AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of
report (Date of earliest event reported): December 14, 2006
name of registrant as specified in its charter)
or Other Jurisdiction of Incorporation )
Employer Identification No.)
Street, New York, NY 10027-4512
of Principal Executive Offices)
telephone number, including area code: (212)
name or former address, if changed since last report)
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 Instructions A.2. below):
communications pursuant to Rule425 under the Securities Act (17 CFR
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
1 THROUGH 5.01 AND 5.03 THROUGH 9. NOT APPLICABLE.
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
December 14, 2006, the Board of Directors of Carver Bancorp, Inc., approved
Performance Compensation Plan of Carver Bancorp, Inc. (the “Plan”).
was adopted to promote the growth and profitability of Carver Bancorp, Inc.
“Company”) and any of its respective affiliates (collectively referred to as the
“Employer”) to provide certain key officers of the Employer with an incentive to
achieve business objectives, and to attract and retain individuals of
fiscal year of the Company (the “Plan Year”), beginning with the fiscal year
beginning on April 1, 2005 and ending on March 31, 2006, the Compensation
Committee of the Company will designate certain officers or employees of the
Company (“Eligible Employee”) who may be eligible for a payment under the Plan
(“Incentive Payment”). An individual who is an Eligible Employee for a Plan Year
or Plan Years may be excluded from participation in subsequent years at the
discretion of the Compensation Committee.
Compensation Committee will determine whether a payment will be awarded to
Eligible Employee in any Plan Year and held in a memorandum account for the
benefit of the Eligible Employee. No interest or accruals, of any kind, will
paid or credited to the account.
Incentive Payment will vest at 20% a year on the date specified by the
Compensation Committee. If the Eligible Employee is terminated, there will
further increase in the Eligible Employee’s vesting percentage and any portion
that is not vested will be forfeited. However, the Eligible Employee’s account
will become fully vested at (1) the effective time of a change in control and
(2) termination of employment due to death or disability. The Compensation
Committee may accelerate vesting at any time.
Eligible Employee is terminated due to death, disability or a change in control,
the vested account balance will be paid to the Eligible Employee within 30
following the termination date. Notwithstanding anything to the contrary, all
vested portions will be paid in cash, subject to applicable withholding taxes
soon as practicable following the vesting date but in no event later than the
the third month of the year immediately following the Plan Year.
to the requirements of the Securities Exchange Act of 1934, the registrant
duly caused this report to be signed on its behalf by the undersigned hereunto
Chairman & Chief Executive
December 19, 2006