FIRST FINANCIAL BANK

FFIN
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FIRST FINANCIAL BANKSHARES INC : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

08/10/2022 | 12:34pm

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS




On August 9, 2022, First Financial Bankshares, Inc. (the "Company") renewed,
effective August 1, 2022, its Executive Recognition Agreement (each, an
"Agreement") with each of the following executive officers of the Company (each,
an "Employee"):

Name Title
F. Scott Dueser Chairman, President and CEO
David W. Bailey Executive Vice President, Commercial Banking
Ronald D. Butler, II Executive Vice President, Chief Administrative Officer
James R. Gordon Executive Vice President, Chief Financial Officer
T. Luke Longhofer Executive Vice President, Chief Lending Officer
J. Kyle McVey Executive Vice President, Chief Accounting Officer
John Ruzicka Executive Vice President, Chief Information Officer
Kirk W. Thaxton Chairman, President and CEO, First Financial Trust and
Asset Management Company, N.A.




A copy of the form of Agreement is attached hereto as Exhibit 10.1 and
incorporated herein by reference, and the following summary of the Agreement is
qualified entirely by reference to the text of the Agreement.



Each Employee's prior Executive Recognition Agreement, if applicable, expired on
July 1, 2022, and was replaced by the Agreement.



The term of the Agreement commences effective August 1, 2022, and continues
until the earliest to occur of (a) the Employee's death, disability or
retirement, (b) the termination of the Employee's employment with the Company
prior to a "change in control" (as defined in the Agreement) of the Company, or
(c) August 1, 2024. Pursuant to the Agreement, if a change in control of the
Company occurs during the term of the Agreement, the Agreement shall continue in
effect for a period of two years from the date of any such change in control of
the Company; and further, if a second change in control occurs within a period
of two years from the date of the first change in control, the Agreement shall
continue in effect for a period of two years from the date of the second change
in control of the Company. If any benefit accrues and remains unpaid at the time
the Agreement would otherwise have terminated, the Agreement will remain in
effect until such benefit is paid in full solely for the purpose of permitting
the Employee to enforce the full payment of such benefit.



The Agreement provides that if a change in control of the Company occurs, the
Employee shall be entitled to benefits (described below) upon the subsequent
termination of the Employee's employment during the term of the Agreement,
unless such termination is (a) because of the Employee's death, disability or
retirement, (b) by the Company "for cause" (as defined in the Agreement), or (c)
by the Employee other than for "good reason" (as defined in the Agreement).



The Agreement also provides that if, within twenty-four months following a
change in control of the Company, the Company terminates the Employee for any
reason other than for cause, death, disability or retirement, or the Employee
terminates his employment for good reason, then the Company shall pay or provide
to the Employee, no later than the 15th day of the third month following the
Employee's date of termination, without regard to any contrary provisions of any
applicable employee benefit plan, the following: (a) three-hundred percent
(300%) in the case of Mr. Dueser's annual base salary payable by the Company
immediately preceding the Date of Termination or two-hundred percent (200%) in
the case of other executive officer's annual base salary payable by the Company
immediately preceding the Date of Termination; (b) the targeted amount of the
Employee's bonus prorated through the date of termination; and (c) a lump sum
payment of the Employee's accrued but unused paid time off.



Notwithstanding the foregoing, if an Employee is a "key employee" within the
meaning of Section 416(i) of the Internal Revenue Code of 1986, as amended, and
the Employee has the right to receive a distribution as a result thereof, then
the distribution to such key Employee upon termination of employment shall not
commence earlier than six months following the date of termination.



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Under the Agreement, if any payments or benefits to the Employee would
constitute a "parachute payment" and would be subject to excise tax, then a
calculation shall be made comparing (a) the net benefit to the Employee, after
payment of such excise tax and all other federal, state, local, or foreign
income, and employment taxes, to (b) the net benefit to the Employee if payments
are limited to the extent necessary to avoid being subject to the excise tax.
Only if the amount calculated under (a) above is less than the amount under (b)
above will the payments be reduced to the minimum extent necessary to ensure
that no portion of the payment to the Employee is subject to the excise tax. As
of the date of this report, based on projected parachute payment amounts, no
Employee would incur an excise tax and all parachute payments per the "net
benefit" calculation would be fully deductible by the Company.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



10.1 Form of Executive Recognition Agreement, dated August 1, 2022
104 Cover Page Interactive Data File (embedded within Inline XBRL document)



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