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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF
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THE
SECURITIES EXCHANGE ACT OF 1934
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Date
of Report (Date of earliest event reported): March 17, 2008
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1st
Source Corporation
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(Exact
name of registrant as specified in its charter)
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Indiana
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0-6233
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35-1068133
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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100
North Michigan Street, South Bend,
Indiana 46601
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(Address
of principal executive offices) (Zip
Code)
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574-235-2000
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(Registrant's
telephone number, including area code)
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Not
Applicable
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(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 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Employment
Agreement with Christopher J. Murphy III
1st
Source Corporation (the "Company") has entered into an employment agreement,
dated January 1, 2008 (the "Employment Agreement"), setting forth the terms
under which Christopher J. Murphy III will continue employment with the
titles of Chairman of the Board, President and Chief Executive Officer of the
Company and Chairman of the Board and Chief Executive Officer of the Company’s
subsidiary, lst Source Bank and agrees that Executive will serve as a director
of both the Company and 1st Source Bank. The Employment Agreement is effective
January 1, 2008 and automatically renews for subsequent one-year terms unless
either party gives written notice of non-renewal on or before September 30 of
the then-current term, in which case no further automatic extension shall occur
and the term of the Employment Agreement shall end on December 31 of the
third year following the year during which the Non-Renewal Notice is
given. The Employment Agreement provides for an annual base salary of
$640,000, participation on a “phantom” basis in Employer’s Executive
Incentive Plan at a minimum “partnership” rate of 30% of base
salary, and participation, at a level commensurate with his position, in all
benefit plans Employer presently has or hereafter adopts for its officers or
employees, including (without limitation) pension, profit sharing, stock option
or any group life or health insurance, hospitalization or other similar
plans.
The
Employment Agreement is filed herewith as Exhibit 10.1 and this disclosure is
qualified in its entirety by reference to the Employment
Agreement.
Employment
Agreement with Wellington D. Jones III
1st
Source Corporation (the "Company") has entered into an employment agreement,
dated January 1, 2008 (the "Employment Agreement"), setting forth the terms
under which Wellington D. Jones III will continue employment as Executive Vice
President of the Company and the President and Chief Operating Officer of the
Company’s subsidiary, 1st Source Bank. The Employment Agreement is
effective January 1, 2008 and automatically renews for subsequent one-year terms
unless either party gives written notice of non-renewal on or before September
30 of the then-current term, in which case no further automatic extension shall
occur and the term of the Employment Agreement shall end on December 31 of
such year. The Employment Agreement provides for an annual base salary of
$359,000, participation in the Employer’s Executive Incentive Plan at a
“partnership” rate of 25% of Base Salary for purposes of determining awards
under the Plan, and participation, at a level commensurate with his position, in
all benefit plans the Company presently has or hereafter adopts for its officers
or employees, including (without limitation) directors and officers liability
insurance, pension, profit sharing, stock option or any group life or health
insurance, hospitalization or other similar plans.
The
Employment Agreement is filed herewith as Exhibit 10.2 and this disclosure is
qualified in its entirety by reference to the Employment Agreement.
Employment
Agreement with Larry E. Lentych
1st
Source Corporation (the "Company") has entered into an employment agreement,
dated January 1, 2008 (the "Employment Agreement"), setting forth the terms
under which Larry E. Lentych will continue employment as Senior Vice President
and Chief Financial Officer of the Company and the Company’s subsidiary,
1st Source Bank. The Employment Agreement is effective January 1, 2008 and
automatically renews for subsequent one-year terms unless either party gives
written notice of non-renewal on or before September 30 of the then-current
term, in which case no further automatic extension shall occur and the term of
the Employment Agreement shall end on December 31 of such year. The
Employment Agreement provides for an annual base salary of $219,000,
participation in the Employer’s Executive Incentive Plan at a “partnership” rate
of 20% of Base Salary for purposes of determining awards under the Plan, and
participation, at a level commensurate with his position, in all benefit plans
the Company presently has or hereafter adopts for its officers or employees,
including (without limitation) directors and officers liability insurance,
pension, profit sharing, stock option or any group life or health insurance,
hospitalization or other similar plans.
The
Employment Agreement is filed herewith as Exhibit 10.4 and this disclosure is
qualified in its entirety by reference to the Employment Agreement.
Employment
Agreement with Richard Q. Stifel
1st
Source Corporation (the "Company") has entered into an employment agreement,
dated January 1, 2008 (the "Employment Agreement"), setting forth the terms
under which Richard Q. Stifel will continue employment as Executive Vice
President, Loan Services Group and Chief Credit Officer of the Company’s
subsidiary, 1st Source Bank. The Employment Agreement is effective January
1, 2008 and automatically renews for subsequent one-year terms unless either
party gives written notice of non-renewal on or before September 30 of the
then-current term, in which case no further automatic extension shall occur and
the term of the Employment Agreement shall end on December 31 of such year.
The Employment Agreement provides for an annual base salary of $245,206,
participation in the Employer’s Executive Incentive Plan at a “partnership” rate
of 20% of Base Salary for purposes of determining awards under the Plan,
and participation, at a level commensurate with his position, in all
benefit plans the Company presently has or hereafter adopts for its officers or
employees, including (without limitation) directors and officers liability
insurance, pension, profit sharing, stock option or any group life or health
insurance, hospitalization or other similar plans.
The
Employment Agreement is filed herewith as Exhibit 10.5 and this disclosure is
qualified in its entirety by reference to the Employment Agreement.
Employment
Agreement with John B. Griffith
1st
Source Corporation (the "Company") has entered into an employment agreement,
dated January 1, 2008 (the "Employment Agreement"), setting forth the terms
under which John B. Griffith will continue employment as Secretary and General
Counsel of the Company and the Senior Vice President, Secretary and General
Counsel of the Company’s subsidiary, lst Source Bank. The Employment Agreement
is effective January 1, 2008 and automatically renews for subsequent one-year
terms unless either party gives written notice of non-renewal on or before
September 30 of the then-current term, in which case no further automatic
extension shall occur and the term of the Employment Agreement shall end on
December 31 of such year. The Employment Agreement provides for an annual
base salary of $270,000, participation in the Employer’s Executive Incentive
Plan at a “partnership” rate of 20% of Base Salary for purposes of determining
awards under the Plan, and participation, at a level commensurate with his
position, in all benefit plans the Company presently has or hereafter adopts for
its officers or employees, including (without limitation) directors and officers
liability insurance, pension, profit sharing, stock option or any group life or
health insurance, hospitalization or other similar plans.
The
Employment Agreement is filed herewith as Exhibit 10.6 and this disclosure is
qualified in its entirety by reference to the Employment Agreement.
ITEM
9.01 Financial
Statements and Exhibits
(a)Exhibits
10.1
Employment Agreement dated January 1, 2008 between 1st Source Corporation and
Christopher J. Murphy III.
10.2
Employment Agreement dated January 1, 2008 between 1st Source Corporation and
Wellington D. Jones III.
10.4
Employment Agreement dated January 1, 2008 between 1st Source Corporation and
Larry E. Lentych.
10.5
Employment Agreement dated January 1, 2008 between 1st Source Corporation and
Richard Q. Stifel.
10.6
Employment Agreement dated January 1, 2008 between 1st Source Corporation and
John B. Griffith.
SIGNATURE
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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1st SOURCE CORPORATION
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(Registrant)
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Date: March 17, 2008
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/s/LARRY
E. LENTYCH
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Larry
E. Lentych
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Treasurer
and Chief Financial Officer
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Principal
Accounting Officer
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