Attached files
| file | filename |
|---|---|
| EX-99.1 - Federal Home Loan Bank of Indianapolis | v186226_ex99-1.htm |
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
Date of
report (Date of earliest event reported): May 20, 2010
_________________________________
FEDERAL
HOME LOAN BANK OF INDIANAPOLIS
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
________________________________
|
Federally
Chartered Corporation
(State
or other jurisdiction of incorporation)
|
000-51404
(Commission
File Number)
|
35-6001443
(IRS
Employer Identification No.)
|
8250
Woodfield Crossing Blvd.
Indianapolis
IN 46240
(Address
of Principal Executive Offices, including Zip Code)
(317)
465-0200
(Registrant’s
Telephone Number, Including Area Code)
________________________________
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 (see General Instruction A.2 below):
Item
5.02(e). Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On May 20, 2010, the board of directors
of the Federal Home Loan Bank of Indianapolis (the “Bank”) approved the offering
of a Key Employee Severance Agreement to Milton J. Miller, President and Chief
Executive Officer. A copy of the Key Employee Severance Agreement
(the “Agreement”), which was also executed on May 20, 2010, is included as
Exhibit 99.1 to this Current Report. The following discussion of terms of
the Agreement is qualified in its entirety by reference to the Agreement
itself.
The Agreement provides for a severance
payment and continued benefits if Mr. Miller’s employment terminates under
certain circumstances in connection with a “reorganization” (as defined in the
Agreement) of the Bank. In particular, under the terms of the
Agreement, if Mr. Miller terminates for “good reason” during a period
beginning 12 months before and ending 24 months after a reorganization, or
if he is terminated without “cause” during a period beginning 12 months before
and ending 24 months after a reorganization, Mr. Miller is entitled to a lump
sum payment equal to 2.0 times the average of his three preceding
years’:
|
·
|
Base
salary (less salary deferrals), bonus, and other cash compensation
paid;
|
|
·
|
Salary
deferrals and employer matching contributions under the Bank’s Defined
Contribution Plan and 2005 Supplemental Executive Thrift Plan;
and
|
|
·
|
Taxable
portion of automobile allowance, if
any.
|
Further, benefits under the Bank’s 2005
Supplemental Executive Retirement Plan would be calculated as if Mr.
Miller had three years added to his age calculation and had an additional
three years of benefit service. (For
additional information concerning Mr. Miller’s retirement benefits, please refer
to the Bank’s Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on March 19, 2010.) The Agreement also provides Mr. Miller with
coverage under the Bank’s medical and dental insurance plans in effect at the
time of termination for 36 months (subject to Mr. Miller paying the employee
portion of the cost of such coverage).
In
addition, the Agreement provides that Mr. Miller will be reimbursed for all
reasonable accounting, legal, financial advisory and actuarial fees and expenses
incurred by him with respect to his execution of the Agreement or at the time of
payment under the Agreement.
Mr.
Miller may be responsible for an excise tax on the additional benefits provided
under the Agreement, in accordance with the Internal Revenue Code. If it
is determined that Mr. Miller is liable for such excise tax payment, the
Agreement provides for a “gross-up” of the benefits to cover such excise tax
payment.
If the
Bank is not in compliance with any applicable regulatory capital or regulatory
leverage requirement at the time payment under the Agreement is due, or if the
payment would cause the Bank to fall below applicable regulatory requirements,
the payment will be deferred until such time as the Bank achieves compliance
with its regulatory requirements.
Item
9.01. Financial Statements and Exhibits
A copy of the Key Employee Severance
Agreement for Milton J. Miller is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
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: May
24, 2010
FEDERAL
HOME LOAN BANK OF INDIANAPOLIS
|
|
By:
|
/s/ CINDY L.
KONICH
|
|
Cindy
L. Konich
|
||
| Senior Vice President - Chief Financial Officer | ||
| By: | /s/ JONATHAN R. WEST | |
| Jonathan R. West | ||
| Senior Vice President – Administration, General Counsel and Corporate Secretary |