SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2010
THE NATIONAL BANK OF INDIANAPOLIS CORPORATION
(Exact name of registrant as specified in its charter)
Registrants 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:
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Amended and Restated National Bank of Indianapolis Corporation 2005 Equity Incentive Plan
On June 17, 2010 the shareholders of The National Bank of Indianapolis Corporation (the Corporation) approved an amendment and restatement of The National Bank of Indianapolis Corporation 2005 Equity Incentive Plan (the 2005 Plan). The amendment and restatement increased the number of shares from 333,000 to 733,000, or by 400,000 shares.
The 2005 Plan now authorizes the issuance of up to 733,000 shares of the Corporations common stock to participants pursuant to the award of shares of restricted stock or the grant of options. The 2005 Plans effective date was July 1, 2005 and it will continue in effect until terminated by the Board of Directors; provided, however, no awards of incentive stock options may be granted under the 2005 Plan after the ten-year anniversary of its approval by the shareholders. Any awards that are outstanding after the 2005 Plan terminates will remain subject to the terms of the 2005 Plan.
The 2005 Plan provides that it will be administered by a committee (the Committee) comprised of three (3) or more members of the board of directors who are both non-employee directors and outside directors, as these terms are used in Rule 16b-3 of the Exchange Act and Section 162(m) of the Internal Revenue Code, respectively. The Compensation Committee of the Board of Directors currently functions as the Committee under the 2005 Plan. The Committee designates employees, the types of awards to be granted and the applicable terms, conditions, performance criteria, restrictions and other provisions of the awards.
The 2005 Plan provides for the grant of non-qualified and incentive stock options and awards of shares of restricted stock.
The shares of stock with respect to which awards may be made under the 2005 Plan will be:
In the event of a corporate transaction involving the stock of the Corporation (including, without limitation, any stock dividend, stock split, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the Committee may adjust awards to preserve the benefits or potential benefits of the awards.
Except as otherwise provided by the Committee, awards of non-qualified stock options under the 2005 Plan cannot be transferred, except as designated by the participant by will or by laws of descent and distribution. Awards of incentive stock options and shares of restricted stock cannot be transferred.
All employees of the Corporation or its subsidiaries are eligible to become participants in the 2005 Plan. The Committee will determine the specific employees who, in the future, will be granted awards under the 2005 Plan and the type and amount of any such awards.
The Committee may grant an incentive stock option or non-qualified stock option to purchase stock at a specified exercise price. The exercise price for an option cannot be less than the fair market value of the stock to which the option relates at the time the option is granted. The exercise price of an option may not be decreased after the date of grant nor may an option be surrendered to the Corporation as consideration for the grant of a replacement option with a lower exercise price, except as approved by our shareholders or as adjusted for corporate transactions described above.
Options are exercisable in accordance with the terms established by the Committee. The full purchase price of each share of stock purchased on the exercise of any option will be paid at the time of exercise. Except as otherwise determined by the Committee, the exercise price will be payable in cash, by promissory note (as permitted by law), in shares of stock owned by the optionee (valued at fair market value as of the day of exercise), or a combination thereof. The Committee, in its discretion, may impose such conditions, restriction, and contingencies on stock acquired pursuant to the exercise of an option as it determines to be appropriate.
The following types of restricted awards may be granted, as determined by the Committee:
Restricted stock awards will be subject to such conditions, restrictions and contingencies as the Committee determines.
Change in Control
Upon a change in control of the Corporation all outstanding options held by a participant who is employed by, or providing services to, the Corporation or its subsidiaries at the time of such change in control, will become fully exercisable and all restricted stock awards will become fully vested (subject to limitations on performance-based awards).
Amendment and Termination
The board of directors may, at any time, alter, amend, modify, suspend or discontinue the 2005 Plan, but may not, without the consent of the effected participant or without the approval of the shareholders, make any alteration which would increase the aggregate number of shares subject to an award (except in connection with a corporate transaction involving the stock of the Corporation as described above), decrease the exercise price of a stock option (except in the case of a corporation transaction as described above), permit any member of the Committee to be eligible for an award of an option or restricted stock, withdraw administration of the Plan from the Committee or the Board of Directors, extend the term of the 2005 Plan, extend the date on which an option will lapse, extend the period during which awards of restricted stock will vest, change the manner of determining the exercise price of options, change the class of individuals eligible for awards, or, without the consent of the effected participant, alter or otherwise impair any stock option or award of restricted stock.
Forms of Stock Option Agreements and Restricted Stock Agreements
On April 21, 2005, the board of directors of the Corporation approved the form of the following agreements under the 2005 Plan, which are filed as Exhibit 10.02 and 10.03, respectively, to the Corporations Form 8-K dated June 22, 2005:
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 17, 2010, the Annual Meeting of Stockholders of the Corporation was held. At the Annual Meeting, the Corporations stockholders voted on the following matters:
1. On the matter of the election of two directors to serve for the terms indicated in the proxy statement relating to the Annual Meeting, the final vote was as follows:
2. On the matter of the proposed amendment and restatement of The National Bank of Indianapolis Corporation 2005 Equity Incentive Plan, the final vote was as follows:
3. On the matter of the proposal ratifying the appointment of Crowe Horwath LLP as the independent registered public accounting firm for fiscal year ending December 31, 2010, the final vote was as follows:
Item 9.01. Financial Statements and Exhibits.
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: June 23, 2010
INDEX TO EXHIBITS