ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
OnAugust 9, 2022 ,First Financial Bankshares, Inc. (the "Company") renewed, effectiveAugust 1, 2022 , its Executive Recognition Agreement (each, an "Agreement") with each of the following executive officers of the Company (each, an "Employee"):Name TitleF. Scott Dueser Chairman, President and CEODavid W. Bailey Executive Vice President, Commercial BankingRonald D. Butler , II Executive Vice President, Chief Administrative OfficerJames R. Gordon Executive Vice President, Chief Financial OfficerT. Luke Longhofer Executive Vice President,Chief Lending Officer J. Kyle McVey Executive Vice President, Chief Accounting OfficerJohn Ruzicka Executive Vice President, Chief Information OfficerKirk W. Thaxton Chairman, President and CEO,First Financial Trust andAsset 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
The term of the Agreement commences effective
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
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
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