

securities

 

 

 

 

 

shares or

 

of shares or

 

number of

 

payout value

 

 

 

underlying

 

underlying

 

 

 

 

 

units of

 

units of

 

unearned

 

of unearned

 

 

 

unexercised

 

unexercised

 

Option

 

 

 

stock

 

stock

 

shares, units or

 

shares, units or

 

 

 

options

 

options

 

exercise

 

Option

 

that have

 

that have

 

other rights that

 

other rights that

 

 

 

(#)

 

(#)

 

price

 

expiration

 

not vested

 

not vested

 

have not vested

 

have not vested

 

Name

 

Exercisable

 

Unexercisable

 

($)

 

date

 

(#)

 

($)

 

(#)

 

($)

 

Heintzman

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,750

 

—

 

20.1714

 

12/16/2013

 

—

 

—

 

—

 

—

 

 

 

25,095

 

—

 

22.8095

 

12/14/2014

 

—

 

—

 

—

 

—

 

 

 

31,500

 

—

 

24.0667

 

1/17/2016

 

—

 

—

 

—

 

—

 

 

 

22,000

 

—

 

26.8300

 

2/20/2017

 

—

 

—

 

—

 

—

 

 

 

13,500

 

—

 

23.3700

 

2/19/2018

 

—

 

—

 

—

 

—

 

 

 

7,380

 

4,920

 

22.1400

 

2/17/2019

 

785

 

17,600

 

—

 

—

 

 

 

7,020

 

10,530

 

21.0300

 

2/16/2020

 

2,885

 

64,682

 

—

 

—

 

 

 

2,876

 

11,506

 

23.7600

 

3/15/2021

 

—

 

—

 

—

 

—

 

 

 

—

 

—

 

24.2800

 

4/19/2021

 

1,364

 

30,581

 

10,709

 

219,856

 

 

 

 

 

24,274

 

22.8600

 

2/20/2022

 

5,821

 

131,179

 

—

 

—

 

 

 

—

 

—

 

22.8600

 

2/20/2022

 

—

 

—

 

11,702

 

240,710

 

 

 

125,121

 

51,230

 

 

 

 

 

10,855

 

244,042

 

22,411

 

460,566

 

Davis

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,725

 

—

 

20.1714

 

12/16/2013

 

—

 

—

 

—

 

—

 

 

 

6,300

 

—

 

22.8095

 

12/14/2014

 

—

 

—

 

—

 

—

 

 

 

8,400

 

—

 

24.0667

 

1/17/2016

 

—

 

—

 

—

 

—

 

 

 

5,000

 

—

 

26.8300

 

2/20/2017

 

—

 

—

 

—

 

—

 

 

 

3,200

 

—

 

23.3700

 

2/19/2018

 

—

 

—

 

—

 

—

 

 

 

1,800

 

1,200

 

22.1400

 

2/17/2019

 

269

 

6,031

 

—

 

—

 

 

 

2,330

 

3,496

 

21.0300

 

2/16/2020

 

745

 

16,703

 

—

 

—

 

 

 

696

 

2,788

 

23.7600

 

3/15/2021

 

—

 

—

 

—

 

—

 

 

 

—

 

—

 

24.2800

 

4/19/2021

 

280

 

6,278

 

2,594

 

53,255

 

 

 

—

 

6,125

 

22.8600

 

2/20/2022

 

1,476

 

33,092

 

—

 

—

 

 

 

—

 

—

 

22.8600

 

2/20/2022

 

—

 

—

 

2,953

 

60,743

 

 

 

32,451

 

13,609

 

 

 

 

 

2,770

 

62,104

 

5,547

 

113,998

 

Hillebrand

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,300

 

—

 

22.8095

 

12/14/2014

 

—

 

—

 

—

 

—

 

 

 

9,450

 

—

 

24.0667

 

1/17/2016

 

—

 

—

 

—

 

—

 

 

 

6,000

 

—

 

26.8300

 

2/20/2017

 

—

 

—

 

—

 

—

 

 

 

3,436

 

859

 

23.3700

 

2/19/2018

 

126

 

2,825

 

—

 

—

 

 

 

3,000

 

2,000

 

22.1400

 

2/17/2019

 

328

 

26,478

 

—

 

—

 

 

 

3,600

 

5,400

 

21.0300

 

2/16/2020

 

1,181

 

21,142

 

—

 

—

 

 

 

1,462

 

5,850

 

23.7600

 

3/15/2021

 

—

 

—

 

—

 

—

 

 

 

—

 

—

 

24.2800

 

4/19/2021

 

422

 

9,461

 

5,444

 

111,765

 

 

 

 

 

13,067

 

22.8600

 

2/20/2022

 

3,937

 

88,268

 

—

 

—

 

 

 

—

 

—

 

22.8600

 

2/20/2022

 

—

 

—

 

6,299

 

129,570

 

 

 

33,248

 

27,176

 

 

 

 

 

5,994

 

148,174

 

11,743

 

241,336

 

Thompson

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,765

 

—

 

20.1714

 

12/16/2013

 

—

 

—

 

—

 

—

 

 

 

9,345

 

—

 

22.8095

 

12/14/2014

 

—

 

—

 

—

 

—

 

 

 

14,700

 

—

 

24.0667

 

1/17/2016

 

—

 

—

 

—

 

—

 

 

 

9,500

 

—

 

26.8300

 

2/20/2017

 

—

 

—

 

—

 

—

 

 

 

6,000

 

—

 

23.3700

 

2/19/2018

 

—

 

—

 

—

 

—

 

 

 

3,300

 

2,200

 

22.1400

 

2/17/2019

 

354

 

7,937

 

—

 

—

 

 

 

3,604

 

5,407

 

21.0300

 

2/16/2020

 

1,182

 

26,500

 

—

 

—

 

 

 

1,223

 

4,893

 

23.7600

 

3/15/2021

 

—

 

—

 

—

 

—

 

 

 

—

 

—

 

24.2800

 

4/19/2021

 

418

 

9,372

 

4,554

 

93,494

 

 

 

 

 

10,640

 

22.8600

 

2/20/2022

 

2,565

 

57,507

 

—

 

—

 

 

 

—

 

—

 

22.8600

 

2/20/2022

 

—

 

—

 

5,129

 

105,504

 

 

 

—

 

—

 

 

 

 

 

—

 

—

 

—

 

—

 

 

 

57,437

 

23,140

 

 

 

 

 

4,519

 

101,316

 

9,683

 

198,997

 

Poindexter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,875

 

—

 

22.8095

 

12/14/2014

 

—

 

—

 

—

 

—

 

 

 

9,450

 

—

 

24.0667

 

1/17/2016

 

—

 

—

 

—

 

—

 

 

 

6,000

 

—

 

26.8300

 

2/20/2017

 

—

 

—

 

—

 

—

 

 

 

2,960

 

740

 

23.3700

 

2/19/2018

 

110

 

2,466

 

—

 

—

 

 

 

2,220

 

1,480

 

22.1400

 

2/17/2019

 

246

 

5,515

 

—

 

—

 

 

 

2,743

 

4,115

 

21.0300

 

2/16/2020

 

876

 

19,640

 

—

 

—

 

 

 

819

 

3,278

 

23.7600

 

3/15/2021

 

—

 

—

 

—

 

—

 

 

 

—

 

—

 

24.2800

 

4/19/2021

 

329

 

7,376

 

3,050

 

62,617

 

 

 

 

 

7,132

 

22.8600

 

2/20/2022

 

1719

 

38,540

 

—

 

—

 

 

 

—

 

—

 

22.8600

 

4/25/2022

 

—

 

—

 

3,438

 

70,720

 

 

 

32,067

 

16,745

 

 

 

 

 

3,280

 

73,537

 

6,488

 

133,336

 

 

30


 

(1)                                  Unvested options and stock appreciation rights vest 20% each year beginning one year after the grant date and each anniversary thereafter.

(2)                                  Unvested shares vest ratably over three or five years beginning one year from the date of grant and each anniversary thereafter.

(3)                                  Unearned restricted stock units are earned over three year performance periods ending December 31, 2014 and 2013 based on goals described in the Compensation Discussion and Analysis.

 

The following table sets forth the stock options exercised by or stock awards vested for the Executives during the last fiscal year:

 

Option Exercises and Stock Vested Table

 

 

 

Option Awards

 

Stock Awards

 

 

 

Number of Shares

 

Value Realized

 

Number of Shares

 

Value Realized

 

 

 

Acquired on Exercise

 

on Exercise

 

Acquired on Vesting

 

on Vesting

 

Name

 

(#)

 

($)

 

(#)

 

($)

 

David P. Heintzman

 

16,590

 

74,719

 

3,295

 

74,414

 

Nancy B. Davis

 

5,250

 

27,253

 

782

 

17,671

 

James A. Hillebrand

 

6,300

 

27,120

 

1,258

 

28,442

 

Kathy C. Thompson

 

7,140

 

22,998

 

1,164

 

26,294

 

Phillip S. Poindexter

 

0

 

0

 

985

 

22,275

 

 

Noncontributory Nonqualified Pension Plan

 

The 2005 Restated Senior Officer Security Plan (the “SOSP”) provides benefits, beginning at age 65, of $136,500 per year for 15 years for Mr. Heintzman and $82,000 per year for 15 years for Ms. Thompson, as a means to supplement their retirement income, after also considering expected Social Security benefits and the broad-based retirement plan applicable to Bank employees generally.  The total potential benefit vests at 4% per year of service so that it is fully vested if the Executive works for the Bank for a total of 25 years. Mr. Heintzman is fully vested,

 

31


 

and as of December 31, 2012, Ms. Thompson was 80% vested in their respective benefits.  The retirement benefit also becomes fully vested in the event of the Executive’s disability or a change of control of the Bank or S.Y.  Bancorp while the Executive is employed by the Bank.

 

If the Executive terminates employment before age 55, benefit payments can begin as early as age 55 (or such later age as the Executive has elected), but the annual payment amount will be lowered to an actuarially equivalent value .  If the Executive leaves the Bank after age 55, benefit payments do not begin until age 65.

 

Death benefits are provided in lieu of these retirement payments if the participant dies while in the employ of the Bank before age 65 or after leaving the Bank due to disability.  The death benefits are provided by the Bank endorsing over to the Executive via a split dollar agreement a right to payment of a portion of the death benefits due under several insurance policies purchased by the Bank on the Executives.  At December 31, 2012,, the SOSP provided for a $3,393,722 death benefit for Mr. Heintzman and a $1,762,805 death benefit for Ms. Thompson.

 

If an executive dies after employment termination (other than on account of disability) but before retirement payments begin, the Executive’s selected beneficiary is paid a death benefit equal to the retirement payments to which the Executive would have been entitled, at the same time and in the same amounts those payments would have even paid to the Executive. The following table illustrates these pension benefits:

 

Pension Benefit Table

 

 

 

 

 

 

 

Present Value of

 

Payments

 

 

 

 

 

Number of Years

 

Accumulated

 

During Last

 

 

 

 

 

of Credited Service

 

Benefit

 

Fiscal Year

 

Name

 

Plan Name

 

(#)

 

($)

 

($)

 

David P. Heintzman

 

Senior Officers’ Security Plan

 

28

 

1,043,854

 

—

 

Nancy B. Davis

 

—

 

—

 

—

 

—

 

James A. Hillebrand

 

—

 

—

 

—

 

—

 

Kathy C. Thompson

 

Senior Officers’ Security Plan

 

20

 

488,978

 

—

 

Phillip S. Poindexter

 

—

 

—

 

—

 

—

 

 

Contributory Nonqualified Deferred Compensation Plan

 

The Executive Nonqualified Deferred Compensation Plan (the “NQ Plan”) allows the Executive to defer receipt of and income taxes on up to 10% of base salary and 50% of annual incentive compensation. In addition, based on those deferrals, Executives are credited with the amount of 401(k) match and ESOP contribution that they do not receive under the Bank’s tax-qualified 401(k) and Employee Stock Ownership Plan (KSOP) applicable to employees generally, because of plan and Internal Revenue Code limits on pay that can be taken into account. This Bank credit to the Executive’s plan accounts is vested in accordance with the same vesting schedule as applies in the KSOP, but all Executive’s in the Summary Compensation Table have sufficient tenure with the Bank to be 100% vested in all contributions to the NQ Plan.

 

As amounts are credited to the NQ Plan, the value of the plan will increase or decrease based on the actual investment performance of certain investment funds selected by the Company, from which the Executives can designate (and re-designate as often as they wish) how their account balances should be allocated.

 

The Executives have elected between a lump sum distribution or annual installments over no more than 10 years from the NQ Plan, but that election applies only if they leave the Bank’s employ due to death or after age 55.  If the Executive’s termination of employment occurs other than on account of death and prior to age 55, benefits are automatically paid in a lump sum.

 

The Executive also may elect (prior to the year in which credits are to be made) to have some or all of their own deferrals paid to them in a lump sum or installments over up to six years, while still employed by the Bank, provided they timely designate the amount and time for that payment, and subject to Internal Revenue Code restrictions on later accelerating the payment or delaying it.  Executives may also apply to receive a distribution in the event of an unforeseeable emergency.

 

32


 

Nonqualified Deferred Compensation Table

 

 

 

 

 

Registrant

 

Aggregate

 

Aggregate

 

Aggregate

 

 

 

Executive Contributions

 

Contributions

 

Earnings

 

Withdrawals/

 

Balance

 

 

 

in Last Fiscal Year

 

in Last Fiscal Year

 

in Last Fiscal Year

 

Distributions

 

at Last Fiscal Year

 

Name

 

($)

 

($) (2)

 

($)

 

($)

 

End ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

David P. Heintzman

(1)

32,100

 

33,846

 

—

 

—

 

721,644

 

 

 

 

 

 

 

 

 

 

 

218,216

 

Nancy B. Davis

 

7,200

 

1,813

 

—

 

—

 

253,805

 

James A. Hillebrand

(1)

—

 

3,047

 

—

 

—

 

39,950

 

 

 

 

 

 

 

 

 

 

 

5,630

 

Kathy C. Thompson

 

18,880

 

15,077

 

—

 

—

 

341,742

 

Phillip S. Poindexter

 

5,240

 

3,186

 

—

 

—

 

55,503

 

 

(1)                              For Messrs. Heintzman and Hillebrand, includes first an employee account, then a director fee deferral account accumulated from period when they received separate directors’ fees.

 

(2)                              Includes an amount for each officer equal to the 401(k) match and ESOP contribution not received under the Bank’s tax-qualified 401(k) and Employee Stock Ownership Plan because of plan limits, as described above.

 

Other Potential Post-Employment Payments

 

Various benefit plans of the Bank have special terms that apply if a change in control occurs:

 

·                  The SOSP, described above, provides that a change in control of the Bank during the Executive’s employment will trigger the Executive becoming fully vested in the SOSP benefit.

 

·                  The Nonqualified Deferred Compensation Plan discussed above provides that at a change in control while the Executive is still employed, any Bank credits to this plan that are then unvested will be 100% vested.

 

·                  The Executives’ ability to exercise stock awards is fully accelerated upon a change in control and any unvested stock-based compensation awards become 100% vested at change in control.

 

·                  Each of the Executives had Severance Agreements as of the end of 2011 that generally only applied in the event of a change in control. The following summarizes those agreements.

 

Mr. Heintzman, Ms. Thompson, Mr. Hillebrand and Ms. Davis

 

Their change in control severance payment for these executives will equal three times the sum of their highest monthly base salary during the sixth months prior to termination or resignation, plus the highest annual cash bonus paid to them for the current and preceding two fiscal years preceding their termination or resignation.  They also have a right to participate in the Bank’s health plans at their cost for three years following severance, and are subject to an 18 month prohibition on competing with the Bank in any way within a 50 mile radius of any Bank office, in addition to the confidentiality and nonsolicitation covenants that bind other executives.  In addition, rather than capping the amount paid based on Section 280G of the Internal Revenue Code, these agreements allow each executive to be paid the described severance amount, or an amount that is just below the Section 280G threshold, if the net amount they would receive after reduction for any triggered excise tax, would be higher than the full amount after excise taxes are paid by them.

 

Certain features of the prior Severance Agreements are preserved for Mr. Heintzman, Ms. Davis and Ms. Thompson.   The Bank will pay these executives the described severance if they resign for any reason in connection with a change in control (“good reason” is not required).  In addition, because the prior Severance Agreements required the Bank to also pay a tax gross-up to these executives if their severance exceeded the Section 280G threshold described above and therefore triggered an excise tax, and because the Bank’s calculations indicate that Mr. Heintzman and Ms. Thompson would be due such a tax gross up under the prior Severance Agreements’ terms

 

33


 

as of the end of 2008, the Severance Agreements “grandfather” that higher amount for a period of time.  If change in control negotiations begin within three years after the date of the Severance Agreements (and conclude in a change in control occurring), the severance payment for Mr. Heintzman and Ms. Thompson will be the greater of (i) the severance payment and related tax gross up that would have been payable as of December 31, 2008 under the prior Severance Agreements, or (ii) the severance payment described above (three times current base salary and historical bonus).

 

Mr. Poindexter

 

The Severance Agreement for Mr. Poindexter is similar to the one for Mr. Hillebrand, with a few exceptions.  His change in control agreement provides that, in the event he is terminated without “cause” or resigns for “good reason” (as those terms are defined in the Severance Agreements) during negotiations or within two years following a change in control of the Bank or S.Y. Bancorp, the Bank will pay him a severance payment equal to two times the sum of his highest monthly base salary during the sixth months prior to his termination or resignation, plus the highest annual cash bonus paid to him for the current and preceding two fiscal years preceding his termination or resignation.  Mr. Poindexter also has a right to participate (at his cost) in the Bank’s health plans for active employees for two years, with Federal Law (COBRA) continuation coverage rights to begin thereafter.

 

If the amount of any severance payment plus other payments that are triggered by or enhanced due to a change in control would cause the Bank to forfeit a tax deduction for some of the severance payment, the severance payment is reduced to an amount no less than $1.00 below the amount which the Bank can pay without a limitation on its deduction under Section 280G of the Internal Revenue Code and which the Mr. Poindexter can receive without subjecting the executive to an excise tax.  Section 280G, in general, denies a tax deduction for part of the compensation received in connection with a change in control, and imposes an excise tax on the recipient of such a payment, if the total paid exceeds three times an executive’s five-year average W-2 reported income.

 

The Severance Agreement requires that Mr. Poindexter maintain the confidentiality of all information regarding the business of the Bank and Bancorp and that he not solicit customers or employees of the Bank for a period of 12 months following the receipt of any severance payment.

 

Payment under each of the Severance Agreements is made only if the Executive fully releases all claims against S.Y. Bancorp and the Bank.

 

The following table estimates the amount that would have been payable under the Severance if their terms had been triggered as of December 31, 2012, plus the other amounts that vest or accelerate if there is a change in control.

 

Executive

 

Change in Control
Severance Agreement (1)

 

Difference between lump
sum value of SOSP if fully
vested, as compared with
its value at actual
percentage now vested
(2)

 

Value realized
if unvested
options and
stock awards
were
exercised/vested
(3)

 

Heintzman

 

$

2,889,000

 

$

0

 

$

762,511

 

Davis

 

$

999,000

 

$

0

 

$

191,663

 

Hillebrand

 

$

982,000

 

$

0

 

$

405,630

 

Thompson (1)

 

$

1,604,142

 

$

136,808

 

$

323,850

 

Poindexter

 

$

713,200

 

$

0

 

$

225,134

 

 

(1)                                 For Ms. Thompson, this is the grandfathered amount that the Bank had previously calculated would have been due, including excise tax gross-up payment, had she terminated as of December 31, 2008. But for the grandfathering until early 2013 of this amount in the revised agreements, under the Severance Agreements and using base salary and historical bonuses through the end of 2012, she would have been paid $1,427,700 in severance.

 

(2)                                 This amount is the lump sum present value of 100% of the SOSP benefit, less the present value of the percentage of the benefit already vested, using an interest rate of 2.87% (120% of the IRS-published applicable federal rate as dictated by the SOSP’s terms) and the actual attained age of the Executive as of the fiscal year end.

 

34


 

(3)                                 This is the total value as of December 31, 2012 of restricted stock or restricted stock units that would become vested as a result of change in control, plus the value (if positive) that each executive could have realized if all above-water unvested stock options or SARs were exercised at that date.  Still unvested stock options and SARs granted in 2008, 2011 and 2012 had exercise prices above the market value of the Bancorp’s stock at December 31, 2012, but that negative difference did not reduce the value realized as reflected above.

 

Director Compensation

 

The following table sets forth information concerning the compensation of our Directors for the last fiscal year:

 

Director Compensation Table

 

 

 

 

 

 

 

 

 

 

 

Change in Pension

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value and

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

 

Nonqualified

 

 

 

 

 

 

 

Fees Earned

 

Stock

 

Option

 

Incentive Plan

 

Deferred Compensation

 

All Other

 

 

 

 

 

or Paid in Cash

 

Awards

 

Awards

 

Compensation

 

Earnings

 

Compensation

 

Total

 

Name

 

($) (1)

 

($) (2)

 

($) (2)

 

($)

 

($) (3)

 

($) (4)

 

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mr. Brooks

 

36,000

 

12,000

 

—

 

—

 

—

 

91,272

 

139,272

 

Mr. Edinger

 

33,500

 

12,000

 

—

 

—

 

—

 

—

 

45,500

 

Mr. Herde

 

38,900

 

12,000

 

—

 

—

 

—

 

—

 

50,900

 

Mr. Lechleiter

 

33,300

 

12,000

 

—

 

—

 

—

 

—

 

45,300

 

Mr.Madison

 

35,400

 

12,000

 

—

 

—

 

—

 

—

 

47,400

 

Mr. Northern

 

35,000

 

12,000

 

—

 

—

 

—

 

—

 

47,000

 

Mr. Priebe

 

12,000

 

—

 

3,990

 

—

 

—

 

—

 

15,990

 

Mr. Simon

 

31,000

 

12,000

 

—

 

—

 

—

 

—

 

43,000

 

Mr. Tasman

 

35,000

 

12,000

 

—

 

—

 

—

 

—

 

47,000

 

 

(1)                                 Of this total, the directors deferred receipt and taxation of the following amounts of 2012 fees:

 

Mr. Brooks

 

—

 

Mr. Edinger

 

33,500

 

Mr. Herde

 

19,450

 

Mr. Lechleiter

 

33,300

 

Mr. Madison

 

35,400

 

Mr. Northern

 

35,000

 

Mr. Priebe

 

12,000

 

Mr. Simon

 

17,250

 

Mr. Tasman

 

35,000

 

 

(2)                                 In January 2012 each non-employee Director received a Restricted Stock Award under the 2005 Stock Incentive Plan. The number of shares granted was equal to $12,000 divided by the fair market value per share on the grant date. Based on the closing price on the grant date of $20.60 each received 582 shares with the exception of Mr. Priebe who received the customary 1,000 stock appreciation rights upon joining the Board in August 2012. The restricted stock awards fully vest one year from the date of grant, and the stock appreciation rights vest 20% each year following the grant date.

 

(3)                              Each director has the option of deferring some or all of his cash fees. Investment options include Company stock and various mutual funds. Earnings on the Directors’ nonqualified deferred compensation balances are not included above. The investment alternatives of the nonqualified plan do not and have not offered above market rates of interest or preferential returns.

 

35


 

(4)                              Mr. Brooks, a former executive of the Bank, participated in both the Director and the Executive NQ Plan. During 2012 he received distributions of $7,272 from his account in the Executive NQ Plan.  Mr. Brooks, is also a participant in the SOSP (described in more detail above), and under that plan has an annual defined benefit of $84,000. He received his first annual payment under this plan in 2006, and payment of that same amount will continue for a total of 15 years. This amount is reflected under “All Other Compensation” above.  The actuarially-determined present value of his benefit obligation declined in 2012 because he is receiving annual benefits, so no amount is included for the change in this pension value above.

 

Messrs. Heintzman and Hillebrand and Ms. Thompson serve as directors for the Company. Prior to 2011 employee directors received compensation for each meeting of the Board of Directors attended. This is included in the Summary Compensation Table.

 

The Compensation Committee reviewed Board compensation in 2012. Their review of director compensation included benchmark institutions and the related form and substance of how directors are compensated.  For 2012, non-employee directors received an annual retainer of $12,000.  The Company’s non-employee directors received $1,000 for each meeting of S.Y. Bancorp’s Board of Directors he attended, if the meeting was not held immediately before or after a meeting of the Board of Directors of the Bank.  S.Y. Bancorp’s directors are also directors of the Bank, and received $1,000 for each Bank board meeting attended.

 

Non-employee directors of S.Y. Bancorp and the Bank who are members of the various committees of the Board of Directors received $600 during 2012 per meeting of S.Y. Bancorp’s Audit Committee, $500 per meeting of S.Y. Bancorp’s Compensation Committee, and Nominating and Corporate Governance Committee, $500 per meeting attended of the Bank’s Trust Committee, and the Bank’s Loan Committee. In addition, the Chairman of the Audit Committee received an annual retainer of $7,500, the Chairman of the Compensation Committee received an annual retainer of $3,500, and the Chairman of the Nominating and Governance Committee received an annual retainer of $3,500. Annual retainers are prorated if a director serves in a position for a portion of the year.

 

Directors may defer all or a portion of their fees pursuant to the Director Nonqualified Deferred Compensation Plan (the “Director NQ Plan”), and the amounts so deferred then increase or decrease in value based on how the director elects that the account be allocated as among various investment options provided by the Bank.  The investment options are currently the same options available under the Executive NQ Plan, except that directors may also direct that their fees be invested in Company stock, which is then actually purchased and held in trust at the Bank.  Approximately 82 percent of the total amounts owed directors under this NQ Plan as of the last fiscal year end was invested in the Company’s stock.

 

REPORT OF THE AUDIT COMMITTEE

 

The Audit Committee acts under a written charter approved and adopted by the Board of Directors.  The Audit Committee reviews S.Y. Bancorp’s financial reporting process on behalf of the Board of Directors.  Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

 

The Committee discussed with management, the internal auditors and the independent auditors the quality and adequacy of S.Y. Bancorp’s internal controls and the internal audit function’s organization, responsibilities, budget and staffing.  The Committee reviewed both with the independent and internal auditors their audit plans, audit scope and identification and evaluation of financial and related audit risks.  The Committee also discussed the results of the internal audit examinations.

 

In this context, the Audit Committee has met and held discussions with management and the independent auditors.  Management represented to the Audit Committee that S.Y. Bancorp’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the quarterly and year end consolidated financial statements contained in filings with the Securities and Exchange Commission with management and the independent auditors.  The Audit Committee discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 114, Communication with Audit Committees as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

 

36


 

In addition, the Audit Committee has discussed with the independent auditors the auditors’ independence from S.Y. Bancorp and its management, including the matters in the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board.  The Audit Committee has also considered whether the independent auditors’ provision of non-audit services to S.Y. Bancorp is compatible with the auditors’ independence.

 

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in S.Y. Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, for filing with the SEC.

 

The Audit Committee of the Board of Directors of S.Y. Bancorp, Inc.

 

Carl G. Herde, Chairman

Richard A. Lechleiter

Bruce P. Madison

Stephen M. Priebe

 

The following table presents fees for professional audit services rendered by KPMG LLP for the audits of S.Y. Bancorp’s financial statements for 2012 and 2011 and fees billed for other services rendered by KPMG LLP:

 

 

 

2012

 

2011

 

Audit fees, excluding audit related (1)

 

$

331,000

 

$

306,500

 

Audit-related fees

 

—

 

—

 

All other fees

 

—

 

—

 

Total fees

 

$

331,000

 

$

306,500

 

 

(1)                                 Audit fees include fees for the consolidated audit and review of Form 10-K as well as fees for the reviews of quarterly financial information filed with the SEC on Form 10-Q, FDICIA reporting and $20,000 related to the audit of compliance with requirements applicable to U.S Housing and Urban Development assisted programs.

 

The Audit Committee is responsible for pre-approving all auditing services and permitted non-audit services to be performed by its independent auditors, except for both 2012 and 2011, they pre-approved the performance of unspecified audit-related services for which fees may total up to $20,000 annually.  For 2012 and 2011, no fees were incurred under this approval.

 

TRANSACTIONS WITH MANAGEMENT AND OTHERS

 

The Bank has had, and expects to have in the future, banking transactions in the ordinary course of business with certain directors and officers of S.Y. Bancorp and the Bank and their associates, as well as with corporations or organizations with which they are connected as directors, officers, shareholders or partners.  These banking transactions are made on substantially the same terms including interest rates and collateral as those prevailing at the time for comparable transactions with persons not related to the Bank or S.Y. Bancorp.  In the opinion of management of S.Y. Bancorp and the Bank, such transactions do not involve more than the normal risk of collectibility or present other unfavorable features.  Loans made to directors and executive officers are in compliance with federal banking regulations and are thereby exempt from insider loan prohibitions included in the Sarbanes-Oxley Act of 2002.

 

At December 31, 2012, loans to directors and officers of S.Y. Bancorp and the Bank and their associates totaled $6,099,000 equaling 3.0% of the Bancorp’s consolidated stockholders’ equity.

 

Compensation Committee Interlocks and Insider Participation

 

During 2012 Messrs. Edinger, Lechleiter and Tasman, all of whom are independent, non-employee directors, served on the Compensation Committee of the Board of Directors.  None have served as an officer of S.Y. Bancorp nor had any relationship with S.Y. Bancorp requiring disclosure under the Securities and Exchange Commission’s rules regarding related persons transactions. The Compensation Committee members have no interlocking relationships requiring disclosure under the rules of the Securities and Exchange Commission.

 

37


 

Review of Related Person Transactions

 

Bancorp has written procedures for reviewing transactions between Bancorp and its directors and executive officers, their immediate family members and entities with which they have a position or relationship. These procedures are intended to determine whether any such related person transactions impair the independence of a director or present a conflict of interest on the part of a director or executive officer. Quarterly we require each of our directors and executive officers to complete a questionnaire listing any related person transactions. These are compiled by the internal audit department, and results are reported to the Audit Committee of the Board of Directors. Annually we require each director and executive officer to complete a directors’ and officers’ questionnaire that elicits information about related person transactions. Any related person transactions identified are discussed with the Audit Committee and evaluated to determine whether any likelihood exists that the transaction could impair the director’s independence or present a conflict of interest for that director. Any such conclusion would be considered by the Board of Directors. Should it be determined a director is no longer independent, he/she would be removed from the Audit, Compensation or Nominating and Corporate Governance Committee(s) as applicable. If the transaction were to present a conflict of interest, the Board would determine the appropriate response. Upon receiving notice of any transaction on the part of an executive officer that may present a conflict of interest, the internal auditor will discuss the transaction with the Chief Executive Officer or if the transaction involves the Chief Executive Officer, the Chair of the Audit Committee, to determine whether the transaction presents a conflict of interest. In a case involving a conflict of interest, the Chief Executive Officer, or Chair of the Audit Committee, along with the director of Human Resources will determine the appropriate response.

 

There were no transactions in 2012 with related persons needing to be disclosed under the SEC’s disclosure requirements.

 

The Audit Committee established a procedure under which any related person transaction or series of transactions in excess of $25,000, other than banking transactions in the ordinary course of business and in compliance with federal banking regulations, will be reported to and preapproved by the audit committee.

 

ANNUAL REPORT ON FORM 10-K

 

A copy of S.Y. Bancorp, Inc.’s 2012 Annual Report on Form 10-K as filed with the Securities and Exchange Commission, without exhibits, will be provided without charge following receipt of a written or oral request directed to:  Nancy B. Davis, Executive Vice President, Treasurer and Chief Financial Officer, S.Y. Bancorp, Inc., P.O. Box 32890, Louisville, Kentucky 40232, (502) 625-9176; or nancy.davis@syb.com.  A copy of the Form 10-K may also be obtained at the company’s website, www.syb.com or the SEC’s website, www.sec.gov.

 

OTHER MATTERS

 

The officers and directors of S.Y. Bancorp do not know of any matters to be presented for shareholder approval at the Annual Meeting other than those described in this Proxy Statement. If any other matters should come before the Annual Meeting, the Board of Directors intends that the persons named in the enclosed form of proxy, or their substitutes, will vote such proxy as recommended by the Board or, if no recommendation is given in their own discretion in the best interests of S.Y. Bancorp.

 

 

By Order of the Board of Directors

 

 

 

 

 

 /s/ David P. Heintzman

 

 

 

David P. Heintzman

 

Chairman and Chief Executive Officer

 

S.Y. Bancorp, Inc.

 

 

Louisville, Kentucky

 

March 25, 2013

 

 

38


 

APPENDIX A

 

S.Y. BANCORP, INC.

 

ANNUAL CASH INCENTIVE PLAN

 

SECTION 1—INTRODUCTION

 

1.1                               Purpose.  The purpose of the S.Y. Bancorp, Inc.  Annual Cash Incentive Plan (the “Plan”) is to

 

(a)                                 motivate and reward eligible executives by making a portion of their cash compensation dependent on the achievement of certain corporate, business unit and individual performance goals;

 

(b)                                 further link an executive’s interests with those of S.Y.  Bancorp, Inc.  (the “Company”) and its Affiliates by creating a direct relationship between key Company performance measurements and individual incentive payouts;

 

(c)                                  enable the Company to attract and retain superior employees by providing a competitive incentive program that rewards outstanding performance.

 

1.2                               Performance-Based Compensation.  Awards under the Plan are intended to qualify as performance-based compensation deductible by the Company under the qualified performance-based compensation exception to Section 162(m) of the Code, but shall not limit the Committee’s ability to make Awards that do not so qualify.

 

1.3                               Effective Date.  The Plan is effective as of the date approved by the Compensation Committee of the Board, as reflected by execution hereof (the “Effective Date”), subject to approval by the Company’s shareholders at the first annual meeting of shareholders to occur after the Effective Date and before the first payments hereunder, and shall remain in effect until it has been terminated pursuant to Section 8.6.

 

SECTION 2—DEFINITIONS

 

As used in this Plan, the following terms shall have the following meanings:

 

2.1                               “Affiliate” means the Bank and any other “subsidiary corporation” of the Company, as defined in section 424(f) of the Code, respectively.  “Subsidiary corporation” includes any entity which becomes a Subsidiary corporation after the date of adoption of this Plan.

 

2.2                               “Award” means an award granted pursuant to the Plan, the payment of which shall be contingent on the attainment of Performance Goals with respect to a Performance Period, as determined by the Committee pursuant to Section 6.1.

 

2.3                               “Bank” means Stock Yards Bank & Trust Company, a Kentucky banking corporation with its principal office located at 1040 East Main Street, Louisville, Kentucky 40206.

 

2.4                               “Base Salary” means the Participant’s annualized rate of base salary on the last day of the Performance Period before (i) deductions for taxes or benefits and (ii) deferrals of compensation pursuant to any Company or Affiliate-sponsored plans.

 

2.5                               “Board” means the Board of Directors of the Company, as constituted from time to time.

 

2.6                               A “Change of Control” shall be deemed to have taken place for purposes of the Plan if

 


 

(a)                                 any Person (as defined below) is or becomes the Beneficial Owner (as defined in this Section 2.7) of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities (unless (A) such Person is the Beneficial Owner of 20% or more of such securities as of the Effective Date or (B) the event causing the 20% threshold to be crossed is an acquisition of securities directly from the Company);

 

(b)                                 during any period of two consecutive years beginning after the Effective Date, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) (iii) or (iv) of this Change in Control definition) whose election or nomination for election was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute a majority of the Board;

 

(c)                                  the shareholders of the Company approve a merger or consolidation of the Company with any other corporation (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the entity surviving such merger or consolidation), in combination with voting securities of the Company or such surviving entity held by a trustee or other fiduciary pursuant to any employee benefit plan of the Company or such surviving entity or of any Subsidiary of the Company or such surviving entity, at least 80% of the combined voting power of the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation); or

 

(d)                                 the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

 

For purposes of the definition of Change in Control, “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended, as supplemented by Section 13(d)(3) of such Act; provided, however, that Person shall not include (i) the Company, any subsidiary or any other Person controlled by the Company, (ii) any trustee or other fiduciary holding securities under any employee benefit plan of the Company or of any subsidiary, or (iii) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of securities of the Company.

 

For purposes of the definition of Change in Control, a Person shall be deemed the “Beneficial Owner” of any securities which such Person, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of, including pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that: (i) a Person shall not be deemed the Beneficial Owner of any security as a result of an agreement, arrangement or understanding to vote such security (x) arising solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to, and in accordance with the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder or (y) made in connection with, or to otherwise participate in, a proxy or consent solicitation made, or to be made, pursuant to, and in accordance with, the applicable provisions of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder; in either case described in clause (x) or clause (y) above, whether or not such agreement, arrangement or understanding is also then reportable by such Person on Schedule 13D under the Securities Exchange Act of 1934, as amended (or any comparable or successor report); and (ii) a Person engaged in business as an underwriter of securities shall not be deemed to be the Beneficial Owner of any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition.

 

2.7                               “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations.

 

2.8                               “Committee” means the Compensation Committee of the Board, which committee shall consist of three or more members of the Board, each of whom is both a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act and an “outside director” within the meaning of such term as contained

 


 

in applicable regulations interpreting section 162(m) of the Code.  If for any reason the appointed Committee does not meet the requirements of Rule 16b-3 or section 162(m) of the Code, such noncompliance with such requirements shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.

 

2.9                               “Company” means S.Y. Bancorp, Inc., and any successor thereto.

 

2.10                        “Covered Employee” has the meaning set forth in Section 162(m)(3) of the Code.

 

2.11                        “Determination Date” means the latest date on which Performance Goals can be designated hereunder, which shall be the earlier of: (a) the 90th day of the Performance Period or (b) the date as of which 25% of the Performance Period has elapsed, provided, however, that, as of such date, the outcome of any such Performance Goal is substantially uncertain.

 

2.12                        “Disability” unless otherwise defined in an employment agreement between the Participant and the Company, shall mean total and permanent disability in accordance with the Company’s long-term disability plan, as determined by the Committee.

 

2.13                        “Maximum Award” means as to any Participant for any Plan Year shall be no more than $750,000.   The Maximum Award limit shall be pro-rated for any Award payable with respect to a Performance Period that is shorter than one year.

 

2.14                        “Negative Discretion” means the discretion of the Committee to reduce or eliminate the size of an Award in accordance with Section 6.1(c) of the Plan, provided that, the exercise of such discretion with respect to one Participant shall not have the effect of increasing the amount payable hereunder to other Participants.

 

2.15                        “Participant” means as to any Performance Period, the executive officers of the Company or an Affiliate who are deemed likely to be Covered Employees and other key employees of the Company or an Affiliate/the employees of the Company or an Affiliate who are designated by the Committee to participate in the Plan for that Performance Period.

 

2.16                        “Performance Criteria” means the objective performance criteria upon which the Performance Goals for a particular Performance Period are based, which would allow a third party with knowledge of the relevant performance results to calculate an Award’s value, are based and which include one of or any combination of the following “performance criteria” for the Company as a whole or any business unit, division, department or any combination of these and may be applied on an absolute basis and/or relative to one or more peer group companies or indices, or any combination thereof, as the Committee shall determine:

 

(i)                                     earnings or earnings per share (whether on a pre-tax, after-tax, operational or other basis,  diluted or undiluted,  and before or after adjustments for extraordinary items and business combination acquisition and restructuring costs);

 

(ii)                                  return on equity;

 

(iii)                               return on assets;

 

(iv)                              net or gross revenues or revenue growth over prior year or as compared to budget;

 

(v)                                 expenses or expense levels;

 

(vi)                              one or more operating ratios;

 

(vii)                           stock price (including, but not limited to, growth measures and total shareholder return);

 

(viii)                        stockholder return;

 

(ix)                              the accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions;

 


 

(x)                                 economic value added;

 

(xi)                              net or gross income or income growth over prior year or as compared to budget, which, if determined for a department or business unit, may be determined solely with reference to direct costs of that department or business unit.

 

2.17                        “Performance Goals” means the goals selected by the Committee, in its discretion to be applicable to a Participant for any Performance Period.  Performance Goals shall be based upon the attainment of one or more Performance Criteria.  Performance Goals may include a threshold level of performance below which no Award will be paid and levels of performance at which specified percentages of the Target Award will be paid and may also include a maximum level of performance above which no additional Award amount will be paid.

 

2.18                        “Performance Period” means the period for which performance is calculated, which unless otherwise indicated by the Committee, shall be no shorter than one year and otherwise be within the time period prescribed by, and shall otherwise comply with the requirements of, Code Section 162(m), or any successor provision thereto, and the regulations thereunder.

 

2.19                        “Plan” means the S.Y. Bancorp, Inc. Annual Cash Incentive Plan, as hereafter amended from time to time.

 

2.20                        “Plan Year” means the Company’s fiscal year, which commences on January 1st and ends on December 31st.

 

2.21                        “Pro-rated Award” means an amount equal to the Award otherwise payable to the Participant for a Performance Period in which the Participant was actively employed by the Company or an Affiliate for only a portion of the Performance Period, multiplied by a fraction, the numerator of which is the number of days the Participant worked during the Performance Period and the denominator of which is the number of days in the Performance Period.

 

2.22                        “Target Award” means the target award payable under the Plan to a Participant for a particular Performance Period, expressed as a percentage of the Participant’s Base Salary.  In special circumstances, the target award may be expressed as a fixed amount of cash.

 

SECTION 3—ADMINISTRATION

 

3.1                               Administration.  The Plan shall be administered by the Committee.  Subject to the provisions of the Plan and applicable law, the Committee shall have the power, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the terms and conditions of any Award; (iii) determine whether, to what extent, and under what circumstances Awards may be forfeited or suspended; (iv) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the Plan or any instrument or agreement relating to, or Award granted under, the Plan; (v) establish, amend, suspend, or waive any rules for the administration, interpretation and application of the Plan; and (vi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

 

3.2                               Decisions Binding.  All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, and shall be given the maximum deference permitted by law.

 

3.3                               Delegation By the Committee.  The Committee, in its sole discretion, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company; provided, however, that the Committee may not delegate its responsibility to (i) make Awards to executive officers; (ii) make Awards which are intended to constitute qualified performance-based compensation under Section 162(m) of the Code; or (iii) certify the satisfaction of the Performance Goals pursuant to Section 6.1 in accordance with Section 162(m) of the Code.

 

3.4                               Agents; Limitation of Liability.  The Committee may appoint agents to assist in administering the Plan.  The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to it or him by any officer or employee of the Company, the Company’s certified public

 


 

accountants, consultants or any other agent assisting in the administration of the Plan.  Members of the Committee and any officer or employee of the Company acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

 

SECTION 4—ELIGIBILITY AND PARTICIPATION

 

4.1                               Eligibility.  Only executive level and other key employees of the Company and its participating Affiliates are eligible to participate in the Plan

 

4.2                               Participation.  The Committee, in its discretion, shall select, no later than the Determination Date, the persons who shall be Participants for the Performance Period.  Only eligible individuals who are designated by the Committee to participate in the Plan with respect to a particular Performance Period may participate in the Plan for that Performance Period.  An individual who is designated as a Participant for a given Performance Period is not guaranteed or assured of being selected for participation in any subsequent Performance Period.

 

4.3                               New Hires; Newly Eligible Participants.  A newly hired or newly eligible Participant will be eligible to receive a Pro-rated Award reflecting participation for a portion of the Performance Period.  The amount of any Award paid to such Participant shall not exceed that proportionate amount of the Maximum Award set forth in Section 2.14.

 

SECTION 5—TERMS OF AWARDS

 

5.1                               Determination of Target Awards.  Prior to, or reasonably promptly following the commencement of each Performance Period, but no later than the Determination Date, the Committee, in its sole discretion, shall establish the Target Award for each Participant, the payment of which shall be conditioned on the achievement of the Performance Goals for the Performance Period.

 

5.2                               Determination of Performance Goals and Performance Formula.  Prior to, or reasonably promptly following the commencement of, each Performance Period, but no later than the Determination Date, the Committee, in its sole discretion, shall establish in writing the Performance Goals for the Performance Period and shall prescribe a formula for determining the percentage of the Target Award which may be payable based upon the level of attainment of the Performance Goals for the Performance Period.  The Performance Goals shall be based on one or more Performance Criteria, each of which may carry a different weight, and which may differ from Participant to Participant.

 

5.3                               Adjustments.  The Committee is authorized, in its sole discretion, to provide at the time an Award is made that some or all of the following events shall result in adjustment or modification to the calculation of a Performance Goal for a Performance Period, provided that the amount to be adjusted is objectively determinable:

 

·                  significant litigation or claim judgments or settlements;

 

·                  the effect of changes in tax laws, accounting standards or principles, or other laws or regulatory rules affecting reporting results;

 

·                  any reorganization and restructuring programs;

 

·                  extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto);

 

·                  transaction costs related to acquisitions or divestitures;

 

·                  any other specific unusual or nonrecurring events or objectively determinable category thereof; and

 

·                  a change in the Company’s fiscal year.

 


 

No adjustment shall be made if the effect would be to cause an Award to fail to qualify as performance-based compensation under Section 162(m).

 

SECTION 6—PAYMENT OF AWARDS

 

6.1                               Determination of Awards; Certification.

 

(a)                                 Following the completion of each Performance Period, the Committee shall determine the extent to which the Performance Goals have been achieved or exceeded.   If the minimum Performance Goals established by the Committee are not achieved, then no payment will be made.

 

(b)                                 To the extent that the Performance Goals are achieved, the Committee shall certify in writing, in accordance with the requirements of Section 162(m) of the Code, the extent to which the Performance Goals applicable to each Participant have been achieved and shall then determine, in accordance with the prescribed formula, the amount of each Participant’s Award.

 

(c)                                  In determining the amount of each Award, the Committee may reduce or eliminate the amount of an Award by applying Negative Discretion if, in its sole discretion, such reduction or elimination is appropriate.

 

(d)                                 In no event shall the amount of an Award for any Plan Year exceed the Maximum Award.

 

6.2                               Form and Timing of Payment.  Except as otherwise provided herein, as soon as practicable following the Committee’s certification pursuant to Section 6.1 for the applicable Performance Period, each Participant shall receive a cash lump sum payment of his or her Award, less required withholding.  In no event shall such payment be made later than 2½ months following the end of the Performance Period.

 

6.3                               Employment Requirement.  Except as otherwise provided in Section 7, no Award shall be paid to any Participant who is not actively employed by the Company or an Affiliate on the last day of the Performance Period.

 

6.4                               Deferral of Awards.  A Participant may defer the payment of an Award that would otherwise be paid under the Plan, but only if and to the extent such deferral is consistent with the terms of the Company’s or Affiliate’s separate Executive Deferred Compensation Plan.

 

SECTION 7—TERMINATION OF EMPLOYMENT

 

7.1                               Employment Requirement.  Except as otherwise provided in Section 7.2, if a Participant’s employment terminates for any reason prior to the last day of the Performance Period, all of the Participant’s rights to an Award for the Performance Period shall be forfeited.

 

7.2                               Termination of Employment Due to Death or Disability.  If a Participant’s employment is terminated by reason of his or her death or Disability during a Performance Period, the Participant or his or her beneficiary will be paid a Pro-rated Award reflecting participation for a portion of the Performance Period.  In the case of a Participant’s Disability, the employment termination shall be deemed to have occurred on the date that the Committee determines that the Participant is Disabled.  Payment of such Pro-rated Award will be made at the same time and in the same manner as Awards are paid to other Participants.

 

7.3                               Change in Control.  If a Change in Control occurs during a Performance Period, Awards under the Plan will be calculated based on the Company’s performance as of the date of the Change in Control, prorated, if appropriate based on the type of goal, of a period of shorter than the entire Performance Period.  If the minimum Performance Goals are achieved and certified by the Committee pursuant to Section 6.1, each Participant will receive an Award calculated based on the prescribed formula in accordance with Section 6.1(b).  Awards paid in connection with a Change in Control will be paid no later than 2½ months following the date of the Change in Control.

 


 

SECTION 8—GENERAL PROVISIONS

 

8.1                               Compliance With Legal Requirements.  The Plan and the granting of Awards shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required.

 

8.2                               Non-transferability.  A person’s rights and interests under the Plan, including any Award previously made to such person or any amounts payable under the Plan may not be assigned, pledged, or transferred, except in the event of the Participant’s death, to a designated beneficiary in accordance with the Plan, or in the absence of such designation, by will or the laws of descent or distribution.

 

8.3                               No Right to Employment.  Nothing in the Plan or in any notice of Award shall confer upon any person the right to continue in the employment of the Company or any Affiliate or affect the right of the Company or any Affiliate to terminate the employment of any Participant.

 

8.4                               No Right to Award.  Unless otherwise expressly set forth in an employment agreement signed by the Company and a Participant, a Participant shall not have any right to any Award under the Plan until such Award has been paid to such Participant and participation in the Plan in one Performance Period Year does not connote any right to become a Participant in the Plan in any future Performance Period.

 

8.5                               Withholding.  The Company shall have the right to withhold from any Award, any federal, state or local income and/or payroll taxes required by law to be withheld and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to an Award.

 

8.6                               Amendment or Termination of the Plan.  The Board or the Committee may, at any time, amend, suspend or terminate the Plan in whole or in part; provided, that, no amendment that requires shareholder approval in order for the Plan to continue to comply with Section 162(m) shall be effective unless approved by the requisite vote of the shareholders of the Company.  Notwithstanding the foregoing, no amendment shall adversely affect the rights of any Participant to Awards allocated prior to such amendment, suspension or termination.

 

8.7                               Unfunded Status.  Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between the Company and any Participant, beneficiary or legal representative or any other person.  To the extent that a person acquires a right to receive payments under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.  All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.  The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA).

 

8.8                               Governing Law.  The Plan shall be construed, administered and enforced in accordance with the laws of the Commonwealth of Kentucky, without regard to conflicts of law.

 

8.9                               Beneficiaries.  To the extent that the Committee permits beneficiary designations, any payment of Awards due under the Plan to a deceased Participant shall be paid to the beneficiary duly designated by the Participant in accordance with the Company’s practices.  If no such beneficiary has been designated or survives the Participant, payment shall be made by will or the laws of descent or distribution.

 

8.10                        Section 162(m) of the Code; Bifurcation of the Plan.  It is the intent of the Company that the Plan and the Awards made under the Plan to Participants who are or may become persons whose compensation is subject to Section 162(m) of the Code satisfy any applicable requirements to be treated as qualified performance-based compensation under Section 162(m) of the Code.  The provisions of the Plan may at any time be bifurcated by the Board or the Committee so that certain provisions of the Plan or any Award intended to satisfy the applicable requirements of Section 162(m) of the Code are only applicable to persons whose compensation is subject to Section 162(m) of the Code.

 


 

8.11                        Section 409A of the Code.  It is intended that payments under the Plan qualify as short-term deferrals exempt from the requirements of Section 409A of the Code.  In the event that any Award does not qualify for treatment as an exempt short-term deferral, it is intended that such amount will be paid in a manner that satisfies the requirements of Section 409A of the Code.  The Plan shall be interpreted and construed accordingly.

 

8.12                        Expenses.  All costs and expenses in connection with the administration of the Plan shall be paid by the Company.

 

8.13                        Section Headings.  The headings of the Plan have been inserted for convenience of reference only and in the event of any conflict, the text of the Plan, rather than such headings, shall control.

 

8.14                        Severability.  In the event that any provision of the Plan shall be considered illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been contained therein.

 

8.15                        Gender and Number.  Except where otherwise indicated by the context, wherever used, the masculine pronoun includes the feminine pronoun; the plural shall include the singular, and the singular shall include the plural.

 

8.16                        Non-exclusive.  Nothing in the Plan shall limit the authority of the Company, the Board or the Committee to adopt such other compensation arrangements, as it may deem desirable for any Participant.

 

8.17                        Notice.  Any notice to be given to the Company or the Committee pursuant to the provisions of the Plan shall be in writing and directed to the Chairman of the Board of the Company at 1040 East Main Street, Louisville, Kentucky, 40206.

 

8.18                        Successors.  All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding upon any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the assets of the Company.

 

8.19                        Term of Plan.                 This Plan shall remain in full force and effect until five years after its Effective Date (the “Initial Term”), if not sooner terminated in accordance with Section 8.6, unless the shareholders of the Company re-approve it within the 12-month period following its expiration, in which case it shall remain in effect for an additional 5 years after the expiration of that Initial Term.

 

IN WITNESS WHEREOF, the Company has adopted this Plan as of the date set forth below.

 

 

 

S.Y. BANCORP, INC.

 

 

 

 

 

By:

 

 

 

 

 

Title:

 

 

 

 

 

Date:

 

 


 

 


 

S.Y. BANCORP, INC.

1040 EAST MAIN STREET

LOUISVILLE, KENTUCKY 40206

 

PROXY FOR HOLDERS OF COMMON STOCK

ANNUAL MEETING OF SHAREHOLDERS - APRIL 24, 2013

 

This proxy is solicited by the Board of Directors of S.Y. Bancorp, Inc.

 

The undersigned hereby appoints David P. Heintzman and James A. Hillebrand or either of them, attorneys with power of substitution and revocation to each, to vote any and all shares of Common Stock of S.Y. Bancorp, Inc. (“Bancorp”) held of record by the undersigned, in the name and as the proxy of the undersigned, at the Annual Meeting of Shareholders of Bancorp (the “Annual Meeting”) to be held at The Olmsted, 3701 Frankfort Avenue, Louisville, Kentucky 40207 on April 24, 2013 at 10:00 a.m., Eastern Time, or any adjournment thereof, hereby revoking any prior proxies to vote said stock, upon the following proposals more fully described in the Notice of and Proxy Statement for the meeting (receipt of which is hereby acknowledged):

 

 

(1)                                  A proposal to approve the action of the Board of Directors fixing the number of directors at twelve;

FOR

AGAINST

ABSTAIN

 

o

o

o

 

 

 

 

(2)                                  ELECTION OF DIRECTORS

 

 

 

 

 

 

 

Nominees are:  Charles R. Edinger, III, David P. Heintzman, Carl G. Herde, James A. Hillebrand, Richard A. Lechleiter, Bruce P. Madison, Richard Northern, Stephen M. Priebe, Nicholas X. Simon, Norman Tasman, and Kathy C. Thompson.
Mark one box only.

o

FOR ALL nominees listed above

o

FOR ALL nominees listed above EXCEPT the following:

 

 

 

 

o

WITHHOLD authority to vote for ALL nominees listed above

 

 

 

 

 

 

FOR

AGAINST

ABSTAIN

 

 

 

 

(3)                                  The ratification of KPMG LLP as the independent registered public accounting firm for S.Y. Bancorp, Inc. for the year ending December 31, 2013;

o

o

o

 

 

 

 

(4)                                  The approval of the action of the Board of Directors to adopt the Annual Cash Incentive Plan, including the performance criteria that will be used under that plan to establish goals for covered executives;

FOR

o

AGAINST

o

ABSTAIN

o

 

 

 

 

(5)                                  The advisory approval of the compensation of Bancorp’s named executive officers.

FOR

AGAINST

ABSTAIN

 

o

o

o

 

 

The Board of Directors recommends a vote FOR the proposal fixing the number of directors at twelve, FOR ALL nominees for director listed above, FOR the ratification of KPMG LLP, FOR approval of the Annual Cash Incentive Plan, and FOR the approval of executive compensation.

 

This proxy, properly signed and dated, will be voted as directed, but if no instructions are specified, this proxy will be voted for the proposal to fix the number of directors at twelve, for all nominees for director, for the ratification of KPMG LLP, for the cash incentive plan, and for the approval of executive compensation.  If any other business is properly presented at such meeting, this proxy will be voted by those named in this proxy in their best judgment.  At the present time, the Board of Directors knows of no other business to be presented at the meeting.

 

Date_____________, 2013

 

 

 

 

 

 

 

 

 

 

 

(Signatures)

 

 

Should the above signed be present and elect to vote at the Annual Meeting of Shareholders or at any adjournment thereof and after written notification to the Secretary of the Corporation at the Meeting of the shareholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect.

Please sign exactly as your name appears on this proxy card.  When signing as attorney, executor, administrator, trustee or guardian, please give your full title.  If shares are held jointly, only one signature is required but each holder should sign, if possible.

 

PLEASE ACT PROMPTLY

SIGN, DATE & MAIL YOUR PROXY CARD TODAY

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on April 24, 2013:    The notice and proxy statement and annual report are available at http://irinfo.com/sybt/sybt.html.

 

 GRAPHIC 2 g15411bki001.jpg GRAPHIC begin 644 g15411bki001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_]H`"`$!```_`/9J**************************************** M******P_&NG_`-J>"]7LP,L]JY4?[0&X?J!4GA+4/[5\):5?9R9K6,M_O8P? MU!K#\"?Z#K7BG1>@MM2-Q&OHDJAA_*NTHHHHHHHHHHHHHHHHHHHHHHHHHHHH MHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHI MKJ'0HPR&&"*X_P"%[&'PUUP>P#9'Z-35_XEWQA<=$U;2@?K)$W M_P`2:[2BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB MBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBN+\-?\2_XC>*=-/"W(@OHQ_O+ MM?\`4"CQO_H/B/PIK(X$5^;61O\`9E7'\P*[2BBBBBBBBBBBBBBBBBBBBBBB MBBBBBBBBBBBBBBBBBBBDW#=MR,XSBEHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH MKDM:U[5='\*G\%:W>ZI:7UGJLB/J.F7;V\[ MHH4.,Y5@.V1_*NFHHHHHHHHHHHKS_5`-+^->D7>2$U6PDMVYX++DC^E6_BU: M/<>`[FXA'[ZQECN4;NNUAD_D376:==K?Z;:WB'*W$*2#Z,`?ZU9HHHHHHHHH MHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHI-HW;L#.,9I:**************** M**************Y;XBZ5)J?A"YDMSMNK$K=P-Z,AS_+-8NDWZ0>.].U96"6O MBC3ER.@\]`#^9&17H=%%%%%%%%%%%<-\38?(AT/7!_S#-2C=B/[K'!_7%=9J M]DFJ:+>6+`,MS`\>/JI%8/PRO'N_`>GK(?WEL&MW]BA(_EBNKHHHHHHHHHHH MHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHK!UOQKX<\/1LV MHZK`CK_RR1M\A/IM'-<,?CE977B"RLK*P9+*694FN+A@"%)QD`=/Q->K`@C( M.12T44444444444R2-)8FCD4,C@JP/<&O'YXIM-\%W4*JQN?">LB2/'40EL] M?3:WZ5Z];7$=W:Q7$3;HY4#J?4$9J6BBBBBBBBBBL+QK8'4O!NJ6R@%S;LZ9 M_O+\P_E4WA34O[7\*Z;J!.6FMT+'_:Q@_J#7/>!?-T_Q)XGT1Q^[AO?M,7LL M@SBNXHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHI#U%+111111111 M1116;JWB'1]"B\S5-2M[0>DCC&F2,0SCT=>#^?!_&NEHHHHHHHHHHHHKSZXT\#X@>(-(<`P:[I0E"D?Q MKE#_`#K>\`79N_!6FE\B2"/R'!_O(2I_E71T4444444444V1%DC9'&58$$>H M-H'U'\J]THI`P;H0>W%+1111111117%^+G.G>-/" MVJ#:$DG>SD)]'7C]14G@/%G?>(](W$BUU-Y$![+(`W\\UV%%%%%%%%%%%%E?+'Q!T%O#WC/4+,1[(7D,L'H4;D8^G(_"N;HHH`)Z#-:/A[5Y-`U^RU6)= MS6LHDNIS$`GR_E1UO>`;/48)L^@W8/\`.G:+)':_%37+=1_Q_64%T/J/E-=K M111111111117(:QG3_B1H=]O"17UO+9R>[#YE_K4_P`2+%K_`,":FB`F2&,3 MH`,\H0W]*VM%O!J&B6-X/^6\"/Q[@5>HHHHHHHHHHHHHHHHHHHHHHHHHHHHH MHHHHHHHHHHHICG#)T^]W/L:?1111111111117COQ[T,O!I^NQ*/W9-O,>^#R MI_G^=>+Q0RSRK%#&\DCG"HBDDGV`KIK/X=>);B*"XN=/>QM9IDB\^Z^0(6.` M2OWL9XZ=ZZ3P[\+()O$>K>'==GDCOK>V6>U>W<;)%/&<$9/./3O7:66DW">` M[3_A#='TR"\F!@O7NE^:-AE6.3U.<]<]:\-UO29]#UFZTRY>-Y;9]K-&ORLO"/#VO77AK68M5LDC:XA5@GF+D`E2,X]LUZO MXQU*Z\6_"'3O$:3[9[256N8XC\K$':#TZ_-FJ^LSZ#IL_B#P[K.H"PL=1C6\CD5N06X<*.>=RY_X%7C7B MY?"2/:1^%I;N;8A%S+<@C>V>"`?\/2H=*\$^(]8A:>STFX,"H9#-(NQ,`9X) MZ_A78:1\*-+N-*T[4-3\41P)JA5;410Y!I&0<=J^B_AUKI\0>"=/O))/,G1/)F./XUX_E@_C73T44444445 MSWC]0_@+6@0#_HCGGZ5S&F3N?%_@R5E*&?1'1E/48"FO2************QO% M^G_VKX2U2SV[FDMGVC_:`R/U%1^"=2&K>#=+O,_,UNJO_O+\I_45C>#A_9OC M+Q1HQ)">>EY"F,`+(/F(_&NVHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH MHHHHHHHHHILC;(V;^Z":\ELKJ>X\):5%]IDC.L:ZWVAU8[BNXG&?P%>M@``` M=!2T445QWQ(\9W?@K1H+NTLDN9+B0Q!I&(6,XR"0.M>$:]\0?$_B)7BOM3D$ M#G)@A^1/I@=1]:YNBNT\(^/HO#_A?5]!OK*2\M[Y&\H!P!&Y7!SGMT/X54BG M\8W?@@Z?%;W3:##)O9O*PF21@;NXSS]3707OPHU".(/J/B2Q>^2$2M9R3'S= MG7`)^C=L<5T^BZ9X'?P=K>K>&-(%]/9QNF;_`"23M!R,]!C/ITJS8,/%7PLT MF^N/$%QHUOI^4O9(&.711LP??&/7KTK,T!8O$OPWUC0]%EENI=&NO.TUW7$A M`.Y#['.X?C6?\9H$GT[P]JUVH@U6>V"7$#'YP,`\CV8D?C4_P%USRM0O]#ED MXF03PK_M#AOTQ^5>WT44444445A>.%W>!]:&,_Z')_Z#7':,LDNO^`GRKD:1 M+N(/8*M>G444444444444A`((/(-<;\.!]BMM7T0MG^SM1E5%]$8[E_F:+T# M3OBUIT^0JZG820-[LAW#]*[*EHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH MHHHHHHHHHIKKOC9#_$"*\>MU^S>$="<8'V'Q$4G)''I7<_#CPWX0\0^` MKG[=8#[8LQBGN6;+1D_<8'^$?X'-==X=L[D>$;3PMJJB-BEQ9'*C&Y#E&'// M'-8+:K8>)(8;;QAX-N)98I_[..HP+G]X#CMAE'?N.35/PQ%9^`_B?JOAFXNT M32KZWRAFD7`XRH8GH<;A^58&@>,-*\'#Q!X=O[;^U]*EG(MXXV!5^<9+>A`7 MIZ5F:E\3=6EOQ<:);V^AQK"81':(.5)SDG'7(Z@"N2N[VZOYS/>7$MQ*>KRN M6;\S5_PMK3^'O$MAJJ=+>8%QC.4/##\B:^LX9DN((YHSE)%#*?4$9%244444 M445SWCZ0Q^`]:9>OV-Q^8Q7*:/;`Z_X#P2!'I$K?7Y%_QKTRBBBBBBBBBBBB MN)TYO[,^+>J6I(6/5+*.X0>KI\I_2E^)`:TCT/6DZZ?J49;_`''^4_TKM`<@ M$=#2T44444444444444444444444444444444444444444450U/6]+T6$RZE M?V]JN"?WL@!/T'4TFB:W8>(=,34=-E,ML[,JL5(R0<'@UY9J-N4\(^)[4!O, MTS6UN<>BE@<_EFO7X)%E@CD4Y5U#`^H(J2BBBDKY>^)/AX^'/&M[;JFVWG;S MX/\`=;_`Y'X5W]IJUS'\'=%UC1Y9(&T6Z7[5%">'4,0VX=\[@?QKL9[:TU/4 M;RQ)'V/Q-IWFQGMO5<,>.^UD/_`:XGX?^&M3\+O?V'B:WCM]+UA6M@9)!RX! M(.,\`C/)]JKZO\3K0^'=-3[2;C6M(U%6^12J3HA9<[AQAEQ^=85S\8-=CU.] MN-(2.RMKOYOL[@2"-\8+J<#DXSZ5PUY>7.H73O/<3-NDD5IEA<7;CJ(D+`?4]!7HN@?`K5[S;+K5Y%81$9,@_,UZ9H/P MQ\*Z!M>'3ENIQ_RVNOWC?D>!^`KJU544*JA5'``&`*=112444M%<]X_&?`6M M#_IT?^5&--ON\]LC'Z MXY_6M6BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBD)Q4=Q?XC^./&&R'1;6 M/2[.>X6V^TJ"=KN?E!<]/P%74-NG]Z60*/UKFK_`.)_A"P8I_:R7,HZ1VJ&4L?08&/UJA_PLJ\O9?*T M7P=K%XX7M;>A^/-'UF[&GR>=IVI8^:RO4\N3/ MMGAOPJ;QZP7P)K1/_/H_\JY70@EOXF\%P81I/[#DRV/F`PI'/Y_K7I5%%%%% M%%%%%%%/8[?("">BC@ M5@5ZEX!O;/Q%X8C\,WFGWEP^FW!O(S;SK#&PS_RT"YHD MNK2U#.7M].TP&9[B8?Q2.?FDQD\@8[Y->6>%M7D\.^*;#4OF7[/./,7)!V]& M!_#->^^*;N+3O&WA;5U.8KPR64C#H5<`K^M2?#H&Q&MZ$[9.G:C)L'3$;_,N M!Z=:[2BBBBLWQ#I,>N^'[[2Y`"+F%D&>S8^4_@<5\E75M+9WA_`:P MBBWZYJ4EQ*?^6=K\B+^)&3^E>1:]HEQHGB&[T=U=Y()C&OR\N/X3CW&*W=`^ M%GBO7PDJ6'V.W8C]]='8,>H7J?RKT?2?@UXI_%/PKITBVUO=2:E<$[1#8QF4_GT_6L^3QCXUU5`^D>%H]-MRO_`!\Z MM-L'_?/']:YW5-;N3AK"UFPU;352 MV\7:;'XETA#M6T M^_US0V%O)(`([D[8Y#Z,1G&.N#Z=*]*U7Q5IVFWK7NKZW9K<%/+2QT*$-(R8 MX5IFZ#GMBO(O$=L8=7EF33+K3K:X/F01762^T]\GKSFO6(I9O&GP.4P`-?Z0 M00!R=ZS\'-'US MQ3<:Q<7<\<-PP=[:(`;F_B.X],UTVA^"?#GATA],TJ&*4`#SF&]_^^CT_"MZ MHYIXK:%IIY4BC499W8``>Y-F?>K\7PJTZZD6;Q!JVI:Y(#G M%S.0G_?(/U[]ZZ33/"V@Z,$_L[2+2W*#Y76(%A_P(\_K7/ZK\6/#&DZC-8R& M[F:V<1SR0P$I$_Y5R.I?$[Q*[ZO>6%QI<-II-P@$!!9[F-F(!!^G/' MK65=6FI:UXDU6*&YG>_=8M8T@L^0W`)4?\!.!_NT:+L\=3>,MEJ;>>YLXI_) M/&VX3J1W^\#^==%\(=5&S[.VCZN;JY'^E:A.S-"S+G;UZ<(M)G\'2W&MZ/;&ZT>XR-3TD?2]TNR\4>#]3TX`:)):2 M6D,X/R1LV-JL>QXQS7I%%%%%%%%%%%%%)7$?#E1877B/1`3MLM29D!/.UQD4 M_7@=-^)WA_400D=[#+9RGU/WE_6NTI:***************************** M**********XKXL:`-<\#W3)'NGL?])CQU^7[W_CN?RKR_P`#ZYXIN=$.C>%= M/L;-X`S76J.%5@IR1N8]/UZ5>\96DEKX07P]J5_/J6LQ/]N/V6*253N'WG=L M\8R.,"K>@:RU]X7L;_0-`T[^U[2,6M[J-V@2*U1>%;+'!)&.G-9WQ%\+W\>D M1:MK'B5]8U5SF.WAC^1(>K,`.BCUP!47P3UO[)XFGT6<@VVIQ$;"."Z@D?F, MBMV.QGT[3-:T"'+W7AB^74K#.`S0GYB!GMC->MZ9?Q:II=K?P_ZNYB61?H1F MK5%%%%%86O>,]!\.#;J%\OGD?+;Q?/*_T45S5SXK\7:W;^=HVE0:'I^,G4-7 M<*=O]X)]/7-,GO_`/6KC/&UE:Z)XWU6&_E2#3/$6G,=QZ+.G*G`'7&?AI/HTVDW5WJQ>YTII%C M,*\21-SL;//!+=/6NKTWPUH^DZC=ZC8V20W5X29Y`3E\G/3.!S6HJA1A0`!V M%+1112,H92K`$$8(/>O+=2\/6N@:M/X8G\P>'O$9)MW/(L;KJ,$^O&*Z/P#K MEU<6USX>U8M_:VCMY4S-_P`MD_@D'L1BNPHHHHHHHHHHHHKA[=!I'QBN(UP( MM9T\2[1_STC."?KBG?%%&AT2PU9"=VF:A#-@#J,X/\Z[16#H&'0C(IU%%%%% M%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%,D198FC<95P5(]C7SA;:8GASXF M3>';P/<6$UQY;0?:/*293S'O/H"1D5Z7?+K6HW;:/?R-&?('^@Z1'Y2R(/\` MEF;A\<8/1<5Y[X7AE\/?$.;1+C1QSGO08X'QN5G(RK$+P>,UV>I7TV MNW-WI$^I"]NKE6$FG:##A>%P/-N&[9X->-YO_"_B(%66.]T^<$%&#`,#ZC@B MO:M;U&UMO$OASQG&/^)?K%O]BO''0!Q\I/T/\JV/AQ=?81J?A.=B9]'N&$9/ M\<+'*']:[BBBDKE=>^(>C:/.;&V,FJZD>$L[)?,;/H2.!_.N:U?6-:NX&F\5 M:W#X3TZ3F.RM6#WD@]&/4?@*JZ%87K,6\$>%Q8I+PVL:UEI6]U4Y./TKHK?X M:07URM]XJU2ZUVY!#>7(VR!#Z!!VKJ$;2-#T]Q%]FL[6UC+NL8"A%').!7'W M/QAT%K&ZDTV*XN;F"/S4AEC,0E4$`E3STY/X53\-_%/_`(2/QG86<0$5C>6K M`PLOSQ3KDD%NXP.,>M8'CB#6(O%VN>'K.Q%['X@@2YB5Y=I5HQDE>Q.5Z=ZP M;Z[G\6-X=@@MHKO4I]/DTZ2*=MI1T/#Y/0XP0?K6[X>L_B!+XAMM7MM&6.[@ MM38W4UX^U)MO`<@HPHZ5P?B#7X-9U2.YM=*M]/@A&U(HLDL M,YR['EB?6O8%\1Z7?V-Z\#7VJZ?=6D2#3M)M"IM.,OND7&"2#QFO&_$>H:=J M6I>;I6C+I5M$@C$*N7)()Y8GO_A7I?P_8^,OAEJGA9V`N;+]Y:MQD9^9?I\P M(S[UH:;K;+<^&O%[2@&9?[)U?_9^17K5+6)XC\6Z/X6MUDU.YVR2`^5 M`@W22GT"BN(UC6]6U:T6]\1:G_PB>C29\NSC.;R[7\.1GV'>F:!8ZO?VRVO@ MW21X;T>7/FZE=INNIO4J"<_0FMO3/#OA#PO/=7=W>+J>JP0M-'E("ZUI-V=.GM%4B66!L\@>P+`GMFM#2OA=K+1B\T^+[%J6E M:BRHTS%4N8PV0X/J.GH17K6K^%K36M4TK5+B26*[TR3?&T+8W>JGVJSIWAW1 M])9WLM.@BDDD:1I-@+EF.2=QY[UI4M%%%%%%%%%%%>;ZU8VVC>/I(;J)3I/B MR'[/,"ORI<`<$_7^=;'PZOI1I,_A^])^VZ),;9]QY=/X'YYP1_*NPHHHHHHH MHHHHKD/BC9M=>!;R5,[[-DN5QVVL#_+-=)I\\=_I-M<`ATGA5L^H(KEOAE)Y M.CZAI#?*^F:A-#LSRJELK_.NTHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH MHHHHHK"\::$GB/PG?Z(O%[2+ROZU\HNK([(X*LIP0>H-)7I'@7QOHV@ M^$IK/4I[V.XMKT7-O'9L4:?*X(8]-O'(-8_BGQT?$L$VGZ?H=II\%S<>?)Y* M;I9F[;F_PKJ/A'X6\5:3XGAU.;2YK>PEB9)6F(0E2,@A3R>0.U;UQI-O8^+] M;\'S8BL?$<1NK-\#$+08!XB\4$D7>M7(S;V9[A M>W'8#_ZU=9H/@.VL[O\`M;7+@ZUK+$$W5P,K'CH(UZ*!5+XCZQJOA^XT?4K: MYECTXSF&[2,==P^4].W->11V\WN-1U"^N2NR2>V\\F"24#[V#SC/;-=@FD MZ='J)U%+&W6\9=IG$8#D?7K5RBBBBBBBBBBBBBBBN:\?:')KOA6XCML"\M2+ MFU;'(D3D8^O3\:Y32M86/QAH7B5!LMO$UF+:Z[*MRG3/OP1BO3Z6BBBBBBBB MBBJNJ6:ZAI5U9NH83PM'@^XQ7.?#&]>[\#V<,W^NLF>UD'H48C^6*I:"PTOX MK>(-._@U"".\3)_B'RM7=444444444444444444444444444444444444444 M44E?,OQ3\/?\(_XWNEB!\B\_TF/@\;BIZ_A7I6@?`:!-DVOZDTIZFWM1@?0L>?R%>CZ+X0\/^'E`TS2H(&_YZ;=SG M_@1R:V:XOXG6()8?#5MO_`.$N MACN+1@05@E(Q(WX#DU/I.C>9$M!NY2X8/X@UH'YY&/6)&ZY//TKTO2=(L M-#T^.PTVV2WMXQPJ]SZD]S[U=KC/'OA77?%*+9V6H6\6GRH$GAF4Y5@P(<$= MQCI0WPL\.RW@NI_M+EU3[1")2L5PR@8+KWY&>O>NMBM+:"0R101QNRA"RH`2 MHZ#Z"IJ*******************\UM/$WAA"16Z9?C2/!=U)'";B]TR[FT[2K@C);> M0./I_2N[\'^'(_#&@0V0(DN&S)+-"\5J"8A)]@O%`X,\+3,<65R;BT7L M().1CVSV]Z[FBBBBBBBBBBBN%O5;2_C'87(XBU:P:%R>A=#D?IBE^+=GYO@X M:DF1-IES'-74CN",U8HHHHHHHHHHHHHHH MHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHJAKEW]AT*^NMVTQ6[L#Z'!Q7!:/:JV MH^#M(#HPAMI-2F7')8_=)_%C^5>F44444444444444444444444445C>+M&' MB#PMJ&F9P\T)\LXZ..5_4"O.+#6BL_A3QC)($`!TC5">H;^$G\><_2O7QR*6 MBBBBBBBBBBN*^)!-E'H>M!L?V?J49;_=?Y371^(M/&K^'-0T\_\`+S;.@^I! MQ^M8OPQO#>>`=-WG]Y;JT#\]"A(KK******************************* M***************YKXB3&#P'JK+U,07\V`_K6)H:(?B-9H,9M]`B`/U->@44 M4444444444444444444444445Y5/H8B\2>)/!TH!M-;MVU"P'=)AUQZ!=6MXU!D M$!D3)Q@K\W]*N^%[\:KX7TR]!+>=;(23W.,']Q:-XUEM"=40D M^=:RV#\=P/\`$&O3Z**************************SO$-LEYX=U&V<962U MD4\X_A->=Q6B^*_AQX;MK6X^SZS#"9["3'5X>&7/;/%=QX/\21^*-`BO@ABN M$)BN8CUCE7AA_7\:W:**********XKPRYL/B-XGTO'R3^5>I_P`"&&_6H_&^ M=/\`%_A36`0`+MK1\],2#_ZU=S1111111111111111111111111111111111 M111111111112,`RE2,@\&O*I#_9>A:C`#B3P[K*W"`#)$3'/\B:]3AE2>%)4 M.5D4,I]C3Z*************************JZF0NEW;-T$#D_P#?)KPZYAU6 MW\(^!AHH?^T0;FXB"]3SN(_$9XKH['Q%!IM[;^.+)3'I&K,+?5[4<&VN,X$F M/KU^OO7JTM.HHHHHHHHHKAM;D72?BQH5Z3MCU*UDLW/ M8L#N7-6/BG:?:?`EW.IQ)9/'X*L/Z$UT^F78O]+M;M3D3PI)^8!JU1111 M111111111111111111111111111111111111111117!:I8*GCC4].8A8?$&E MG;GO*G''O@YK9^'^I_VGX-L70R''/Y"NDHHHHHHHHHHHHHHHHH MHHHHHHHHKFOB'JHTCP/J<^?WDD1AB'JS_*/YUS/AVQ">-]!TI@V[0M##2#J% MDDP#^E+XJTW_`(1;7I=7%NLWAK5\1:Q;;HGAZ[">Y`KOJ*********X3XKAK30]/UJ)1YNF:A%,&(Z*3@ M_ATKJM7M(M:\/7=H0'CN[9E'OE>*Y[X47DEUX!LXIB3+:.]NV3R-K=/RQ794 M44444444444444444444444444444@.:6BBBBBBBBBBBBBBN0\?Q?9(]+\01 MC][IEVA;WC<[6!_2H?#`71?'&N:*.(;W;J%MSU#<.!^-=K11111111111111 M111111111117F_B+4(O%GC&+24N571=!(N]4D8?(TBGY8\^W^/I6C\.8Y-1. MK>*KB$H^L7.8-XPWD)\J?A787EG;ZA9S6=U&)8)T*2(>C`UY5-HG]F2_\()J MMU+%!++]H\/:GGF&0?\`+,GL03^OTKL_!GB*XU"*71M97R=*\YM]1D M%KX2\2LY5K&8Z9?L1SM/R\_B,_C7J]%%%%%%%%%%%%%%%%%%%%%%%%&[3Q/I#V5P-LJG?;S@X: M&0?=8$5YYY^M7DS3S0B+QAX83+#!*ZC;GZT1]"\?/\L5WM%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%% M%%%%%%%%%%%%%%%>8WFF!=8\5^&-F1J-O_:%D#P/,'7'_`@*[/P=J_\`;?A3 M3[XG,C1!9/\`?7AOU%;=%%%%%%%%%%%%%%%%%%%%%,EECAB:65UCC099F.`! M[FN'U'QW=:Q?R:/X,@6ZE7(GU27_`(];88Y.?XB/\YKG['3IQ=SZ1X4N&O=4 MN&QK/B-^1'GJD9]?8=/Y>D>']`L?#>E)IU@C"-26=W.6D<]68]R:TZ**Y'QY MHM[/:P:[HA$>KZ43+&0.9H_XHSZ@CM7+Z;J\&CZQ;>+]*<+X=UQUCU*`?\N= MP>-Q';YNOU^E>JJP90RD$$9!'>EHHHHHHHKB]/4:9\6=3MUPD>J6$=P%_O.A MVD_E5?XFJ]E<>'-=0X&GZDJR-GHC\'^5=V"",BEI*6BBBBBBBBBBBBBBBBBB MBBBBBBBBBBBBBBBBBBBBBBBBBN'\'GP/L5X9H0!_P`LY/F%=E11111111111111111115#4]T3UED`)^@ZURDWQ';5IS:>#M(GUF8$AKAP8K>/T)8]:Y/4G2ZND3QOXFEU2 MYDQMT+1@2I]`2O\`7\ZW[#PMK?B6`6VJQ+H'AQ?]5I%IA9)%[>8PZ>XKO=-T MVRTBQCL=/MH[:WB&%CC&`/\`$^]6J****\QUG2X/#GBN33[I5_X1GQ23'+'M MX@N2.",=,G!__56[\/-6N)+*[\/:B^[4-$E-NY)YDC_@;\N*[&BBBBBBBN)\ M7H]CXZ\*:O&I(::2RE/8*XX_7-7_`(CV']H^`=6A&=R0&9<>J'=_2M'PMJ0U M?POINH`C,]LC-C^]CG]SG;OYZ!L''3M M7-^*]$NO"&GV^KW'C34;S5;@AK(Q;C&_0G)R>"#7M.CW,]YHME=72>7/-;H\ MBXZ,5!/ZU=HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHKG_'6F?V MMX,U*V49D6$RQ^H9/F'\JYG1M14^*_#VN,["+7=+^SN3P#,F",^O<5Z-1111 M11111111152^U73M+A::_OK>VC49+2R!?YUS-S\5O!]O*\:ZDURR=?L\#R`_ M0@8JO#\3'O%,ECX0UZY@/W)5MP`WYFI!X]U9A\G@372>VY%`_G3)=2^)-]&$ MM="TO3=__+6XNO-*#_='>N8UW4Y[.:2'Q1\1+B"0`*;;2;1D!Z?Q8Z\UCZ3< M^'M4U)X_"_A.36[I"K-=:U>#"]@=I//.*[>#P3XEUF$1^(_$0MK3C%CI*"%, M>A;KC%=3H?A70_#D(CTK3H;<]Y,9=OJQY-:]%%%%%%8WBS0H_$7AN[TYR5D9 M-\+J/F21>5(_$5YW;:W]GN_#GC4ABTO_`!*M8]5<<`D>N?Z5ZX.E+1111117 M'_%""0^#GOH<^;IUQ%=J1U^5AG]":Z7,6JZ3P) M?%5UK5MX1 M]&./_+./$1/M<`?TH_P"%>ZC"PEM/'&NK M,O*F:59%S[KCFH;GPSX[A(:#Q+8:H`#^[U&Q7`/L5^@KG-2T?44`DU_X;65V MIYDN-'EVR#CEMHY]/RIEAJ5M;.+?PSXRO=*NLC&F:\A*`_W`S#CGCJ>M=+'\ M0-4T*)/^$OT*2WA(_P"0C8'SH&].G(KM-/U.RU:T2[L+J*Y@D`*O&V1@_P`J MM4444445Y/?::9IO'?AE%*LX74[1$&.<`G'_``("O0?"FH-JOA32[YR"\]JC M/C^]CG]:UZ******H:Y9G4-"O[,*&,]O(@![DJ<5D?#J_.H>!=,D=LR11>1) M[,A*X_2LGPO_`,2WXH>*--(VB[6*\C`Z$$8;]36YXXM%O/"&H*U[CQ:1-;E)A;1Y.-PP3DDD]J],HHHHHHHHHHHHHHHHHHHHHHHHHHHHH MHHHHHHHHHHHHHHKR6\U*]T.S\;W%C*$GL=3AN8\\C#$9&/<<4NBZO';$>./# M]OOL+O":YIT1R8)/^>BC\SCAFFC\*:1@>7I^GJ//Q_M/V)[UTVA^"?#WA\^98 MZ='YY.3<3?O)2?7<>?RK?HHHHHHK/U;0M*UVV-OJEA#=1G_GHO(^AZC\*XZ? MX?:MH*R2>#=;D@C;&=-OOWL##OUSBL*%;2'7V@@\WP7XGEY9?O65V?0#I@]> MQ^M==IOC2:QOH](\6VZ:=?.0L5RA)MKGT*L?ND^AKK^M+11117#:I&+?XN:: M5&%U/2YH)3C[VTY%6/A;(1X/%FS$FQNY[?GT#G'\Z[&BBBBBBDKA_AR!87_B M71`<+9ZDSQH3R%<9_*H]?QI7Q;\/Z@-RIJ-O)9R$=&(Y4'\37;W=NMY9SVS_ M`'9HV0_0C%>)7VK6NE^%%\.IH%[K<&B7!D-Y,K6T:'21[UM^`_%6N> M+/&(U4^';2VL7B,6[#`%>KTM%%%%%%%%%%%%%%%%%%%%%%%%) M2T4444444444444445Y%K$#G4?B-"X^1K..4#W`R#6[::#<1:'IWB7PO'&M\ M]E$+JS8;8KY-HX8=G'.#5'293#-+?>")(X;EB6O_``Y>-L*N/O%,_=;Z<&NE MTWXA:)=3BQU&5M)U)>)+6]&P@^S'@CTKJ%8,`RD$'N#2T4E9VI^(M&T9-^I: MI:VHZ8DE`)_#K7,R?$@ZFQB\*:#?:S)G'G%/)@7ZNU94EKKOB+5EL/$/B1(` MS;7TK1+]W=:RR[DBY^8!CR[?H*Z;P[ MX(TOP_=2W^Z6^U*?_6WMTV^1CWQ_=_"NCHHHHHHHHHHJCJNC:=K=FUIJ5G%< MPMV=X/4'Z5PNKZ;=>$K.2TO[>37_"4O$B2_O+BQ'J#U9!^8HTOQ/)X5M[ M=Y+MM9\+7#A;?4E;=)9]!LE]0/7K7HL,T=Q"DT+K)'(H964Y#`]"*?1117%^ M)V>/XD>$FC3<6^TJV#C`VCFE^&VU;;78U&%36;@#\Q79T4444445PD*-I7QG MG"G$6L:<)"/]N,X_E1\5XG@TC3-;A;;+I6H12CCC!.#_`$KN4<21JZG(8`BO M#/B=I%P?%%P^N^*EM=.F/F6UMEY75<`<1C@#(/.>U9^AZIX:TO4M-FOM7U[4 M(;.0-%+'%Y5M$,]"IYQG!..M?044L<\*31,'CD4,K#H0>AI]%%%%%%%%%%%% M%%%%%%%%%%%%)2T4444444444444445Y;K4ZMXA\>@Y`728P?^^3_C7=^%(U MB\)Z4B'*BTCP?^`BJ_B+P=I?B$":16M;^/F&^MCLFC/U'4>QKE]5TGQ;96OV M74=+T_QE8\#,BB*Y`]^Q^HKFO/T+2\B";Q=X3E*XV,CR1MZX'/MZ59L?$NVW M/E?%A0F[(%WI_P"\&.QS4Y\21D$/\7(Q_N:<*S&U#1=2:1KCQ3XNU;^(/#=Y MX.O+O7-`M!>Z1=@_VIH^/E9>[H/7KQ_3I'H&NV_A*"TGANS=>$M18"WE=LOI MTC<^6_\`L_7I7IBLKJ&5@RL,@@Y!%+117$>(%DE^*WAA4QB&VN9']A@"I/AA MB3P_?78'_'UJ=S)^&_']*[.HH;F"X:189DD,3;)`C`[&]#Z&I:*****X?QZI ML-?\+ZXAQY%]]FE..-D@Q_,5L>/-.;5?`^KVB`%S;,Z_5?F'\J3P%J1U7P/I M-VQRYMU1OJORG^5":Y?7[S MQ!=:?)8>*/%&D:/IY.UK/3E$LAY^X53G'XUZUX5EM)O"^G-8&8VH@58C,,.5 M'`S[\5KT444444444444444444444444E+17$^(/&-S=7KZ#X702W[[E^V/Q M"CK@M&K8PTF,\=!6+YEI_P`^WC/\W_QKU"BBBBBBBBBBBBO*=8BDCUSX@3Q] M#IT:_B5_PKT/PT<^&=,S_P`^L?\`Z"*TZ*0@'J,U3;1M*=S(VF6;.QR6,"DD M_E2C2-,7[NG6H^D*_P"%68XHX4"1(J*.BJ,"L/Q?XG3PSI0ECA-S?7+B*SMA MUED/3\!WKB!I-^LQ\.6=PTFNZOB?7=17K;1'_EFI_A]`*])TG2;+1--AT_3X M%AMX5PJCO[GU-7:**************2O,?%6E6O@^\N+EK%KCPMK)V:G;)_R[ M2$\2KZ?Y]JU/">HR>&M5B\(:C=7>H` M?$'Q+J3MM71=&$:=QN8%N?RKH?AW:/9^`])21=LCP>:_U( M]6\4OJ.HW-F;/31*([**1,2'`^8M^-=;11117)?$^PDO_`=^83B6UVW*<=T. M?Y9K=TBY75O#]G=2`,+NU1W!'!W*,_SKD?A0?L>G:OH;VUW#4M?LM9NHY,F6UD#[%/0$CZ'M75T444444 M444444444444444444@ILTT=O"\TTBQQHI9G8X"@=237!:SXMDUBWE6U%Q9: M$',-WJ:<31AA\KJO41DG[WI63'83ZTYT;0_+M98W6+47BR;<;1OCN(V'20_+ M_6NE_P"$(U?_`*'G6OS3_"NQHHHHHHHHHHHHKRSQ#=>3+\0609(M8%Y]2N/Z MUZ!X;0IX9TQ6&"+6//\`WR*TZ****:[I'&TCL%51EF)P`*\IN]>>6]OO'%R/ MM%M;LUEH%MC/F2GY2^/<]_2NR\#>&I/#^D/+>R&;4]0?[1>RMU+G^'Z#I734 M4444444444444445#=VL%]:2VMS$LL,R%)$89#`]:\F_LFYMY;KP/-&%;U-DD6*-I'8* MB`LQ/0`5XU@^-[.Y_MGPK) MI3^80)?[-G!AG']XQG@'Z5[1#YGD)YH`DVC?MZ9QS4E%%%%5[ZU6]L+BU<`K M/$T9!]QBN6^%MW+/X+BM+C(FT^:2T<'ML;C]"*H:7MT?XSZI:;=D>KV27">A M=>#_`%KK]?L+34]"O+2^A>>V>(^9'&<,P'.![\5\\SW6EI92ZKIG@9EL8Y!& MMQC_#W5-4T_Q7+H.KZ9IEB]Y:+=0M80A!(/5!",DXR2>P`[D^EXMB/\`4%&')4\;CTQ79VMII'A/0S'$(K&PM4W.S'`'JQ/T444444444445X_P"(\F7XBI_TPMS^HKU'0SG0=//_`$ZQ_P#H M(J_11117&_$F[O)-)MM`TQRM[K,PMP5ZK'U<_3'\ZHZ+I]GJ?C".R@C4Z9X5 MA6&%0/D>X8@444444445%<75O:1--^T:.SL[B$RVT\=P'# MX."I'4-WKKJ******X_XCZ-,['4[?,6F>+;?S&C;[L5TO!`QQDUZ=7(?$W5I-/\*/96CD7NJR+9VX7KESA MC^6?SK$T+2DN?B#::?%M^Q>$[!8AMZ-.XY/'MV->D]J^?M6\8W]YK][=W-R@ M+7:Q1Z-J%N/*>'.T$L?N],G'YUW'@'PK+9Z_)J5UH/\`93K%\K6=[OMI\]]H M)Y]NG2O2J******X?P>ITSQWXJTAONRS)>Q`=`''/ZU7\>*NF>-?">O=%%RU MG*=+;`$O$200!M'':LR3XC M:7>^+O#ITG2V2V@E%JU[!U)S7LE%%%%%%%%%%%%%%%%%%%%%% M%8OB/Q18>&[>,W!::ZN&"6UG%S+.YX`4?7OTKS*XU/4]4O!KNN7PM#!,T=NA M#>5I-PI.$GC/WED7C?[\5L>'O#$_B^&*[U2&:RT$2">VTR4#<'(^;:WWEB)) MP.,CVKO]0U#3/#FD-=7/[R'4M:@:S\/Q-O MM=,D'SW1_ADF'IW"_P"3V?V"S_Y](/\`OV*L4444444444445YGJ]@L^O^.; M1^/M.EQRKSUPI_J*[/PA-]H\(:3+ZVD?_H(%;-%%%%>;ZEJ*CQ9KWB:5PT'A MVS^S6RYX,S#)_7`Q[UTO@323I/A:V\X?Z7=@W-TYZM(_)S^@_"NCHHHHJO=W MUM8VLUSW!YY[5E MZG\4_#MKI27UA<"_\RX%NJJ3&`Q&A>();C3+A-.>XNM(NY-+O`_R++:D<'GJ`&89^E=5X>^&NH:5J>GF[UM9 M]-TJ626S@CCV-E^H8]QT_6O0F940LQ"JHR23@`5R_ASQM;Z_XEU;1T\C_02K M0R12;Q,AZMGIUQ7544444UT61&1AE6&"/45XYK:)J2:SHEEJ48PMU`LF/3(Y%<%JFM0ZOX]O+V5#)I?A*U>7 MG[KW/UZ9'0>XK=^&NG7-OX;;4[]1]NU>9KR8XYPWW0?H/YTOQ-OM7LO!\PT6 M"YDN)W6-WMEW/&A^\1CGVS[UY+=ZG8MX? ME3`!(=4L9+=V(^\Z'H:+X>UF*9/"+:QJ]\A8-'`&R!QR<'V[5S,GB?Q-XP MFETVR\(:;!;: MBBBBBBBBBBBBBBBBBBBBBN<\4^+(]$L[E+*/[9J$,8 M>7CVNF:A)?ZK<-J^IW(6"ZM<_O)E8YCFM#V`XX'H:Z7PSX%NKV]&O^+F^T7; M!1%:,!A54G8TVWB20`_A75>(_$NG>&-.^U7SDLYV06\8W23OV55[FL#2_#6H M>(M1A\0>+T4&,[[+20';9V*GYI M#W8^BCDDGTKFO(^+O_/WH/\`WRW^%>AT444444444445Q&IVVSXGP[R!%J>E M2V_IN93G'Y&K?PTO%N?!5K#GYK-WMG'H58_TQ764445!>7"VEE/7Q#JAO;EOXBJDL?KP!S7L````'0=*6BBBBOG/Q#)J M?A'QIX@MUEEFMYT<20.3^]@D!PV?]DD4OA:UBL[9;"XL_P"T+;7+$W%K"7(# MW41.%PI'?(_$5J^#O"VNZAK-Q+/HC2V5]`?MG]K0[(UFZ@HH.2`>`0.A-=/H M/P@M?+O6UU((Q=%3':V+OMMRIX97;G)_K7::/X6T/PWI9M+:VC$`D\Z1[@AR MS_WF8]ZT4U"UFL&OK>=+B`(7#PL'#`=<8ZUYA-\7-1:^^S3:8FG)?6\AL3(V MZ57P?+9U/`#'`%(M;U%(I]3U:YGM-;233+I&X6WGQA"`.!U4_P#?53>" M+>\L_$>BMIFB7"W^G&2VUC$6U2C-A6R3R([:;+_\(]=3+&A/)4G*#Z$FL`:/E M:!X2PJW.O3'5-6<-@[,[L?E^HKV2&)((4AB7:D:A5'H`,"O/7^*UG;ZEX@:8 MQ26FFO'#:PH<37$A)#8![9_E6UJ>D^$/$>HP6.HV,#:DT(N539ME1,@\D>_8 MUU2@*H4#``P!2T444445QGQ(?^S[;1]<6,.VG:E&S$]D;*M_,5TVK6<>J:+= MV;HLB7,#)@\@Y'%<]\+[HW'@.QBD8F6T+V\H/565B,?EBKGB_1=*/%US'/\`V9H4$LSJ M-]Y>1*&6VB!`8J#]]QGH,XKGFM[W2;J*WT6)]1OROG6-]&0RWD3METN>F!R2 M#^7>NI\)^";?0G.HWS)=ZM(,&7'R6ZGGRX@?NJ,U:\4>+;?0!':6T+:AJ]UQ M:V$7WW/JW]U1W)JKX=\)3QW_`/PD'B2=;[6Y!\N!^ZLU_N1C^O4_S?XF\6OI MUTFB:);C4==N!^[MP?EA7_GI*?X5'ZU)X9\))H\LFJ:C<'4=;NA_I%XXZ#^X M@_A4>E='2T444444444445QOQ#+Z;'I/B.) MZSHVY1;ZD%U&SP.#D8<#^==U1117-?$2X:V\":H4;:\D0B4^[$#^M8VGVZ_\ M+!T;35A'EZ-HV[(_A=\+_(5WU%%%%%Y8+*`;G+J<,/H#WKG-9^,DRVTDNF:_ M<5R]GKFI?$.YU-M1UJ73XK:UCN?LZ1&6)RA`.4')'.<#UKN_ACJX>ZNM)M-. MM19*GGK?6:NDBCV M]J[6Q\%Z#8Q3Q+8K*EQ.+B59OG!E'\8!X!^E;@50Q8*`6ZG'6G444445Q/Q6 M7RO"D.HJ/WFGWT$Z'TPV#^AKD=9TR74?C(-.5G32]0BAO[R)#A9!&N2)D@EN)`B MAR#CFO#K:VO-2D>WUS2M,U2^A;(CAN%@NI5/2177Y9/;J>*],^'/A:UTV&;7 M`]^]Q?H%V:@/WL"@G*9[\]_:NXHHHHHHHK#\:Z>-4\&ZK:$9+6S,N/[RC*M#'RK#?"YB7_9D&3^&:W_&, MFH0^$M2GTJ5HKR&!I(F4`G*\GK[9K@O#O@S4?&GA^RUC6?&&IS1W:[Y+:)]J M8R?E_P`BN\\,^$],\)VTUOIGG[)G#MYTI?D#''I6W1111111111111111113 M9)$BC:21U1%&69C@`>]>>ZIXKN/%,IT[0[D6=E-NC@O)D(2_D4_-"K?P`C// M4]JIV\-[>W5MI'AV![=+8B032M^\TEP&O#-L-0UR0?,?^65K_`+3GVZX__55OPAX- M/AY[G4-0O6U+5[T@W%VZ]/\`97T'^`J#7O%-[>:HWAKPHJ3ZEC_2KMAF&Q7U M8]W]%K5\->%K+PU:R")GN+RX.^ZO)CF6=_4GT]!6W111111111111115/5=. MAU;2KK3YQF*YB:-OQ%>5BZN[31K6\V_\3CP9.8KN,]9;4\<>HQC\J]9LKR'4 M+&"\MWWPSQB1&]01D5/117%_%21E\*PQ#I/?P(1ZC=G^E)H?S?%;Q"3_`,L[ M.W0>PQ7:T4445QOBWQ1>Z!KMG:7)C@TK489(5NUSOAGQ\I)Z8_SVKRS3O%-U MK6I^&CK4KS7MIJ/E++(.+B!S@Y['##'T-2>)YM2OM/U'2=3'G-X>U(2F!$$8 M>V?C@+V''T#5'H'A;5]5DFO/#4-Q'#IUR+O2I+J,HLJ$_,FX]^!]<&NTT;X8 MWFH^']7LO$?DVG]H78NX(K5MWV5^6V,,N.QSP36=9^-=*UM8 MWM6@/0LX[\CFO689DN((YHFW)(H93Z@C(J2BBBBBN5^)MN+GX>:PN/N0[Q_P M$@USVME;?PH/$,!W7^K:7;:=:A1SN?KC\_TKN]"TJ#0]$M-,MT54MHE3@8R< MX_SZU@:3H>GZW>PP6= MAIFKEUCB,MI+):S6:`8,C1GJW?//->\6\(M[>.%69A&@0,YR3@8Y//KQ7<3PI<6\D$@RDBE6'L1@UX5?R1^&/%D/AK1M=U_4-/2-@UI MI\P$D4V3\HXQCN?K76^#-#\96GB4:EJFIW,6E/N$=G?W7F3,#]T$#C->F444 M4444444444444453U75;'1=/EO\`4;A(+>(99V/Y`>I/I7`ZKJL_BBPN+F_2 MYM-*MF*7%E`Q2Z@!P5GD'=1@MM&>/7%1:3IM]XQE>)=EOH@PMS<1`%+YT^[+ M",`HW'+#TXKT:SL[73+00V\8BB3).3GZDD]3[FN+OO%FI>*[Z?1/!J@0H=ES MK#?ZN'U">K>]=!X7\)Z9X2L&AM`7FD.ZXNI3F24]_;]:ZC0M`T[PYIJ6&G0^7&.78G+R-W9CW)K2HHHHHH MHHHHHHHHHHKA?&MF^@ZK%XQM(//B6/[/JEL!D2PG^+'Y/W5+*_#=MXKT"?2KEC'OPT)KRQ\R\F5;7,8^>;/13GCMU M/I67I?Q0TH66I+J6G3Z3/I*`RVC`,VTG`V@>Y'YBLK5_BGJMVME:>'M"EBGU M.%I+6>\(`.,YPO?IQSWKC0T_B?68YTOI;!?$=HY:.W=D0WD8QM8=P2`?^!4D M1N/$.DVL'V&_F:XB:+4IH(6>2:XCR(HV;HJXVD^]=/X9^&.M.(+G6I(K?S+- M[*[MV;S&>/'R,"#@$/RRAG9(Y5R2-R`X.,X MKLD18T5$4*JC``'`%.HHHHHKE_B5+Y/P\UEO6WV_F0*YQD^T>)/`_A]UQ'96 M0O7XZLJ;5'YYKT2]NX;"SENKB6.&*)F,+BVG0]&902>W_UJ[CX>Z1=:MK!\5:CK=EJ4L,9@A-B@08;DF3`& M6P>AZ5Z51111111125PVC*=*^+FMV>[$>IVD=VB^K*=I_K3/B>CV3^']?CQG M3M10/G^Z_!_E7>`Y&1WKQ_X@,_AO6;^ZC\2)I"WA$\=K:6^ZXG;`#$O_``@D M'J<<5R&@-IPO;?7]2U[4+Z1+H20V%N&FGVJWWI">%[>N:^C()DN((YH\[)%# M+D8X(S4E%%%%%%%%%%%%%%%8OB7Q1I_ABQ^T7>^65@?*MX5W228ZX'H.YZ"N M$U:]N[ZZ75=>6%Q`#VNK?;AP&(P91G//X5>\.^&+WQ#<1ZKJCR0Z: M(##:Q%3%:AJOQ(N? M[/T<2V7AL-BYOV!5KL`\K'WQ[UVEE9:5X7T806Z0V5C;)EB3@`=V8]S[UQ,M MSJOQ/NVM]/DFTWPM&V);H?++?$=53T7_`#[5WNEZ79:-I\5AIUNEO;1#"(@_ M4^I]ZMT44444444444444444R:&.XA>&9`\6WNB1:1,WA'6X MV.A7LQ?2+\-S92G)"$GISTKJ/"&O7?GR^&M=W+JUB,"9AA;N/M(OKQUKK:*Y M+XGVQN/`E\ZC+6Y2O::EA;W*7\UF;76%9"$C*# M"L3CN0#]0*W]=\*^(1\,](N9+:2/7-#DQ%]G^:3RLX'3N.#^%=QX:\#:/I>D MV2R1-=SQ3?;%GGX=96`R0!T^E:&JZ_X>\*1E[^[MK'SY-Q4`!I&/5MHY/N:Y MW4?BKI2Z?J;Z7;W%QI+BL[3;?S_C` MXW9&E:/'$?JW_P!:N@\3:IX6>/\`L+7[ZW'VS"_9G40"<+F8P1"-&<_>(4>]7Z M*********X;Q:3I7Q`\,:SRL<[O83-G`PPRN?QS5_P")>GMJ7@#5(D0O)'%Y MR!>N5(/\@:U/"NH#5?"NF7VG6_\` M:&K2J3';APJJ<$C>QX7..!U-<4U[!)-_:%U>3/J-V^VWN%3]]972CYK8QCG8 MZMO#?B:Y-I?VC9T/6QG:X[(Y_('/_`.OM_#_B MHW%U_8>NJMEKD0PT71+@?WXSW!].U=+5+6K$:GHE[8D9^T0/'^)'%>H'^ MS/!.MM\AL[EM/N2>O(V?S7]:]3I:******8D,<98QQJA1^-O%^ MJ:1XBU[P_>37307UJK:8;92&C?`P`1R02"#63;^*=0U[2O#-A?ZY=:;;.TMG M=7$+[7,RX";R>V",_C67:&Y\0:[8OKML]\VZ31YYO++%7P0C^F1NZ_[)KH=( M\`^(-8MM)?48?+-B9;"Z$SE3-:Y^4CUQDX^@KLO"WP_NM`O+6:[\07-[#IZO M'9VZH(T5&/\`%_>/-=C-ACC&>?UIW@=H[WQ!XK\1D_N9;OR(I#_++4_W,\93H8R>,=#Z\UTGAB[UC6_'\NJ_P!FZCI= MNMN8M0@NY,QM(`-FP?3O7HU%%%%%%%%%%<9\5+=G\&O>QY\S3[B*Y4CJ-K<_ MH:ZA&AU725;AX;N#//=67_Z]RVY5OX0#D#]:ZC5]"T MW74@34;?SEMY1-&-Q&UQT/%6A9VPNFNA!&)W78TNT;F7T)]*F`"C```'84M% M%%%%%%%%%%%%<1XB\<%HY[70ID013BWN=5=-\%HY]0.3Z9Z#/-8D%K!:S/H\ M=O/IJ?Q7XML/"FG">XW37,IVV]K'R\S>@'I[UA:-X6U/Q)<1:YXVPS*=]KI M:_ZJW]"P[M6_XC\4Z?X8M8_.5IKF8A+>S@&9)3[#T]ZSM*\.7FL7L>N>*U5[ MA"3:V`.8K0>_]Y_4UUG2EHHHHHHHHHHHHHHHHHHHHHJEJND6.M6,EE?VZ31. M",,.5/J#V->?:I8SV$7]D>+DDGTN-P-/UR'_`%MJ?X1(>H],]*VM-\1W?AU8 MK+Q/<)-:R'%IK,?,4H["0C[K>_0UV,4L<\2RQ.LD;C*NIR"/4&O,+C3)C)XN M\+^9LE=EU.PP,L>J:)J^DR017NF7`8M+D!H\@D9-5EO6:.U2T&0\@P-I/\)Y%<[+\3+_4#I/DP+8PWLTFGWJL-TMIO:_!&J3:QX5M M+N>Q6S.#&L<>=A53@,N>=I`XS7044445Y7J>I@>)_$WBQXG\K1;,65EY@P&E M;()7\3CWS5N5Y/!7P>M[>6VN;F:XA(F^S9#1^9EF;IQM!KSFWO[G4S)'%HLO MB2QMT$9DF@$=W"2/X2A+<`<$Y`XKVOP'IXL?#,)!U%?/)D\G4'W20Y/W/I72 M444444444450UNP75-#OK!@"+B!X\'U(.*QOAQ>->>!M.$AS+;J;>3G.&0E? MZ"L[PW&ND?$WQ'INXA;Y([Z-2>YX;]:[FBBBBBBBBBBBBBBH;N[M[&UENKJ9 M(8(5+22.<*H'LB_GZXS7:^&/"NG>%M/%M9*SR,!YL\ MAR\A'\@.PZ"LWQ7XU&DW4>BZ-;_VCKMQCRK5?NQC^\Y[#%'AOP8UM??V_P"( M9QJ.NR#F0C]W;CLL8[8]:MZ]XLBT^Y72=+C74-:FXBM%;A/]J0_PJ*B\/>#Q M87[ZYJ\YO];G7$DQ^Y$/[L8[`=*Z>BBBBBBBBBBBBBBBBBBBBBBBBF30Q7$+ M0S1K)&XPR.,AAZ$5PEYX:U3PR\AT*WCU30I26N-&GP2N3SY1/\C5#1Y[JWWW MW@>4W%A&W^EZ#=$K)`>_EY^[].E-\3>(])DN-*\76;M'=Z9.(;^U(VSK$W#* MRGL#W]ZV?#$T.B^++[18I!]@U)!J.GX/RX;[ZK^/-=M11111125Y3!XC\=^) MM;OI]#FM(8]+O5A?37&"Z9(+,QIWC;QKXJT;5+G[&T4*P[6M[181,9XP,R2. M1RJJ>.W>N#U.WE\1ZGJ>H++HV2R'<&BS^\3;VQV'HM:=WX6U4+J.J MZ=:2QV#P1:Q:E5PLAYQ^==GHO@?P]H4$\5I8+)]IQY[7!\TRXYYW>YK?`"@*H``&`!VI:* M**PO&7B&/PSX9N]18GS0NRW4#):5N%&/K_*O.H=(FO9?#?@U@YN2XU;66;.& MR<@-WSVQ]*L?$#4(X_&XM=;UN_TFP2U1[![,;D\S/S-(!UP>,>E9.AI;ZKXO ML--OI;'6'O5>5-6TR5H+A0H.?-`QUQT->WJ-JA1V&.:6BBBBBBBBBBBN.\"A M;'4O$>C`;5M=1:6-?1)`&']:K^)@-,^)7AK51G;=K)8R'ZC*_J:[FBBBBBBB MBBBBBBJ6JZO9:+:?:;Z78A.U%`W-(W954Q M4\PK,IYCN0>Y'&#Q^(IMKH,_BV)(K5GL]&@G$MM,X*W%NP)$D<3`\H>Q]..: M]`T[3;/2+&.RL8%A@C'"C]23W)]:Y+6/%U[K6IS>&_!X$MTORW6HGF*T'?'] MYJV/"W@^R\,02,DCW=].2UQ>S:A>R>'_">V:_QBXO3S#9 MCU)Z%O05I>&?"ECX;MW:,M<7T_-U>2G,DS=R2>@SVK=HHHHHHHHHHHHHHHHH MHHHHHHHHHHK!UWPG:ZO.E];S2Z?J<(_=7EL=K_1A_$/8UQ'B&PLM0!TWQY9B MSNON6VOVR8CD]-_H?4'CZ4ZS\,ZW:>'(;-V274=#D,^C7<+96YBZE#]1V]Q7 MH'A_6[;Q#H\&H6S#]XN)$SS&X^\I]P:TZ******\UUWPYXHTOQEJ&J^&;.&X MM]8MO)G5IO+\J0C'F'^?%2:3\)U@M-/>^UBZ-W%"\-WY+?+<1LVXQDGG')&? M>NVTS0=)T:*./3M/@MUB!5"B\J")/$\^NS3?\4_X4!(=0N$MM8UX&7?.^T0Y!\I`3Z9!_P#U5P^GZ-XHTW3;V*XM8-#C MQ_Q,M;O)?/\`/7<<;`<]<]NOM7:?"FRA.C2WC:78121RM!!>VUOL^TQ+@;\G MDY(KOZ************XL%=,^+Y7!(U;3`<^C1M_A4?Q7C:'PW::O&"9-+OHK M@8[#=@_SKM+>=+FWBGC.4E0.I]B,U)1111111111161KOB2QT%8TF;S+J?B& MW4\N]CQ');$[I-.?/[N2%1]\$XR1U_2M M&P\(7?B*^35/$$"6D+@&XL8';R[YU/R22(>G&#CKZUW$T]MI]FTTTD=O;P)E MF8A511_*N!;5-9^)%S-:Z-(VG>&U/ES7V");GU5/0>__`.JNPTC1])\)Z,+6 MR1+6TA!9W=NOJS,>M"6EN=$234M&'S-IC-F2#U,1/4?[)K M*MM6T_0K\>+-'8R:%J\H34(@N&M)NSD=N27;Q>%-"E`U*_'[^0'_CU@_B:]'IVHEUFA5\["< M$`.>@!SZUYM_PC,UIXGTSP]JTEQIJRKM-TDK7$%V^@Z5+1111111111117&^-@EEX@\,:P[!5AOC;N?:1:F,I M*@)74[9L;HE7GRV3J.W-=9X=\&E+NWU;6LSSVJ&.P@F( MM;^NZ]I_AS3)-0U*<10IP!U9V[*H[FN-M='U;XB3#4?$(GT_0\AK;2@<-,/[ MTA_I79W=[I?AO2?-N)(;*SMUPH`P`/0#N?85R$-GJ_Q$N%N=32;3/#BGY+!L MK+>#LS^B^U=S!!;6%JL,$<=O;Q+A54!545Q/Q-\6:[X8L].NM$B@D@N)=DLC MKN`/&T9S@9YY]JYC4IO^$FOVU?3H7T3QKI2AY+-R,72#^Z?XLCI[<<]:K^'M M5D\2_$'3=9\.6,UIV44444444444444444444444 M4444445P7B71Y_#NJS>(-.MOM.EW@VZQIX&5=>AD"^H'6FZ;K4/@U[2WFO/M M7AK4"/[/O,Y^S$_\LW/]WT/;I7?*P90RD$$9!'>EHHHHHHHHHHHHHKFO%'BA M]-FBT;28?MFMW@/DPCI$O>1_11^MPKT+2]+L?#VCQV5C!Y5O;1\!1RV!R3ZDUX9KNNV_CWQ%(D/AF2/6(=XB.X M$2HHX65&QSCN#D5V?PW\/EK][R:QU+2OL3X^P3MYELS$$;XV;GN>GYUZA111 M11111111117)_$W3S?\`@:^9/];:[;F,^A0YS^6:Z#3+B/4-'M;@,)$G@5L] M0P*UQ_POW6/]OZ$P`_L[47V#_9;D?RKO**********XWQ#XKN9[P:)X3;$C@9\I3WD/IVKG;61K6TCM-*L;Z34VE>2W=V#SVUR,"1)CWCYSD M\$'CM7=:%X?CTTF[N%C:^ERTACSY<1;&X1@_=!(R?6H?%7BZR\,6JAA]IOY^ M+6R0_O)F)P,#TSWK)TKPC?:UJ4/B'Q@XEND^:VTU#F&U]/\`>;WK:\2^*]/\ M,VH:X+3W]8>A^%]0UO4X_$OB\(]RHS9Z>.8[4>I'=JZG M6=;T[P_ISZAJ=RMO`G&YNI/8`=S7EWC;Q/IWB-]%O6N9YO"`[FM9.J]/0XR._YBI?!'P[/B:TU M%O$;:C%?V;I;VUP7.$5.R^OI]#7LMAIMIIL31VL"1[SND95P7;'WF/';5+[2)7UGPM(W*QY>:P/<<\E!Z=17;:;J=EK% MDEYI]S'<0/T=#GGT]C5NBBBBBBBBBBD)Q7&:SXSN;W5&\/\`A&);N_'$]XPS M;V@[ECW/M6#I<;7%_<:;X3N#=:DYVZOXCG&[9ZK&3U/H!P,5W^@^']/\.6'V M33XBH8[I9&.YY6[LS=S6G61K'A;1-?7&I:=#,XSB0#:XR,<,.:ET'0[;P]IB MZ?:2W$D"$E//E,A4>@)[>U:5%%%%%%%%%%%%%5M1M([_`$ZYLY1E)XFC8>Q& M*YCX77,DO@N"TG;,MA+):L#U7:W`/X8JE81C2/C+J$(!$>KV"SJ.Q=3@_P`J M[VBBBBBBBFR2)%&TDC!$499F.`!ZUY]K7B>^\06URVCWIT[1H',%Q?B/=+O/ M1@IY6//5NO/%8Z6]QKL\NB:-:Q02MF/5(9$)AM)5P%N(F'\3#D`=>,UZ+H7A M^UT.%BKOA68U'6;D$K&&^2!?[TA[# MVIOA?P2=+OI=;UN[&J:U.@%:6I^*=)TG5+/2[FXS M>7CA8X4&Y@#_`!''0>]<5\6O"^I7AM?$>G@WHT[YI;"4;XV4'.X+W]QZ5P6F M7.K0Z#JWB73M*L9='U&']T?,<'MQ7:>&?AH]_I>GM=:S?-H M19;I=*N(MK*_/#'/3^=>JJH4`*``.@%+1111111111111111111111111111 M11125RNH>$9[.^FU;PO=C3[R4[IK9ES;7)_VE_A)]17*1/&VHLNFRMX.\0[L MRVDX_P!$O3ZCL?J.:WX?B*=*N4L?&&ES:/.S!5N0-]M(?4..@^M=C:W=M>P+ M/:7$<\3='B<,I_$5-1111112$@#).`.]& MO#"+_P!-"/N@]^YS7>Z;I=CH]DEGIUK';6Z=(XUP/K[FK=%%%%%% M%%%%%%%%%%%%<1X1W:7XX\3:*W$.M^F^+_"NN197%TUI M,_0;''`)_.N\HHHHHHJMJ&HV>E6,M[?W"6]O$,O(YP!7G&K>(+_Q%--]NL98 M-`@7S9;125GN[=AQ.I'4*<$J#]:DLM'U#Q'<+'8:HPL8X_)N-6A(_P")A`1\ ML>W&"Z@X+5WFBZ)I_A_38]/TZ`10QCZLY[LQ[D^M&O!VR6] M`_TN^)_=VBGMGN_\JU_"?@^P\*6;I`SW%Y/\US=RG,DI^OI[5D:UXIU+6=3; MP_X/423(VR\U(C,5J.X!_B;VK>\-^&-/\,V30VBF2>4[KBYDYDF;U)_IVK$U MKXC06NH7&EZ%ITVMZA:HSW$I]A7#6_AVXNO#L'Q"\.7EW/K4:)I47RE8,B]6!W=. M:6'XE>%YD#_;)HQL$C>9;2#8I_B/'`]ZTH?%WAV(++[)JEH MES%G*[NJGU!Z@UR+^$O$?A])4T:]BUS3G/\`R#=6.XJ/]A_IQS7*F?1-/OAG M^V/`5\#NV@&2U?MG`XYKI[37O&\*"6T&C>*+7`VR6DXAE(]P3C-6O^%GV]G* ML6N>']7TIB<;I+?>GYKU_*K47Q1\'R2^4^K"W;&?](A>/(_$5*?B7X,'_,PV MO_CW^%-/Q/\`!0_YC]O_`-\O_A5,_%?0)6<:=:ZGJ84?>M;-F4GTR<>WYU`_ MBSQMJ(\S3O"T&G6S+E9]6N0GT^4G/G_2[E/-NG''(!YY]ZZ_0?`NEZ-='49S) MJ6JR$$S63QW,>!D@JP_IFNETB\_M'1[.]SGSX$DS]0 M#5RBBBBL_5]9M-'MA).Q>5_EAMX^9)F[*H[FO/K^\N]:,&K:I,+>V>\@ET[1+9M]G$V@3"JH"JBC^0KS^_UO5OB%J,VB^&9GLM'A;;>:J!S) M_LQ?X_Y/9Z3H^E>%M'%M9QQVUM"F9)&(!;'5G;N?>N2DUO4?B)=/I_A^6>PT M2%RMUJ:_*UQ_L1?XUV>D:/8:%IT=AIUNL$$?8=6/J3W)]:XOQ7XE\07?BX>$ MO#]Q;Z9^:].TSPWI&C MZA>7]A9I!<7S;IF7O]!VYYK4HHHHHI.:6BBBBN4?XOK447@O7K>&UABU MZV86=O)!"\EGEL/C+'YL9JG-X6\7K'B%](_=Z6=/C`+CY3U89'!./I45WIGB MEY;DCPW#Y$MO;6HVWB,RQ1ME^.`2>U1Z@E[?7X=XU<>0B M`8*J2?O+TQTK,@M_#0N+3^TM&FM+5M1NIV:6RD10#GRE+`<#V[8%4X3X?_L^ MWN$N#;36NE3SR/'*T%E:;MUT+A9)96VD MD-D<<<#UK6@U+Q2DY":S!<0W&JFRMS+:+NV*#N;*D`X(/Y5-8^)?$[RV<3II MDZWT\T<$F)$;;'G+,!D=OUIMOX_UADA\WPSN\ZWEN4=+I0KQQGEL$9&>,`^M M7O\`A/HX;9Y[S0]2MUA@6XFR(V\N-LX/#>%F*C^VK==S;07RH)],D8S6C;ZYI%W-Y-MJEG-+C.R.=6. M/H#5U75B0K`XZX-.HHHHHHHHHJ*>V@N8S'<0QS(>JR*&!_`UR>H?"OPI>RF: M&RDT^8_\M+*4Q]\].GZ55/@CQ3IQ3^Q_'%VR*Q/E:A$)EQZ9J"XT7X@K=JTY M\.:U%MQBZMO+*GVP#4B:9XXZ+H?A&+CLKG^E2?V5XZQ\MGX3C/J(9#_2FP>% M/',\3B[\91V0=LB&PLU"J/8G!H@^$NDRNDNN:GJ>M2*.1=7!V'\!S^M8G_"- M6.@^*=4\(0JR:;XCL6>U1SE(YESP">3Z_E78?#S4I=1\(6R7+LUW9%K2XW== MZ''\L5T]%%%%%%%%%%%%%%%%%%%%%YGDE6WF2($7&E3@G9Y M2@_,A/MD]>>:Z71_"5[K,T6I>*&W(K+(MAM`CDD4$":1>SD=5Z5UVI:E9:/I M\M]?SI;VT*Y9V.`/8>_M7#*NJ_$\QR2)/I?A@,?W9;;-?X]?[J?SKL9)='\* MZ("[0Z?I]JN!GA5'I[G]:Y5;>^^)#QSW<I[*JCJ:\M\:^)+S5KS2KW5OM]AX1NP6C-J-LKM MZOS^(]JK^&O`NI^*?#5S>?:)XI[6??HFH3,0\D8)X/<*3@@]B35_2_#GB[Q+ MXRTS6-5TM-)FTLA+J\#8:[V^B]\C(STP:]IX[ MU/1111111111117&_P#"S--B)%YHNO6>.OG:EI"`1@ MC-0SV=K=1^7<6T4R?W9$##\C6?=>%/#]X09]&LV*]"(0/Y5G1_#[0X/+%LU] M;1Q.SQQPWDBJC-U(YXS5;_A742-!Y&OZK$MK&\=N!(A\M7^\,E_4XY-)J7A7Q3>_:0;G23%-5D4LD39VY[9 M[TR?3_%*WLMY)H5O.CZG'>-%'>#<51`H`R`"1C/X55CBU>-K:2_\-7A@@NKN MZD4+%-N9P=@"@D_Q?I6"8+&VTZU_M#P[:9(?#\ M<&HW-I/-936>EPK;N))+756LH?.@25E55+,Q88YXZ4NG>*/%DEM M!(9M+N([IKAH))(G1O*BS\S8..<#\ZN0^-?$`@B-QX>MED>Q:^)%[A1&OMMR M"S M8;'/0'\Q5@>//"_&[6(8P6*!I59%W#J,L`,^U7K;Q'HEY*(K;5K.60]%2=23 M^M7TECDSLD5L==IS3Z********X?XI6<\>BVGB&RR+K1+E;@%>ICSAQGTQ_* MJ_AV[.F_$>]M%8"PU^U34;10.-^!O^A[UZ!1111111111111111111116'XT MLO[0\&ZM;=S;.R_51N'ZBIO"U^-4\+Z9>C_EM;(3]<8/ZUS'@/&F^+O%>A[0 M@6[6[B`_NN/_`-5=[117->(/%7V.Z;2-*07.J>7YCCJEM'WD?UQG.T(VCO=76-4#E1 M^Z4$E02/OL,_>/X5K>(?$NE^&-/^V:G<>6I.V-`,O(WHH[FN7L_#U]XYNXM: M\51M#IRG?9:.21M'9Y?4GTKI]=\0:5X6TP7%]*L2`;884'S2$=%11UKE],\. M:EXRU!->\71-%:(K'T-;_B_Q/%X2T$WZVIN7$B01PHP7YFZ9 M/85QD_A6^^(=U-)XMMI=(GBB:*SACN59&;.?,5>IP.#Z_A5;P]<++'-\,O&U MLN8E*65R>/-&?EVGU`/!].#76?#_`$#7?#-ESK^`]NU M=A111111111111112!@PRI!'J*CEMH)_]=!')_OH#_.LRY\)>'+S_CXT+3I/ MK;)_A67/\,/!D^3_`&)%$Q_BAD>,CZ8-9,WP@L!L^P^(=9L]IR=MSNS_`(4M MQ\/O$R.AL?'^I*J]IUW?R-23Z!\2898FM/%]G<*OWEGLP@_0'/Z5-]Q9L/T'-6HOBIX-DG,+:L(6'_/:)T'YD5HV MOCGPK>S>5;Z_8,X&<&8+_.M.UU73KUBMI?VMPPZB*96(_(U:!!Z$'Z4M136U MO<@">".4#H)$#8_.LZ[\+Z!?LK76CV2MMJ.HVT,$+PPPI,"L:/\`>`R">:KGP%J&Z0?\)1'MD)$0/W<^_$O$S->@:AID\=W-`[AX'0E(L808)QTZ\U%6"S;5?"5W.D=Y<74ZQ[)@=RL$ M&`>?O#/%9$=OIL.F6<.J:#^W@DC/)/I6U"T3WLITOQ%&3RP9, M[L_[6#ZU/IMWXADUA+:S\5RO;W6I7%O$L]NDI6*);_\`=W17,8[8 M*\'\<5/_`,+`GBT^2\N/#EY&L%LES*JRQL41R=O&&-X1M8A0F3R\R!D4/_`'22,`UHP:YI%T^R MWU2SE;&<).K']#5Q)8Y,^7(KXZ[3G%17UG%J%A<6QKD/AF[0:)>Z/(^Z32KZ6W/IMSE?T M-5KN/^R_C-97"G;'J^GO$_\`M/'R/TQ7=TE6,2S;I]/N>DAE)'S1,.3M MT&!V'O6'X>\'7FHZJOBCQ>1/J1YMK/.8K->P`Z%JU_%OC"S\+6B*RFZU"X^6 MULH^7E;^@]ZS_#OA:^N]17Q+XM*3ZJ1BWMAS%9+Z*.[>II/&7CF31KDZ)H]M M]JUN6+S(HI`54KST/\3;>']4TSQ!9-I.HKJ.L:SKUVIO(P=JV@4D"1> MV0.<=,<&CQ!X6T;PUJ[:?IU_XAFUR)5-D5B!1I#R`#_/MUKV&ST5=0M-)O?$ M%I!-JUD@;S!T20CG%;=%%%%%%%%%%%%%%%<#!?2KC_P`> M-)_PKQH,_8/%WB*VYR%-X)%'X,*#X5\76^39^/+@^BW-C%)^O%!L?B1`#Y6L MZ'=\?\M[1T/_`(Z:S?M/Q<@F7=8:)=(.NQRH/YD&GQ^*_B)%>*EUX&1X0<.8 M+E23[@DXJ=?B-J$5^+:_\$ZU;J?XTC\W'Y?XTB?%W01<^1<6.JVQ!P3):'Y? MJ!S5RT^*G@R[E:,:PD+#_GO&R`_B16C:>.?"MZY2WU^P9@<8,P7W[XK1M]0T MS421;7EI=%>OER*^/RHDTW2[M]TME:3N.[1*Q'Z5FW7@7PK>3F>XT"Q>0]3Y M(&?P%9S_``K\'&9IH]+,#MG_`%,[IC/I@\52C^$VGVTKM9Z_KEJCG_5QW>!_ M*EC\`>(+%7CTWQYJ<41SM2>-92/Q-$6A?$FTA=(O%EA*_'=O`QNO`IE=&P3;WBD,/4#D^M/B^(MY] MGWW/@KQ!&ZC+A+?NY?-GT6RD?CYC"O;I_.LQOAM MX7,@>.RE@9`PC\JYD7R]Q).W!XSFJY^&FG*@6#5]8A*6[6T96Z!V1LY_>*J`;5&[`)R``RW)8@Y&06(S6Y,R0KXAN-)\1WD4%C;0 M)$L%[YB-.X.[ELYY('!JIJ6A3V;Z^MEK,SQ:C=VMC<"8),9G<#>=QZ$;N/I6 MSI%_XFT9[?0-.GTVYLK:_;3H9KE'$A"H7).#C@?+QUQ6G%XYUJ46NWP_$WVJ M2>.-C=[=WE9W'!7@':'+A]D>L6V=P3YFVC<>V3CGVK2MM M1L;S/V6]MY]O7RI5;'Y&K`8'H0?I2T444444444444445PVA*=+^*NOV)PO#LN[C:!9S(1\DV1RLRGJ!U(_&O1=`\/VVA6[$2/ M@[5E>+/&O]C74.CZ1:?VGK=S_J[5#Q&/[SGL*?X:\(&RN6UO795U#79P"\[# M*P#LD8[`?K1XD\9KIM\FB:1;_P!HZW<#]W;J?EB_VI#_``BG^&O"*Z9!^76O)KS M5]5.DR)K#&YO-$N,V.K1-ODC/55?^]&_56KIK32[[71IOC;P,T%MJMSF'4X1 MCRT8_>;:?<9QWX->E>&O#S:'IXBNK^?4;IY#+)<7!R=Y'.W^Z/:MNBBBBBBB MBBBBBBBBBBBBBBBBFE%)R5!/KBJS:5ISN7?3[5F/5C"I)_2LRX\#>%;J=IIM M`L'D;@GR0*S#\*?!PG::+3'A9NT4[J!],&J2_!_0HG:2WU+6('(X9+O&/TI; M;X=:S8B7['X[U:,/V=5?^9_E3+/PM\0[)W=?&\,^1PMQ:[Q_]:FJWQ9LB[,N MBZBO8S+WG@N"XD'3R+L*3_`,!)--/Q(UNRM#-JO@35H<'@ MPC>OX\<5)#\7M"6T$^HV&JZ>F7D/F0WUK/$W&Y)58']?>F2:-I%U M"R/IMG)'(,']RI#`_A65!_%2QAK/Q_J'FH%3S'-:;`1CN14 M_=C3I/&?C2RN$%[X"F>%AR;2Y$K`_@*63XG26DZ)J'A#7;2-_P#EH8-V/P%6 M(?BQX5>Z%O.TC^7GZ;L9K1M/$.BW\I MBM-6LIY!_#'.I/Y9J]'-%+GRI4?'7:P.*;+:6T[!I;>*1AT+("16;=>$O#M[ M(9+C1;-W;&3Y0&<>N.M'O#OANZU:RT,R^5(DLD"7,D:]<%\`\$`]: MH6.EZ&/$.CVMG?:S;Q:K`]_9S_;`RK*R_,!E2=^WN36S_P`*XU&&VBM[3Q5, MD5NDR0)):(VT2YW9/<\]:J:EX.\8-`1;7.E3C^SAI_E'S$_=@YW`^IP!4>IZ M;XM\N_;_`(1FWD6]FMM_V>^#.L46WY<,`#G:?^^JAOSJN^%=3\+WKVLNN&^E MVQK*%B`PH*J3D\`UDVG]BQ2:/!J.BS6KQ1WD]R;BT>+1Z5XHN,6]O9KB.9)P;B M5@KY+9/X"MJYU#Q/:WU_:66M1RQ6UW;VL3W-H''KZ M6R^(WAS5H89'299;.X95)"J1E2<=.?6J?Q`\1>'-2TNYT`SO?78*R-%9D,8M MK`[F;HH'?N*Y^Y;6M;EBFUB]A06]WY*632#[/;SIS&)?[Z2`?>]2,5K:/H]Y MX@,#V,=QI=A&YECF+XDM9,D2Q1?WXV]3P.U=]I6DV.B:=%8:?;K!;Q#A5[GN M2>Y/K7.:YXKN;O4)/#OA55N=5&//N",PV:GJS'NWHOK5WPIX.L_#$$MLU[TN;[K%9#OD]W]!6CX5\(6'A:U MD\EGN+VX.ZYO)3F29OKV'M6_574M-L]7L);&_MTGMYEVNC=#_@:\VL/AAJVC M^,H9K6\@NM"\IH)(;D980DDF,C^+KP:[WP]X9TKPO8M9Z5;^3&[EV).68GU/ MMTK6HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHI*6F211S(4EC61#U5AD&J=SH M6D7D7E7.EVDJ?W7@4C^59ESX`\)74?ER>'[$#.M687ILNR0!Z8Z43?#W7HK18M/\>ZM&RX`\ M[#C'X8-02^%_B5:0JECXT@N<'G[1;A6'XX.:DFG^*]@L:+:Z-J7]Z1"4/X@D M?I3+CQC\0+.58I?`?G$`;G@N-RGUQ@4^?XGZC92QQ7W@;68G89;8N\`>V!S1 M+\9-`M;A(;W3]5M&;!;SK7:5'KC.36A%\5O!4LJQC650MW>)U`^IQ6I#XW\+ M7$R0Q:_8,[_='GCFKYNM)OI%C,]GCV4[KP&>!2 M?Y5EW7PW\'WDHEDT&V5A_P`\LQY_!2*SW^$?A@3M+:F_L@^-R6UVRJ?YU%%\ M,'L+IIM(\6ZU9*W6,RB0?K0OA+QS9W3-9^.C+"P&!=VH<@TR\TGXDO:SV,E_ MH6I6UQ&R,;B!D(!'/`X[UE1^#O%-AX4TB-+>WN-7T&_#VS++\LL!ZKDXP.<8 M]JVH/'GB&-2E_P"`M6692?\`CW(D0_CQ3T^*>EJA%WH^M6LZ_>B>R8E?Q''I M^=2VWQ8\%W$`D?5A;MWCFB<,/KQ6O!XR\,W,*RQ:]IY1^F;A0?R)S6L+FW8` MB>,@]"'%13Z9I]VXDN+&VF?&`TD2LWA@L_$NJP+;3/<04OIJ:>L:F1"J+G)#$=3D]>.E0WNF>*5CO<^'P8+V6T5UBNDD=88@`RXP,Y MP>_>H[R6635\ZIX8U&.SN=5CN7D>W$JB-(MJ@JI./F_G658CP^NH:7:WFEO8 MM-J5S=2-+`\.(2&V*3@=?EX[8%2:9<:/-:6\=GK-S9S):W=S,K@JW[M6 M#'L,8]<5>N+W5K;35&F>)[AI+?2([N8,Z3%IG8`9+?=7J2*UI=2\5V<.J1Q: MK:2C3/)C62XM?FFD=5R#M8`!6#)&'Y`!ZJ>,557Q9X MNU>QGGLH],T__0/MMNC;IWE3)S@\`$8'YBJ>IVUU/97T]WKUY?K%;6]]"OF[ M$D@)_>`HA`(X/YU19;*QU@V'AW0FU-[:Z,L?V5C(B0QJB*J(@PJJ,! M0*X#7O$.J>+M0D\-^#WVVZG9J&K#[D0[HA[GW'_UZZSP]X=T[PMI2V5A'M0? M-+*YR\K=V8]ZYG4=8U7QK=MI?A>?[-I:-LO-5'\6.J1>I]ZZO1-#L/#VF)I^ MGP^7$G)).6=CU9CW)K1HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH MHKA-9^(USI?C.3P[:^'[C4VCB$A-LV7Y&?NX_K2ZA\5+#2+ZQL]3T?4;:6[@ M\TQ[`SQ\D!2H.<\9_&MS3/&>BZQX>N==LYV:SM0YEW+M9=HR>#[4MEXRT*_\ M.2>((;T?V?$#YLC*04(QP1USR*L0^)=%FAL94U&`+J`S:[FP9?H#5R'4;*XM M#=PW<$EN.LJR`H/QZ5,DL9&CXZ;E!JA<>'=$NYO M.N-(LI9/[SP*3_*LN7X<^#II6E?P_:;GY.U2H_('%9C?![P:9O-2RGB;.1Y= MRZX^G-51\(H(+_[58>)]9M"K915FW;/Q/7\:# M]03BFC2OBM:3N\>OZ5>(OW5EAVA_R7C\ZC@U+XLVC/-=Z)IE[$@),44H1F_W M3FB'Q]XT1M]Y\/KL0@$L89"6[]`120?&&)6=M0\+:Q9PH.9?*W`?7@8JW:_& M;PA.KF6:[M=O3S;<_-],9K3T_P")G@_4G=(=;@C*<_O\Q9^F[&:V+/Q%HNH; MOL>K64^TX.R=3C]:G6UTZZ#,L%K,&^\0BMGZUGMX,\,.26T#3R6Z_P"CK_A6 M1+\*/!LA?&F/'N[1W$@"_09XJN/A5816_DVVOZ[`H^Z$O3A?PQ0W@?Q3#"%M M/']_E#E!-`K#\3U-/EL/B9!!OAUK1KJ1!Q&]JR;_`,:4:C\2H\/)H.C2JO+1 MQW;!F]@3P*AD\:>,+9!-/\/[GR@?F\J[5V`_W0*D/Q,2W97U#POKMG;MUG>U MR%^H!SZ5:MOB?X5N'*M>36X_OW%M)&OYD8K1L_&_A:_D,=MK]B[CL9@O\ZTK M?4=.OV*VUY:W)7J(Y5?'Y&H-1\/:+K"D:AIEK<@]2\0)_/K6=/\`#_PG. M[:X@\0W\9-V;Q05C;$I7:2^(8H6MTEC@CM+8%8TD.67+=>V..,59D^'>D6FDL M&CGU2XM;5XK87DY*@=0N!@8SBKOP\OO[1\$Z? M%I1H?Q'\6Z=<21QP2[+]68X`!'/Y9_2FR:GJGQ)OY+/1IY+#PU"VRXOE!62[ M/=$]%]__`-5=E;6FD>%=$*0)#86%JI9CT`')=J1H,`"K%%%%%%%%%%%%%%%%%%%%%%% M%%%%%%%%%%%%%%%%%%%%%>+_`-C:QXB^+7B)]&UPZ5-;*JM*B[BRX`V_I5?Q M*FO1_%.TM]+ECO-1TW2QF2YZ28C8LQ]SGCWK'AU:PT[X.BT@>=)]5U'R[MF( M/"X+%1Z8V_CFI([ZSC^'OC*RTV7-DE_";?!/*,(5U275$ASY,']F2;"A``&><$`#I6K=VUWKWB>]T>/7M2@LM`TI9(G24 MAF=4!R_OD\_2JTWCCQ)=Z3X2V:V]G=7#CFMO3O$WCF^AU MVRM=2L;EM$E\S^T63"3(`V4X&#GK[8ZUN?#CQ/XN\6'^T=2M[*/22&57B!#L MX/3&3Q_A5KXC_$"7P4EE'9VL-W]6$\?1_VMX>L&L2RZY; MB5+A)/E1L9*X[_GWJO>_%;1K)]6#6MU(FE2K%+(@7:[%L`+S['\JDT3XIZ!K M.GWMZ4NK2.QC$LWG1?P$X!&,YYK5B\;>'I?[+VZ@O_$VS]DRI&_!QSZ<\"[N'RQI(@.<[X965OYU2;X.>'8X6 M2QN]4LF;^**Z/ZC'-,;X:ZQ8V0@T7QQJUN0?NSMO3'MC&*:WASXF65L([/Q? M:7>">;BWPWYX--DE^+EA"`(-%U$_WERK?S44V;QA\1=,@C2\\$I=2GK):S94 M_P#`1DBG2_%BYTZ)!J_@W6+69NH5`R?@3BI/^%U>%HPHN8=1MY",E'M^1^M: M<'Q5\%SQJ_\`;4<>[^&2-P1]>*UD\7^&Y"H37M/);H/M"\_K6DTMK.NQI(9% M;^$D$&J-WX7T"^A\FZT6QE3T-NO^%9L_PX\(S)M71((".CV^8V'XJ:K2?#31 MU3&GWVJZ:V,,;:]<;N>X.K63J_W2+A>?UKEO MAK,;:7Q#H;X#6&I.R#.?DDY']:3Q7\.5\5>,+/4[BY,5BEOY=S&C$/+ALA?I MSS]*ZJ:?2?#&B[Y&AL+"U3`'W54>@''XV#VNG_=>Y M]'E]`>PKOHHHX(DBB18XT`5448"CT`I]%%%%%%%%%%%%%%%%%%%%%%%%%%%% M%%%%%%%%%%%%%%%%5H-/LK6>6>WM88I9CF61$`9_J>]4Y_#6DSZC7 M4!MY9U8ABA&,>W%8=E\+?#%E)9L()YUL79X8YY=Z!CU)7H>@_*J6K_"?3=0; M5&MK^>S_`+1D25HD5?+1DZ87CCDTZX^&$4WBJ_UY=296N[5X!%Y7"LT>S=G/ M/KBL;3OA9JFBMH%WIT]FE]ILTC7,G($Z%N!T_NY%=!X,\)7^AZ]XAOM26VD7 M4;D2PM'SQECWY'45R^L>&_%6B>+/$-YI&D#5(->@:))?-"F$MC.0?3G]*H)\ M-K]-<\*Z7JM@]UIUO`PNY8N$5V+N5)'/!P,]ZM>%;.^\/>#?&L5S97%K9`O] ME26(AF!#+D>O&VNP^$]J;3X=::I0HS[W8$8/+FN`\:W^IZUXWURXTRR%];:/ MITEK(V\*L6Y2';_:(RW'M[50OM8.G^!?`VO1*))].N)8PN<9"GH3^'ZU!K%B M]I\(H=0N!LNM)]$T.^0A](EE*\]%*[\?IG\:M2[4^"*DL`]WK195]<+ MBI[^+2AX^U(ZWH]]J=I:6L,96TSF-A&@!;';J.M>]:3#;P:1:16BNL"PKY8= MB6"XXR3WJY1111125%-9VMP09[:*4CH70-_.LZZ\*>'KZ8376B6,L@&-S0+G M^59=W\,?!EY-YTFA0(V,8B+1@_@I`K,D^#/A)I_,C2]A&/[6X,UMX],VT':EQ;Y#?4@-9FE_%CQ?J6KM967A^TU/8V&-H7*D>H?H!]:]5TJ?4K MBU\S4[.*SE)XBCF\S`]S@#/TJZ2`,G@5S>I_$+PII%\+*\UB!9B#N"9<)CL2 M,X-.L_B#X1OI3%!K]GO'9WV9_%L5J6VLZ1?,1:ZE9SL.HCF5B/R-#:9H]X[R M-8V4[GAF\I&/XG%9C_#_`,(R.S-X>L7OB/68]2G\22J+>0/:VK6JO%&1TRN?F_&K*Z;\0XI-W]OZ M1*J@XC:R90WID@\4IO\`XAPL7?1-&N$7^"*[=6;Z%ABD3Q9XG0L]UX&NUA7J M8;J.1_P7C--_X6(L0\R[\,:];0#K*UGN`_`'-.C^*7A5Y`ANKF,=WDM)%4?4 MXXK3@\;^%KF<01:]8M(>QF`_G6C'JVFS2".+4;61ST59E)/X9JV&4G`(/XTM M%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%)2TA4,,,`0>QH`" M@```#L*KQ:=8P^<8K.!//SYNV,#S,]=WKU/6L^3PCX?ETM=+DTFV:R60RK!M M^57/4CTZU#KW@K0_$EI:6FHVS&"R_P!3'$Y0*,`8X]A6/_PJ;PZ+"YL4EO5M M[F6*1E,^[&S.`"1T.35B?X=:?/XW'B8W$@8PF)K?:,$[-FX'J.*YN'X-3K=6 MUG/XAEFT*UG,\5GY>&#'MGISZ_XU=D\%>+]+\1:SK>@ZSIZR:D^?*G@)PHZ# M/J*]!MA*MM$LY#2A`)".A;'/ZU+11111111116-K?BW0?#P(U/4H89,9$(.Z M1OHHYK!'B;Q3XD79X=T)M.@;_E_U0;<#U6,;33+1!@#B->.>!WKD)OBC)JMPUIX0T&[U>4$ M#SW4QPCG!))Y_E2Q^#?%7B;#^,->,-L1SI^FG8IY_B;O72Z=X,\-Z7:M;6NB MV@1QA]\0'K$*PZI$%8?0CD5ES_!_P;-`8X]/DMV/ M22*=@P_,D543X.:/:1/_`&=K&L64S?\`+2*YQ^8`&:/^%7B6\ZM#RF[HC:M-=6^DW<]DJ M//+W1(]47PG!J-O,Q5'M9=I!!QRO)ZU<7XG:]8 M1!M;\#:E"SGY#;@L"/?(XJ6/XRZ+#!OU72M5T]R?E62WR&'J#Q5^P^+G@V^5 MBVI-:%?X;B(J3],9K5M/'?A2^3=!KUD1Z-*%/Y'%:EOJ&FW]OYEO=VUQ$PP2 MDBL#FJ\^@:#J$#1S:58SQN`)[W>(-_P`"!H35/B%: MJTEYX>TR\0?P6=V5?_QX8-*/&7B"V3?J'@?4D3)&;66.8_B`JQS*Q'Y&K2NK_=8-]#FG44444444444444 M444444444444444444444444444444444444444444R66.")I9I%CC499G.` M![FN3OOB/I@N7LM$M+O7;Q#M*64>Y%/^T_0<_6JXTOQOXC99-3U-/#]F1S:6 M!#S?\"D/`_"M?1/`^@:#*9[6R$MTQRUUGX4W7_'GASPYE+[4$:X M'2W@_>2'\!T_&N<'B/QYXK_Y`&BQZ-9/D"[U`Y^( M]0N]=O`V\FYD(C!]`@/2NUM[:"TA6"VACAB085(U"@?@*EHHJAK>HMI&B7NH MK`9VM86E$8."V!G%>5:A\5_&$FDV^IV?AZWL;.XE$,4]PQ82,V<8Z<<=>E=% M\.?$?B'4-=U?2?$5S;SW%LB2IY#(50'.1E>/2M?XF6+WO@34#$N9;8+<1^H* M$'/Y9K>TNY74M%M+K<&6YMT>'M&U!0MYI5G.%Z>9`IQ^E8]]\-/!U^X>70[=&' M>',>?P4BLNX^#/A"63=%#=VP)R5BN#@_GFJTWP/;U$)RRW"%OR.32?V!\4],1(K'Q/9:@I.6:ZCPR].Y!S2F[ M^+MDHB:PTF_)Y\U&"^G!&5_E36\:_$+3P(;WP*;B4?\`+2VE)0_EG^=.D^+5 MU9,(=2\&:O!./O*J[ACUSBK!^-'A6(!;B/4()?XHGMB&4_G6A#\5O!4T:O\` MVTB;CC:\3@CZ\5JQ^,_#,L:2)KU@5?[O[]1FKYOM,N(L&ZM)8W]9%8&H[C0M M'OH/*N-,LYHSV:%2/Y5E77P[\)7<01]#MH\=&@!C8?BN*J+\,?#]NC#3Y-0T M]V&#);7LBDC\2:C'@"^M3NTSQEK5NQX;SI!."/HW2K"Z!XOL[$K"\4]?LMZ$( M_P"^J1O'^OV8']H^`=5C+'`^SNLP_2K(^)NEQC-]I&N6..&\_3VP/Q&:FA^* M'@V4[6UI(6_NSQ/&?U6M.U\7^&[TXMM>TZ0^@N4S_.K_`/:FG_\`/];?]_E_ MQJU11111244M%%%(6"XR0,G`S2T4F0.]`((R#D4M%%%%%%%%%%%%%%%%%%%% M%%%%%%%9NL>(-)T"W\_5+^&V3L';YF/H`.37.?\`"7>(=?!3PQX=DBB/_+]J MG[J/\$^\:$^'TFK21S^+=:N=7=3N%LG[JW'J-HZCZ^E=*JZ1X;TS"BVTZRA7 MV1%%<9K/Q?TRV5UT*PN=8*D*TT:E(48\`%B/6FCP[XY\62&;7M8.AV38Q8Z> MWSD>C/Z_G71>'O`7AWPT-UE8(\Y'S7$_[R0_B>GX5T=%%%%%1SPI<6\D$@RD MBE&'J",&OFJ_7PIIUW=65Q=:YJ"6,[)':MM2(X)!YR2O?H.U=?\`#S6+71?$ M]C:6GA:XTRWUE2OVFZD9S)@9782`,9_G7L5_:I?:?<6D@RL\31D>Q&*Y3X5W MTESX)AM9S^^T^62U<8P1M;C/X8JII2-I/QEU:W;B+5K)+A/=E(!_K7?4445Y MSJ_Q`U]O$^IZ9X?TNVN(]'4-<),S>;/TR(P*U;+X@)>^(=)TI=.EC.HV)NF\ MPX:$C/RD?\!/-9G_``N71AIC:A)IUZL:W?V4C"DD[R^)?AV\LKF\= M[FTBM'C28W,!38SG`%;^HZSIVDVL=U?WD5M!*X199&PI)Y'/X4EOKNDW=O)< M6VIVLT40S(Z3*P0>IP>*N":)D6194*-]U@PP:CDL[69]\MM"[>K1@FL^Y\)^ M';R#)YC*^@VX9CDA"RC\@<5FW/P:\'7$YE2WN MK<$YV0W!"CZ`YJI+\'+8N/L_B?68(EX6,39VCT!ILOP\\8Q,4L?B!>K`/N+, M&+#ZG-,_L?XNVR-%%K^FW"J25D=0&;_QRGG6?BS;1%)/#NFW+QYS(D@^?Z#= M1!X]\8F(!'MP:D/Q@@BE,5UX6UN!D_UF8`=F.M/7XV^#BX4 MO>KGJ3;]/KS6LGQ1\%/M`UZ`%O[R.,?7CBM^WUG2KM0;;4K28'_GG.K?R-32 MVMK=*?.@AF5NN]`P-9EWX.\,WN37<00[HWQG!R*\ZTSQ=XLT^]\*7-]JZ7UI MKQQ)"\"J8_FQP1]0:HW/BKQC+I.M^*8M>,,>G:A]F2R$2["N<=_J/UJWJ/C/ M6-/U'7TN=1N(UN=(CNK`%L+&[!2=OXD_E4&F^)=8\1Q^#]/AUNZ@GE^T?;I% M<[FV'(W?@*YJW^(6KQ^&]1L+G6;I[I;N.2WDWG>5!(==WIT.*Z_Q=IVH?\)A MX>$>NZK':Z\P,RKN:QQXCNX_#WB"PD MN;A9=3N(I[)B[?.GF$':?2M#7- MF?"*5YOAW8M([.V^098Y/WC7;4444444444444444444444444C,JJ69@H'4 MDXKEM4^(>B6-R;*S:;5K[H+:PC,ISZ%AP/SJH8O'?B(XEEMO#EB_58_WUR5/ M;/W5/TK0T7P%H6C3_:S#)?7Q^]=7KF5S],\#\!4VN^-_#GAP[-1U.))NT$?S MR'_@(YKF#XN\:^*01X6T`6%FWW;[43@GGJ%__75BW^%L.H31W?BS5[O6[E>J M,Y2$>P4=JZNZT&QFT&XT>"WAM[>:(QA(XP%7(X.!Z'FJWA?4IK[PY&TH\R]M M=UO<)G&94X(_'&?QKE]`^)EW>^*M7T35]+6RELXG>&".0,[%,E@6)`)(Y'08 M!KL/#VJSZWI,6I2VR6T=P-\,:RB1MAZ;B.`?89Q6I111117C7Q!768M6OM+: M_P!&TG1+EU>24!!,5;J64?.W.>@KF=*U'PGHFK:??/XAU76&T]P8;G:OHF-Q)&KJ,PVF^/ MO"FLJ`$>9[*5B.SCC^M=Y1117SYXHUE)M=OM7"/H_BFRO5CMX(8W/VE!QD\8 MSC'U%:-[;WWB3XAWD]U?3:3=6&B++-);CF-P@+*?;YCFN2C@N)_"&A6-LZ)< M7NJ32(SL%`("*"2>@SFNO\:S:])X;LM-\17MC=S7FJ1K'/9E(JJ.=V%/%<_X"TQ=8\?:R)]+71&73O*.GJ"!\ZA2<8_' M\:I^`+;5/%E]9^&KV5ETGP_+)+*$)'FMN.U2?KG\,UHKXFOM!\->-E^VS&XB MU,VUGF0DQ[B0`OI@`_E4L'B;Q-I7BRUL+W5YKA;31VN[F.0##R>6SX/'NH_" MNL\%^*M2U'XZ_P""SKVI011./,8+ M%G!5>_/T-8WACXD:YXFN+9X/",ZZ?--Y;W:RY5!W/3G%=%XR\96O@RRMKN[M M9KA+B;R@L)&X<$YYZ]*32/'F@:R]U'#<2P2V<1FGBN86B9$'5L$=*DTCQQX9 MUV\^QZ;J\$]P1D1X*EOID#/X5I2ZQID-^NGRW]NEV^-L#2`.<]..M63-#YOD MF1/,(^X6&3^%0/I6FRJRR:?:NK=0T*D']*R[CP+X4N@WF^'M/._J1`JG\QTK M.N/A3X)N1@Z(D9Q@&*613^C53;X0Z$F39:CK%BO+AM4U`30W"@>2J!L[L^_%7/'W@'7+R7PW]FLWO&ALTM;QH!]W: M1R?;!/Y5?\*>"=3TSXIWMT]A)%H\`F^S.<;#O`&%&?N.H^O->C>(/#>IZA>>#Y[>#/\`9DJMN_"_A&VTN^>-YXV=F\LY49.<9KI:****** M****************IZEJVGZ/:FYU*\AM81_%*X7/T]:Y.7QUJ>MAXO!NA37P M!P+ZZ!BM_J,X+4]/`^HZXJ2>,=;FO>YLK0F&W'UQRWUKI;/3](\/6&RTM[;3 M[:,'MLD-D+JZ!!-U=?O)"P[C/`_"NG)5 M<`D#/`K.M_$>D76L76DPWT37EH%\Z/.-I;H,]"?8=,BNZMPOEI)C.WD@GZXQ[UPD7BRS\7>.+_25OWTK3=1C(M)K=C$3/A2 M)),$;F.",$XZ?6H/'/A24ZSI,FA7-QK-V$^Q7KPDB21T49);IRC8//&.:ZWP M7X`U_P`*W;7">(FM-+?#FRD17;GLW.U3VRO6O2J6BBBBO-?'7A>TD\=Z3XBU M&WMGTA4,=^UPX"+C.PD'KU_2N1EE\#:=I?B'1I-8MVAU*X$UE):V[2_9U!!` MS^F*]>\(W=A>>%K!M.OQ?01PK$)L8)*C!R.Q]JP-14:7\8=+NR#MU6QDMB1_ M?0[AG\*E^*\#OX*>\C&6T^YANA_P%L']#76V5RM[8V]TGW9XED'T(S4]%%5Y M;"SFN8[F6UA>:(Y21D!93['M4+Z+I*P[[X M:>$K_3X;&324CB@!$1B=E9,G)YSSD^N:S9_@_P"&Y-%72XI;V&-)C.KB4%@Y M`!ZCT%4+CX.AK2)(/%&I&:WG$\+SX=5<8&_$Z:^N M8\Z%->_:GQ.!N(&1\O7KQ]#1XKTW6H?%7BS6QID[6[Z8+6VE";A(6V*<`H?A):V\EAISVGBZ=)EF=[C2"X"MP>@Z^ASTJ]\:TN;Z;PYI M5H5\^YNSL#=-WR@$GTYKD[J2]%UXZU+69(EU2"V2T(M_]40[*IQWZ`?K6K)8 MBUUGX:VD*B-_)$KN@`)S@G)^F:Q=1U%;[X@IXL%RDJ+K:6L42N"1&HP&QU`/ M;\:TO$U@NN^/_%UY+//`^C6'F6[P/MPZJN,G\37I'PTO[_4_`FGW>I7+7$[A MOWC?>(#$#)[GCK75T4444444445RFA>+Y]6\:ZSH#VL:1Z;C9*I.Y^1U'XUA M^(OB%KMMXDU32M#TRTF32;;[1>3\HJ]<^/_`!9J M6M26/A^UL"]I9Q7#PS9\RY+*I(3D>O2M>Q\8ZU_PG%GIFJVHL;6_T_SXX'3Y MXY5!W`M^!_2N;@^(OB@Z1IFH236YCOM:-LN(1\T(P"/S)YKI_AWXHU7Q#J_B M&WU*9)$L;KRX`J!=J[F';KT%2?#KQ)J?B";75U*99!9WIBA`0*57GCCKTKEO M#?BV_P!2\074.J^-A8F"_,,-DUNI,R[NF['?I7K]+1111111111111111111 M16#K'C70=%)BGO5GNLX6UMAYLS'T"KS^=9"WOC?Q&0MM8Q^&[-OO3W)$MP1_ MLIT4_6K>G_#S1+:[%]?_`&C5[T-O$]_(9-K>H7H/RK3U;Q)H7AR#.HZA;6@4 M';&6&XX'0*.:X^7XAZ]XBW%C%YUU%`[PQXSN<*2!^=>"1?$BQGALY]7LM3EUFTN!,;V.\(&0V<",C:!C MY<8ISZAI_AWQ]IOBRW\V;1M8#2LTRAG0L2LHX_B5N>/:MCP_X,UZ&VUG3+*T MCU/P_K4)-M=&81A6!_=R$-\W'?`YQQ73P?#KP1H>AZ=9^)GLY;J,-^_EG,)E M).X@8(R!GC-<'XIU.))].\5^$H[J'2=.N_(5&<")9%PPVQ@Y4,,YSUK3\47_ M`(FUG6IKBRTR#7=+U"TCGM87RWV>,CDA58%6W!@3[5Z3\/O$=UXG\)0:E>VO MV:4,T9QG:X7^(9YQ_4&NF!#`$$$'D$4M%07EY;6%J]U>7$=O!&,M)(P51^)K MDSXRO9]=>PTB"UU6.\B$NGRI-LC`7(E5VY.0=O`&?F%9GC&&]\>>!(9]/L"U MU9WN;K3V<;MT9*O'GO[>H-0:;)I#^!]1N(-"TWPW=;GCM$OU0'BWMF-5L[Z[^TF>=+,YCBWC@`C@].W':I_B6AM(=%UR,['T[4HRTG]V M-CM;/MTKI/$-DNJ^&M0LPHD^T6SJH]25X_7%8_PSU(ZEX#TUWSYL"&"3/4,A MQ_+%=71111111111136174JZAE/4$9%1265K+"\+VT312+M="@(8>A'I5>TT M+2+"42V>F6EO(O1XH54C\0*BU7PYI>M7EE>7UOYD]A()+=PQ!0@Y_'H*R+SX M<:!>#6"ZW`?62&N&$O1@VX%1VP:R;'X4K:7#W4NOWMW<06S6^GO+P+52I7/! MYQGCI63J?P7@3PW96^DR1G5[>7?)>2DJ)03DY'/3C%,U7X?>,IM4UB>RO;!8 M==*Q76<[D08R1^73WKT?PYHL?AW0+/28I#(MK&$WD8W'J3^=:=%%%%%%%%%% M>,6_BS2_"'Q?\27&JO(D,ZA5:-"WS?*>@JC>ZS8Z7XX\4WE[)+#!K&E,;,M& M7J&A75AJUM90'3;RP#EI?D&!)^?4I[YP/UI-3T&^L_`?@>"&QF,J7JS3 M*J%BA8[N1VJ'PQK^I>#?%'B$MX:U&_2]NSL,,;`##MWQSUJ3P1KVO>&-3U6& M3P?J2<@G&#P14/AQ+S1/$%_+=>`+G4I9=1,D5VT1S$-W;(QZ MG->Y#D`XQ2T44444444444444445!>7MKI]NUQ>7,5O"O625PJC\37+2^/?[ M1E>V\*:5/K4JG:UP/W=O&>@RYZCZ5"?"GB/Q"_F^)M>DMH#R-/TLF-![-)]Y MN*Z+2_#^B:!#_P`2[3[:T51RX4;OQ8\_K6%KOQ0\.:+YO3O); MUQT_G77JJHH50%4#``&`*=1117C_`(MNH?#=YJMAK+Z-+;WC,UL\EIYUZ$<9 M.,`#Y22`6(Z#K3[+5;+3?#^@O:V=I-X>BMIKID>(7%UO3!93GY5)+#..G-+= M?%B[.J:?;7=O;VNDZI$/WMO*PN+4,%='L;>W^SZAK][9V[RI#/"0T"$DL-IP%R0>"3SQWK4N->U M#40;+18()88F7$5MD)-`Z@I\^,)T96';(/%;WAV`:+;+HD]W:%H21;1K)F4Q M9)&X'N!QD>F:MZGXATO24E^U7G>JFI6^LQ:HFD23R:Q)8SQ:K8BXV* MUS$N4EB)`"EE+!EX[BM2/3M3UW5H=4%H='ALITEM4FB7S9,@B?>%/`8$`H['`'UQ7@J^"[WQIK`70)]0O8(?W=S MJ6IMA&IQCMR?I7IG@+2M?\,:F=(NO#UA;V$D>3>VCEBSK_>).><\`]*Z M/QWISZKX)U6TB7=*;)M@PN4!VCT%2&-&4*44J.@(XI M/+3:%V+M';'%-N)[>VB,US+'%&O5Y&"@?B:\Y\3?&C2-,N5L]%C74YB0#-NQ M$G/KU;\*]'A3?:A M']IZ"VB_>2D]AM'/YUD?VKXW\0R-'IFE1Z!:]KK4!OE/TC'3\:L67P[TL3+= M:U<76N72G<'OI"R*?]F/[H_6MG4-8T/PU:+]MO+73X5'RH2%X]E')_`5QES\ M4+W6I6LO!.A7&HS'(^U3H4A3W_\`UD4V/X>^(?$LWVGQKX@D:(D'^S[%BD8X MZ$_Y^M=CH7A70_#-OY6EZ?%;\?-(1EV^K'FM&"\M;HNMO(]->PU2U6>%^F>&0^JGL:\7\.:/JO@WXFWFE6%M=ZG9HC MQ,\"AC&LB@ACT4,/ESG'2M:W^&36-@MAXPU5Y+&>\+P-:)\R2L`-TDC`X!`` MQSSBNGU2WL?#V@6.H>'($AFNI8XQ=3\2R1["1EY.F=HP#@'IQFM6Q1?%_A^: M74+%HKF:&6!7DMVAVHQR-N>0.IZU+97.EZYH]PFD72""0/$9+;Y#&Q')[8/.:\WTW2[V72MUOI.D65 MUX?N]UY?W4Q\ZXEBY^\!E58$$DGOTK;\/VOM-;PKXIL)M2OC5H%WI+9WZ7?36_/7;NR/T-0!TTCXS,A.%UG3@>>GF(<8'X"NZHHHHHH MHHHHHHHHHHHHHHHHHHHHHHHHHHHJ.>>&U@>>XE2**,9=W;"J/4FO,_%7QMTK M3?,MM!B_M&Y4X\YOEA'T[M^GUKQWQ!XOUWQ3,'U:_>5`KR,%`_$UR5 MY\1;.:N^@^S+B%3_M2'@4P:#XNU]C)KFMC2[5O^7'3/O8/4-*>? MRK;T?PIH6@#?8:?%'+CYKA_GE;U)<\FLK7_B;X9T&=K5[MKR[!V_9[1?,8'T M)Z#\ZP#J?Q'\9H&TNSB\.:>Y!6>X.9F7UQC^@^M:.D_";1K>Y%_K=Q<:Y?$? M-)=ME,^R_P")-=7?:EH_ANP62\N+;3[4':N<(N?0`5FZ]XLALO!EWXBT=X-0 MCA3*%7RC<@'D>F:Y:^UNZ\<_#G4"JO::QII$ES:QL5W[?FQZE66J[OINBCPW MXUT"W2TL;PI;7\,(PI5^`2/56SSUKU.EHHHHK)\2:K<:)I#ZA!`LJ1,OG%B? MW<9(#/@YOA+:7]V81=I-'()Y?,GN8=P:-RN<*\?3//ZUO;-(\(:4J8E,4DBI'"-TK M2R'HJ)ZG&<``=>E8^H^/$\FY2VADML1/$LTZ8:WN@I*1R(>FX8*G)!/%85M= MW?BO4X].U83QWPTE;@+;OL65TD5XI8R2:FE MD\`!BU.>.21IL_>78,*H''OZ<5HW7@W0KW6)=4N[(7$TNTLDCDQ%E&`Q3[I. M.,D&MP*%4*``!P`.U+1117F7C]M4T/5+B^LM?T[0K.[B5I)#&&N9I%R,*`"3 MQCZ5YO;:B->U9[_6/&5W#I]NZJ!(Q-Q+QG"QKQ@D'GMQ7T1I&H0:KI%K?VN_ MR;B(.F\8;'N/6N;T1EL/B7K^G9(%Y!#>J/?[K?TJM\0P+#6O"^N``M;:@(&! MZ;9!@\_A7*=9G,6O7-RH!_X]V4QH/^`USM%.C_`-8OU%?8 M5AG^S[;/7RE_D*L444444444444445CZYXJT3PZF=3OXXI&&4A!W2/\`11R: MQ4\2>)?$<0_X1[1386[_`';[5/E!'JL8Y/XTZ+X?Q:@XN/%6I7&N3#I&Y\N! M/I&O'YUT,]SI/AW3?,GDMM/LXAWPBCZ"N+O/BO'?3&S\(Z/=:W<_WPA2)>>Y MZ_RJ'_A#O&?BT-)XIU]M-MG)_P!`T_CY?1FZ']:ZS0/!F@>&HP--TZ-).,S. M-\C'UW'^E;,4\,X)AE20*2I*,#@^G%>?ZMXM\2SZAKUKISZ9I:Z(N]C>99YU M(R".@`..OJ15"\UM[RZ\&>,-0MXFM+A&MKF/&Y8G?@,`?I^5.N--.D^(/$/A M-$5-/UVPDNK)%&%CD`(90.WK53POX6\13V^C^+;/4Q/>E%M[JTFB\I&@7Y=I M/\1`'4]>U=-IWPVMK:1HKS4[FZTV.[:ZMM.R%BB).0#CEL'/'3VKM:6BBBDK M-&IZ/K%GJ,`O(9H+EQR^$5MKBWLIT-_$`4` MA8%0Y)&2,X.X`\"L748-66WU`7]^[7N@W`N4>W)$CV$V3(%<\GCI9:)-.MA*J:A82F:0QQR+\LD9?)95D1\@@]VA5$MXA%%W*H.@R>>U6:**** M**XCXEZ+_:5I8W,?AG^WYH92GD^>T>Q6')XZ\@5Y_;?VI;:]-HC:?X>\,-%; M_:8#:]*^&6LW>N^";:[OI_/N%DDC>3`&[:QQT]L57U]1I MWQ-\.ZD!Q>Q363_EN7]:L_$VS:[\!Z@\?^LM@MPA]"C`_P`LUOZ/>KJ.C65Z MG2X@23GW`-7:*********JWFIV&GE!>WMO;%_NB60+N^F:9#K&F7,,TT&H6T ML4`S*Z2J0@]2>W2F:;KVDZP6&FZC;793[PBD#$?A4VH:E9:5;?:;^YCMH=P7 M?(<#)Z"K".LD:R(0RL,@CN*R;SQ=X>T_4UTV[U>UANVP/*>3!&>F?3\:75_% M.A:"\2:IJ<%J\PS&KGEAZX';WJ[+J5E!IK:C)WDSM=>AQP:N444444444444454O]+T_5(C%?V4%TA&,31AN/QKAM M8^"?A;406LO/TV0G.8FW+_WRW]#7"ZQ\"M?M"7TR[MK^/LI/E/U]#Q^M<1J7 MA77M%EQJ.DW4`5L;VC)7_OH<5]5Z8'YY#[8'3\<5RK>*_'?BUS%X:T/^R;1C@7M^,-C'4`C^0-6-*^$EO)=VR1R(@?IU/Z#VKM&DT?PY8*K/::=:H/E&5C7CT'>L35_%U^N MNKHGA_3(]0NA:BZD>6;RT5#TQQDDURVN^-M7O--TCQ)HDYM(XKHVFH64V"BR M]@Q],\9]Q3_`OB.WA\<7VG*K6\.K9G^S2<&VNA_K(Q[$<@]^*T?&_A6WN_&6 MB:W+IOV^W=_LMY`%+9!!V.1TPISG/M5NQ^'T%O+K>ES1POX>U$K+#;J2'@DQ MSM[`9Y!K6T3P=8:->?;C<75_>"/RDGO)?,:-/[J^E;X&!@=*6BBBHKJYALK6 M6ZN9!'#"A>1ST50,DTZ*6.>%)8G#QN`RLIR"#TK@]2U37/#OC^YE:>:^TNYM MEN!9XRRHORR&+_:7(8KW#'N*Q["*UEU*^NK2..^TW7KNXM)%R?+>8?O8&8CL MVDM=5%^XQ.CC_5Q(F0J*02"<9S72V'@W3;4 M6CW;S:C<62F.&XNFRZQGC8=N`R@>H/>MV**.&)(HD6.-`%5%&`H'0`=J?111 M111116'XSAEG\):BL-]-8N(2WGP*6=0.3@#DY'%>*:;'H4EC/'I_@O6/$-RV MWSI[MROEC'\)0<9->E_#&YU,6=QI]WHUKI-I;X-O;1OF5,DY\P$YSTY(&:L_ M$^`IX?M=7C;9)I5]#<`_[.X*WZ&NGO[=-3TBXM@?ENH&0'_>7_Z]<[\+[M[C MP+9PRG,MFSVS_P#`&('Z8KKJ*********X/XPZ99W7@2\O9K6-[FU">3*5^: M/+J#@^]1\/I&'5;J(_J:V++Q.MI'I6GMI6I3-/:PGSX M;?=$NX`7-Q/C%DF8+?Z''S,/J:VXK;0_"^G,\<5GIEK&/F8!8QCKR>]_%C39K@67AJPN] M>NV(`$"%8Q]6(_I5-M`^(/B[]YK.KIX?LWQ_HEEDR8]VSU_'\*W_``_\./#/ MAYEF@L1+ M-:U#5&T&'3DMM*N_LQAN=V^XP?F.[.$XZ<51\:>'K*&S@\:6B-=75E6:O)9^6+>]$0R3`_*MQU"DUF:5IMGXJUSQ M9::`K*5M'U#53OUC3$53=6Q*>:5X&[UXK MK*6BBBBBLOQ+'JDOAZ]31FVW[1XB(8*>HS@G@'&<$]#BN'46^B1S7USX3UNT ML'A,%[//J(2.:PG\V)XS@G*E2I_V2#R/:IK'3;+3(Y([ M&UBMTED:5UC7`+GJ?J:M444444444445'/&98)(U8J74J&';(ZUX(EQ8203P M>,/&^L17EGQQ^M5O!&H-J?@O2KJ1@TAMU5\?W MEX/\JQ/`[?8?%OBS1ONJEX+J-]\"1^%KR=F1+=8A.BX(9>C`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`5)^\.>U9^JZI?RZ]9Z9J,QCTWQ%IQBA"#'DW&W/WNO.:\Z M>77;'PK)!=N]TNAWQ,&91Z`Y[$?G72?#W1=2L?#UYIVJV@AL)Y7>T@=\O'"^?D8=B/ZUTVC:1;Z M)H]OI<#/)!;KM0RG)QG.*O!0H`4``=`*6BBBBBBBD(!!!Z&N;@\"Z;%+&);S M4;JTBD$D5E<73/`A!R/EZD`]`Q-=+1111111111111117DGBRX>;X@W-A:P: M'HYM[<3MJ6H0@O(3C#*3W!XX]ZSM6GU'1-.T[Q%%X\GU74)I-EM;Q1$0W*A\ M,N!UZ]2*]I0F2%2ZE2RC*GMD=*X[X;,;6UUC16X_LW4I413U",=R_P`S4-PO M]F?&:UFW;8]6TYHSGH70Y'XXKNJ**********P_&DDL7@O6)('9)4M)&5E." M"!7AFB?&3Q5I,:Q3S1:C$N`!3^`K7TO0=(T"%A86<-N,9>7'S-[LQY/XU M@Z[\4?#6BN;>*Y;4KSD+;V0\PD^A/05C&;XC^,LQQPQ^%]/8X9W.Z=A[=Q^E M;.A?##P]H\RW=Q$^J7P`S<7K>8!77JBH@1%"J.@`P!6+;>(UE\6W?AZ M>`PRPPK/"Y;(F0]<>X-<9XDCDT3XF0W+Z.-;&K0[;**:08@F7[V-W"C&">*E M^*NDIJ'@JUO-0LX(=6$\,0DB.[RR[8(!P"14UUI7B+7]!ET#4K-8-3TJ2.:R MU!.()]I^4YZ@XSD5TMIX6@BUJZU>9\RZA:I#>VP`,4C#^+!_$5K:?IUGI5FE MG86Z6]O'G;'&,`9YJS11111111111111111111111111117EOQ?LM*CO-*U+ M4-+N-3>4FUCMXIO+&<[AR!DGG`'2N7AU+Q3/,VA>'_#EMI3Z)&9XTN1-LI'=E."?QQG\:RM.0Z9\7-5@Y$>JV$=R MO'&Y#M-,^)8^Q?V#KP'_`"#M13>?3I7<`@@$'(/0BEHHHHHHHHHK.\ M0QF;PWJ<8QEK24(-?UHF+P]I!MX2CW>M7.2HD"[(0?4L>WY5`?`_BSQ4V_Q=XA,%HX!.GV'RK]"?\` M]==;H7@_0?#<2IIFFPQ.HQYS+ND/U8\UMT45QWCJQN[>ZTOQ-IEJ]S=Z;-MD MAC&6EA?A@!W(ZT[4M+U#QMII2[M)=#:WGCGLIRZO,&'4E1P/3K6OIOARWLHV M-S>U9/BEAI_C+PSJ;/L1Y9;.0_[ZY7]1 M5CXC::^J>`M5MXEW2+#YJCW0[OY`UH>%-0&J^%=,OA_RUMD)^H&#_*M>BBBB MBBBBBJ.MX_L+4,MM'V63+#M\IYKY!JS8:;>ZIT'PKHGAJ`1:5I\4!P`TF,N^/5CR:UZ* M********************2L34O%VDZ?(UNDKWMV#@6MFAED)QGH.!^-4@/%NN MX),7A^T8#(&)KDCZ_=0]/6KVG>$M(T^87)@:\O.INKMO-E)Z]3T_#%1>(?'' MA[PRI&HZ@@F[01?/(?\`@(Z?C7*#Q?XV\7H4\,:%_9EJ^,7U\<$#U4'@_AFK MEA\*+&6\74/$^I76O7>#D3L1$"?1?2NXM+*UL(%@L[:*WB7HD2!0/P%3T444 M4444444444444444444444444444444444453U>VEO-'O+:"5X998'1)$."K M$<$5Y7X"^'6@>)_#\6J:S+>7EZ)72>-[@[496Q@CKT`[]Z].T;P]I'A^!H=) ML(;16^]L7EOJ>IK$^)<6/";7Z)NETZXBN4/==K#)_(FNDS%J.FY!#Q7,/U!5 MA_\`7KE/A7.W_"*/ITA_>Z;=RVS+G[H#9'\Z[2BBBBBBBBBJ.MV\EWH5_;0K MNEFMI$0>I*D"O(_#7P)DD5+CQ%>F,,N?LUO]X'T+=/RKUC1?#^E>'[06NEV4 M5L@&"57YG]V/4UI4444444444444444444444R66.&-I)9%C11DLQP!^-<]) MXN^W/)#X8? ME6[8:9IVC6IBLK6&TA49.P`?B3W^IKE-<^*OA_2Y_L=@9=7OB0%@LQN&3VW= M/RS66UE\1?&>#=W,?AG39`!75````#`'0"EHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH MHHKP;Q/:Z;I'Q`73_#]MJ>H[S(^H6$$\D>Z1LD8*CT.?PKI/"7@[4K/Q5'X@ MO[EM%M?O0Z9+>F9VR,$,2??..:]%UZQ75-`O[%R0)[=TR/<5D_#N^_M#P+I< MA8,\<7DOSW0E?Z5C>%/^)3\4/%&D,Y"78COH4)X.?O'\S7?T444444444444 M444444444444444444451U+6=.TB/S+^\B@!Z!C\S?11R?PK*&KZ[K"G^R-, M%E`<@7>H<$^ZQCG\\4^'PC;2RFXUFZGU>8D'%P<1*?\`9C''YYJ_J.K:3X=L M?.O[JWLK>,84,0H^@'^%<3/\4;O699+7P9X?NM3D&0+F5=D2^_\`^LBG1>`O M$7B1C<>,O$,PC8_\@^P;9&HQT)__`%_6NOT3POHGAV`1:7IT-O@`%PN7;ZL> M36M1111111111111111111111111111111111111111111117D_Q,CAT;7GU M&7Q%/I,.H6PC>WL8LS7#*3\Q/``&1SG-<#H4N@WFJ#5M6O\`5;R1+@"VT^/= M)/*P`(8OTP3V'-?1]GV4-RL;QK,@?9(NUER.A'8UQGPW!T[4/$V@,>++4 MFDB7T209'\JB\1`Z5\6_#>I#A-0AELI3V)'*C\R/RKOZ**************** M**************Q[SQ/IUM.UK`[7UX`3]FM5\Q\CL<<+^)%4U3Q3K&3+)#H= MLQ^Y'B:X(Q_>^ZI_.KVF>&]-TL^:D37%R0-US&U( MOM0C:?G%O$=\A/T'3\:YJ3Q%XX\6LR>&]+72+$G`OKX?.P(ZJO\`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`M;G$UT1[)]U?QJSI?PZT>TNTU#4WN-:U%3G[3 M?R&3!_V5Z"MS5-;TK0;7S]3OH+.(#CS&`S[`=3^%,?E6KH.HKJV@6&HJ<_:;=)# M]2H)_6N;^'G^@S^(="/_`##]3=HQZ1R#C7>LR9Q]H*F&W3ZNW7\!2?\(IXD\0_/XHU]H+=N3I^E9B3 M'HTA^9JZ'1?#>C>'H/*TK3H+4'[S*N7;ZL>3^)JAK/CS0=&G^R&Y:]OCPMG9 M(9I2?3`Z?CBLSS?'?B7B**#PO8M_'+B>Z8?3[J_CS5_2OA_H>G7(O;F.75=0 MZF[U!_.?/L#P/P%=-CC%+111111111111111111111111111111111111111 M1111111111111111113)HDGA>*09212K#U!&*Y'X7RNGA1M+E;,NDWN M%8D?H13(O^)9\8)TZ1ZSIBO]9(FQ_P"@FNTHHHHHHHHHHHHHHHHHHHHHHJ"> MXM=/M3+/+#;6\8Y9V"(H_'@5RDWQ#COYFM?"FE7.NS@[3-&/+MT/O(W'Y5'_ M`,(KXE\0_/XHUXVUNW73M*S&F/1I#\S5T>B^'-&\/0>3I.GP6HQAF1?F;ZL> M3^)K3HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH MHHHHHHKB_#I_LWXD>)=,/"7B0W\0^HVO^H%'CO\`XE^M>%]<'`MM0^S2-Z), MNT_J!7:44444444444444444444445YYX5\(V'B73+77/$5Q>:S<2*'$=Y-N MAC)`/RH`!W[YKOX8(K:%88(DBC085$4*H'L!4E%%%%%%%%%%%%%%%%%%%%%% M%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%<7J_P#H_P`7?#\D?#7- MA<12GU5<,/UJ;XI1J_P\U.0_>@"2H1V974@UU%G(TME!*_WGC5C]2*FHHHHH /HHHHHHHHHHHHHHHHK__9 ` end