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): September 20, 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 September 20, 2006, 1st Independence Financial Group, Inc. (the "Company")
granted an award of 500 shares of restricted stock each to Matthew C. Chalfant,
Jack L. Coleman, Jr., Thomas Les Letton, Stephen R. Manecke, Charles L. Moore,
II, Ronald L. Receveur, W. Dudley Shryock and H. Lowell Wainwright, Jr., who are
each a non-employee director of the Company, pursuant to its Restricted
Stock Plan (the "Plan"). In connection therewith, the Company entered into a
Restricted Stock Award Agreement (the "Agreement") with each of the named
directors. The summary of the material terms of the Plan and the Agreement which
follows is qualified in its entirety by the terms of the Plan and the form of
the Agreement which are incorporated herein by reference and are attached as
Exhibits 10.1 and 10.2, respectively.
Any current or future officer, key employee or non-employee director of the
Company or any of its subsidiaries designated by the Compensation Committee
of the Board of Directors is eligible to be selected to participate in the Plan
and to receive an award under the Plan. No awards under the Plan may be
assigned, transferred or pledged nor can a lien, security interest or right to
acquire be placed on an award until such shares become fully vested.
Participation in the Plan does not confer upon any participant a right to
continued employment by the Company or any of its subsidiaries.
The Plan solely permits the award of restricted stock. Awards of restricted
stock under the Plan and the Agreement may be granted with or without a purchase
price that must be paid for the shares of restricted stock after they have
become vested.
Subject to adjustment in the event of a change in the capitalization of the
Company, a maximum aggregate of 80,500 shares may be granted under the Plan.
If a restricted stock award does not vest and is forfeited, the shares subject
to that award will be available for new grants under the Plan.
Unless otherwise provided in the Agreement or determined by the Compensation
Committee, restricted stock awarded under the Plan will become vested upon
completion of years of service for the Company in accordance with the
following schedule:
Years of Service Vested Forfeited
From Grant Date Percentage Percentage
---------------- ------------ ------------
Less than 1 0% 100%
1 20 80
2 40 60
3 60 40
4 80 20
5 100 0
Restrictions on the shares of restricted stock will lapse and the shares will
become fully vested upon the earliest to occur of a change in control of the
Company, the participant's death, disability or when the shares of
restricted stock become fully vested based on the participant's years of
service. If a participant's employment with the Company or one of its
subsidiaries is terminated for any reason other than because of disability or
death, his or her unvested awards will be forfeited as set forth in the Plan.
Provided, however, if the participant terminates employment for a reason other
than Cause (as defined in the Plan), the Compensation Committee may in its
discretion, by amending the restricted stock agreement, provide that the
participant's unvested shares of restricted stock are not forfeited on
termination of employment and that the shares will vest at the earliest of the
time prescribed by the Compensation Committee in the amended agreement, or on
the participant's death or disability. Such an amendment must also provide that
if the participant violates any non-compete or non-solicitation provision or any
other provision in the amended restricted stock agreement, all shares that were
not vested when the participant terminated employment will be forfeited
immediately.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
----------- -----------
10.1 1st Independence Restricted Stock Plan.
10.2 Form of Restricted Stock Award Agreement.
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: September 26, 2006 By: /s/ R. Michael Wilbourn
--------------------------
R. Michael Wilbourn
Executive Vice President
and Chief Financial Officer
Exhibit Index
Exhibit
Number Description
-------- -----------------------------------------
10.1 1st Independence Restricted Stock Plan.
10.2 Form of Restricted Stock Award Agreement.