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 16, 2007
FIRST IPSWICH BANCORP
(Exact name of registrant as specified in its charter)
Massachusetts 333-114018 04-2955061
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
31 Market Street, Ipswich, Massachusetts 01938
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 356-3700
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:
|_| Written communication 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 Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
On May 16, 2007, the Board of Directors of First Ipswich Bancorp (the "Company")
approved the grant of options to non-employee directors and to the senior
managers listed below, as recommended by the Compensation Committee. The grant
date of the options was May 16, 2007 and the options were granted at the fair
market value on the grant date of $9.50 per share, except for Neil St. John
Raymond, Chairman, whose options were granted at $10.45 per share. The options
will expire ten years from the grant date.
Messrs. Borden, III, Collins, Deery, Raymond, Jr., and Tinti and Ms. Gaskins are
the non-employee directors of the Company. Each such non-employee director was
granted two thousand options, of which one thousand vested immediately with the
remaining options vesting over four years. Directors have not received cash fees
for their services to the Company since June 30, 2006 when they temporarily
waived their right to such fees. The following senior managers were granted
options in the amounts set forth below, which vest over four years, beginning on
the first anniversary of the grant date.
Name and Title of Employee Number of Options
-------------------------- -----------------
Neil St. John Raymond, Chairman 7,500
Russell G. Cole, President 10,000
Timothy L. Felter, SVP and CFO 8,000
Maryjon Brett, SVP, Operations and 5,500
Information Systems
Janice Costa, SVP, Retail Banking 5,500
John DiIorio, SVP, Sr. Lending Officer 7,500
Each recipient of an option grant will enter into a nonstatutory option
agreement or incentive stock option agreement, as the case may be, in the forms
attached as exhibits hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
- ----------- -----------
Exhibit 99.1 Form of Incentive Stock Option Agreement
Exhibit 99.2 Form of Nonstatutory Stock Option Agreement
SIGNATURE
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.
FIRST IPSWICH BANCORP
Date: May 22, 2007 By: /s/ Timothy L. Felter
---------------------
Timothy L. Felter
SVP and CFO
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
Exhibit 99.1 Form of Incentive Stock Option Agreement
Exhibit 99.2 Form of Nonstatutory Stock Option Agreement