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): MARCH 15, 2005
PSB HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 0-26480 39-1804877
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
1905 W. STEWART AVENUE
WAUSAU, WI 54401
(Address of principal executive offices, including Zip Code)
(715) 842-2191
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:
* Written communications pursuant to Rule 425 under the Securities Act (17
CFR 23.425)
* 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))
INFORMATION TO BE INCLUDED IN THE REPORT
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 15, 2005, the Board of Directors (the "Board") of the Company's
bank subsidiary (the "Bank") approved certain amendments to the Bank's
Executive Deferred Compensation Plan.
SALARY DEFERRALS AND MATCHING CONTRIBUTIONS
The plan provides that executive officers may defer up to 20% of their
annual base salaries and receive a matching contribution in an amount to be
determined each year by the Bank. As previously announced by the Company, the
Board set deferral and matching contribution percentages under the plan for
2005 as follows:
(1) Maximum deferral (% of base salary) - 20%;
(2) Bank matching contribution - 20% of first 15% of salary deferred.
SUPPLEMENTAL AND INCENTIVE CONTRIBUTIONS
Under the amendment adopted March 15, David K. Kopperud and David A.
Svacina will receive an annual supplemental contribution equal to 10% and 2%,
respectively, of their base salary. In addition, each such officer will be
entitled to receive an annual incentive contribution based on average asset
growth over the prior year as determined in accordance with the following:
Mr. Kopperud:
Average Asset Growth
Percentage
From To Incentive
Contribution of Salary
7.5% 8.4% 2.00%
8.5% 9.4% 6.00%
9.5% 10.4% 12.00%
10.5% 11.4% 20.00%
11.5% 12.4% 28.00%
12.5% And up 36.00%
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Mr. Svacina:
Average Asset Growth
Percentage
From To Incentive
Contribution of Salary
7.5% 8.4% 2.00%
8.5% 9.4% 4.00%
9.5% 10.4% 8.00%
10.5% 11.4% 12.00%
11.5% 12.4% 16.00%
12.5% And up 20.00%
Mr. Kopperud and Mr. Svacina will be eligible for the supplemental and
incentive contributions each year through the year in which they attain age 65.
VESTING AND DISTRIBUTION
Accounts and Interest. Deferrals made by the participant, the Bank's
matching contribution, if any, and supplemental and incentive contributions
will be credited to the participant's unfunded account. The account will also
be credited with interest on the balance credited to the account at an annual
rate equal to 50% of the Bank's return on equity for the prior year, but the
interest rate shall never be less then 0% nor more than 10%.
Distribution of Accounts - General. Each participant other than Mr.
Kopperud and Mr. Svacina will be entitled to receive payment of his account at
his termination of employment; provided, however, that the Bank's matching
contribution (and interest attributable thereto) will be subject to forfeiture
in the event of termination of employment for a reason other than death,
disability, or retirement (at age 65 or later, or, early retirement at age 55
or later if employed at least 15 years with 5 years of participation in the
plan), or upon a change of control. Matching contributions are subject to
class vesting of each year's matching contribution (and interest attributable
thereto) at the rate of 20% per year.
Distribution of Mr. Kopperud's and Mr. Svacina's Accounts. Mr. Kopperud
and Mr. Svacina will each be entitled to receive payment of his account at his
termination of employment; provided, however, that the Bank's matching
contribution (and interest attributable thereto) will be subject to forfeiture
in the event of termination of employment for a reason other than death,
disability, or retirement (attainment of age 62), or upon a change of control.
Matching contributions are subject to class vesting of each year's matching
contribution (and interest attributable thereto) at the rate of 20% per year.
Distributions. Vested amounts will be distributed to the participant in
installments over a period not in excess of 15 years as elected by the
participant. Accounts in pay status will be credited with interest at an
annual rate of 7.5% per annum on the unpaid balance.
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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.
PSB HOLDINGS, INC.
Date: March 21, 2005 By: SCOTT M. CATTANACH
Scott M. Cattanach
Treasurer
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