8-K - ISTR - Equibles

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): October 28, 2025

Investar Holding Corporation

(Exact name of registrant as specified in its charter)

Louisiana	001-36522	27-1560715
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)
10500 Coursey Blvd.<br><br> <br>Baton Rouge , Louisiana 70816
---
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (225) 227-2222

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value per share	ISTR	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 31, 2025, Investar Holding Corporation (the “Company”), through its wholly-owned subsidiary, Investar Bank (the “Bank”), entered into an employment agreement (the “Employment Agreement”) and a Salary Continuation Agreement (the “Salary Continuation Agreement”) with John R. Campbell. Mr. Campbell will continue to serve as Executive Vice President and Chief Financial Officer of the Bank. The Board of Directors of the Company (the “Company Board”), acting upon the recommendation of the Compensation Committee, approved each of the agreements. In addition, the Bank will amend a Split Dollar Life Insurance Agreement (the “Split Dollar Agreement”) currently in place with Mr. Campbell. The Employment Agreement and the Salary Continuation Agreement are effective October 31, 2025 (the “Effective Date”), and the Split Dollar Agreement is effective as of the date the life insurance policies referenced in such agreements are issued.

Employment Agreement

The initial term of the Employment Agreement expires on October 31, 2028 and will automatically renew for successive one-year periods unless written notice of non-renewal is given by either party to the other at least ninety (90) days prior to the expiration of the then-current term.

Under the Employment Agreement, Mr. Campbell is entitled to $350,000 in annual base salary. He is also eligible to receive annual incentive compensation of up to 45% of his base salary earned for that calendar year, subject to the discretion and approval of the Company Board.

He is entitled to participate in the employee benefit plans, programs and policies maintained by the Company and Bank applicable generally to senior executives in accordance with the terms and conditions of such arrangements as in effect from time to time and as otherwise set forth in the Employment Agreement, and the Employment Agreement also provides for paid time off and reimbursement of reasonable travel and entertainment expenses.

Under the terms of the Employment Agreement, if the Company and the Bank terminate his employment for disability (as defined in the Employment Agreement), Mr. Campbell will be entitled to any accrued but unpaid base salary and incentive compensation and other vested benefits and the continued payment of his then-current base salary for one hundred eighty days. In addition, if the Company and the Bank terminate his employment other than for cause (as defined in the Employment Agreement), death, or disability, or he terminates employment for good reason (as defined in the Employment Agreement), he will be entitled to:

• any accrued but unpaid base salary and incentive compensation and other vested benefits;

• an amount equal to the sum of his then-current base salary plus the average annual bonus paid to him over the preceding three calendar years, to be paid in equal monthly installments over twelve months; and

• continued medical insurance coverage for Mr. Campbell and his dependents for eighteen months following the date of termination, unless he becomes eligible to receive group health benefits under a subsequent employer.

Under the terms of the Employment Agreement, if the Company and the Bank terminate Mr. Campbell’s employment other than for cause, death or disability, or he terminates employment for good reason, in either case during the term of the Employment Agreement within six months prior to or twelve months following a change in control, he will be entitled to the benefits outlined above and to an additional amount paid in a lump sum equal to 50% of the sum of his then-current base salary plus the average annual bonus paid to him over the preceding three calendar years.

The Employment Agreement contains provisions governing the non-disclosure and non-use of the trade secrets and confidential information of the Company and the Bank and mutual covenants not to disparage the other party. In addition, the Employment Agreement includes non-competition, non-solicitation of customers and non-piracy of employees covenants which remain in effect for twelve months following the termination of his employment (or twenty four months following termination in connection with a change in control). Additionally, he is subject to certain forfeiture, regulatory and recoupment restrictions and must execute a valid release of claims in order to receive any severance payment.

Salary Continuation Agreement

The Salary Continuation Agreement represents an unfunded, non-qualified deferred compensation arrangement under the Internal Revenue Code of 1986, as amended. The Salary Continuation Agreement between the Bank and Mr. Campbell provides that he shall receive annual payments of $125,000 upon attaining the age of 65, with such payments payable monthly over a period of 120 months (10 years). Mr. Campbell is also entitled to certain reduced payments following a termination of employment prior to attaining age 65 (other than a termination due to death or with cause), which payments will be made on the same schedule as set forth above. Mr. Campbell’s Salary Continuation Agreements provides for a lump sum payment of the accrual balance amount of the applicable benefit upon a qualifying change in control. The payment of the benefits to Mr. Campbell is subject to forfeiture if his employment is terminated with cause, or if under the Federal Deposit Insurance Act, he is subject to a final removal or prohibition order issued by an appropriate federal banking agency or the Bank is in default.

Split Dollar Life Insurance Agreement

The Split Dollar Agreement provides for the division of death proceeds under certain life insurance policies owned by the Bank on the life of Mr. Campbell with his designated beneficiary. The Bank has the right to exercise all incidents of ownership of the life insurance policies and maintains at all times ownership of the cash value of the insurance policies. Under the Split Dollar Agreement, if Mr. Campbell dies prior to termination of his employment with the Bank, his designated beneficiary will be entitled to a benefit equal to the accrued liability at retirement from his Salary Continuation Agreement limited to 100% of the Net Amount at Risk insurance portion of the proceeds. For purposes of the Split Dollar Agreement, “Net Amount at Risk” means the difference between the total death proceeds payable under the insurance policies less the aggregate cash value of the policies measured as of the date giving rise to the need for such calculation. The amount of the benefit payable under the Split Dollar Agreement may be reduced or eliminated if Mr. Campbell fails to cooperate with the Bank or the insurer with regards to the policies. In addition, no benefits will be paid if he dies under circumstances that result in no coverage under the policies (such as suicide); provided, however, that the Bank will evaluate the reason for denial and, upon advice of legal counsel and in its sole discretion, consider judicially challenging such denial.

The foregoing description of the Employment Agreement, the Salary Continuation Agreement, the Split Dollar Agreement and the First Amendment to Split Dollar Agreement do not purport to be complete and are qualified in their entirety by reference to the Employment Agreement, the Salary Continuation Agreement, the Split Dollar Agreement and the First Amendment to Split Dollar Agreement attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.

Item 8.01 Other Events

On October 28, 2025, during an open trading window, John J. D’Angelo, President and Chief Executive Officer of the Company, adopted a prearranged stock trading plan (the “Plan”) to exercise Company stock options that are set to expire in March 2026 and sell a portion of the acquired stock. This plan was adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s Insider Trading Policy. The Plan becomes effective on January 26, 2026 and will expire on or before March 31, 2026.

Mr. D’Angelo entered into the Plan as part of his personal long-term financial and tax planning strategies. The Plan provides for the orderly exercise of up to 26,163 stock options held by Mr. D’Angelo that will expire in March 2026, and the related sale of the acquired shares. Mr. D’Angelo continues to hold a significant number of fully-vested shares, exceeding the Company’s guidelines for share ownership. Any transactions under the Plan will be publicly reported through Form 4 filings with the Securities and Exchange Commission.

Other officers or directors of the Company may, in the future, enter into Rule 10b5-1 trading plans related to the Company’s shares. The Company undertakes no obligation to report Rule 10b5-1 trading plans adopted by any of its officers or directors, or to report any modifications or terminations of any publicly announced plans, except to the extent required by law.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Exhibit
10.1	Employment Agreement, dated as of October 31, 2025, by and between Investar Bank, National Association and John R. Campbell
10.2	Salary Continuation Agreement, dated October 31, 2025, by and between Investar Bank and John R. Campbell
10.3	Split Dollar Agreement, dated May 9, 2024, by and between Investar Bank and John R. Campbell
10.4	First Amendment to Split Dollar Agreement, dated October 31, 2025, by and between Investar Bank and John R. Campbell
104	The cover page of Investar Holding Corporation’s Form 8-K is formatted in Inline XBRL

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.

	INVESTAR HOLDING CORPORATION
Date: November 3, 2025	By:	/s/ John J. D’Angelo
		John J. D’Angelo
		President and Chief Executive Officer

ex_840701.htm

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2025 (the “Effective Date”), by and among INVESTAR BANK, NATIONAL ASSOCIATION, a Louisiana bank (the “Employer”) and John R. Campbell, a resident of Louisiana (“Executive”). **** The Employer and Executive are sometimes hereinafter referred to, collectively, as the “Parties” and, individually, as a “Party.”

WHEREAS, Executive is currently engaged as Executive Vice President and Chief Financial Officer **** of the Employer; and

WHEREAS, the Employer wishes to continue to employ Executive to serve as Executive Vice President and Chief Financial Officer of the Employer and Executive wishes to continue to be so employed by the Employer, all upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, for and in consideration of the Agreement’s mutual covenants, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. The following terms used in this Agreement shall have the following meanings:

(a) “Cause” shall mean a termination of Executive’s employment as a result of:

(i) any act by Executive of fraud against, material misappropriation from, or material dishonesty to the Employer during the Term;

(ii) conduct by Executive that amounts to willful misconduct, gross and willful insubordination, or gross neglect in the performance of Executive’s duties and responsibilities hereunder;

(iii) Executive’s indictment for (or its procedural equivalent), or entering of a guilty plea or plea of no contest with respect to, a crime involving breach of trust or moral turpitude or any felony;

(iv) Employer’s receipt of any form of notice, written or otherwise, that any regulatory agency having jurisdiction over the Employer intends to institute any form of formal or informal regulatory action against Executive;

(v) Executive’s removal and/or permanent prohibition from participating in the conduct of the Employer’s affairs by an order issued under 12 U.S.C. Section 1818(e) or (g);

(vi) the exhibition of a standard of behavior within the scope of or related to Executive’s employment that is materially disruptive to the orderly conduct of the Employer’s business operations (including, without limitation, substance abuse or sexual harassment or sexual misconduct that violates federal or state law);

(vii) Executive’s breach of any fiduciary duty owed to the Employer; or

(viii) a material breach of the terms of this Agreement by Executive not cured by Executive within twenty (20) business days after his receipt of the Employer’s written notice thereof, including, without limitation, a material failure by Executive to perform Executive’s duties and responsibilities in the manner and to the extent required under this Agreement, and, in the event Executive does not cure said condition, the Employer terminates his employment within thirty (30) days after the period for curing said condition has expired;

each of the foregoing to be determined by the Chief Executive Officer of the Employer (“CEO”), as applicable, in the reasonable exercise of his or her discretion and acting in good faith.

(b) “Change in Control” shall mean the occurrence of any of the following events, provided the Change in Control also constitutes a change in the ownership of the Company, or in a substantial portion of the assets of the Company, as applicable, within the meaning of Section 409A of the Code.

(i) During any twelve (12)-month period, the individuals who are members of the Board of Directors of the Company (the “Company Board”) immediately before the beginning of such twelve (12)-month period (the “Incumbent Board”) cease for any reason to constitute at least 50% of the Company Board during that twelve (12)-month period; provided, however, that if the election, or nomination for election by the Company’s shareholders, of any new director was approved in advance by a vote of at least 50% of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board;

(ii) Upon the consummation of any acquisition, merger, consolidation, reorganization or other similar transaction immediately after which the shareholders of the Company immediately before such transaction own less than 50% of the total fair market value or total voting power of the Company or the Person resulting from such transaction if not the Company; provided, however, that the event described in this Subsection (ii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or the Employer, or (C) by an underwriter temporarily holding securities pursuant to an offering of such securities;

(iii) When any Person or more than one Person acting as a group acquires, or has acquired, during any twelve (12)-month period more than 50% of the total gross fair market value of the assets of the Company immediately prior to such acquisition or acquisitions, including, without limitation, stock or assets of the Employer.

(c) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(d) “Company” shall mean Investar Holding Corporation, a Louisiana corporation.

(e) “Competitive Business” shall mean an enterprise that is in the business of offering banking products and/or services, which services and/or products are similar or substantially identical to those offered by the Employer during Executive’s employment with the Employer.

(f) “Disability” shall mean a condition for which benefits are payable to Executive under any long-term disability insurance coverage then provided to Executive by the Employer; or, if no such coverage is then being provided, the inability of Executive to perform the essential functions of Executive’s duties under this Agreement with or without reasonable accommodation for a period of at least ninety (90) days in the aggregate in any rolling one hundred and eighty (180)-day period, as determined by an independent physician selected by the Employer.

(g) “Good Reason” shall mean if, during the term of Executive’s employment under this Agreement, and without Executive’s consent, the following occurs:

(i) any breach of the material terms of this Agreement by the Employer;

(ii) any material and adverse change in the reporting relationship(s), authority, duties or responsibilities of Executive;

(iii) any assignment of duties that are materially and adversely inconsistent with Executive’s position or that are materially and adversely inconsistent with Executive’s authority, duties or responsibilities described in this Agreement;

(iv) the relocation of Executive without Executive’s consent to any principal place of employment that is a material change from the main office of the Employer as the Employer may from time to time designate; provided, however, this Subsection (iv) shall not apply in the case of business travel which requires Executive to relocate temporarily for periods of ninety (90) days or less; or

(v) any material and adverse change in Executive’s Base Salary or annual bonus opportunity.

Notwithstanding the foregoing, no event shall constitute Good Reason unless Executive notifies the CEO in writing regarding the existence of the condition(s) constituting Good Reason no later than thirty (30) days after Executive knows of the condition(s), the Employer does not cure said condition within thirty (30) days after receipt of Executive’s written notice and, in the event the Employer does not cure said condition, Executive terminates his employment within thirty (30) days after the period for curing said condition has expired without the Employer having cured same.

(h) “Person” shall mean any individual, corporation, bank, credit union, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

(i) “Territory” shall mean, to the extent the Employer carries on business therein, (i) Ascension, Calcasieu, East Baton Rouge, East Feliciana, Evangeline, Jefferson, Lafayette, Livingston, St. Tammany, Tangipahoa, West Baton Rouge and West Feliciana Parishes, Louisiana, (ii) Galveston and Harris Counties, Texas, (iii) Sumter and Tuscaloosa Counties, Alabama, and (iv) in the event that the Employer expands the geographic reach of its business to other parishes or counties during Executive’s employment, the definition of Territory shall expand to include such additional parishes or counties where its offices are located. In such case, Executive agrees to execute and deliver an amendment hereto adding any such additional parishes or counties, upon payment to Executive by the Employer of the sum of One Hundred Dollars ($100) per amendment.

2. Employment. The Employer hereby employs Executive, and Executive hereby accepts such employment, as Executive Vice President and Chief Financial Officer of the Employer, with such duties and responsibilities as are customarily performed by persons acting in such capacities and as may be delegated from time to time to Executive by the CEO, as applicable, upon and pursuant to the terms and conditions set forth in this Agreement.

3. Term and Duties.

(a) Term. The period of Executive’s employment with the Employer under this Agreement shall commence as of the date hereof and shall continue for a period of three (3) years unless earlier terminated pursuant to this Agreement (the “Initial Term”). If the Agreement is in effect at the end of the Initial Term, the Term, as defined herein, shall be renewed automatically for successive twelve (12)-month periods (each a “Renewal Term”) unless and until one Party gives written notice to the other of its or his intent not to extend this Agreement with such written notice to be given not less than ninety (90) days prior to the end of the Initial Term or any subsequent Renewal Term, as applicable. In the event such notice of non-renewal is properly given, this Agreement shall terminate at the end of the remaining Initial Term or Renewal Term then in effect, subject to earlier termination in connection with the termination of Executive’s employment pursuant to this Agreement. In the event that any Party provides timely notice of non-renewal of the Agreement, Executive shall terminate his employment with the Employer on expiration of the Term (the Initial Term and any subsequent Renewal Terms hereinafter referred to as the “Term”).

(b) Performance of Duties. During the Term, except for periods of illness, disability, reasonable vacation periods, and authorized leaves of absence, all subject to policies generally applicable to senior executives of the Employer, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties under this Agreement. Executive shall be eligible to participate as a member in community, civic, religious, or similar organizations, and may pursue personal investments, which in either event do not present any material conflict of interest with the Employer (with prior written approval by the CEO during the Term), or unfavorably affect in any material respect the performance of Executive’s duties under this Agreement.

(c) No Other Agreement. Executive shall have no employment contract or other written or oral agreement concerning employment with any organization, entity or person other than the Employer during the Term.

4. Compensation.

(a) Base Salary. The Employer shall pay Executive a minimum base salary per year that is no less than the amount paid to Executive as of the Effective Date of this Agreement (as in effect as of the Effective Date or as subsequently increased thereafter, the “Base Salary”). Following the first anniversary of the Initial Term and thereafter (including during any Renewal Term), Executive’s Base Salary may be increased (but not decreased) at the discretion of the Company Board; such initial Base Salary, or any increased Base Salary, shall be payable in substantially equal installments in accordance with the Employer’s normal pay practices, but not less frequently than monthly.

(b) Incentive Compensation. Subject to applicable law, including any required regulatory approval, Executive shall be eligible to participate in an annual incentive compensation program. For each calendar year during the Term (prorated for any partial calendar year), Executive shall be eligible to receive annual incentive compensation in an amount of up to forty-five percent (45%) of his Base Salary earned for that calendar year (“Incentive Compensation”). The performance measures for any given year shall be set by the Company Board after consultation with Executive no later than November 30^th^ of the year preceding the year to which the Incentive Compensation opportunity relates. Entitlement to and payment of such Incentive Compensation and any related holdbacks are subject to the discretion and approval of the Company Board. Any Incentive Compensation earned shall be payable no later than sixty (60) days following the calendar quarter in which the Incentive Compensation is earned, in accordance with the Employer’s normal practices for the payment of Incentive Compensation. To be entitled to any payment of Incentive Compensation, Executive must be employed by the Employer on the last day of the applicable calendar year in which the Incentive Compensation is earned.

(c) Stock Option and Equity Awards. Executive will be eligible to participate in any stock option plan, restricted stock and long-term equity incentive plans offered by the Employer to employees on the same basis as such other similarly situated employees of the Employer and terms consistent with Executive’s position with the Employer.

(d) Reimbursement of Expenses; Automobile Use. Employer shall pay or reimburse Executive for all reasonable travel and entertainment expenses incurred by Executive in the performance of his duties and responsibilities under this Agreement, in accordance with the terms provided in the Employer’s applicable policies and procedures, and as the Employer has adopted or may adopt in the future;

Executive agrees, as a condition of any such reimbursement, to submit verification of the nature and amount of such expenses in accordance with such reimbursement policies and in sufficient detail to comply with rules and regulation promulgated by the United States Department of Treasury.

(e) Clawback of Compensation. Executive agrees to repay the gross amount of any compensation previously paid to Executive under this Agreement that is subject to recovery under any applicable law (including any rule of any exchange or service through which the securities of the Company are then traded) or compensation recoupment policy the Employer may adopt from time to time, including, but not limited to, the following circumstances:

(i) where such compensation was in excess of what should have been paid because the determination of the amount due was based, in whole or in part, on materially inaccurate financial information of the Employer;

(ii) where such compensation constitutes “excessive compensation” within the meaning of 12 C.F.R. Part 30, Appendix A;

(iii) where Executive has committed, is substantially responsible for, or has violated, the respective acts, omissions, conditions, or offenses outlined under 12 C.F.R. Section 359.4(a)(4); or

(iv) if the Employer becomes, and for so long as the Employer remains, subject to the provisions of 12 U.S.C. Section 1831o(f), where such compensation exceeds the restrictions imposed on the senior executive officers of such an institution.

Executive agrees to return within sixty (60) days, or within any earlier timeframe required by applicable law or any recoupment policy, any such compensation properly identified by the Employer by written notice. If Executive fails to return such compensation within the applicable time period, Executive agrees that the amount of such compensation may be deducted from any and all other compensation owed to Executive by the Employer. The provisions of this Section 4(e) shall be modified to the extent, and remain in effect for the period, required by applicable law.

5. Participation in Benefit Plans.

(a) Incentive, Savings, and Retirement Plans. During the Term, Executive shall be entitled to participate in all other incentive, savings, and retirement plans, practices, policies, and programs applicable generally to senior executive officers of the Employer, on the same basis as such other similarly situated employees of the Employer and consistent with Executive’s position with the Employer, in accordance with the terms of such plans, practices, policies and programs.

(b) Health and Welfare Benefit Plans. During the Term, Executive and Executive’s dependents shall be eligible for participation in and shall receive all benefits under any health and welfare benefit plans, practices, policies and programs provided by the Employer, to the extent applicable to similarly situated executives of the Employer and their eligible dependents and subject to the terms, conditions and eligibility requirements (including any required premium payments or other costs) therefore as may be prescribed by the Employer and set forth in the terms of such plans, practices, policies and programs from time to time.

(c) Paid Time Off. During the Term, Executive shall be entitled to annual paid time off in accordance with the policies that the Employer periodically establishes for similarly situated executives of the Employer.

6. Payments and Benefits to Executive Upon Termination of Employment. The Employer may terminate Executive’s employment under this Agreement for any reason (except upon termination of Executive’s employment for Cause) with thirty (30) days’ prior written notice to Executive, and Executive may voluntarily terminate his employment under this Agreement with thirty (30) days’ prior written notice to the Employer. The rights and obligations of the Employer and Executive in the event of employment termination during the Term are set forth in this Section 6 as follows:

(a) Death Benefits. Executive’s employment under this Agreement shall terminate automatically upon Executive’s death. If Executive’s employment is terminated by reason of death during the Term, the Employer shall pay Executive, or as applicable, his designated beneficiary or beneficiaries, or to his estate, as the case may be, any accrued but unpaid compensation described in Section 4 as set forth therein.

(b) Disability Benefits. If the Employer determines that Executive has incurred a Disability (whether or not any applicable long-term disability insurance carrier deems him to have incurred a Disability), the Employer may terminate Executive’s employment under this Agreement on account of Executive’s Disability. If Executive’s employment is terminated by the Employer by reason of Disability, the Employer shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be (1) his then current Base Salary in equal monthly installments and in accordance with the Employer’s regular payroll practices for a period ending one hundred and eighty (180) days following the date of termination of his employment by reason of Disability, and (2) any accrued but unpaid compensation or other vested benefits described in Section 4 as set forth therein.

(c) Termination for Cause or by Executive Without Good Reason. Following Executive’s termination for Cause or a termination by Executive without Good Reason upon thirty (30) days’ written notice, the Employer shall pay Executive any accrued but unpaid compensation described in Section 4 as set forth therein. Executive shall have no right to any other compensation or benefits (except for vested benefits under any employee benefit plan in accordance with the terms of the plan and any right to continued health coverage under Section 4980B of the Code (“COBRA”) or similar state law) for any period after a termination for Cause or a termination by Executive without Good Reason upon thirty (30) days’ written notice, and all outstanding unvested equity and shares/units associated with outstanding performance cycles and all unvested options or other equity awards will be cancelled.

(d) Other Qualifying Events of Termination. Upon Executive’s termination of employment for Good Reason or the Employer’s termination of Executive’s employment for any reason other than death, Disability or Cause, Executive shall be entitled to the following:

(i) the Employer shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, any accrued but unpaid compensation described in Agreement Section 4 as set forth therein;

(ii) the Employer shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, an amount equal to the sum of (1) Executive’s then-current Base Salary (or, if greater, the rate in effect before any reduction in Base Salary that gave rise to termination of Executive’s employment for Good Reason) plus (2) the average annual bonus paid to Executive with respect to the three (3) calendar-year period immediately preceding Executive’s termination of employment, to be paid in equal monthly installments and in accordance with the Employer’s regular payroll practices, over a period of twelve (12) months **** following the date of termination of his employment (“Severance”); and

(iii) if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for eighteen (18) months following the date of termination (the “COBRA Reimbursement Period”) the Employer shall pay to Executive monthly payments of an amount equal to the excess of (1) the COBRA cost of such coverage over (2) the amount that Executive would have had to pay for such coverage if he had remained employed during the COBRA Reimbursement Period and paid the active employee rate for such coverage, less withholding for taxes and other similar items; provided, however, that (A) if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise, the Employer’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; and (B) the COBRA Reimbursement Period shall only run for the period during which Executive is eligible to elect health coverage under COBRA and timely elects such coverage.

Any amounts due pursuant to this Section 6(d) shall be subject to Section 8(a). Executive shall have no right to any other compensation or benefits (except for vested benefits under any employee benefit plan in accordance with the terms of the plan and any right to continued health coverage under COBRA or similar state law) for any period after termination.

7. Change in Control.

(a) If during the Term and during the period beginning six (6) months prior to, and ending twelve (12) months after the closing of a Change in Control, Executive experiences a termination of employment either by Executive for Good Reason or the Employer for any reason other than death, Disability or Cause, then, in addition to any Severance payable pursuant to Section 6(d), the Employer shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, an amount equal to fifty percent (50%) of the sum of (1) Executive’s then-current Base Salary (or, if greater, the rate in effect before any reduction in Base Salary that gave rise to termination of Executive’s employment for Good Reason) plus (2) the average annual bonus paid to Executive with respect to the three (3) calendar-year period immediately preceding Executive’s termination of employment, to be paid on the later of the date of the Change in Control or Executive’s termination of employment. Any amounts due pursuant to this Section 7(a) (a “Change in Control Payment”) shall be paid in a lump sum subject to Section 8(a).

(b) Notwithstanding the foregoing, if all or any portion of the payments and benefits provided to an Executive under this Agreement, or any other payment or benefit (including under any plan or arrangement adopted in the future), would otherwise constitute “excess parachute payments” within the meaning of Section 280G of the Code (“Payments”), then the amount of such Payments shall be reduced to an amount that would result in there being no excess parachute payments; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate Payments to be provided, determined on an after-tax basis (taking into account the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). If any such reduction is necessary hereunder, cash payments shall be modified or reduced first, against the latest amounts otherwise payable, and then any other benefits on a prorated basis. Determination of whether the Payments would constitute an excess parachute payment, and the amount of reduction so that no excess parachute payments shall exist, shall be made, at the Employer’s expense, by the independent accounting firm employed by the Employer immediately prior to the occurrence of any Change in Control (the “Determination Firm”).

(c) This Agreement contains covenants of Executive to refrain from certain activities deemed harmful to the Employer for a set period of time in exchange for the promises contained herein. If Executive is deemed eligible to receive Payments under this Agreement that could be subject to the Excise Tax, the Employer shall seek a valuation from the Determination Firm to determine the value of the covenants contained in this Agreement and such amount shall be allocated to such arrangements and be excluded from treatment as a Payment.

8. General Provisions Applicable to Post-Termination Compensation.

(a) Release. In return for Severance or any other post-termination payments and benefits described in Sections 6 or 7 of this Agreement and the Release, Executive shall execute a full release and waiver acceptable to the Employer (the “Release”) of all known or unknown claims or causes of action Executive has, had, or may have against the Employer, its affiliates and all of the officers, employees, directors and agents of the Employer and its affiliates. Executive must execute such Release and the applicable revocation period required by law must expire, within sixty (60) days following Executive’s termination of employment (and again as to payments due as of a later Change in Control within sixty (60) days following the Change in Control). The Severance or any other post-termination payments and benefits described in Sections 6 or 7 of this Agreement that would have been made prior to such Release becoming effective and irrevocable shall be held and accumulated until the execution of said Release and the expiration of the revocation period without Executive having revoked the same. If the Release becomes effective and irrevocable within such sixty (60) days, all payments and reimbursements held and accumulated will be made within thirty (30) days after the Release becomes effective and irrevocable and the remaining payments and reimbursements will be made as otherwise specified. If Executive does not execute the Release and the Release does not become irrevocable before the sixtieth (60^th^) day after Executive’s termination of employment, Executive shall not receive Severance or any other post-termination payments and benefits described in Sections 6 or 7 of this Agreement. Notwithstanding the foregoing, if the period for the execution of said Release and the expiration of the revocation period without Executive having revoked the same spans more than one calendar year, all payments and reimbursements held and accumulated will not be made any earlier than the subsequent calendar year.

(b) Compliance with Protective Covenants. Notwithstanding anything to the contrary in this Agreement, in the event Executive fails or ceases to fully abide by all of the covenants contained in Section 10, or in the event any court of competent jurisdiction or arbitrator deems any such covenant(s) to be invalid or unenforceable as the result of a challenge by Executive, then Executive acknowledges and agrees that such circumstances shall constitute a failure of consideration and Executive shall not be entitled to Severance or any other post-termination payments or benefits pursuant to Sections 6 or 7 of this Agreement. If Executive has already received any such Severance or post-termination payments and benefits at the time he fails or ceases to fully abide by any such covenant or any court of competent jurisdiction or arbitrator deems any such covenant(s) to be invalid or unenforceable as the result of a challenge by Executive, the Employer shall immediately be entitled to recover all such gross amounts in full from Executive.

9. Regulatory Limitations

(a) If Executive is suspended and/or temporarily prohibited from participating in the conduct of the affairs of the Employer by a notice served under 12 U.S.C. Section 1818(e) or (g), the obligations of the Employer under this Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings.

(b) If Executive is removed and/or permanently prohibited from participating in the conduct of the affairs of the Employer by an order issued under 12 U.S.C. Section 1818(e) or (g), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the Parties shall not be affected.

(c) Notwithstanding the timing for the payment of any Severance or other post-termination payments and benefits described in Sections 6 and 7, no such payments shall be made or commence, as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Employer pursuant to 12 C.F.R. Section 359 prior to the receipt of such concurrence or consent. The Employer shall have the obligation to submit an application to make such payment to the appropriate federal banking agency within fifteen (15) business days of Executive’s right to such payment arising and shall provide a copy of such application to Executive. Any payments suspended by operation of this Section 9(c) shall be paid as a lump sum within thirty (30) days following receipt of the concurrence or consent of the appropriate federal banking agency of the Employer or as otherwise directed by such federal banking agency.

(d) All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.

10. Protective Covenants. Executive shall abide by and be bound by the following Protective Covenants:

(a) Confidential Information and Trade Secrets. The Parties acknowledge that the Employer shall disclose during the Term, or has already disclosed, to Executive for use in Executive’s employment, and that during the Term, Executive will be provided access to and otherwise make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Employer (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers of the Employer, and other proprietary documents, materials, or information indigenous to the Employer, relating to its businesses and activities, or the manner in which the Employer does business, which is valuable to the Employer in conducting its business because the information is kept confidential and is not generally known to the Employer’s competitors or to the general public (the “Confidential Information”). Confidential Information does not include information generally known or easily obtained from public sources or public records unless Executive causes the Confidential Information to become generally known or easily obtained from public sources or public records.

To the extent that the Confidential Information rises to the level of a trade secret under applicable law, then Executive shall, during Executive’s employment and for so long as the Confidential Information remains a trade secret under applicable law (or for the maximum period of time otherwise allowed by applicable law), (i) protect and maintain the confidentiality of such trade secrets and (ii) refrain from disclosing, copying, or using any such trade secrets, without the Employer’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Employer.

To the extent that the Confidential Information defined above does not rise to the level of a trade secret under applicable law, Executive shall, during Executive’s employment and for a period of eighteen (18) months following any voluntary or involuntary termination of employment, (i) protect and maintain the confidentiality of the Confidential Information and (ii) refrain from disclosing, copying, or using any Confidential Information without the Employer’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Employer.

(b) Return of Property of the Employer. Upon any voluntary or involuntary termination of Executive’s employment (or at any time upon request by the Employer), Executive agrees to immediately return to the Employer all property of the Employer (including, without limitation, all documents, electronic files, records, computer disks or other tangible or intangible things that may or may not relate to or otherwise comprise Confidential Information or trade secrets, as defined by applicable law) that Executive created, used, possessed or maintained while working for the Employer from whatever source and whenever created, including all reproductions or excerpts thereof. This provision does not apply to purely personal documents of Executive, but it does apply to business calendars, customer lists, contact information, computer programs, disks and their contents and like information that may contain some personal matters of Executive. Executive acknowledges that title to all such property is vested in the Employer.

(c) Non-Solicitation of Customers. During the Term and for a period of (i) twelve (12) months **** thereafter, or (ii) if any Change in Control Payment is paid to Executive pursuant to Section 7(a), eighteen (18) months thereafter, Executive agrees not to, directly or indirectly, in the Territory (as defined above), contact, solicit, divert, appropriate, or call upon, the customers of the Employer with whom Executive has had material contact during the most recent twelve (12) months, including prospects of the Employer with whom Executive had such contact during said most recent twelve (12) months (1) to solicit such customers or prospective customers for a Competitive Business as herein defined (including, without limitation, any Competitive Business started by Executive) or (2) to otherwise encourage any such customer to discontinue, reduce, or adversely alter the amount of its business with the Employer. Executive acknowledges that, due to Executive’s relationship with the Employer, Executive will develop, or has developed, special contacts and relationships with the Employer’s customers and prospective customers, and that it would be unfair and harmful to the Employer if Executive took advantage of these relationships.

(d) Non-Piracy of Employees. During the Term and for a period of (i) twelve (12) months **** thereafter, or (ii) if any Change in Control Payment is paid to Executive pursuant to Section 7(a), eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not, directly or indirectly: (1) solicit, recruit, or hire (or attempt to solicit, recruit, or hire) or otherwise assist anyone in soliciting, recruiting, or hiring, any employee or independent contractor (which shall not include non-exclusive outside vendors) of the Employer who performed work for the Employer within the six (6) month period prior to the solicitation or who was otherwise engaged or employed with the Employer at the time of the termination of Executive’s employment with the Employer or (2) otherwise encourage, solicit, or support any such employees or independent contractors to leave their employment or engagement with the Employer, in either case until such employee or contractor has been terminated or separated from the Employer for at least twelve (12) months.

(e) Non-Compete. During the Term and for a period of (i) twelve (12) months **** thereafter, or (ii) if any Change in Control Payment is paid to Executive pursuant to Section 7(a), eighteen (18) months thereafter, Executive covenants and agrees that Executive shall not, directly or indirectly, compete with the Employer, as an officer, director, member, principal, partner, shareholder (other than a shareholder in a company that is publicly traded and so long as such ownership is less than five (5) percent), owner, manager, supervisor, administrator, employee, consultant, or independent contractor, by working in the Territory (as defined above) for or as a Competitive Business, in a capacity identical or substantially similar to the capacity in which Executive served at the Employer. Executive acknowledges that the Employer conducts its business within the Territory, that Executive will perform services for and on behalf of the Employer within the Territory, and that this Section 10(e) (and the definition of the Territory) is a reasonable limitation on Executive’s ability to compete with the Employer.

(f) Mutual Non-Disparagement. During the Term and for a period of twelve (12) months thereafter, the Employer agrees that it will not issue any statement (written or oral) that could reasonably be perceived as disparaging to Executive. During the Term and for a period of twelve (12) months thereafter, Executive agrees that he will not make any statement (written or oral) that could reasonably be perceived as disparaging to the Employer or any person or entity that he reasonably should know is an affiliate of the Employer.

(g) Acknowledgment. It is understood and agreed by Executive that the Parties have attempted to limit his right to compete only to the extent necessary to protect the Employer from unfair competition. It is acknowledged that the purpose of these covenants and promises is (and that they are necessary) to protect the Employer’s legitimate business interests, to protect the Employer’s investment in the overall development of its business and the good will of its customers, and to protect and retain (and to prevent Executive from unfairly and to the detriment of the Employer utilizing or taking advantage of) the business trade secrets and Confidential Information of the Employer and those substantial contacts and relationships (including those with customers and employees of the Employer) which Executive established due to his employment with the Employer. Therefore, in addition to any other remedies, Executive agrees that in the event that he breaches any of the covenants in Section 10 of this Agreement, no further amounts will be paid to Executive pursuant hereto, other than salary or benefits earned and accrued by Executive as of the date of any such breach. The Employer and Executive agree that all remedies available to the Employer or Executive, as applicable, shall be cumulative.

Executive acknowledges that these covenants and promises (and their respective time, geographic, and/or activity limitations) are reasonable and that said limitations are no greater than necessary to protect said legitimate business interests in light of Executive’s position with the Employer and the Employer’s business, and Executive agrees to strictly abide by the terms hereof.

If any provision of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any applicable law or public policy, the provision shall be redrawn to make the provision consistent with, and valid and enforceable under, the law or public policy.

(h) Notwithstanding anything in this Agreement to the contrary, (a) nothing in this Agreement, including but not limited to the Release, or other agreement prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by Government Agencies, including providing documents or other information; (b) Executive does not need the prior authorization of the Employer to take any action described in (a), and Executive is not required to notify the Employer that he has taken any action described in (a); and (c) neither this Agreement nor the Release limits Executive’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, Executive will not be held criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, if Executive is suing the Employer for retaliation based on the reporting of a suspected violation of law, he may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and Executive does not disclose the trade secret except pursuant to court order.

(i) Injunctive Relief. The Employer or Executive shall have the right to apply to any appropriate court located in the State of Louisiana for injunctive relief with respect to the enforcement of the covenants and agreements set forth in this Section 10. This remedy shall be in addition to, and not in limitation of, any other rights or remedies to which the Employer or Executive are or may be entitled at law or in equity respecting this Agreement.

11. Section 409A. Executive and the Employer intend for all payments under this Agreement to be either outside the scope of Section 409A of the Code or to comply with its requirements as to timing of payments. Accordingly, to the extent applicable, this Agreement at all times is intended to be operated so as to be exempt from or in accordance with the requirements of Section 409A of the Code, as amended, and the regulations and rulings thereunder, including any applicable transition rules. The Employer shall have authority to take action, or refrain from taking any action, with respect to the payments and benefits under this Agreement that is reasonably necessary to be exempt from or comply with Section 409A. Notwithstanding the foregoing, however, in no event will the Employer be liable to Executive if this Agreement or any compensation payable hereunder fails to be exempt from or comply with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception (with the earliest amounts payable being deemed subject to the exception to the extent available). For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, if any amounts or benefits payable under this Agreement in the event of Executive’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts and benefits shall commence when Executive incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Employer and any entity that would be considered a single employer with the Employer under Code Section 414(b) or 414(c) as modified by the rules under Section 409A of the Code (a “Separation from Service”). Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by substituting the Agreement’s references to “termination of employment” or “termination” with Separation from Service. In addition, if at the time of Executive’s Separation from Service Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that the constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of Executive’s Separation from Service will not be paid until after the earlier of (i) the first business day of the seventh (7^th^) month following Executive’s Separation from Service, or (ii) the date of Executive’s death (the “409A Suspension Period”) to the extent required to comply with Section 409A of the Code. After the end of the 409A Suspension Period, Executive shall be paid a cash lump sum payment equal to any payments (including interest on any such payments, at an interest rate of not less than the prime interest rate, as published in the Wall Street Journal, over the period such payment is restricted from being paid to Executive) and benefits that the Employer would otherwise have been required to provide under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, Executive shall receive any remaining payments and benefits due under this Agreement in accordance with the terms of Section 6(d) or Section 7(a), as applicable (as if there had not been any 409A Suspension Period beforehand). To the extent not otherwise specified in this Agreement, all (A) reimbursements and (B) in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement); (2) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

12. General Provisions.

(a) Modification and Waiver. This Agreement may not be modified or amended except by an instrument in writing, signed by the Parties, and which specifically refers to this Agreement. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the Party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

(b) Nonassignability. Neither this Agreement nor any right or interest hereunder shall be assignable by Executive, his beneficiaries or legal representatives, without the prior written consent of the Employer, provided, however, that nothing herein shall preclude (i) Executive from designating a beneficiary to receive any benefits payable hereunder upon his death, or (ii) the executors, administrators, or other legal representatives of Executive or his estate from assigning any rights hereunder to the person or persons entitled thereto. The Employer may assign this Agreement without the consent of Executive.

(c) Binding Agreement. This Agreement shall be binding upon, and inure to the benefit of, the Employer and Executive and their respective heirs, successors, assigns, and legal representatives.

(d) No Bar. Executive acknowledges and agrees that the existence of any claim or cause of action against the Employer shall not constitute a defense to the enforcement by the Employer of Executive’s covenants, obligations, or undertakings in this Agreement.

(e) No Conflicting Obligations. Executive hereby acknowledges and represents by his execution of this Agreement that he will not perform, except upon the Employer’s written request, employment-related obligations and duties for the Employer that would cause a breach, default, or violation of any other employment, nondisclosure, confidentiality, non-competition, or other agreement to which Executive may be a party or otherwise bound. Moreover, Executive hereby agrees that he will not use in the performance of such employment-related obligations and duties for the Employer or otherwise disclose to the Employer, except upon the Employer’s written request, any trade secrets or confidential information of any person or entity (including any former employer) if and to the extent that such use or disclosure may cause a breach or violation of any obligation or duty owed to such employer, person, or entity under any agreement or applicable law.

(f) Mediation. Except with respect to Section 10 above if any dispute arises out of or relates to this Agreement, or a breach thereof, and if the dispute cannot be settled through direct discussions between the Parties, the Parties agree to first endeavor to settle the dispute in an amicable manner by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to any other process for resolving the dispute.

(g) Indemnification. To the fullest extent permitted by law, the Employer shall indemnify Executive with respect to any actions, proceedings, investigations, or inquiries (collectively, “Actions”) commenced against or relating to Executive in his capacity as an officer, director, executive, agent or fiduciary or former officer, director, executive, agent or fiduciary of the Employer, or any affiliate thereof, for which Executive may render service in such capacity, whether by or on behalf of the Employer, its shareholders, or other third parties, including, without limitation, any governmental agent or entity, and the Employer shall advance to Executive on a timely basis an amount equal to the reasonable fees and expenses incurred in defending such Actions, after receipt of an itemized request for such advance, and an undertaking from Executive to repay the amount of such advance, with interest at a reasonable rate from the date of the request, as determined by the Employer, if it shall ultimately be determined that Executive is not entitled (as a matter of law or by judicial determination) to be indemnified against such expenses. This indemnity shall survive any termination of employment under this Agreement and is in addition to and not in limitation of any other right to indemnification or exoneration to which Executive is entitled at law, or under the governing organizational documents and/or policies of the Employer. The Employer agrees to use its best efforts to secure and maintain officers’ and directors’ liability insurance, including coverage for Executive on terms similar to those provided to other senior executives.

(h) Legal Fees. If, after a Change in Control, (a) the Employer has failed to comply with any of its obligations under this Agreement, or (b) the Employer or any other person (other than Executive) has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from Executive the benefits intended to be provided to Executive hereunder (including any payment pursuant to Section 6(d) and/or Section 7 of this Agreement), the Employer irrevocably authorizes Executive from time to time to retain counsel of his choice, at the Employer’s expense, to represent Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Employer or any of its affiliated companies or any director, officer, shareholder, or other person affiliated with the Employer. The fees and expenses of counsel selected from time to time by Executive as provided in this Section 12(h) shall be paid or reimbursed to Executive by the Employer, whether suit or an arbitration proceeding has been brought or not. The Employer’s obligation to pay Executive’s legal fees provided by this Section 12(h) operates separately from and in addition to any legal fee reimbursement obligation the Employer has with Executive under any separate severance or other agreement.

(i) Severability. If for any reason any provision of this Agreement is held invalid, the Parties agree that the court or arbitrator shall modify the provision(s) (or subpart(s) thereof) to make the provision(s) (or subpart(s) thereof) and this Agreement valid and enforceable. Any invalid provision shall not affect any other provision of this Agreement not held invalid, and each such other provision shall, to the full extent consistent with law, continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent, consistent with law, continue in full force and effect.

(j) Governing Law. This Agreement has been executed under seal and delivered in the State of Louisiana, and its validity, interpretation, performance, and enforcement shall be governed by the laws of the State of Louisiana, without reference to its rules of conflicts of laws. Further, Louisiana law shall apply to the merits of any dispute or claim in arbitration, without reference to its rules of conflicts of law.

(k) Rights of Third Parties. Nothing herein expressed or implied is intended to or shall be construed to confer upon or give to any person, firm, or other entity, other than the Parties and their permitted assigns, any rights or remedies under or by reason of this Agreement.

(l) Notices. All notices, requests, demands, and other communications provided for by this Agreement shall be in writing and shall be sufficiently given if and when mailed in the United States by registered or certified mail, or personally delivered, to the Party entitled thereto at the address stated below or to such changed address as the addressee may have given by a similar notice:

To the Employer:	Investar Bank, National Association<br><br> <br>10500 Coursey Boulevard<br><br> <br>Baton Rouge, Louisiana 70816<br><br> <br>Attention: CEO
To Executive:	John R. Campbell<br><br> <br>____________________________<br><br> <br>____________________________

(m) Counterpart Signatures. This Agreement may be executed in counterparts or by facsimile signature, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

[Signatures on next page]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

INVESTAR BANK, NATIONAL ASSOCIATION

By: /s/ John J. D'Angelo

Name: John J. D’Angelo

Title: President and Chief Executive Officer

EXECUTIVE:

By: /s/ John R. Campbell

Name: John R. Campbell

ex_840702.htm

Exhibit 10.2

INVESTAR BANK

Salary Continuation Agreement

This Salary Continuation Agreement (this “Agreement”) is entered into as of this 31^st^ day of October, 2025, by and between Investar Bank (the “Bank”) and John R. Campbell (the “Executive”).

Whereas, the Executive has contributed substantially to the success of the Bank and the Bank desires that the Executive continue in its employ,

Whereas, to encourage the Executive to remain an employee, the Bank is willing to provide to the Executive salary continuation benefits payable from the Bank’s general assets,

Whereas, none of the conditions or events included in the definition of the term “golden parachute payment” that is set forth in section 18(k)(4)(A)(ii) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] currently exists or, to the best knowledge of the Bank, is contemplated insofar as the Bank is concerned, and

Whereas, the parties hereto intend this Agreement to be an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Executive (who is a key employee and member of a select group of management), and to be considered a top hat plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Executive is fully advised of the Bank’s financial status.

Now Therefore, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

Article 1

Definitions

1.1 “Accrual Balance” means the liability that should be accrued by the Bank under generally accepted accounting principles (“GAAP”) for the Bank’s obligation to the Executive under this Agreement, applying Financial Accounting Standards Board ASC 710-10-30 (formerly known as Accounting Principles Board Opinion No. 12, as amended by Statement of Financial Accounting Standards No. 106), and the calculation method and discount rate specified hereinafter. The Accrual Balance shall be calculated such that when it is credited with interest each month the Accrual Balance at Normal Retirement Age equals the present value of the normal retirement benefits. The discount rate means the rate used by the Plan Administrator for determining the Accrual Balance. In its sole discretion the Plan Administrator may adjust the discount rate to maintain the rate within reasonable standards according to GAAP.

1.2 “Affiliate” means the Bank and any other corporation or other form of entity of which the Company owns, from time to time, directly or indirectly, at least 80% of the total combined voting power of all classes of stock or other equity interests.

1.3 “Beneficiary” means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive, determined according to Article 4.

1.4 “Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator to designate one or more Beneficiaries.

1.5 “Change in Control” means, and shall be deemed to occur, upon the consummation of a Change in Equity Ownership, a Change in Effective Control, a Change in the Ownership of Assets or a Change by Merger. For this purpose:

(a) A “Change in Equity Ownership” means that a person or group acquires, directly or indirectly in accordance with Code Section 318, more than 50% of the aggregate fair market value or voting power of the capital stock of the Company, including for this purpose capital stock previously acquired by such person or group; provided, however, that once any person or group acquires more than 50% of the aggregate fair market value or voting power of the Company’s capital stock, additional acquisitions by such person or group shall not be deemed to constitute an additional Change in Control hereunder.

(b) A “Change in Effective Control” means that a majority of the members of the Board of Directors of the Company is replaced during any 12-month period, whether by appointment or election, without endorsement by a majority of the members of the Board of Directors of the Company then serving prior to the date of such appointment or election.

(c) A “Change in the Ownership of Assets” means that any person or group acquires, or has acquired in a series of transactions during the immediately preceding 12-month period ending on the date of the most recent acquisition, all or substantially all of the assets of the Company.

(d) A “Change by Merger” means that the Company shall consummate a merger or consolidation or similar transaction with another corporation or entity, unless as a result of such transaction, more than 50% of the then outstanding voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by the former shareholders of the Company, and the voting securities of the surviving or resulting corporation or entity are owned in substantially the same proportion as the common stock of the Company was beneficially owned before such transaction.

Notwithstanding the above, a Change in Control shall occur for purposes of this Agreement only if such event also constitutes a “change in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Treasury Regulation §1.409A-3(i)(5).

1.6 “Code” means the Internal Revenue Code of 1986, as amended, and rules, regulations, and guidance of general application issued by the Department of the Treasury under the Internal Revenue Code of 1986, as amended.

1.7 “Committee” means the Compensation Committee of the Board of Directors of the Company.

1.8 “Company” means Investar Holding Corporation, a Louisiana corporation and parent of the Bank.

1.9 “Disability” means, because of a medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of at least 12 months, (a) the Executive is unable to engage in any substantial gainful activity, or (b) the Executive is receiving income replacement benefits for a period of at least three months under an accident and health plan of the employer. Medical determination of disability may be made either by the Social Security Administration or by the provider of an accident or health plan covering employees of the Bank. Upon request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administration’s or provider’s determination.

1.10 “Early Termination” means Separation from Service before Normal Retirement Age for reasons other than death, Disability, or Termination with Cause.

1.11 “Effective Date” means October 31, 2025.

1.12 “Normal Retirement Age” means age 65.

1.13 “Plan Administrator” or “Administrator” means the plan administrator described in Article 7.

1.14 “Plan Year” means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the effective date of this Agreement.

1.15 “Separation from Service” means separation from service as defined in Internal Revenue Code section 409A and rules, regulations, and guidance of general application thereunder issued by the Department of the Treasury, including termination for any reason of the Executive’s service as an executive and independent contractor to the Bank and any member of a controlled group, as defined in Code section 414, other than because of a leave of absence approved by the Bank or the Executive’s death. For purposes of this Agreement, if there is a dispute about the employment status of the Executive or the date of the Executive’s Separation from Service, the Bank shall have the sole and absolute right to decide the dispute unless a Change in Control shall have occurred.

1.16 “Termination with Cause” and “Cause” shall have the same meaning specified in any effective employment or similar agreement between the Executive and the Company or the Bank. If no such agreement exists containing a definition of termination with cause, Termination with Cause means the Company or the Bank terminates the Executive’s employment because the Executive has:

(a) Committed an intentional act of fraud, embezzlement or theft in the course of employment or otherwise engaged in any intentional misconduct which is materially injurious to the financial condition or business reputation of the Company or its Affiliates;

(b) Committed intentional damage to the property of the Company and its Affiliates or committed intentional wrongful disclosure of proprietary information or confidential information, which is materially injurious to the financial condition or business reputation of the Company or its Affiliates;

(c) Been convicted with no further possibility of appeal, or entered a guilty or nolo contendere plea, for a felony or a crime involving moral turpitude;

(d) Willfully and substantially refused to perform the essential duties of his position after written notice from the Company; or

(e) Intentionally, recklessly or negligently violated any material provision of any code of conduct or ethics or equivalent code or policy of the Company or the Bank that is applicable to the Executive.

The Committee, in its discretion, shall determine whether any Separation from Service is on account of Cause as defined herein, provided that no act or failure to act will be deemed “intentional” if it is due primarily to an error in judgment, but will be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company or an Affiliate.

Article 2

Lifetime Benefits

2.1 Normal Retirement Age. Unless Separation from Service or a Change in Control occurs before Normal Retirement Age, when the Executive attains Normal Retirement Age the Bank shall pay to the Executive the benefit described in this section 2.1 instead of any other benefit under this Agreement. If the Executive’s Separation from Service thereafter is a Termination with Cause or if this Agreement terminates under Article 5, no further benefits shall be paid.

2.1.1 Amount of benefit. The annual benefit under this section 2.1 is $125,000.

2.1.2 Payment of benefit. Beginning with the month immediately after the month in which the Executive attains Normal Retirement Age, the Bank shall pay the annual benefit to the Executive in equal monthly installments on the first day of each month. The annual benefit shall be paid to the Executive for 10 years.

2.2 Early Termination Benefit. Unless the Executive shall have received the benefit under section 2.4 after a Change in Control, upon Early Termination the Bank shall pay to the Executive the benefit described in this section 2.2 instead of any other benefit under this Agreement.

2.2.1 Amount of benefit. The annual benefit under this section 2.2 is calculated as the amount that fully amortizes the Accrual Balance existing at the end of the month immediately before the month in which Separation from Service occurs, amortizing that Accrual Balance over 10 years and taking into account interest at the discount rate or rates established by the Plan Administrator.

2.2.2 Payment of benefit. Beginning the month immediately after the month in which the Executive attains Normal Retirement Age, the Bank shall pay the benefit under this section 2.2 to the Executive in equal monthly installments on the first day of each month. The benefit shall be paid to the Executive for 10 years.

2.3 Disability Benefit. For Separation from Service because of Disability before Normal Retirement Age, the Bank will pay to the Executive the benefit described in this section 2.3 instead of any other benefit under this Agreement.

2.3.1 Amount of benefit. The annual benefit under this section 2.3 is calculated as the amount that fully amortizes the Accrual Balance existing at the end of the month immediately before the month in which Separation from Service occurs, amortizing that Accrual Balance over 10 years and taking into account interest at the discount rate or rates established by the Plan Administrator.

2.3.2 Payment of benefit. Beginning the month immediately after the month in which the Executive attains Normal Retirement Age, the Bank shall pay the benefit under this section 2.3 to the Executive in equal monthly installments on the first day of each month. The benefit shall be paid to the Executive for 10 years.

2.4 Change in Control. If a Change in Control occurs both before Normal Retirement Age and before Separation from Service, the Bank shall pay to the Executive the benefit described in this section 2.4 instead of any other benefit under this Agreement.

2.4.1 Amount of benefit. The benefit under this section 2.4 is the Normal Retirement Age Accrual Balance required by section 2.1.

2.4.2 Payment of benefit. The Bank shall pay the benefit under this section 2.4 to the Executive in a single lump sum on the day of the Change in Control. If the Executive receives the benefit under this section 2.4 because of the occurrence of a Change in Control, the Executive shall not be entitled to claim additional benefits under section 2.4 if an additional Change in Control occurs thereafter.

2.5 Lump-Sum Payout of Remaining Normal Retirement Benefit, Early Termination Benefit, or Disability Benefit When a Change in Control Occurs. If a Change in Control occurs while the Executive is receiving the Normal Retirement Age benefit under section 2.1, the Bank shall pay the remaining salary continuation benefits to the Executive in a single lump sum on the day of the Change in Control. If a Change in Control occurs after Separation from Service but while the Executive is receiving or is entitled to receive the Early Termination benefit under section 2.2 or the Disability benefit under section 2.3, the Bank shall pay the remaining salary continuation benefits to the Executive in a single lump sum three days after the Change in Control. The lump-sum payment due to the Executive as a result of a Change in Control shall be an amount equal to the Accrual Balance amount corresponding to the particular benefit when the Change in Control occurs, or the vested Accrual Balance if the Executive is receiving or entitled at Normal Retirement Age to receive the benefit under section 2.2.

2.6 Annual Benefit Statement. Within 120 days after the end of each Plan Year, the Plan Administrator shall provide or cause to be provided to the Executive an annual benefit statement showing benefits payable or potentially payable to the Executive under this Agreement. Each annual benefit statement shall supersede the previous year’s annual benefit statement. If there is a contradiction between this Agreement and the annual benefit statement concerning the amount of a particular benefit payable or potentially payable to the Executive under sections 2.2, 2.3, or 2.4 hereof, the amount of the benefit determined under this Agreement shall control.

2.7 Savings Clause Relating to Compliance with Code Section 409A. The Agreement is intended to comply with Code Section 409A and official guidance issued thereunder. Notwithstanding anything to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with this intention. If any provision of this Agreement would subject the Executive to additional tax or interest under Code Section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. Notwithstanding any other provision of this Agreement, if any payment hereunder is triggered by the Executive’s Separation from Service and the Executive is determined to be a "specified employee" as defined in Code Section 409A(a)(2)(b)(i), then such payment shall not be paid until the first day of the seventh month after the month in which the Executive’s Separation from Service occurs or, if earlier, on the Executive's death (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Executive's Separation from Service occurs shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

2.8 One Benefit Only. Despite anything to the contrary in this Agreement, the Executive and Beneficiary are entitled to one benefit only under this Agreement, which shall be determined by the first event to occur that is dealt with by this Agreement. Except as provided in section 2.5 or Article 3, subsequent occurrence of events dealt with by this Agreement shall not entitle the Executive or Beneficiary to other or additional benefits under this Agreement.

Article 3

Death Benefits

3.1 Death Before Separation from Service. If the Executive dies before Separation from Service, at the Executive’s death the Executive’s Beneficiary shall be entitled to no benefits whatsoever under this Agreement.

3.2 Death after Separation from Service. If the Executive dies after Separation from Service, if Separation from Service was not a Termination with Cause, and if at death the Executive was receiving the benefit under section 2.1 or was receiving or was entitled at Normal Retirement Age to receive the benefit under sections 2.2 or 2.3, at the Executive’s death the Executive’s Beneficiary shall be entitled to an amount in cash equal to the Accrual Balance remaining at the Executive’s death, unless the Change-in-Control benefit shall have been paid to the Executive under section 2.4 or unless a Change-in-Control payout shall have occurred under section 2.5. No benefit shall be paid under this Article 3 after the Change-in-Control benefit is paid under section 2.4 or after a Change-in-Control payout occurs under section 2.5. If a benefit is payable to the Executive’s Beneficiary, the benefit shall be paid in a single lump sum 90 days after the Executive’s death. However, no benefits under this Agreement shall be paid or payable to the Executive or the Executive’s Beneficiary if this Agreement is terminated under Article 5.

Article 4

Beneficiaries

4.1 Beneficiary Designations. The Executive shall have the right to designate at any time a Beneficiary to receive any benefits payable under this Agreement after the Executive’s death. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other benefit plan of the Bank in which the Executive participates.

4.2 Beneficiary Designation: Change. The Executive shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent. The Executive’s Beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall have the right to change a Beneficiary by completing, signing, and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures, as in effect from time to time. Upon acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator before the Executive’s death.

4.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted, and acknowledged in writing by the Plan Administrator or its designated agent.

4.4 No Beneficiary Designation. If the Executive dies without a valid beneficiary designation or if all designated Beneficiaries predecease the Executive, the Executive’s spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the benefits shall be made to the personal representative of the Executive’s estate.

4.5 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Bank may pay the benefit to the guardian, legal representative, or person having the care or custody of the minor, incapacitated person, or incapable person. The Bank may require proof of incapacity, minority, or guardianship as it may deem appropriate before distribution of the benefit. Distribution shall completely discharge the Bank from all liability for the benefit.

Article 5

General Limitations

5.1 Termination with Cause. Despite any contrary provision of this Agreement, the Bank will not pay any benefit under this Agreement and this Agreement terminates if Separation from Service is a Termination with Cause.

5.2 Removal. If the Executive is removed from office or permanently prohibited from participating in the Bank’s affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, and the Split Dollar Life Insurance Agreement and Endorsement between the Executive and the Bank dated as of the date hereof also shall terminate as of the effective date of the order.

5.3 Default. Despite any contrary provision of this Agreement, if the Bank is in “default” or “in danger of default,” as those terms are defined in section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x), all obligations under this Agreement shall terminate.

5.4 FDIC Open-Bank Assistance. All obligations under this Agreement shall terminate, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, if the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in section 13(c) of the Federal Deposit Insurance Act. 12 U.S.C. 1823(c). Any rights of the parties that have already vested shall not be affected by such action, however.

Article 6

Claims and Review Procedures

6.1 Claims Procedure. The Bank will notify any person or entity that makes a claim for benefits under this Agreement (the “Claimant”) in writing, within 90 days after receiving Claimant’s written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Plan Administrator determines that the Claimant is not eligible for benefits or full benefits, the notice will state (a) the specific reasons for denial, (b) a specific reference to the provisions of the Agreement on which the denial is based, (c) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (d) an explanation of the Agreement’s claims review procedure and other appropriate information concerning steps to be taken if the Claimant wishes to have the claim reviewed. If the Plan Administrator determines that there are special circumstances requiring additional time to make a decision, the Bank will notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90 days.

6.2 Review Procedure. If the Claimant is determined by the Plan Administrator not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant will have the opportunity to have his or her claim reviewed by the Bank by filing a petition for review with the Bank within 60 days after receipt of the notice issued by the Bank. The Claimant’s petition must state the specific reasons the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Bank of the petition, the Plan Administrator will give the Claimant (and counsel, if any) an opportunity to present his or her position verbally or in writing, and the Claimant (or counsel) will have the right to review the pertinent documents. The Plan Administrator will notify the Claimant of the Plan Administrator’s decision in writing within the 60-day period, stating specifically the basis of its decision, written in a manner to be understood by the Claimant, and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60 days at the election of the Plan Administrator, but notice of this deferral will be given to the Claimant.

Article 7

Administration of Agreement

7.1 Plan Administrator Duties. This Agreement shall be administered by a Plan Administrator consisting of the Board of Directors of Investar Holding Corporation (the “Board”) or such committee thereof or person as the Board shall appoint. The Executive may not be a member of the Plan Administrator. The Plan Administrator shall have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Agreement and (b) decide or resolve any and all questions that may arise, including interpretations of this Agreement.

7.2 Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel, who may be counsel to the Bank.

7.3 Binding Effect of Decisions. The decision or action of the Plan Administrator about any question arising out of the administration, interpretation, and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement. No Executive or Beneficiary shall be deemed to have any right, vested or nonvested, regarding the continued use of any previously adopted assumptions, including but not limited to the discount rate and calculation method employed in the determination of the Accrual Balance.

7.4 Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses, or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

7.5 Bank Information. To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the retirement, Disability, death, or Separation from Service of the Executive, and such other pertinent information as the Plan Administrator may reasonably require.

Article 8

Miscellaneous

8.1 Amendments and Termination. This Agreement may be amended solely by a written agreement signed by the Bank and by the Executive. This Agreement may be terminated by the Board or a subcommittee thereof without the Executive’s consent. Unless Article 5 provides that the Executive is not entitled to payment, the Bank must pay the Accrual Balance in a single lump sum to the Executive if the Bank Terminates this Agreement but only if the termination and payment are carried out consistent with the terms of the Code Section 409A plan-termination exceptions to the prohibition against accelerated payment [Rule 1.409A-3(j)(4)(ix)]. Consistent with Code section 409A, the lump-sum termination payment will be made to the Executive on the first day of the thirteenth month after the month in which the Bank terminates this Agreement.

8.2 Binding Effect. This Agreement shall bind the Executive and the Bank and their beneficiaries, survivors, executors, successors, administrators, and transferees.

8.3 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Bank nor does it interfere with the Bank’s right to discharge the Executive. It also does not require the Executive to remain an employee or interfere with the Executive’s right to terminate employment at any time.

8.4 Non-Transferability. Benefits under this Agreement may not be sold, transferred, assigned, pledged, attached, or encumbered.

8.5 Successors; Binding Agreement. By an assumption agreement in form and substance satisfactory to the Executive, the Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the Bank’s business or assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent the Bank would be required to perform this Agreement had no succession occurred.

8.6 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

8.7 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of Louisiana, except to the extent preempted by the laws of the United States of America.

8.8 Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors of the Bank for the payment of benefits under this Agreement. The benefits represent the mere promise by the Bank to pay benefits. The rights to benefits are not subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Bank to which the Executive and Beneficiary have no preferred or secured claim.

8.9 Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Executive concerning the subject matter. No rights are granted to the Executive under this Agreement other than those specifically set forth.

8.10 Severability. If any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held invalid, and to the full extent consistent with law each such other provision shall continue in full force and effect. If any provision of this Agreement is held invalid in part, such invalidity shall not affect the remainder of such provision not held invalid, and to the full extent consistent with law the remainder of such provision, together with all other provisions of this Agreement, shall continue in full force and effect.

8.11 Headings. Headings are included herein solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

8.12 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice. If to the Bank, notice shall be given to the Board of Directors, Investar Holding Corporation, 10500 Coursey Boulevard, Baton Rouge, LA 70816, or to such other or additional person or persons as the Bank shall have designated to the Executive in writing. If to the Executive, notice shall be given to the Executive at the Executive’s address appearing on the Bank’s records, or to such other or additional person or persons as the Executive shall have designated to the Bank in writing.

In Witness Whereof, the Executive and a duly authorized Bank officer have executed this Salary Continuation Agreement as of the date first written above.

Executive:	Bank:
John R. Campbell	Investar Bank
/s/ John R. Campbell	By:	/s/ John J. D’Angelo
	Title:	President and Chief Executive Officer

Beneficiary Designation

Investar Bank

Salary Continuation Agreement

Investar Bank

I designate the following as beneficiary of any death benefits under this Salary Continuation Agreement:

Primary:
Contingent:

Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

	Signature:
	Date: , 20____
Accepted by the Bank this ____ day of ________________ , 20____
By:
Title:

ex_840703.htm

Exhibit 10.3

Investar Bank

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

Economic Benefit Regime - Endorsement Method

THIS SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the “Agreement”) is made and entered into this 9th day of May, 2024, by and between Investar Bank (the “Bank”), a banking corporation organized and existing under the laws of the State of Louisiana, and John Campbell, (the “Insured”).

WITNESSETH:

WHEREAS, the Insured is employed by the Bank; and

WHEREAS, the Bank highly values the efforts, abilities, and accomplishments of the Insured and, as an inducement for the Insured’s continued employment, wishes to assist the Insured with his personal insurance program; and

WHEREAS, the Bank has determined that this assistance can best be provided under a “split-dollar” arrangement as defined in Treasury Regulations §1.61-22(b)(1)&(2); and

WHEREAS, the Bank wishes to provide life insurance protection for the Insured’s family in the event of the Insured’s death, under policies of life insurance insuring the life of the Insured (the “Policy” or the “Policies”), which are described in Exhibit A attached hereto, and which were or are being issued by Midland National Life Insurance Company (the “Insurer” or “Insurers”); with such additions and deletions as may be made from time to time by amendments to Exhibit A; and

WHEREAS, the Bank is willing to pay the premiums due on the Policies as an additional employment benefit for the Insured, on the terms and conditions hereinafter set forth; and

WHEREAS, the Bank is the sole owner of the Policies and elects to endorse a portion of the death benefit of the Policies to the Insured.

NOW, THEREFORE, in consideration of the mutual undertakings set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Insured agree as follows:

ARTICLE I

“Definitions”

1.1 Refer to Policy contracts for the definitions of any terms in this Agreement that are not defined herein. If the definition of a term in a Policy is inconsistent with the definition of a term in this Agreement, then the definition of the term as set forth in this Agreement shall supersede and replace the definition of the terms as set forth in the Policy.

ARTICLE II

“Purchase of Policies”

2.1 The parties hereto have taken or will take all necessary action to cause the Insurers to issue the Policies, and shall take any further action which may be necessary to cause the Policies to conform to the provisions of this Agreement. The parties hereto agree that the Policies shall be subject to the terms and conditions of this Agreement and of the endorsement to the Policies filed with the Insurers.

ARTICLE III

“Policy Title and Ownership”

3.1 Title and ownership of the Policies shall reside .in the Bank for its use and for the use of the Insured, all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the Policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

3.2 The Bank, at its sole discretion, shall have the right to determine the face amount of each Policy purchased on the Insured and shall have the right to determine whether the Policies are term, universal or whole life.

ARTICLE IV

“Beneficiary”

4.1 Beneficiary Designation. The Insured shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured’s share of the proceeds payable upon the death of the Insured and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement. The Insured shall have the right to name such beneficiary at any time prior to the Insured’s death and submit it to the Plan Administrator (or Plan Administrator’s representative) on the written form provided. The Insured’s beneficiary designation shall be deemed automatically revoked if the Insured names a spouse as beneficiary and the marriage is subsequently dissolved.

4.2 Beneficiary Acknowledgement. Once received and acknowledged by the Plan Administrator, the form shall be effective. The Insured may change a beneficiary designation at any time by submitting a new form to the Plan Administrator. Any such change shall follow the same rules as for the original beneficiary designation and shall automatically supersede the existing beneficiary form on file with the Plan Administrator. Upon the acceptance by the Bank of a new beneficiary form, all previously filed beneficiary forms shall be cancelled. The Bank shall be entitled to rely on the last beneficiary form filed by the Insured and accepted by the Bank prior to the Insured’s death.

4.3 No Beneficiary Designation. If the Insured dies without a valid beneficiary designation on file with the Plan Administrator, or if all designated beneficiaries predecease the Insured, then the Insured’s surviving spouse shall be the designated beneficiary. ff the Insured has no surviving spouse, the benefits shall be made payable to the Insured’s estate.

4.4 Facility of Payment. If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Insured and the beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such distribution amount.

ARTICLE V

“Premium Payment and Taxable Benefit”

5.1 Premium Payment. The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to keep the Policies in force as determined by the Insurers. Notwithstanding the forgoing, the Bank shall have the absolute and sole right to terminate or surrender the Policies.

5.2 Taxable Benefit. The Bank shall determine the economic benefit attributable to the Insured based on the life insurance premium factor for the Insured's age multiplied by the amount of current life insurance protection payable to the Insured’s beneficiary. The “life insurance premium factor” is the minimum amount required to be imputed under Treasury Regulation §1.61-22(d)(3)(ii) or any subsequent applicable authority.

5.3 Imputed Income. The Bank shall impute the economic benefit to the Insured on an annual basis., by adding the economic benefit to the Insured’s W-2, or if applicable, Form 1099.

ARTICLE VI

“Ownership of the Cash Surrender Value of the Policies”

1 The Bank shall at all times be entitled to one hundred percent (100%) of each Policy’s cash value, as that term is defined in the Policy contract, less any Policy loans and unpaid interest or cash withdrawals previously incurred by the Bank. Such cash value shall be determined as of the date of surrender or death as the case may be.

ARTICLE VII

“Rights of Insured or Assignees”

7.1 The Insured may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the subject Policies nor any rights, options, privileges or duties created under this Agreement, other than the right to name a beneficiary(ies) from time to time.

ARTICLE VIII

“Limitations on Bank’s Rights in Policies”

8.1 Notwithstanding any provision hereof to the contrary, the Bank shall have the right to sell or surrender a Policy without terminating this Agreement, provided (i) the Bank replaces the Policy with a comparable life insurance policy or arrangement that provides the benefit provided under this Agreement and (ii) the Bank and the Insured (who will not unreasonably withhold his signature) execute a new Policy endorsement for said comparable coverage arrangement, at which time all references to “Policy” hereunder shall refer to such replacement coverage arrangement. Without limitation, the Policies at all times shall be the exclusive property of the Bank and shall be subject to the claims of the Bank’s creditors.

ARTICLE IX

“Policy Loans”

9.1 The Bank may pledge or assign the Policies, subject to the terms and conditions of this Agreement, for the sole purpose of securing a loan from the Insurer or from a third party. Interest charges on such loan shall be paid by the Barrie. If the Bank so encumbers the Policies, other than by a Policy loan from the Insurer, then, upon the death of the Insured, the Bank shall promptly take all action necessary to secure the release or discharge of such encumbrance.

ARTICLE X

“Division of Death Proceeds”

10.1 Insured’s Death Benefit. The Insured’s Death Benefit shall mean, upon the death of the Insured while this Agreement is in force, the Insured’s beneficiary shall be entitled to an amount of aggregate Policy death proceeds equal to a multiple of three times their 2024 salary limited to one hundred percent (100%) of the Net Amount at Risk insurance portion of the proceeds. For purposes of this Agreement, “Net Amount at Risk” will mean the difference between the total death proceeds payable under the Policies less the aggregate cash value of the Policies measured as of the date giving rise to the need for such calculation. The receipt of this amount by the beneficiary shall constitute satisfaction of the Insured’s rights under this Agreement.

10.2 Bank’s Benefit. Upon the death of the Insured, the Bank shall be entitled to receive the remainder of the aggregate Policy death proceeds not payable under Section 10.1 above.

10.3 Benefit Paid by Insurer. The benefit payable to the Insured’s beneficiary shall be paid solely by the Insurer from the proceeds of the Policies on the life of the Insured. In no event shall the Bank be obligated to pay a death benefit under this Agreement from its general funds. Should an Insurer refuse or be unable to pay death proceeds endorsed to Insured under the express terms of this Agreement, or should the Bank cancel the Policies for any reason, neither the Insured nor any beneficiary shall be entitled to a death benefit.

10.4 Suicide or Misstatement. The amount of the benefit payable to the Insured’s beneficiary may be reduced or eliminated if Insured fails or refuses to take a physical examination, to truthfully and completely supply such information or complete any forms as may be required by the Bank or Insurer, or otherwise fails to cooperate with the requests of the Bank or the Insurer, or if the Insured dies under circumstances such that a Policy does not pay a full death benefit, e.g., in the case of suicide within the exclusionary period of the Policy; provided, however the Bank shall evaluate the reason for the denial, and upon advice of legal counsel and in its sole discretion, consider judicially challenging any denial.

ARTICLE XI

“Termination of the Agreement”

11.1 This Agreement shall terminate upon the occurrence of any one of the following:

(1) The total cessation of the business of the Bank;

(2) The bankruptcy, receivership or dissolution of the Bank;

(3) The termination of the Insured’s employment;

(4) While the Insured is living by written notice thereof by either the Bank or the Insured to the other;

(5) Surrender, lapse, or other termination of the Policies by the Bank; or

(6) Upon distribution of the death benefit proceeds in accordance with Article X.

Upon the termination of this Agreement, the Bank may make such disposition of the Policies as it determines to be appropriate. Insured will have no rights in such Policies or the death benefit proceeds thereof; if this Agreement is terminated.

ARTICLE XII

“Insurer Not a Party”

12.1 The Insurers shall be fully discharged from their obligations under the Policies by payment of the Policy death benefits to the beneficiary or beneficiaries named in the Policies, subject to the terms and conditions of the Policies. In no event shall an Insurer be considered a party to this Agreement, or any modification or amendment hereof, and none of the provisions herein shall in any way be construed as enlarging, changing, varying or in any other way affecting the obligations of the Insurer as expressly provided in the Policies, except insofar as the provisions hereof are made a part of the Policies by the beneficiary designation executed by the Bank and filed with the Insurer in connection herewith.

ARTICLE XIII

“Administration”

13.1 Plan Administrator. This Agreement shall be administered by the Bank’s board of directors or any subset of the board at the pleasure of its Chairman (the “Plan Administrator”).

13.2 Plan Administrator Duties. The Plan Administrator shall have the discretion and authority to: (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement.

13.3 Binding Effect of Decisions. Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.

13.4 Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator, and those to whom management and operation responsibilities of the plan have been delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

ARTICLE XIV

“Claims and Review Procedures”

14.1 Written Claim. A person who believes that he or she is being denied a benefit to which he or she is entitled under this Agreement (“Claimant”) may file a written request for such benefit with the Plan Administrator, setting forth his or her claim. The request must be addressed to the Bank at its then principal place of business.

14.2 Timing of Response. Upon receipt of a claim, the Plan Administrator shall advise the Claimant that a reply will be forthcoming within ninety (90) days mid shall, in fact, deliver such reply within such period. The Plan Administrator may, however, extend the reply period for an additional ninety (90) days for reasonable cause. If the claim is denied in whole or in part, the Plan Administrator shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth:

(1) The specific reason or reasons for such denial;

(2) The specific reference to pertinent provisions of this Agreement on which such denial is based;

(3) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary;

(4) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and

(5) The time limits for requesting a review under Section 14.3 and for review under Section 14.4 hereof.

14.3 Request for Review. Within sixty (60) days after the receipt by the Claimant of the written opinion described in Section 14.2, the Claimant may request in writing that the determination of the Plan Administrator be reviewed. Such request must be addressed to the Bank, at its then principal place of business. The Claimant or his or her duly authorized representative may, but need not, review the pertinent documents mid submit issues and comments in writing for consideration by the Plan Administrator. If the Claimant does not request a review of the Plan Administrator’s determination within such sixty (60) day period, he or she shall be barred and estopped from challenging the Plan Administrator’s determination.

14.4 Review of Decision. The Plan Administrator will review its determination within sixty (60) days after receipt of a request for review. After considering all materials presented by the Claimant, the Plan Administrator will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Plan Administrator will so notify the Claimant mid will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

ARTICLE XV

“Amendment”

15.1 This Agreement may not be amended, altered, or modified, except by a written instrument signed by the parties hereto, or their respective successors or assigns, and may not be otherwise terminated except as provided herein.

ARTICLE XVI

“Miscellaneous”

16.1 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Bank and its successors and assigns, and upon the Insured, the Insured’s successors, assigns, heirs, executors, administrators and beneficiaries.

16.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Insured the right to remain an employee of the Bank, nor does it interfere with the Bank’s right to discharge the Insured. It also does not require the Insured to remain an Insured nor interfere with the Insured’s right to terminate employment at any time.

16.3 Notices. Any notice, consent or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address as shown on the records of the Bank. The date of such mailing shall be deemed the elate of notice, consent or demand.

16.4 Applicable Law. This Agreement and the rights of the parties hereunder, shall be governed by and construed according to the laws of the State of Louisiana, except to the extent preempted by the laws of the United States of America.

16.5 Gender. Whenever in this Agreement words are used in the masculine or neutral gender, they shall be read and construed as in the masculine, feminine or neutral gender, whenever they should so apply.

16.6 No Third Party Beneficiaries. The benefits of this Agreement shall not inure to any third party. This Agreement shall not be construed as creating any rights, claims, or cause or action against the Bank or any of its officers, directors, agents, or employees in favor of any person or entity other than the Insured.

16.7 Severability. If any one or more of the provisions hereof is declared invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired, and that invalidity, illegality, or unenforceability in one jurisdiction shall not affect the validity, legality, or enforceability of the remaining provisions hereof.

16.8 Entire Agreement. This Agreement, along with the Insured’s beneficiary designation form, constitutes the entire agreement between the Bank and the Insured as to the subject matter hereof. No rights are granted to the Insured under this Agreement other than those specifically set forth herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 9th day of May, 2024.

Executive: John R. Campbell	INVESTAR BANK: John J. D’Angelo
/s/ John R. Campbell	/s/ John J. D’Angelo

EXHIBIT A

The following life insurance Policies are subject to the attached Split-Dollar Agreement:

Insurer: Protective Life

Policy Number: 85310336

INVESTAR BANK

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

SPLIT DOLLAR POLICY ENDORSEMENT

PRIMARY DESIGNATION:

Name: ______________________________________________________________

Address: ____________________________________________________________

Social Security Number: ________________________________________________

Relationship: _________________________________________________________

SECONDARY {CONTINGENT) DESIGNATION:

Name: ______________________________________________________________

Address: ____________________________________________________________

Social Security Number: ________________________________________________

Relationship: _________________________________________________________

All sums payable under the Investar Bank Split Dollar Life Insurance Agreement by reason of my death shall be paid to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary shall survive me, then to the Secondary (Contingent) Beneficiary.

Insured Signature	Date

ex_844963.htm

Exhibit 10.4

FIRST AMENDMENT

TO THE

Investar Bank

SPLIT DOLLAR LIFE INSURANCE AGREEMENT

THIS FIRST AMENDMENT is made by Investar Bank (the “Bank”) and John Campbell (the “Insured”) on October 31, 2025.

RECITALS:

A. The parties adopted the Investar Bank Split Dollar Life Insurance Agreement (the “Agreement”) on May 9, 2024.

B. The Agreement may be amended in accordance with Article X.

C. The parties desire to amend the Agreement to increase the Insured’s death benefit.

NOW, THEREFORE, the parties hereby amend the Plan as follows:

Section 10.1 is deleted in its entirety and replaced with the following:

10.1 Insured’s Death Benefit. The Insured's Death Benefit shall mean, upon the death of the Insured while this Agreement is in force, the Insured's beneficiary shall be entitled to an amount of aggregate Policy death proceeds equal one million thirteen thousand four hundred seventy eight ($1,013,478.00) limited to one hundred percent (100%) of the Net Amount at Risk insurance portion of the proceeds. For purposes of this Agreement, "Net Amount at Risk" will mean the difference between the total death proceeds payable under the Policies less the aggregate cash value of the Policies measured as of the date giving rise to the need for such calculation. The receipt of this amount by the beneficiary shall constitute satisfaction of the Insured's rights under this Agreement.

Except as otherwise amended by this First Amendment, all provisions of the Plan shall remain in full force and effect and the Plan and this First Amendment shall be construed together and considered one and the same agreement.

The parties execute this First Amendment as of the date first written above.

INSURED:		INVESTAR BANK:
/s/ John R. Campbell	By:	/s/ John J. D’Angelo
John Campbell
	Title:	President and Chief Executive Officer
	Printed Name:	John J. D’Angelo