Attached files
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EX-10.2 - EX-10.2 - BANK OF KENTUCKY FINANCIAL CORP | v203765_ex10-2.htm |
EX-10.3 - EX-10.3 - BANK OF KENTUCKY FINANCIAL CORP | v203765_ex10-3.htm |
EX-10.1 - EX-10.1 - BANK OF KENTUCKY FINANCIAL CORP | v203765_ex10-1.htm |
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): November 17, 2010
(Commission
File Number) 001-34214
THE
BANK OF KENTUCKY FINANCIAL CORPORATION
(Exact
name of Registrant as specified in its charter)
Kentucky
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61-1256535
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(State
of incorporation)
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(I.R.S.
Employer Identification Number)
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111
Lookout Farm Drive
Crestview
Hills, Kentucky 41017
(Address
of Registrant’s principal executive office)
(859)
371-2340
(Registrant’s
telephone number)
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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On
November 17, 2010, the Board of Directors of The Bank of Kentucky Financial
Corporation (the “Company”) and its subsidiary, The Bank of Kentucky, Inc. (the
“Bank”), approved certain amendments to the Bank’s Executive Deferred
Contribution Plan (the “Contribution Plan”) and Executive Private Pension Plan
(the “Pension Plan”).
The
Contribution Plan is an unfunded arrangement for the benefit of a select group
of management employees of the Company and the Bank pursuant to Section 451 of
the Internal Revenue Code of 1986, as amended (the “Code”). The
Contribution Plan allows participants to defer a portion of their annual
compensation into a deferred compensation account which is deemed to be invested
among such categories of investments as may be made available under the
Contribution Plan, with the participant’s account being credited or debited with
the increase or decrease in the realizable net asset value or credited interest,
as applicable, of the designated deemed investments. The Pension Plan
provides supplemental retirement income for certain eligible employees of the
Bank. The Pension Plan is a defined benefit pension plan which covers
any person employed by the Bank who is determined by the Bank to be a member of
management and who is designated as an eligible employee under the Pension
Plan.
The
Contribution Plan was amended to include definitions of “disability” and
“separation from service” that comply with the final regulations under Section
409A of the Code and Internal Revenue Service (“IRS”) Notice 2010-6 issued
pursuant thereto, along with certain other specified changes to ensure
compliance with Section 409A and applicable regulations. The
Contribution Plan was further amended to expand the securities to which a
participant’s deferred compensation account may be directed to include common or
preferred stock of the Company or any affiliate. In connection with
the amendments to the Contribution Plan, the Company also created a nonqualified
grantor trust, commonly known as a rabbi trust (the “Rabbi Trust”), the assets
of which will be used to pay participants’ benefits in the Contribution
Plan.
The
Pension Plan was amended to provide a definition of “separation from service”
that complies with the final regulations under Section 409A of the Code and IRS
Notice 2010-6 issued pursuant thereto, along with certain other specified
changes to ensure compliance with Section 409A.
The
foregoing descriptions are qualified by the full text of the amendments and the
Rabbi Trust, copies of which are filed as exhibits to this Current Report on
Form 8-K and incorporated herein by reference.
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits.
10.1 Amendment
to The Bank of Kentucky, Inc. Executive Deferred Contribution Plan, dated
November 17, 2010.
10.2 Amendment
to The Bank of Kentucky, Inc. Executive Private Pension Plan, dated November 17,
2010.
10.3 The
Bank of Kentucky, Inc. Executive Deferred Contribution Plan Trust Agreement,
dated November 17,
2010.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly cause this report to be signed on its behalf by the undersigned hereto
duly authorized.
THE
BANK OF KENTUCKY FINANCIAL CORPORATION
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By:
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/s/ Martin J. Gerrety
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Name:
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Martin
J. Gerrety
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Title:
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Treasurer
and Assistant Secretary
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||
Date: November
23, 2010
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EXHIBIT
INDEX
Exhibit No.
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Description
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10.1
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Amendment
to The Bank of Kentucky, Inc. Executive Deferred Contribution Plan, dated
November 17, 2010.
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10.2
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Amendment
to The Bank of Kentucky, Inc. Executive Private Pension Plan, dated
November 17, 2010.
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10.3
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The
Bank of Kentucky, Inc. Executive Deferred Contribution Plan Trust
Agreement, dated November 17, 2010.
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