Unassociated Document
1UNITED
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): October 7,
2009
FIRST SAVINGS FINANCIAL
GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Indiana
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001-34155
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37-1567871
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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501
East Lewis & Clark Parkway, Clarksville,
Indiana
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47129
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (812)
283-0724
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:
¨ 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))
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Item
5.02
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
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On October 7, 2009, First Savings
Financial Group, Inc. (the “Company”) and its wholly owned subsidiary, First
Savings Bank, F.S.B. (the “Bank”), entered into amended and restated employment
agreements with (i) Larry W. Myers, President and Chief Executive Officer of the
Company and the Bank, and (ii) John P. Lawson, Jr., Chief Operations Officer of
the Company and the Bank, which amend and restate the employment agreements
previously entered into with Messrs. Myers and Lawson on October 7, 2008, and
previously filed under cover of a Form 8-K on October 10, 2008. The
amended and restated employment agreements contain the following
amendments:
(1) Under
Section 3.4. of Mr. Myers’ agreement, “voluntary termination with goodreason”
was amended to include the following occurrences: (a) a change in theexecutive’s
reporting responsibilities so that the executive reports to an officer or
employee instead of reporting directly to the Board of Directors or (b) any
other action or inaction that constitutes a material breach by the employer
under the agreement.
(2) Under
Section 3.4 of Mr. Lawson’s agreement, “voluntary termination with goodreason”
was amended to include the following occurrences: (a) a material diminution
inthe authority, duties or responsibilities of the supervisor to whom the
executive is required to report or (b) any other action or inaction that
constitutes a material breach by the employer under the agreement.
(3) Section
7.2 of Messrs. Myers’ and Lawson’s amended and restated employmentagreements
amends the definition of “territory” for purposes of the covenant not tocompete
for one year after employment termination to encompass Clark, Floyd, Crawford,
Harrison, Washington, Perry, Dubois, Orange, Lawrence, Jackson, Scott and
Jefferson Counties in Indiana.
On October 7, 2009, the Company and the
Bank entered into employment agreements with Anthony A. Schoen, Chief Financial
Officer of the Company and the Bank, and Samuel E. Eckart, Executive Vice
President of the Company and Area President of the Bank. Mr. Eckart
is the former President and Chief Executive Officer of Community First Bank,
Corydon, Indiana, which the Bank acquired effective September 30,
2009. Effective upon the acquisition of Community First Bank, Mr.
Eckart was also appointed to the Board of Directors of the Company and the
Bank. The employment agreements for Messrs. Schoen and Eckart are
substantially similar to each other, as well as to the amended and restated
employment agreements with Messrs. Myers and Lawson. The employment
agreement with Mr. Schoen replaces the change in control agreement between the
Bank and Mr. Schoen, which was entered into on October 7, 2008 and previously
filed under cover of a Form 8-K on October 10, 2008.
The employment agreements for Messrs.
Schoen and Eckart provide for a three-year term, subject to annual renewal by
the board of directors for an additional year beyond the then-current expiration
date. The agreements provide for an annual base salary of not less than $80,000
for Mr. Schoen and $175,000 for Mr. Eckart. The agreements also
provide for participation in employee benefit plans and programs maintained for
the benefit of employees and senior management personnel, including incentive
compensation, health and welfare benefits, retirement benefits and certain
fringe benefits as described in the agreements.
Upon termination of Messrs. Schoen’s or
Eckart’s (the “executive’s”) employment for “cause,” as defined in the
agreements, he will receive his salary through the date on which the termination
becomes effective and reimbursement of expenses to which he is entitled when the
termination is effective. If the executive is terminated for reasons
other than cause, or if he resigns after the occurrence of specified
circumstances that constitute good reason, he will continue to receive his base
salary for the remaining unexpired term of the agreement. If the
executive terminates employment without good reason, he will be entitled to
receive his base salary and expense reimbursement to which he is entitled
through the date on which the termination becomes effective.
In the event of the executive’s death,
his employment agreement will automatically terminate and his spouse, or if
there is no surviving spouse, his estate, will receive any base salary or
expense reimbursement due to him through the end of the month in which his death
occurred. If the executive’s employment is terminated due to
disability, during the period of incapacity leading up to termination, he is
entitled to his base salary and all perquisites and other benefits (other than
bonus) until he becomes eligible for benefits under any disability plan or
insurance program maintained by the Company or the Bank, provided that the
amount of the payments will be reduced by the amount of any payments made to the
executive for the same period under any disability benefit or pension
plan.
Under the employment agreements, if, in
connection with or following a change in control (as described in the
agreement), the Company or the Bank terminate the executive without cause or if
he terminates employment voluntarily under certain circumstances specified in
the agreements, he will receive a severance payment equal to three times his
average annual taxable compensation for the five preceding taxable
years.
In addition to the severance payments
described above, if the executive’s employment terminates involuntarily without
cause or voluntarily but with good reason or because of disability, he and his
dependents will receive continued medical insurance coverage until the earlier
of (i) the date he becomes eligible for Medicare, (ii) his death, or (iii) the
end of the remaining term of the employment agreements.
Section 280G of the Internal
Revenue Code provides that severance payments that equal or exceed three times
the individual’s base amount are deemed to be “excess parachute payments” if
they are contingent upon a change in control. Individuals receiving excess
parachute payments are subject to a 20% excise tax on the amount of the payment
in excess of the base amount, and the employer would not be entitled to deduct
such amount. The executive’s agreement provides for the reduction, at
his election, of change in control payments made to him to the extent necessary
to ensure that he will not receive “excess parachute payments,” which otherwise
would result in the imposition of an excise tax. If the executive
does not elect to reduce the payments, the payments may be subject to the excise
tax.
Upon termination of employment (other
than termination in connection with a change in control), the executive will be
required to adhere to a one-year non-competition provision.
Copies of Messrs. Myers’ and Lawson’s
amended and restated employment agreements and Messrs. Schoen’s and Eckart’s
employment agreements are attached to this report as Exhibits 10.1 through 10.4
and are incorporated by reference into this Item 5.02.
Item
9.01. Financial Statements and
Exhibits.
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Number
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Description
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10.1
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Amended
and Restated Employment Agreement by and between First Savings Financial
Group, Inc., First Savings Bank, F.S.B. and Larry W. Myers, dated October
7, 2009
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10.2
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Amended
and Restated Employment Agreement by and between First Savings Financial
Group, Inc., First Savings Bank, F.S.B. and John P. Lawson, Jr., dated
October 7, 2009
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10.3
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Employment
Agreement by and between First Savings Financial Group, Inc., First
Savings Bank, F.S.B. and Anthony A. Schoen, dated October 7,
2009
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10.4
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Employment
Agreement by and between First Savings Financial Group, Inc., First
Savings Bank, F.S.B. and Samuel E. Eckart, dated October 7,
2009
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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.
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FIRST
SAVINGS FINANCIAL GROUP, INC.
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Dated:
October 8, 2009
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By:
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Chief
Financial Officer
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