SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) Septmeber 25,
2008
VECTREN
CORPORATION
(Exact
name of registrant as specified in its charter)
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Commission
File
No.
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Registrant, State of
Incorporation,
Address, and Telephone
Number
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I.R.S Employer
Identification
No.
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1-15467
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Vectren
Corporation
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35-2086905
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(An
Indiana Corporation)
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One
Vectren Square,
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Evansville,
Indiana 47708
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(812)
491-4000
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1-16739
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Vectren
Utility Holdings, Inc.
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35-2104850
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(An
Indiana Corporation)
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One
Vectren Square,
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Evansville,
Indiana 47708
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(812)
491-4000
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Former
name or 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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers
On
September 25, 2008, Vectren Corporation (the “Company”) amended certain
employment agreements for certain of its named executive officers and the change
in control agreement for its Chief Executive Officer to make changes in
connection with Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”), and entered into a Non-Qualified Deferred Compensation Plan as
a substitution for the Company’s frozen non-qualified deferred compensation
plan.
The
amendments are effective as of the effective date of each applicable employment
agreement and the change in control agreement. The amendments are
generally technical in nature. The Non-Qualified Deferred
Compensation Plan is effective as of January 1, 2005. The
Non-Qualified Deferred Compensation Plan was prepared in compliance with Section
409A.
Employment
Agreements
While the
amendments were generally technical in nature, following are the more
significant amendments:
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·
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Slight
change to the notice period and slight clarification to the cure period
for the Company on a termination of employment for “good
reason.”
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·
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Addition
of a delay provision if compensation is not deductible under Section
162(m) of the Code.
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·
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Adjustments
to the timing of gross-up payment for those employment agreements with a
gross up payment and insertion of a methodology for cut-back of payments
for those employment agreements with a cut-back
provision.
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·
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Addition
of the same provisions as the change in control agreement, see
below. These provisions only apply after a change in
control.
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Change in Control
Agreement
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·
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Six-month
delay in most payments.
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·
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Addition
of a definition of “separation from
service.”
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Non-Qualified Deferred
Compensation Plan
Following
is a brief description setting forth some of the key provisions of the
Non-Qualified Deferred Compensation Plan:
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·
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Participants
include certain highly compensated and management employees selected by
the Compensation and Benefits Committee and directors of the Corporation
and its subsidiaries.
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·
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Under
the terms of the plan, such employees and directors may defer compensation
including, without limitation, salary, fees, bonus, restricted stock, and
stock unit awards. In addition, certain contributions by the
Company may be made to the plan for certain employees and
directors.
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·
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The
plan sets forth the timing of deferral elections and the process and
timing for changes to any deferral
election.
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·
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Compensation
deferred into the plan is maintained in an account (which is a book
keeping entry) and allocated among measurement
funds.
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·
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Each
participant may select the payment events from those choices set forth in
the plan. Payment events include (1) scheduled distribution,
(2) change in control, (3) retirement, (4) separation from service (not
retirement), (5) disability, and (6) death. Depending on the
payment event selected, the participant will be paid in a lump sum or in
installments.
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·
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Payments
from the plan are generally delayed for six months after a separation from
service.
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The full
text of the amendment to the employment agreements with certain named executive
officers and the change in control agreement with the Chief Executive Officer
and the Non-Qualified Deferred Compensation plan are filed herewith as Exhibits
10.1, 10.2, 10.3, respectively, and are incorporated herein by
reference. The foregoing descriptions of the amendments and plan are
qualified in their entirety by the full text thereof.
Item
9.01 . Financial
Statements and Exhibits
(d) Exhibits.
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10.1
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Amendment
Number One to the Vectren Corporation Change in Control Agreement,
effective as of March 1, 2005 between Vectren Corporation and Niel C.
Ellerbrook
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10.2
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Amendment
Number One to the Specimen Vectren Corporation Employment Agreement
between Vectren Corporation and Executive Officers
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10.3
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Vectren
Corporation Nonqualified Deferred Compensation Plan, effective January 1,
2005
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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.
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VECTREN
CORPORATION
VECTREN
UTILITY HOLDINGS, INC.
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September
29, 2008
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By: /s/
Ronald E. Christian
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Ronald
E. Christion
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Executive
Vice President- Chief
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| Administrative Officer and General | |||
| Counsel | |||
INDEX TO EXHIBITS
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Exhibit
Number
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Description
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10.1
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Amendment
Number One to the Vectren Corporation Change in Control Agreement,
effective as of March 1, 2005 between Vectren Corporation and Niel C.
Ellerbrook
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10.2
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Amendment
Number One to the Specimen Vectren Corporation Employment Agreement
between Vectren Corporation and Executive Officers
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10.3
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Vectren
Corporation Nonqualified Deferred Compensation Plan, effective January 1,
2005
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