"Bancorp Form 8-K"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 21, 2005 (October 19, 2004)
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BANCORP RHODE ISLAND, INC.
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(Exact name of registrant as specified in its charter)
Rhode Island
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(State or other jurisdiction of incorporation)
333-33182 05-0509802
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(Commission File Number) (IRS Employer Identification Number)
One Turks Head Place, Providence, Rhode Island 02903
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(Address of principal executive offices)
(401) 456-5000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 1.01. Entry into a Material Definitive Agreement
On January 20, 2005, the Registrant's principal subsidiary, Bank Rhode Island
(the "Bank") has adopted an amendment to its 2002 Supplemental Executive
Retirement Plan (the "SERP") providing Linda H. Simmons, the Bank's Executive
Vice President - Finance and Treasurer, a $50,000 annual retirement benefit. A
copy of the amendment is filed herewith as Exhibit 10. The annual retirement
benefit is payable upon the later of the executive attaining age 65 or the
executive's retirement. Under the SERP, the Bank will also provide a
pre-retirement death benefit equal to the projected age 65 accrual balance and a
post retirement death benefit for Ms. Simmons equal to the accrual balance at
the date of her death. The Bank expects to fund the pre-retirement and
post-retirement death benefits through a life insurance policy purchased and
owned by the Bank, which contains a split dollar endorsement in favor of Ms.
Simmons.
Ms. Simmons' benefit under the 2002 SERP will vest beginning on November 1, 2010
in 20% increments such that the accrual balance would be fully vested on
November 1, 2014. Thus, if Ms. Simmons left at the end of the vesting period,
she would be 100% vested in her 2002 SERP accrual balance (i.e., the amount the
Bank has accrued to reflect the liability) but not the full benefit, resulting
in a reduced retirement benefit in the event of early retirement. Ms. Simmons is
required to remain employed at the Bank until age 65 to get the full SERP
benefit. The full benefit will vest immediately upon death. In addition, in the
event of a Change of Control, Ms. Simmons becomes fully vested in the $50,000
annual benefit. The SERP is unfunded but provides that upon a Change of Control,
the Bank must deposit funds in a trust equal to the present value of the accrued
benefit provided under the SERP and thereafter make annual additional deposits
to reflect any increases in the accrued benefits. All benefits are forfeited in
the event that the participant's employment is terminated on account of a
criminal act of fraud, misappropriation, embezzlement or a felony that involves
property of the Bank. The terms of the SERP benefit, other than the dollar
amount, are the same as provided other senior executives of the Bank and the
Registrant.
Item 8.01. Other Events
The Boards of directors of the Registrant and the Bank adopted increases to
their respective Board retainers and meeting fees, effective October 1, 2004. A
schedule of the current fees and compensation is attached hereto as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Exhibit
10 Amendment No. 2 to Bank Rhode Island 2002 Supplemental Executive Retirement Plan.
99.1 Schedule of retainer fees and compensation for the Registrant's and the Bank's
Board of Directors and committee members.
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 hereunto duly authorized.
BANCORP RHODE ISLAND, INC.
By: /s/ Albert R. Rietheimer
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Albert R. Rietheimer
Chief Financial Officer
Date: January 21, 2005