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) January 25, 2005
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TD Banknorth Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-51179 01-0437984
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
P.O. Box 9540, Two Portland Square, Portland, Maine 04112-9540
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (207) 761-8500
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Not Applicable
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(Former name, former address and former fiscal year, 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 (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] 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 1.01 Entry into a Material Definitive Agreement.
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Pursuant to the Executive Incentive Plan, as amended as of October 22,
2002 (the "Incentive Plan"), of TD Banknorth Inc. (the "Company"), on January
25, 2005 the Human Resources and Compensation Committee of the Board of
Directors (the "Committee") established performance targets for the annual
bonuses for calendar 2005. The performance targets are based on the Company's
operating earnings per share for 2005, as defined by the Committee in
connection with the grant of the awards. No annual cash bonuses for 2005 will
be paid to the Company's executive officers unless the Company's earnings per
share increase by at least 10.5% in 2005 compared to 2004, while lower level
officers and employees will receive cash bonuses if the Company's earnings per
share increase in 2005 by less than 10.5%.
The target cash bonuses for the Company's named executive officers are
as follows:
* for William J. Ryan, Chairman, President and Chief Executive
Officer, 100% of the mid-point of his salary range,
* for Peter J. Verrill, Senior Executive Vice President and Chief
Operating Officer, 70% of the mid-point of his salary range, and
* for each of David J. Ott, Senior Executive Vice President and Chief
Banking Officer, Andrew W. Greene, Senior Executive Vice President,
Insurance and Investments, and Wendy Suehrstedt, Executive Vice
President, Chief Retail Officer, 65% of the mid-point of their
respective salary ranges.
The actual bonuses payable for 2005 to the Company's executive officers
will range from 0% of the base salary range (if earnings per share do not
increase by at least 10.5%) to a maximum of 250% of the mid-point of the base
salary range for Mr. Ryan, 175% of the mid-point of the base salary range for
Mr. Verrill, and 163% of the mid-point of the base salary range for each of
Mr. Ott, Mr. Greene and Ms. Suehrstedt.
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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.
TD BANKNORTH INC.
By: /s/ Peter J. Verrill
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Name: Peter J. Verrill
Title: Senior Executive Vice President and
Chief Operating Officer
Date: May 10, 2005
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