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 (Date of earliest event reported): April 19, 2011
THE NATIONAL BANK OF INDIANAPOLIS
CORPORATION
(Exact name of registrant as
specified in its charter)
| Indiana | 000-21671 | 35-1887991 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 107 North Pennsylvania
Street, Suite 700 Indianapolis, Indiana |
46204 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (317) 261-9000
| (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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 Arrangement of Certain Officers.
(e) 2011 Bonus Arrangements. On April 19, 2011, the Compensation Committee of The National Bank of Indianapolis Corporation (the “Company”) approved the terms and conditions for the 2011 Incentive Bonus Plan, the 2011 Discretionary Bonus Plan, and the 2011 Top Management Bonus Plan. Following is a description of such plans.
2011 Incentive Bonus Plan
All employees of the Company and the Bank are eligible to participate in the 2011 Incentive Bonus Plan. To be eligible to receive awards under the 2011 Incentive Bonus Plan, an individual must be employed by the Company or the Bank at December 31, 2011. Under the terms of the 2011 Incentive Bonus Plan, all participating employees will receive a specified percentage of their annual salary up to a maximum of 20%, depending upon the net income of the Bank. The 2011 Incentive Bonus Plan provides that all individuals will receive the same percentage of their annual salary as the bonus payment.
2011 Discretionary Bonus Plan
The 2011 Discretionary Bonus Plan is used to reward individuals who have provided performance critical to the success of the Company and the Bank, and to keep compensation amounts competitive by supplementing the amounts received under the 2011 Incentive Bonus Plan. The individuals who are eligible to receive a bonus payment pursuant to this Plan and the amount of any bonus awarded under this Plan are determined by the Compensation Committee, after considering recommendations by Morris L. Maurer, the President of the Company and the Bank, and Philip B. Roby, the Executive Vice President and Chief Operating Officer of the Company and the Bank. Neither Mr. Maurer, Mr. Roby, Debra L. Ross (Senior Vice President and Chief Financial Officer of the Company and the Bank), Mark E. Bruin (Senior Vice President and Chief Client Officer of the Bank), nor Terry K. Scott (First Vice President and Chief Credit Officer) are eligible to participate in the 2011 Discretionary Bonus Plan. The aggregate amount of bonus payments which can be made under this plan is $187,000. Awards under the 2011 Discretionary Bonus Plan are not subject to a formula payout (unlike the 2011 Incentive Bonus Plan).
2011 Top Management Discretionary Bonus Plan
The only individuals who are eligible to participate in the 2011 Top Management Discretionary Bonus Plan are Morris L. Maurer, Philip B. Roby, Debra L. Ross, Mark E. Bruin, and Terry K. Scott.
Awards under this Plan are made in the discretion of the Compensation Committee and are not subject to a formula payout. Although the Compensation Committee did not establish specific performance goals under the terms of this Plan, in determining awards under this Plan the Compensation Committee will consider matters such as annual growth in total assets, loans, assets under management, net income and earnings per share; employee turnover; client retention; accomplishments in marketing; asset liability management; operations; technology; facilities; credit quality; human resources; organization; comments from the independent auditors; the nature of the audit opinion; and, results of regulatory examinations.
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Under the terms of the 2011 Top Management Discretionary Bonus Plan, Mr. Maurer may receive an amount equal to up to 20% of his base salary; and Mr. Roby, Ms. Ross, Mr. Bruin, and Mr. Scott each may receive an amount equal to up to 15% of their respective base salary. The aggregate amount which may be paid as a bonus under this Plan for all participants is $210,000.
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 21, 2011
THE NATIONAL
BANK OF
INDIANAPOLIS CORPORATION
By: /s/
Debra L.
Ross
Debra
L. Ross, Chief Financial Officer
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