Sierra Bancorp 8-K, filed Jan 20, 2023
Sierra Bancorp (BSRR)
About this 8-K
Sierra Bancorp filed this 8-K on January 20, 2023, reporting on events of January 19, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e)Sierra Bancorp (the “Company”) (Nasdaq: BSRR), the bank holding company for Bank of the Sierra, announced that on January 19, 2023 its Board of Directors approved amendments to the employment agreements of: (1) President and CEO Kevin J. McPhaill; (2) EVP and CFO Christopher G. Treece; (3) EVP, CCO and CRO Hugh F. Boyle; (4) EVP and CBO Michael W. Olague; and (5) EVP and CAO Jennifer A. Johnson to provide certain revised terms in connection with each executive’s change in control benefits. Each executive’s change in control benefits has been revised to provide for a cash payment in the amount of two (2) times the executive’s then current base salary and maximum eligible bonus, less applicable withholding deductions. The amendment was signed and became effective on January 19, 2023.
Item 9.01financial Statements and Exhibits
(d)Exhibits. The information furnished pursuant to this item is set forth in the Exhibit Index, which appears below immediately before the signatures.
EXHIBIT INDEX
| ||
Exhibit No. |
| Description |
10.1 | | |
10.2 | | |
10.3 | | |
10.4 | | |
10.5 | | |
104 | | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SIERRA BANCORP | |
| | |
Dated: January 20, 2023 | By: | /s/ Christopher G. Treece |
| | Christopher G. Treece |
| | Executive Vice President & |
| | Chief Financial Officer |
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is entered into as of December [*], 2022 by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Kevin J. McPhaill (“Executive”) on the following terms and conditions.
WHEREAS, the Bank and Bancorp entered into an Employment Agreement with Executive (the “Agreement”) effective January 1, 2019; and
WHEREAS, Executive, the Bank and Bancorp have agreed to amend the Agreement to provide for certain revised terms in connection with Executive’s Change in Control benefits.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Bank and Bancorp and the Executive hereto agree as follows:
1. | Paragraph 9(d)(i)(A) of the Agreement is amended and restated in its entirety to read as follows: |
a cash payment in an amount equal to two (2) times Executive’s then current Base Salary and maximum eligible bonus compensation under paragraph 8(b), less applicable withholding deductions, payable in lump sum promptly after sixty (60) days following such termination, but in no event later than March 15 following the end of the calendar year that includes such termination; and
| 2. | Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement. |
| 3. | This First Amendment may be entered into in one or more counterparts, all of which shall be considered one and the same instrument, and it shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. |
| 4. | Except as expressly modified herein, the terms of the Agreement remain unchanged and in full force and effect. |
[Signature page to follow]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
EXECUTIVE
Kevin J. McPhaill
SIERRA BANCORP
A California corporation
By:
Name:Morris A. Tharp
Title:Chairman of the Board
BANK OF THE SIERRA
A California banking corporation
By:
Name:Morris A. Tharp
Title:Chairman of the Board
2
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is entered into as of December [*], 2022 by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Christopher G. Treece (“Executive”) on the following terms and conditions.
WHEREAS, the Bank and Bancorp entered into an Employment Agreement with Executive (the “Agreement”) effective January 1, 2020; and
WHEREAS, Executive, the Bank and Bancorp have agreed to amend the Agreement to provide for certain revised terms in connection with Executive’s Change in Control benefits.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Bank and Bancorp and the Executive hereto agree as follows:
1. | Paragraph 9(d)(i)(A) of the Agreement is amended and restated in its entirety to read as follows: |
a cash payment in an amount equal to two (2) times Executive’s then current Base Salary and maximum eligible bonus compensation under paragraph 8(b), less applicable withholding deductions, payable in lump sum promptly after sixty (60) days following such termination, but in no event later than March 15 following the end of the calendar year that includes such termination; and
| 2. | Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement. |
| 3. | This First Amendment may be entered into in one or more counterparts, all of which shall be considered one and the same instrument, and it shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. |
| 4. | Except as expressly modified herein, the terms of the Agreement remain unchanged and in full force and effect. |
[Signature page to follow]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
EXECUTIVE
Christopher G. Treece
SIERRA BANCORP
A California corporation
By:
Name:Kevin J. McPhaill
Title:President & CEO
BANK OF THE SIERRA
A California banking corporation
By:
Name:Kevin J. McPhaill
Title:President & CEO
2
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”) is entered into as of December [*], 2022 by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Hugh F. Boyle (“Executive”) on the following terms and conditions.
WHEREAS, the Bank and Bancorp entered into an Employment Agreement with Executive (the “Agreement”) effective December 14, 2020;
WHEREAS, on August 20, 2021, the Agreement was amended to provide for certain revised terms in connection with Executive’s appointment as Chief Risk Officer (the “First Amendment’); and
WHEREAS, Executive, the Bank and Bancorp have agreed to amend the Agreement to provide for certain revised terms in connection with Executive’s Change in Control benefits.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Bank and Bancorp and the Executive hereto agree as follows:
1. | Paragraph 9(d)(i)(A) of the Agreement is amended and restated in its entirety to read as follows: |
a cash payment in an amount equal to two (2) times Executive’s then current Base Salary and maximum eligible bonus compensation under paragraph 8(b), less applicable withholding deductions, payable in lump sum promptly after sixty (60) days following such termination, but in no event later than March 15 following the end of the calendar year that includes such termination; and
| 2. | Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement. |
| 3. | This Second Amendment may be entered into in one or more counterparts, all of which shall be considered one and the same instrument, and it shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. |
| 4. | Except as expressly modified herein, the terms of the Agreement remain unchanged and in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
EXECUTIVE
Hugh F. Boyle
SIERRA BANCORP
A California corporation
By:
Name:Kevin J. McPhaill
Title:President & CEO
BANK OF THE SIERRA
A California banking corporation
By:
Name:Kevin J. McPhaill
Title:President & CEO
2
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is entered into as of December [*], 2022 by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Michael W. Olague (“Executive”) on the following terms and conditions.
WHEREAS, the Bank and Bancorp entered into an Employment Agreement with Executive (the “Agreement”) effective January 1, 2019; and
WHEREAS, Executive, the Bank and Bancorp have agreed to amend the Agreement to provide for certain revised terms in connection with Executive’s Change in Control benefits.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Bank and Bancorp and the Executive hereto agree as follows:
1. | Paragraph 9(d)(i)(A) of the Agreement is amended and restated in its entirety to read as follows: |
a cash payment in an amount equal to two (2) times Executive’s then current Base Salary and maximum eligible bonus compensation under paragraph 8(b), less applicable withholding deductions, payable in lump sum promptly after sixty (60) days following such termination, but in no event later than March 15 following the end of the calendar year that includes such termination; and
| 2. | Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement. |
| 3. | This First Amendment may be entered into in one or more counterparts, all of which shall be considered one and the same instrument, and it shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. |
| 4. | Except as expressly modified herein, the terms of the Agreement remain unchanged and in full force and effect. |
[Signature page to follow]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
EXECUTIVE
Michael W. Olague
SIERRA BANCORP
A California corporation
By:
Name:Kevin J. McPhaill
Title:President & CEO
BANK OF THE SIERRA
A California banking corporation
By:
Name:Kevin J. McPhaill
Title:President & CEO
2
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is entered into as of December [*], 2022 by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Jennifer A. Johnson (“Executive”) on the following terms and conditions.
WHEREAS, the Bank and Bancorp entered into an Employment Agreement with Executive (the “Agreement”) effective February 3, 2020; and
WHEREAS, Executive, the Bank and Bancorp have agreed to amend the Agreement to provide for certain revised terms in connection with Executive’s Change in Control benefits.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Bank and Bancorp and the Executive hereto agree as follows:
1. | Paragraph 9(d)(i)(A) of the Agreement is amended and restated in its entirety to read as follows: |
a cash payment in an amount equal to two (2) times Executive’s then current Base Salary and maximum eligible bonus compensation under paragraph 8(b), less applicable withholding deductions, payable in lump sum promptly after sixty (60) days following such termination, but in no event later than March 15 following the end of the calendar year that includes such termination; and
| 2. | Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement. |
| 3. | This First Amendment may be entered into in one or more counterparts, all of which shall be considered one and the same instrument, and it shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. |
| 4. | Except as expressly modified herein, the terms of the Agreement remain unchanged and in full force and effect. |
[Signature page to follow]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
EXECUTIVE
Jennifer A. Johnson
SIERRA BANCORP
A California corporation
By:
Name:Kevin J. McPhaill
Title:President & CEO
BANK OF THE SIERRA
A California banking corporation
By:
Name:Kevin J. McPhaill
Title:President & CEO
2