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SYBT > SEC Filings for SYBT > Form 8-K on 20-Mar-2013All Recent SEC Filings

Show all filings for S Y BANCORP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for S Y BANCORP INC


20-Mar-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On March 19, 2013, the Board of Directors of S.Y. Bancorp, Inc. approved an amendment (the "Amendment") to the terms of restricted stock unit ("RSU") grants made by the Compensation Committee of the Board of Directors in February 2012 to employees of the Company and the Company's affiliates (the "Original Awards").

The Original Awards were made to the chief executive officer and seven other executives of the Company's subsidiary, Stock Yards Bank & Trust Company, giving them the right to receive up to 37,780 shares of stock in the aggregate, if certain performance is achieved in the period from January 1, 2012 through December 31, 2014 (the "Performance Period"). How many shares will be vested and issued under the RSUs is based on the Company's cumulative earnings per share (EPS) growth, and the extent to which the Bank's return on average assets compares in a percentile ranking to peer banks over that Performance Period.

The Amendment was recommended to the Board by the Compensation Committee because the Company has entered into a merger agreement with another financial institution, and expects to incur costs in connection with that transaction which were not contemplated when the EPS Annual Growth targets were established in the Original Awards. The Compensation Committee determined that it would be inconsistent with its compensation philosophy to reduce the vested portion of equity awards based on costs incurred in connection with a transaction, where the transaction's benefit to the Company's shareholders will not be fully realized before the end of the Performance Period.

The Amendment changes the definition of EPS to exclude any acquisition costs and restructuring adjustments made to EPS as a result of a business combination that occurs during the Performance Period.

The foregoing description of the RSU grant agreement amendment is qualified in its entirety to the full text of the form of amendment and the 2012 grant agreement which it amends, which are attached as Exhibit 10.1 to this Current Report on Form 8-K.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

D. Exhibits

10.1 Form of S.Y. Bancorp, Inc. Restricted Stock Unit Grant Agreement 2012 and Amendment thereto


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