UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report: April 19, 2006
NORTHWEST
INDIANA BANCORP
(Exact
name of registrant as specified in its charter)
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Indiana
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000-26128
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35-1927981
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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9204
Columbia Avenue
Munster,
Indiana 46321
(Address
of principal executive offices) (Zip Code)
(219)
836-4400
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement
On
April
19, 2006, Northwest Indiana Bancorp (the “Bancorp”) and its wholly-owned
subsidiary, Peoples Bank SB (the “Bank”), entered into an employment agreement
(the “Employment Agreement’) with David A. Bochnowski, their Chief Executive
Officer (the “Employee”), which supersedes and replaces an employment agreement
with Mr. Bochnowski originally entered into in March 1988 and amended in 1992.
The Employment Agreement has a three-year term and provides for daily extensions
to maintain its three-year term unless the Bank or the Employee gives written
notice not to continue such extensions. The Employment Agreement provides for
a
base salary of $335,000 per year, subject to increases awarded by the Board
of
Directors and possible decreases based on operating results before a change
of
control of the Bank. The Employee is also entitled to discretionary bonuses,
customary fringe benefits and vacation leave. The Bank will continue to pay
the
premiums on life insurance policies insuring the Employee providing for current
benefits of approximately $1.8 million.
The
Employment Agreement is terminable by the Bank for cause, defined as (i) the
Employee’s commission of an act materially and demonstrably detrimental to the
Bank or its subsidiaries constituting gross negligence or willful misconduct
of
the Employee in the performance of his material duties to the Bank or (ii)
the
Employee’s conviction of a felony involving moral turpitude.
If
the
Employment Agreement terminates because of the Employee’s death or disability,
because he is discharged for cause, or because of the Employee’s resignation
without Good Reason (as defined below), the Bank is to pay the Executive any
amounts owed to him under the Employment Agreement through his date of
termination. In addition, if the agreement terminates because of the Employee’s
death, within 30 days of Employee’s death the Bank is to pay the Employee’s
estate or heirs a cash lump sum equal to his then-current annual base salary
and
the amount of his most recent annual bonus. In addition, if the Employee’s
employment terminates because of his disability, he will be entitled to a cash
bonus equal to his most recent annual bonus, compensation until the earlier
of
his death or attainment of age 70 equal to 66% of his current base salary and
annual bonus, and continuation of welfare benefits and senior executive
perquisites that would have been provided to Executive had he remained employed
during such period, reduced by any payments made to the Employee under the
Bank’s disability policies or programs.
If
the
Employee is discharged without cause or resigns for Good Reason (defined as
the
failure to re-elect him as Chairman and Chief Executive Officer or as a director
of the Board of Directors of the Bank, a substantial diminution in the
Employee’s responsibilities or duties, a material breach by the Bank of the
agreement, or the Bank’s decision to terminate the daily extension of the
agreement), in addition to the benefits described in the preceding paragraph,
as
applicable, the Employee will be entitled to (1) a cash bonus equal to the
most
recent annual bonus received by the Employee, (2) a lump sum amount equal to
three times his then-current salary and recent annual bonus, (3) continuation
for three years of welfare benefits and senior executive perquisites at least
equal to those that would have been provided if he remained employed during
that
period, (4) a payment required to prefund future premiums on the life insurance
policies described above likely to become due prior to the Employee attaining
age 66, and (5) outplacement services at the expense of the Bank.
The
Employment Agreement provides that if the Employee’s employment terminates for
any reason after a Change of Control of the Bank, the Employee shall receive
the
benefits as provided above, except that unless his benefits would thereby be
reduced, the computations will be made by using the Employee’s most recent
annual bonus before the Change of Control and welfare benefits and senior
executive benefits to be continued during the specified period will be provided
based on those benefits in effect immediately prior to the Change of Control
of
the Bank.
If
Internal Revenue Code Section 280G (which generally applies to certain severance
payments triggered by a change in control) would cause the payments to be made
to the Employee to be subject to an excise tax as imposed by Internal Revenue
Code Section 4999, the Employee’s compensation will be “grossed up” to make him
whole with respect to such taxes.
During
a
period of one year following his termination of employment, the Employee may
not
solicit or induce any employees or customers of the Bank to leave the
Bank.
A
copy of
the Employment Agreement is attached hereto as Exhibit 10.1 and incorporated
herein by this reference.
Item
9.01. Financial
Statements and Exhibits
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(c)
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Exhibits
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Exhibit
No.
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10.1
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Employment
Agreement dated April 19, 2006, among NorthWest Indiana Bancorp,
Peoples
Bank SB, and David A.
Bochnowski.
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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.
Date:
April 19, 2006
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NORTHWEST
INDIANA BANCORP
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By:
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/s/
David
A. Bochnowski |
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Name:
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David
A. Bochnowski
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Title:
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Chairman
of the Board and Chief Executive
Officer
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