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)
August
1, 2007
CITY
HOLDING COMPANY
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number: 0-17733
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West
Virginia
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55-0169957
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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25
Gatewater Road, Cross Lanes, WV 25313
(Address
of Principal Executive Offices, Including Zip Code)
304-769-1100
(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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
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Section
1 – Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement
On
August
1, 2007, City Holding Company (the “Company”) and City
National Bank of West Virginia (“City National”) entered into an Employment
Agreement with John W. Alderman III regarding his continued employment as Senior
Vice-President and Chief Legal Officer (“Alderman Employment
Agreement”).
The
Board of Directors of the Company,
at its regularly scheduled meeting on July 25, 2007, approved the
Alderman Employment Agreement upon recommendation by the Company’s compensation
committee. The Alderman Employment Agreement was signed by the
parties on August 1, 2007. The material terms and conditions of the
Alderman Employment Agreement are as follows:
The
term
of the Alderman Employment Agreement begins as of July 25, 2007, and terminates
on July 31, 2009, unless extended. On each monthly anniversary date
following July 31, 2007, the term is automatically extended for an
additional month unless either the Company, City National or Mr. Alderman
serve notice to the other parties to fix the term to a definite two year period
from the date of such notice.
Mr.
Alderman will receive a minimum annual salary at a rate not less than $170,000,
which may be adjusted upward annually, and will have the right to participate
in
the incentive plans of the Company and City National for which he may become
eligible and designated a participant. In addition, Mr. Alderman will
continue to participate in the employee pension and welfare benefits and group
employee benefits such as sick leave, vacation, group disability and health,
life, and accident insurance and similar indirect compensation which the Company
and City National may from time to time extend to its officers; provided that
Mr. Alderman will receive term life insurance coverage in an amount not less
than two times his base salary.
If
Mr. Alderman suffers a Total and
Permanent Disability during the term of the agreement, he will continue to
earn
all compensation (including bonuses and incentive compensation) to which he
would have been entitled as if he had not been Totally and Permanently Disabled
for the first 12 months of the period, reduced by the amount of any compensation
received pursuant to any applicable disability insurance plan of the Company
or
City National. Thereafter, he will receive compensation to which he
is entitled under any applicable disability insurance plan and the Board of
Directors may terminate Mr. Alderman’s employment. If Mr. Alderman
dies during the term of the agreement, his estate will receive an amount equal
to his Termination Compensation (defined below) paid over 12 equal monthly
payments, in addition to any life insurance benefits available to all employees
of City National. “Termination Compensation” means the highest amount of cash
compensation paid to the employee in respect of any of the three most recent
calendar years ending prior to the date of termination, determined by reference
to the annual cash compensation.
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If
the Company and City National
terminate Mr. Alderman for reasons other than Just Cause, or Mr. Alderman
terminates employment for Good Reason, he will receive his Termination
Compensation paid in 12 monthly installments.
The
Company and City National have the
right to terminate Mr. Alderman for “Just Cause” if he:
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·
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Commits
an act materially detrimental to the Company or City
National;
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·
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Is
convicted of a felony involving moral turpitude;
or
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·
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Materially
breaches any other provision of the
agreement.
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In
the
event Mr. Alderman’s employment is terminated for Just Cause, he will not
receive any compensation or other benefits after the date of
termination.
Mr.
Alderman may voluntarily terminate
employment for “Good Reason” if any of the following events occur without his
express written consent:
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·
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The
assignment to him of duties inconsistent with the position of Senior
Vice
President and Chief Legal Officer;
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·
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A
reduction in his pay grade or base salary or his exclusion from
participation in benefit plans in which he previously
participated;
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·
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An
involuntary relocation more than 50 miles from where he is working
at such
time or breach of any other material provision of the agreement by
the
Company or City National;
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·
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Any
purported termination of his employment by the Company or City National
which is not in accordance with the agreement;
or
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·
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The
occurrence of a change of control.
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For
a period of 24 months following a
voluntary termination of employment or termination of employment for Just Cause
or Total and Permanent Disability, Mr. Alderman cannot:
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·
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Engage
in the consumer, savings or commercial banking business, the savings
and
loan business or the mortgage banking business in any county of any
state
in which the Company or City National maintains offices as well as
certain
other counties in West Virginia, Kentucky or
Ohio.
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For
a
period of 24 months following a termination of employment for Good Reason or
without Just Cause, Mr. Alderman cannot:
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·
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Solicit
any depositors or customers of the Company, City National or their
affiliates; or
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·
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Induce
any then or former employee of the Company, City National or their
affiliates to terminate his or her employment with such
employer.
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For
a
period of 24 months after termination of employment for any reason, Mr. Alderman
cannot disclose any confidential information obtained by him while in the employ
of the Company and City National.
The
foregoing is a summary of the material terms of the Alderman Employment
Agreement and is qualified in its entirety by such agreement, a copy of which
is
attached as Exhibit 10.1 to this Current Report on Form 8-K and is hereby
incorporated by reference into this Item 1.01.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits
Signatures
Pursuant
to the requirements of the Securities and 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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Dated:
August 2, 2007
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City
Holding Company
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By:
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/s/
David L. Bumgarner
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David
L. Bumgarner
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Chief
Financial Officer
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