UNITED
STATES
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
December
9, 2008
(Date of
Report - Date of earliest event reported on)
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Vermont
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000-16435
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03-0284070
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Derby
Road, Derby, Vermont
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05829
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number: (802) 334-7915
Not
Applicable
(Former
name, 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 communications pursuant to Rule 425 under the Securities Act (17CFR
203.425)
[ ]
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. Compensatory Arrangements of Certain Officers
On
December 9, 2008, the Board of Directors (the “Board”) of Community Bancorp.
(the “Company”) approved an amendment and restatement of the Company’s
non-qualified Supplemental Employee Retirement Plan for certain executive
officers (the “SERP”) and an amendment and restatement of the non-qualified
Deferred Compensation Plan for Directors (together, the “Plans”).
The
principal reason for the amendments to the Plans was to achieve documentary
compliance with Section 409A of the Internal Revenue Code of 1986, as amended,
which was added by the American Jobs Creation Act of 2004. Section
409A generally applies to non-qualified plans which provide for payment of
compensation in a taxable year later than the taxable year in which the
recipient becomes vested in the compensation. Section 409A imposes
new requirements with respect to, among other things, the conditions or events
governing when distributions may be made, deferral elections, payment elections,
and the timing of payments. None of the plan amendments affected the
amount of benefits to which a participant is or may be entitled under the
Plans.
The
changes to the Plan include, among others, new restrictions on change elections
and a mandatory six month delay in the commencement of a payout to certain
executive officers who would be considered “specified employees” under Section
409A. Each of the Plans includes a statement of intent that it shall
be operated and interpreted in a manner consistent with the requirements of
Section 409A. The Deferred Compensation Plan for Directors provides
that balances accrued on or after January 1, 2005 (“new balances”) will be
governed by the new 409A-compliant provisions, while balances accrued before
that date and earnings thereon (“grandfathered balances”) will continue to be
governed by the terms of the Plan as previously in effect. The
payment events under the Deferred Compensation Plan for Directors applicable to
payout of new balances include a change in control of the Company.
The
foregoing description of the amendments to the Plans is not a complete
description of all changes made to the Plans and is qualified in its entirety by
reference to the full text of such Plans, filed as Exhibits 10.1 and 10.2,
respectively, to this Report.
In
addition to adopting amendments to the SERP and the Directors’ Deferred
Compensation Plan, on December 9, 2008 the Board adopted a written Officer
Incentive Plan providing for incentive bonus compensation for executive
officers, other officers and other salaried employees meeting specified
eligibility requirements. The written plan embodies the terms of the
unwritten management bonus plan that the Company has previously maintained and
which is described in the Company’s 2008 annual meeting proxy statement under
the caption “Officer Incentive Plan.” The written plan expressly
requires payout of incentive compensation within two and one-half months after
the end of the calendar year in which it is earned, thereby qualifying the
payouts for an exemption from Section 409A for so-called short-term
deferrals. The foregoing description is qualified in its entirety by
reference to the full text of the plan, filed as Exhibit 10.3 to this
Report.
Item
9.01. Financial Statements and Exhibits
(d)Exhibits
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10.1 Amended
and Restated Community National Bank Supplemental Employee Retirement
Plan
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10.2 Community
Bancorp. Amended and Restated Deferred Compensation Plan for
Directors
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10.3 Community
Bancorp. and Subsidiary Officer Incentive
Plan
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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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COMMUNITY
BANCORP.
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DATED:
December 15, 2008
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/s/ Stephen P.
Marsh
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Stephen
P. Marsh,
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President
& Chief Executive Officer
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