UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 27, 2006
1st Independence Financial Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-26570 61-1284899
(Commission File Number) (IRS Employer Identification No.)
104 South Chiles Street, Harrodsburg, Kentucky 40330-1620
(Address of Principal Executive Offices) (Zip Code)
(502) 753-0500
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 27, 2006, 1st Independence Financial Group, Inc. (the "Company")
entered into a Change of Control Agreement (the "Agreement") with one of its
Executive Vice Presidents, Gregory A. DeMuth. The summary of the material terms
of that Agreement which follows is qualified in its entirety by the terms of the
Agreement which is attached hereto as Exhibit 10.1 and is incorporated herein
by reference.
The term of the Agreement commences on the date of a "change in control" and
extends for a three-year period from such date, subject to extension by the
Company. Under the Agreement, Mr. DeMuth will receive severance pay if his
employment is terminated by the Company without "cause." Mr. DeMuth will
also receive severance pay if he elects to terminate employment with the
Company for "good reason." If the termination occurs during the two-year
period following a change in control, Mr. DeMuth will receive 2.99 times his
"base amount" to be paid a lump sum within 30 days after termination of his
employment. If termination does not occur during the two-year period, Mr. DeMuth
will receive his "base compensation" at the rate in effect at the time of
termination in semi-monthly payments for the remaining term of the Agreement.
However, in the event Mr. DeMuth is a "key employee" at the time of termination
of employment and the Company's stock is publicly traded on an established
securities market, then Mr. DeMuth must wait for a six-month period from the
date of termination of employment before receiving payment of any severance
amounts.
If Mr. DeMuth is terminated without "cause" or terminates employment for "good
reason," Mr. DeMuth, his personal representative or his heirs may request during
the three-month period following Mr. DeMuth's termination of employment that the
Company purchase all outstanding stock options previously granted to him
whether or not such options are exercisable or have terminated, provided that
the fair market value of such options on the date of termination exceeds the
aggregate options price for such shares.
Mr. DeMuth will be entitled to participate in the benefit, retirement and
compensation plans and other perquisites through the date of termination. In
lieu of COBRA coverage otherwise available to him during the remaining term of
the Agreement, the Company also will maintain for the benefit of Mr. DeMuth,
and if applicable for his spouse and dependent children, each welfare benefit
plan in which he participated immediately prior to termination (unless an
essentially equivalent plan is provided by a subsequent employer). Under the
terms of the Agreement, Mr. DeMuth generally will be subject to a
confidentiality requirement and a one-year non-solicitation and
covenant-not-to-compete following termination of employment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
----------- -----------
10.1 Change in Control Agreement between 1st
Independence Financial Group, Inc. and Gregory A.
DeMuth.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
1st INDEPENDENCE FINANCIAL GROUP, INC.
Date: March 30, 2006 By: /s/ R. Michael Wilbourn
--------------------------
R. Michael Wilbourn
Executive Vice President
and Chief Financial Officer