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): March 15, 2006
CHITTENDEN CORPORATION
(Exact name of Registrant as specified in charter)
Vermont | 001-13769 | 03-0228404 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Two Burlington Square, Burlington, Vermont | 05401 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (802) 660-1410
Not Applicable
(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 (seeGeneral 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 1.01 Entry into a Material Definitive Agreement
On March 15, 2006, the Executive Committee of the Board of Directors of Chittenden Corporation (the “Corporation”) approved bonuses for the five named executive officers for the calendar year 2005 in the following amounts:
Name and Principal Position | Bonus | ||
Paul A. Perrault, President and Chief Executive Officer | $ | 610,000 | |
John W. Kelly, President of Chittenden Bank | 325,000 | ||
Kirk W. Walters, Executive Vice President | 260,000 | ||
John P. Barnes, Executive Vice President | 250,000 | ||
Danny H. O’Brien, President of Ocean National Bank | 169,750 |
These bonuses represent amounts earned by the executive officers under the Corporation’s Executive Management Incentive Compensation Plan. This Plan is designed to provide an annual cash bonus to certain employees of the Corporation and its affiliates in the event certain objective financial performance goals are achieved and/or individual performance goals.
Also on March 15, 2006, the Executive Committee awarded Performance Share Awards to the following individuals who will potentially earn the target award specified below at the end of the three-year performance cycle if the performance measures are attained:
Executive Officer | Target for 3-Year Cycle | |
Paul A. Perrault | 15,000 | |
John W. Kelly | 8,500 | |
Kirk W. Walters | 6,000 | |
John P. Barnes | 6,000 | |
Danny H. O’Brien | 4,000 |
These awards were made by the Executive Committee pursuant to the Corporation’s Performance Share Program which governs Performance Share Awards under the Corporation’s Amended and Restated Stock Incentive Plan.
The Executive Committee of the Board of Directors also awarded to the five named executives options to purchase shares of common stock of the Corporation as follows:
Executive Officer | Number of Options | |
Paul A. Perrault | 50,000 | |
John W. Kelly | 25,000 | |
Kirk W. Walters | 25,000 | |
John P. Barnes | 25,000 | |
Danny H. O’Brien | 15,000 |
These options have an exercise price of $29.11 per share and a term of 10 years, and will be fully vested at December 31, 2006. These options were made pursuant to the Corporation’s Amended and Restated Stock Incentive Plan.
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 thereunto duly authorized.
CHITTENDEN CORPORATION
(Registrant)
BY: | /S/ F. Sheldon Prentice | |
Senior Vice President, General Counsel and Secretary |
DATE: March 21, 2006