Home Federal Bancorp - Current report filing (8-K)
January 23 2008 - 3:27PM
Edgar (US Regulatory)
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):
January 22,
2008
|
|
Home
Federal Bancorp
|
(Exact
Name of Registrant as Specified in Its Charter)
|
|
|
|
Indiana
|
000-18847
|
35-1807839
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
501
Washington Street, Columbus, Indiana
|
47201
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
(812)
522-1592
|
(Registrant’s
Telephone Number, Including Area Code)
|
|
N/A
|
(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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
January 22, 2008, the Board of Directors of Home Federal Bancorp (the “Company”)
considered and approved Change in Control Agreements (“Agreements”) between the
Company’s wholly owned Indiana commercial bank, HomeFederal Bank (the “Bank”),
and the officers noted below, each of which Agreements is attached as an exhibit
hereto and incorporated herein by this reference. In each case, the Agreements
terminate, supersede and replace previously disclosed employment agreements
with
the Bank.
Officer
and Title
|
|
Agreement
|
|
Exhibit
No.
|
|
|
|
|
|
Mark
T. Gorski
Executive
Vice President, Chief Financial Officer, Treasurer and Secretary
of
Company and Bank
|
|
Change
in Control Agreement (which terminates, supersedes and replaces the
Amended and Restated Employment Agreement for Mark T.
Gorski)
|
|
10.1
|
|
|
|
|
|
Charles
R. Farber
Executive
Vice President of Company and Bank
|
|
Change
in Control Agreement (which terminates, supersedes and replaces the
Amended and Restated Employment Agreement for Charles R.
Farber)
|
|
10.2
|
Each
of
the Agreements has an initial term continuing until January 1, 2009. The Board
of Directors, in its discretion, may review each Agreement and authorize
additional one-year extensions of the term at each January 1 anniversary date
thereafter. The Agreements provide that the officer will receive
certain payments and welfare benefits upon the occurrence of a “change in
control” (as defined in the Agreements) of the Bank or the Company followed
within 12 months by a voluntary termination or an “involuntary termination” (as
defined in the Agreements) of the officer’s employment with the Bank, whether or
not such termination occurs during the term of an Agreement.
Generally,
a change in control within the meaning of the Agreements occurs upon the
following events (i) acquisition of ownership of stock of the Bank or the
Company constituting more than 50% of the total fair market value or total
voting power of the stock; (ii) change in the effective control of the Bank
or
the Company by acquisition of 30% or more of the total voting power of the
stock
or replacement of a majority of the members of the Company’s Board of Directors
in certain circumstances; or (iii) change in ownership of a substantial portion
of the Bank’s assets.
When
a
change in control is followed within 12 months by either a voluntary termination
or an involuntary termination, then the Bank will pay the officer in a lump
sum
in cash within 31 business days after the termination an amount equal to 300%
of
the officer’s base amount of compensation and will cause substantially identical
life, health and disability coverage to be continued on the officer’s behalf for
a 12-month period following termination. If the officer obtains substantially
identical coverage from another employer during that 12-month period, then
the
life, health and disability coverage provided by the Company may
cease.
All
the
benefits prescribed in the Agreements are subject to specific definitions and
compliance requirements imposed by the Internal Revenue Code of 1986, as amended
(the “Code”), including without limitation certain payment reductions to prevent
the payments from being nondeductible by the Bank for federal income tax
purposes under Section 280G of the Code and certain limitations to insure that
the timing of the payments complies either with (i) short-term deferral payment
treatment rules or voluntary window program exceptions under the Code, or (ii)
with Section 409A of the Code.
Under
the
Agreements, the Bank must require any successor or assign to assume and agree
to
perform the Agreements. The Agreements also include a binding arbitration
provision for the resolution of any disputes.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
|
|
|
10.1
|
|
Change
in Control Agreement (Mark T. Gorski)
|
10.2
|
|
Change
in Control Agreement (Charles R. Farber)
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
Date:
January 23, 2008
|
HOME
FEDERAL BANCORP
|
|
|
|
|
By:
|
/s/
John K. Keach Jr.
|
|
Printed:
|
John
K. Keach Jr.
|
|
Title:
|
Chairman/CEO
|
EXHIBIT
INDEX
|
|
|
|
Location
|
10.1
|
|
Change
in Control Agreement (Mark T. Gorski)
|
|
Attached
|
10.2
|
|
Change
in Control Agreement (Charles R. Farber)
|
|
Attached
|
Home Federal Bancorp (MM) (NASDAQ:HOMF)
Historical Stock Chart
From May 2024 to Jun 2024
Home Federal Bancorp (MM) (NASDAQ:HOMF)
Historical Stock Chart
From Jun 2023 to Jun 2024
Real-Time news about Home Federal Bancorp (MM) (NASDAQ): 0 recent articles
More Home Federal Bancorp News Articles