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 7, 2008
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.)
8620 Biggin Hill Lane, Louisville, Kentucky 40220-4117
(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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 31, 2007, 1st Independence Financial Group, Inc. (the "Company"),
entered into the First Amendment of the N. William White Employment Agreement,
First Amendment of the R. Michael Wilbourn Employment Agreement and First
Amendment of the Kathy L. Beach Employment Agreement (collectively, the "First
Amendments"). The First Amendments amend the prior employment agreements (the
"Prior Agreements") between the Company and each of the foregoing executives to
comply with the provisions of Section 409A of the Internal Revenue Code of 1986,
as amended ("Section 409A").
The Prior Agreements were amended to: (i) change the definition of "Change in
Control" to conform to the definition provided in Section 409A; (ii) provide
that a lump sum severance payment will be made to each executive upon the
occurrence of a Change in Control rather than upon termination of the executive
officer's employment following a Change in Control; (iii) add a six-month
waiting period for payments of deferred compensation to an executive officer
upon his or her termination of employment; (iv) remove the executive officers'
discretion in electing payment in a lump sum or installments; and (v) clarify
that certain reimbursements are not subject to Section 409A.
The foregoing description of the amendments to the Prior Agreements is
qualified in its entirety by reference to the First Amendments, which are
attached as Exhibits 10.1, 10.2, and 10.3 hereto and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(a) - (c) Not applicable.
(d) Exhibits.
10.1 First Amendment of the N. William White Employment Agreement.
10.2 First Amendment of the R. Michael Wilbourn Employment Agreement.
10.3 First Amendment of the Kathy L. Beach Employment 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: January 7, 2008 By: /s/ R. Michael Wilbourn
--------------------------
R. Michael Wilbourn
Executive Vice President
and Chief Financial Officer
Exhibit Index
Exhibit
Number Description
-------- -----------------------------------------
10.1 First Amendment of the N. William White Employment Agreement.
10.2 First Amendment of the R. Michael Wilbourn Employment Agreement.
10.3 First Amendment of the Kathy L. Beach Employment Agreement.