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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): April 19, 2006
WESTBANK CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 0-12784 04-2830731
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
225 Park Avenue, West Springfield, Massachusetts 01089
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (413) 747-1400
Not Applicable
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(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 (see General 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
At the 2006 Annual Meeting of Shareholders of Westbank Corporation (the
"Company"), held on April 19, 2006, the shareholders of the Company voted to
adopt the Westbank Corporation 2006 Equity Incentive Plan (the "Plan"). The Plan
enables the Company to grant stock-based compensation to its directors, officers
and key employees, in the form of incentive stock options, non-qualified stock
options, restricted stock and performance-based restricted stock. The Plan also
provides for performance-based cash awards. The Plan is administered by a
committee appointed by the Board of Directors, consisting of the members of the
Compensation Committee of the Company's Board of Directors. The administrative
committee will, in its discretion, determine the type of awards made and
establish other terms and conditions applicable to the award, subject to certain
restrictions set out in the Plan. The administrative committee also selects the
people who may participate in the Plan. Any key employee, officer or
non-employee director of the Company, or any subsidiary of the Company, may be
selected to participate.
With the adoption of the Plan, the 1996 Stock Incentive Plan and 2004
Recognition and Retention Plan will be terminated and a total of 170,000 shares
of common stock will be reserved for the granting of new awards under this Plan.
However, the actual number of shares reserved to the Plan also includes all of
the options and other awards made by the Company which are still outstanding as
of February 15, 2006 (collectively the "Prior Awards") to the extent that any
such Prior Award expires, lapses or otherwise terminates for any reason without
being exercised or settled in full, or if any shares subject to forfeiture or
repurchase are forfeited or repurchased by the Company. Consequently, the
maximum number of shares which may be granted under this Plan, assuming all
Prior Awards actually do expire, terminate or otherwise lapse unexercised and
are returned to the Plan's share reserve, equals 794,860.
The foregoing summary of the Plan is qualified in its entirety by the full
text of the Plan which is incorporated herein by reference from the Company's
Definitive Proxy Statement for its 2006 Annual Meeting of Stockholders as filed
with the Securities and Exchange Commission on March 14, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) The following is filed with this Current Report on Form 8-K:
Exhibit No. Description
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10.23 Westbank Corporation 2006 Equity Incentive Plan*
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* Filed as an Appendix to the Company's Definitive Proxy Statement for
its 2006 Annual Meeting of Stockholders as filed with the Securities
and Exchange Commission on March 14, 2006 and incorporated herein by
reference.
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.
Dated: April 20, 2006 WESTBANK CORPORATION
By: /s/ Donald R. Chase
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Name: Donald R. Chase
Title: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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10.23 Westbank Corporation 2006 Equity Incentive Plan*
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* Filed as an Appendix to Westbank Corporation's Definitive Proxy Statement for
its 2006 Annual Meeting of Stockholders as filed with the Securities and
Exchange Commission on March 14, 2006 and incorporated herein by reference.