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
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Date of Report |
|
|
(Date of earliest |
|
event reported): |
November 7, 2006 |
First Business Financial Services, Inc.
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(Exact name of registrant as specified in its charter) |
Wisconsin
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0-51028
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39-1576570
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(State or other |
(Commission File |
(IRS Employer |
jurisdiction of |
Number) |
Identification No.) |
incorporation) |
401 Charmany Drive, Madison, Wisconsin 53719
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(Address of principal executive offices, including zip code) |
(608) 238-8008
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(Registrants 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:
[ ] |
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. |
Departure of Directors or Certain Officer; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On
November 7, 2006, First Business Bank (the Bank), a wholly owned subsidiary of
First Business Financial Services, Inc. (the Company), executed an amended and
restated Agreement, effective January 1, 2005 (the Agreement), by and between First Business Bank and Corey Chambas,
the president and chief executive officer of the Bank at the effective time of the Agreement. The Agreement supersedes the prior agreement, dated
September 1, 2004 (the 2004 Agreement), between the Bank and Mr. Chambas and
makes the following material changes to the 2004 Agreement:
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Revises the definition of Change in Control to include a change in the
majority of the Board of Directors during any 12-month period, rather than any two-year
period. |
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Revises the definition of Salary to be the total of Mr. Chambass base
salary for the year of his separation from service, plus the highest of (i) his target
bonus for the year, (ii) the average of his actual bonuses for the immediately preceding
two years, or (iii) the average of his actual bonuses for the immediately preceding three
years. The 2004 Agreement defined Salary as the average W-2 Box 1
compensation, including bonuses, for the five-year period immediately preceding the year
of termination of Mr. Chambass employment. |
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|
Revises the calculations of Severance and Change in Control benefits to be based in part
on the new definition of Salary, rather than on Earned Compensation, which was defined in
the 2004 Agreement as Salary (as defined in the 2004 Agreement) plus the average of Mr.
Chambass deferred compensation designated under any deferred compensation plan for
the 5 years immediately preceding the year of his termination. |
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Increases
the length of service required for eligibility for retirement benefits from 20 years to 23 years. |
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Decreases from three years to two years the period of time following a Change of Control
during which Mr. Chambass termination would entitle him to the Change in Control
benefit. |
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Expands
the geographic scope of the non-compete and non-solicitation covenants. |
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Makes
certain technical amendments to conform the Agreement to the requirements of Section 409A
of the Internal Revenue Code. |
A
copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
2
Item 9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits.
The following exhibit is being filed herewith: |
|
(10.1) |
Amended
and Restated Agreement by and between First Business Bank and Corey Chambas. |
3
SIGNATURES
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.
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FIRST BUSINESS FINANCIAL SERVICES, INC. |
Date: November 13, 2006 |
By: /s/ James F. Ropella |
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James F. Ropella |
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Senior Vice President and Chief Financial |
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Officer |
4
FIRST BUSINESS
FINANCIAL SERVICES, INC.
Exhibit Index to
Current Report on Form 8-K
Exhibit
Number
10.1 |
Amended
and Restated Agreement by and between First Business Bank and Corey Chambas. |