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) May 19, 2009
Bar Harbor Bankshares
(Exact name of registrant as specified in its charter)
Maine
|
841105-D
|
01-0393663
|
(State or other
jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
P.O. Box 400, Main Street, Bar Harbor, ME 04609-0400
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code:
(207) 288-3314
(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:
[ ] 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(e) Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 19, 2009, the shareholders of Bar Harbor Bankshares (the
"Company") approved the adoption of the 2009 Bar Harbor Bankshares and
Subsidiaries Equity Incentive Plan of 2009 (the"2009 Plan") for employees and
directors of the Company and its subsidiaries. The Companys Chief Executive Officer,
Joseph M. Murphy, its Chief Financial Officer, Gerry Shencavitz and the Companys
previously reported Named Executive Officers, in addition to other employees and members
of the Companys Board of Directors are all eligible participants under the 2009
Plan.
The 2009 Plan
is administered by the Companys Compensation Committee as appointed by the
Companys Board of Directors (the "Committee"). The Committee, in its
discretion, may grant stock-based awards, (including Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted
Stock Units) to employees under the Plan. In practice, the Committee makes recommendation
to the Full Board of Directors who then confirms (or rejects) the Committees
recommendation. Directors are also eligible to receive awards under the 2009 Plan other
than Incentive Stock Options.
Subject to
adjustment for stock splits, stock dividends and similar events, the total number of
shares of common stock that can be issued under the 2009 Plan over the 10 year period
in which the plan will be in place is 175,000 shares of common stock; provided, however,
that no more than 75,000 shares of such stock can be awarded in the form of Restricted
Stock or Restricted Stock Units. Based solely upon the closing price of the Companys
common stock as reported on the NYSE Amex on March 20, 2009, the maximum aggregate
market value of the securities to be issued under the 2009 Plan would be $3,850,000. The
shares issued by the Company under the 2009 Plan may be authorized but un-issued shares,
or shares reacquired by the Company. To the extent that awards under the 2009 Plan do not
vest or otherwise revert to the Company, the shares of common stock represented by such
awards may be the subject of subsequent awards.
Summary of the 2009 Plan
The following description of certain features of the 2009 Plan is intended
to be a summary only. The summary is qualified in its entirety by the full text of the
2009 Plan that is filed herewith as an Exhibit to this report on Form 8-K.
2009 Plan Administration
. The 2009
Plan provides for administration by the Compensation Committee represented by not fewer
than two independent directors (the "Administrator"), with membership appointed
by the Board of Directors from time to time. The Administrator has full power to select,
from among the individuals eligible for awards, the individuals to whom awards will be
granted, to make any combination of awards to participants, and to determine the specific
terms and conditions of each awards, subject to the provisions of the 2009 Plan. In
practice, the Committee makes recommendations to the Full Board of Directors who then
confirms (or rejects) the Committees recommendation. Directors are also eligible to
receive awards under the 2009 Plan other than Incentive Stock Options.
Eligibility
and Limitations on Grants
. All employees and directors of the Company and its
subsidiaries are eligible to participate in the 2009 Plan, subject to the discretion of
the Administrator. The number of individuals potentially eligible to participate in the
2009 Plan is approximately 92 persons. The maximum Stock Award granted to any one
individual will not exceed 20,000 shares of common stock (subject to adjustment for stock
splits and similar events) for any calendar year.
Stock
Options
. Options granted under the 2009 Plan may be either Incentive Stock Options
("Incentive Options") (within the meaning of Section 422 of the Code) or
Non-Qualified Stock Options ("Non-Qualified Options"). Incentive Options may be
granted only to employees of the Company or any Subsidiary. Options granted under the 2009
Plan will be Non-Qualified Options if they (i) fail to qualify as Incentive Options,
(ii) are granted to a person not eligible to receive Incentive Options under the
code, or (iii) otherwise so provided. Non-Qualified Options may be granted to persons
eligible to receive Incentive Options and directors and other key persons.
Other
Option Terms
. The Administrator has authority to determine the terms of options
granted under the 2009 Plan. Options are granted with an exercise price that is not less
than the fair market value of the shares of common stock on the date of the option grant.
The terms of
each option will be fixed by the Administrator and may not exceed ten years from the date
of grant. The Administrator will determine at what time or times each option may be
exercised subject to the terms of the Plan regarding exercise in the event of death,
disability, or termination of employment. Options may be made exercisable in installments.
In general, unless otherwise permitted by the Administrator, no option granted under the
2009 Plan is transferable by the optionee other than by will or by the laws of descent and
distribution, and options may be exercised during the optionees lifetime only by the
optionee.
Options granted
under the 2009 Plan may be exercised for cash or, if permitted by the Administrator, by
transfer to the Company of shares of common stock that are not then subject to
restrictions under any Common Stock plan, or, if permitted by applicable laws and
regulations, according to a deferred payment arrangement with an adequate rate of interest
charged at the applicable federal rate.
To qualify as Incentive Options,
options must meet additional federal tax requirements, including a $100,000 limit on the
value of shares subject to Incentive Options which first become exercisable in any one
calendar year.
Stock Options
Granted to Directors
. The 2009 Plan provides that the Administrator, in its
discretion, may grant Non-Qualified Options to directors, subject to the terms of the
Plan.
Stock
Appreciation Rights
. The Administrator may award a Stock Appreciation Right. Upon
exercise of the Stock Appreciation Right, the holder will be entitled to receive an amount
equal to the excess of the fair market value on the date of exercise of one share of
common stock over the fair market value on the grant date of one share of common stock.
The total appreciation available to a Participant form any exercise of Stock Appreciation
Rights shall be equal to the number of stock Appreciation Rights being exercised,
multiplied by the amount of appreciation per Stock Appreciation Right determined under the
preceding sentence. This amount may be paid in cash, common Stock, with a Company note, or
a combination thereof, as determined by the Administrator.
Restricted Stock Awards
. The Administrator may grant shares
of common stock to any participant subject to such conditions and restrictions as the
Administrator may determine. The vesting period shall be determined by the Administrator.
If the participant terminates service prior to vesting, the participant will forfeit his
or her award of restricted stock.
Restricted Stock Units
. The
Administrator may grant Restricted Stock Units to any participant subject to such
conditions and restrictions as the Administrator may determine. The vesting period shall
be determined by the Administrator. If the participant terminates service prior to
vesting, the participant will forfeit his or her award of restricted stock. Upon vesting,
the shares of Stock covered by the Restricted Stock Units will be transferred to the
Participant as soon as administratively feasible but in no event later than 2
1
/
2
months following the close of the year during which the units vest in accordance with
Section 409A of the Code.
Tax Withholding
.
Participants under the 2009 Plan are responsible for the payment of any federal, state or
local taxes the Company is required by law to withhold upon any option exercise or vesting
of other awards. Subject to approval by the Administrator, Participant may, in the
discretion of the Committee, satisfy any federal, state, or local tax withholding
obligation relating to the exercise or acquisition of Stock under a Stock Award or the
exercise or acquisition of cash and/or Stock under a Stock Appreciation Right by any one
of the following means (in addition to the Companys right to withhold from any
compensation paid to the Participant by the Company) or by a combination of such means:
(i) tendering a cash payment; (ii) authorizing the Company to withhold cash from
the cash otherwise payable to the Participant as a result of the exercise of a Stock
Appreciation Right, or (iii) delivering to the Company owned and unencumbered shares
of Stock.
Change of Control
Provisions
. The 2009 Plan provides that in the event a participant separates from the
service of the Company other an as a result of Disability and other than for Cause, or the
Participant separated his/her service for Good Reason; and the Participants
separation from service occurs in anticipation of or after a Change in Control, as defined
in the 2009 Plan, generally all Stock Options and Stock Appreciation Rights will
automatically become fully exercisable and that the restrictions and conditions on all
awards of Restricted Stock an Restricted Stock Units will automatically be deemed waived.
Adjustments for
Stock Dividends, Mergers, etc
. The 2009 Plan authorized the Administrator to make
appropriate adjustments to the number of shares of common stock that are subject to the
2009 Plan and to any outstanding Stock Awards to reflect stock dividends, stock splits,
and similar events.
Amendments and
Termination
. The Board of Directors may at any time amend or discontinue the 2009 Plan
and the Administrator may at any time amend or cancel any outstanding award for the
purpose of satisfying changes in law or for any other lawful purpose, but no such action
shall adversely affect the rights under any outstanding awards without the holders
consent. To the extent required by the Code to ensure that options granted under the 2009
Plan qualify as Incentive Options, the 2009 Plan amendments shall be subject to approval
by our shareholders. Except in connection with a corporate transaction involving the
Company (including, without limitation, any stock dividend, stock split, extraordinary
cash dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, or exchange of shares), the terms of outstanding Options and/or
Stock Appreciation Rights may not be amended to reduce the exercise price of outstanding
Options and/or Stock Appreciation Rights or cancel outstanding Options and/or Stock
Appreciation Rights in exchange for cash, other awards or Options and/or Stock
Appreciation Rights with an exercise price that is less than the exercise price of the
original Options and/or Stock appreciation Rights without shareholder approval.
2009 Plan Benefits
. No grants have
been made with respect to the shares of common stock to be reserved for issuance under the
2009 Plan. The number of shares of common stock that may be granted to the Companys
CEO, CFO, its Named Executive Officers, employees and directors, is indeterminable at this
time; as such grants are subject to the discretion of the Administrator.
A copy of the 2009 Plan is
included as an exhibit to this Report on Form 8-K and is incorporated by reference into
this Items 5.02(e). The foregoing summary of certain provisions of these documents is
qualified in its entirety by reference thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed as part of this Current Report
on Form 8-K:
99.1 Bar Harbor Bankshares and Subsidiaries Equity Incentive Plan of
2009
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
|
BAR HARBOR BANKSHARES
|
|
|
Date: May 26, 2009
|
By: /s/Joseph M. Murphy
|
|
Name: Joseph M. Murphy
Title: President and CEO
|
EXHIBIT INDEX
99.1 Bar Harbor
Bankshares and
Subsidiaries Equity Incentive Plan of 2009
Bar Harbor Bankshares (AMEX:BHB)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Bar Harbor Bankshares (AMEX:BHB)
Historical Stock Chart
Von Jul 2023 bis Jul 2024