RIVR (MM)

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

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:

On October 26, 2015, River Valley Bancorp (“River Valley”) and German American Bancorp, Inc. (“GABC”) jointly announced the signing of a definitive agreement on October 26, 2015 (the “Merger Agreement”) pursuant to which River Valley will be merged with and into GABC (the “Merger”). Simultaneously with the Merger, River Valley Financial Bank, an Indiana bank and wholly owned subsidiary of River Valley (the “Bank”), will merge with and into German American Bancorp, an Indiana bank and wholly owned subsidiary of GABC.

In connection with negotiations with respect to the Agreement, GABC expressed concerns that the non-compete provisions in the Bank’s existing employment agreements with Matthew P. Forrester, Anthony D. Brandon and John Muessel (the “Employees”) may expire following the closing of the Merger, pursuant to the terms of those agreements.  Although the Employees have negotiated and agreed to sign and deliver new employment contracts containing non-compete and non-solicitation provisions acceptable to GABC prior to closing of the Merger and such signing and delivery is a condition precedent to the closing of the Merger, GAB has requested protection against the possibility that the Employees would sign and deliver those new contracts but not report to work following the Closing. Accordingly, GABC requested that River’s existing employment agreements with the Employees be amended to add non-compete and non-solicitation provisions consistent with those negotiated in the new employment contracts. These will remain effective after the closing of the Merger only if the employee does not report to work after the Closing, and will expire once the Employee reports to work following the Closing.  Accordingly, on October 26, 2015, the Board of Directors of River approved amendments providing such protection for GABC.  The amendments were delivered to GABC on October 26, 2015.

In addition, on October 26, 2015, pursuant to the Merger Agreement, the Board of Directors of the Bank amended (the “First Amendment”) the River Valley Financial Bank Salary Continuation Agreement dated January 25, 2007, between the Bank and Matthew P. Forrester (“Mr. Forrester”) (the “Salary Continuation Agreement”), effective as of October 27, 2015. Under the Salary Continuation Agreement, prior to the First Amendment, Mr. Forrester would have been entitled to his normal retirement benefit under the Salary Continuation Agreement totaling $750,000 if his employment were terminated after a change in control of the Bank (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), payable in a lump sum within 30 days after his termination of employment. Any payments made upon a change in control would have been subject to reduction to avoid adverse tax consequences under Section 280G of the Code.

The First Amendment provides that, assuming Mr. Forrester is employed through at least October 27, 2016, the change in control provision in the Salary Continuation Agreement will not be effective. In that event, if Mr. Forrester’s employment is terminated after October 27, 2016, and before age sixty-two, he will receive only his Accrued Balance under the Salary Continuation Agreement, payable in a lump sum, whether or not there is a change in control. If Mr. Forrester’s employment is terminated after age sixty-two, but before age sixty-five, he will receive his Accrued Balance payable over 15 years, whether or not there is a change in control. If Mr. Forrester’s employment is terminated after age sixty-five, he will receive $50,000 per year over a 15-year period, whether or not there is a change in control. As required under Section 409A of the Code, the payment of each of these benefits under the Salary Continuation Agreement, as amended by the First Amendment, will be delayed five years after they would otherwise have been made under the Agreement.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

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.

 

 

EXHIBIT INDEX

Exhibit 10.1

 

 

First Amendment To Amended and Restated
Employment Agreement

This First Amendment to Amended and Restated Employment Agreement is by and among River Valley Financial Bank, an Indiana commercial bank (the “Bank”), Matthew P. Forrester (“Employee”), and River Valley Bancorp, an Indiana corporation (the “Holding Company”).

Whereas, Bank and Employee entered into an Amended and Restated Employment Agreement dated as of November 20, 2007 (the “Employment Agreement”);

Whereas, the parties desire to make an additional change to the Employment Agreement;

Now, Therefore, in consideration of the premises and the mutual promises herein contained, the parties agree that the Employment Agreement shall be, and it hereby is, amended as follows:

The term “Restricted Period” as used herein shall refer to a period of thirty-six (36) months from the termination of Employee’s employment with the Bank in connection with a Change of Control.

The term “Business” as used herein shall refer to the Bank’s financial services and/or products (including personal banking, business banking, commercial lending, personal lending, mortgage loan origination, financial advising, investment and/or insurance services and/or products) which are the same or substantially similar to, or the functional equivalent or alternative for, those financial services Employee performed and/or those financial products marketed and/or offered by Employee for or on behalf of the Bank at any time during the twelve (12) month period immediately preceding the termination of Employee’s employment with the Bank.

The term “Competitor” as used herein shall refer to any individual or entity that engages in the business of providing financial services and/or products, including personal and business banking, commercial and personal lending, mortgage loan origination, financial advising, investment and/or insurance services and/or products.

The term “Client” as used herein shall refer to any individual or entity: (i) who the Bank does Business with at the time of Employee’s

termination of employment or at any time during the twelve (12) month period immediately preceding Employee’s termination of employment; and (ii) which Employee did Business with on behalf of the Bank at the time of Employee’s termination of employment or at any time during the twelve (12) month period immediately preceding Employee’s termination of employment, or which Employee had access to any Confidential Information regarding.

The term “Potential Client” as used herein shall refer to any individual or entity: (i) who the Bank has solicited, approached, or contracted concerning the possibility of doing Business with at the time of Employee’s termination of employment or at any time during the twelve (12) month period immediately preceding Employee’s termination of employment; and (ii) which Employee was involved in any such solicitation, approach or contact, or which Employee had access to any Confidential Information regarding.”

In Witness Whereof, the parties have caused this First Amendment to be executed, delivered and effective as of the 26th day of October, 2015.

Exhibit 10.2

 

 

First Amendment To Amended and Restated
Employment Agreement

This First Amendment to Amended and Restated Employment Agreement is by and among River Valley Financial Bank, an Indiana commercial bank (the “Bank”), Anthony D. Brandon (“Employee”), and River Valley Bancorp, an Indiana corporation (the “Holding Company”).

Whereas, Bank and Employee entered into an Amended and Restated Employment Agreement dated as of November 20, 2007 ( the “Employment Agreement”);

Whereas, the parties desire to make an additional change to the Employment Agreement;

Now, Therefore, in consideration of the premises and the mutual promises herein contained, the parties agree that the Employment Agreement shall be, and it hereby is, amended as follows:

The term “Restricted Non-Competition Period” as used herein shall refer to a period of twelve (12) months from the termination of Employee’s employment with the Bank in connection with a Change of Control.

The term “Restricted Non-Solicitation Period” as used herein shall refer to a period of twenty-four (24) months from the termination of Employee’s employment with the Bank in connection with a Change of Control.

Subject to the provisions below, the term “Restricted Area” as used herein shall refer to a forty mile radius of Madison, Indiana.

The term “Business” as used herein shall refer to the Bank’s financial services and/or products (including personal banking, business banking, commercial lending, personal lending, mortgage loan origination, financial advising, investment and/or insurance services and/or products) which are the same or substantially similar to, or the functional equivalent or alternative for, those financial services Employee performed and/or those financial products marketed and/or offered by Employee for or on behalf of the Bank at

any time during the twelve (12) month period immediately preceding the termination of Employee’s employment with the Bank.

The term “Competitor” as used herein shall refer to any individual or entity that engages in the business of providing financial services and/or products, including personal and business banking, commercial and personal lending, mortgage loan origination, financial advising, investment and/or insurance services and/or products.

The term “Client” as used herein shall refer to any individual or entity: (i) who the Bank does Business with at the time of Employee’s termination of employment or at any time during the twelve (12) month period immediately preceding Employee’s termination of employment; and (ii) which Employee did Business with on behalf of the Bank at the time of Employee’s termination of employment or at any time during the twelve (12) month period immediately preceding Employee’s termination of employment, or which Employee had access to any Confidential Information regarding.

The term “Potential Client” as used herein shall refer to any individual or entity: (i) who the Bank has solicited, approached, or contracted concerning the possibility of doing Business with at the time of Employee’s termination of employment or at any time during the twelve (12) month period immediately preceding Employee’s termination of employment; and (ii) which Employee was involved in any such solicitation, approach or contact, or which Employee had access to any Confidential Information regarding.

In Witness Whereof, the parties have caused this Second Amendment to be executed, delivered and effective as of the 26th day of October, 2015.

Exhibit 10.3

 

 

 

Second Amendment To Amended and Restated
Employment Agreement

This Second Amendment to Amended and Restated Employment Agreement is by and among River Valley Financial Bank, an Indiana commercial bank (the “Bank”), John Muessel (“Employee”), and River Valley Bancorp, an Indiana corporation (the “Holding Company”).

Whereas, Bank and Employee entered into an Amended and Restated Employment Agreement dated as of November 20, 2007 and amended that agreement as of September 17, 2009 (such Employment Agreement, as so amended, shall be referred to as Employment Agreement);

Whereas, the parties desire to make an additional change to the Employment Agreement;

Now, Therefore, in consideration of the premises and the mutual promises herein contained, the parties agree that the Employment Agreement shall be, and it hereby is, amended as follows:

twelve (12) month period immediately preceding the termination of Employee’s employment with the Bank.

Subject to the provisions below, the term “Restricted Non-Competition Period” and “Restricted Non-Solicitation Period” as used herein shall refer to a period of thirty-six (36) months from the termination of Employee’s employment with the Bank in connection with a Change of Control.

Subject to the provisions below, the term “Restricted Area” as used herein shall refer to a forty mile radius of Madison, Indiana.

The term “Business” as used herein shall refer to the Bank’s financial services and/or products (including personal banking, business banking, commercial lending, personal lending, mortgage loan origination, financial advising, investment and/or insurance services and/or products) which are the same or substantially similar to, or the functional equivalent or alternative for, those financial services Employee performed and/or those financial products marketed and/or offered by Employee for or on behalf of the Bank at any time during the twelve (12) month period immediately preceding the termination of Employee’s employment with the Bank.

The term “Competitor” as used herein shall refer to any individual or entity that engages in the business of providing financial services and/or products, including personal and business banking, commercial and personal lending, mortgage loan origination, financial advising, investment and/or insurance services and/or products.

The term “Client” as used herein shall refer to any individual or entity: (i) who the Bank does Business with at the time of Employee’s termination of employment or at any time during the twelve (12) month period immediately preceding Employee’s termination of employment; and (ii) which Employee did Business with on behalf of the Bank at the time of Employee’s termination of employment or at any time during the twelve (12) month period immediately preceding Employee’s termination of employment, or which Employee had access to any Confidential Information regarding.

The term “Potential Client” as used herein shall refer to any individual or entity: (i) who the Bank has solicited, approached, or contracted concerning the possibility of doing Business with at the time of Employee’s termination of employment or at any time during the twelve (12) month period immediately preceding Employee’s termination of employment; and (ii) which Employee was involved in any such solicitation, approach or contact, or which Employee had access to any Confidential Information regarding.”

In Witness Whereof, the parties have caused this Second Amendment to be executed, delivered and effective as of the 26th day of October, 2015.

FIRST AMENDMENT TO THE
RIVER VALLEY FINANCIAL BANK
SALARY CONTINUATION AGREEMENT

Pursuant to rights reserved under Section 8.1 of the River Valley Financial Bank Salary Continuation Agreement (the “Agreement”), River Valley Financial Bank (the “Bank”) and Matthew P. Forrester (“Forrester”) hereby amend Section 2.5 of the Agreement by adding to the end thereof the following:

“Notwithstanding anything to the contrary in the foregoing, this Section 2.5 shall not apply to any Separation from Service that occurs after October 27, 2016.  Any benefit payable with respect to a Separation from Service that occurs on or after October 27, 2016, shall be paid without regard to this Section 2.5 and at such time and in such manner as otherwise provided in Section 2.1, Section 2.2, or Section 2.3, subject to the delayed commencement of payment required by Section 2.8(b).  For purposes of clarification, the delay in the commencement of payment under Section 2.8(b) shall be applied with respect to any installment form of payment by delaying payment of all installment payments otherwise due during the five year period beginning on the date the first installment payment is otherwise scheduled to be made and making those delayed installment payments in a single lump sum on the day that is five years and one day after the date the first installment payment was otherwise scheduled to have been made.  Any remaining installments shall be payable as otherwise scheduled.”

In addition, the Bank and Forrester hereby amend Section 1.11 of the Agreement by adding to the end thereof the following:

“Notwithstanding anything to the contrary in the foregoing, for any Separation of Service that occurs after October 27, 2016, “Early Termination” means Separation from Service before Early Retirement Age except when such Separation from Service occurs due to death, Termination for Cause or Disability.”

This Amendment has been executed and is effective this 27th day of October, 2015.

 

 

 

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