WBHC 8-K
Wilson Bank Holding Co (WBHC)
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): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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:
|
|
Trading |
|
|
|
N/A |
|
N/A |
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.
(e) SERP Agreement for Kayla Hawkins. Effective June 23, 2025, Wilson Bank and Trust (the “Bank”), a wholly owned subsidiary of Wilson Bank Holding Company (the “Company”) entered into a Supplemental Executive Retirement Plan (the “SERP Agreement”) with Kayla Hawkins, the Company’s and the Bank’s Executive Vice President and Chief Financial Officer, to provide Ms. Hawkins with certain supplemental nonqualified pension benefits payable following her separation from service from the Bank under various scenarios. The SERP Agreement includes retirement benefits that are payable for the remainder of Ms. Hawkins’s life following her separation from service from the Bank after reaching age 65 or after reaching age 60 so long as in such early retirement scenario Ms. Hawkins has then been continuously employed by the Bank for a minimum of thirty (30) years. These retirement benefits are to expected to be funded from an annuity contract or multiple annuity contracts to be purchased by the Bank. The SERP Agreement also provides for payments to Ms. Hawkins in the event that she experiences a separation from service from the Bank as a result of disability, with such benefit equal to sixty percent of Ms. Hawkins’s base salary and bonus at the time of her separation from service. This disability benefit is payable to Ms. Hawkins until she reaches age 65, after which she is entitled to receive for the remainder of her life the normal retirement benefit payable to her under the SERP Agreement. The SERP Agreement also includes benefits that would be payable to Ms. Hawkins upon her death. Should she die while still in service to the Bank, Ms. Hawkins would be entitled to receive a lump sum payment equal to the liability accrued by the Bank under generally accepted accounting principles for the benefits payable to Ms. Hawkins under the SERP Agreement as of the time of her death. Should Ms. Hawkins die after she has begun to receive benefit payments under the SERP Agreement, the Bank is obligated under the SERP Agreement to continue to pay her then payable benefit until such time as her beneficiary has received 180 monthly payments. Upon a change of control of the Bank, Ms. Hawkins will become 100 percent vested in her normal retirement benefits and payment of those benefits will commence thirty days following consummation of the change of control.
Ms. Hawkins’s SERP Agreement also includes a provision that conditions payment of the benefit payments to her thereunder other than those owed as a result of a change of control on her not directly or indirectly performing services that are substantially similar to those that she provided to the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of the SERP Agreement or the date Ms. Hawkins separates from service with the Bank for a period beginning on the date that she separates from service and ending on the earlier of the date that payments are no longer being made to her under the SERP Agreement and the date she reaches the age of 80.
The description of the SERP Agreement included herein is qualified in its entirety by reference to the SERP Agreement, a copy of which is filed herewith as Exhibit 10.1.
Kayla Hawkins Split Dollar Life Insurance Agreement. Effective June 23, 2025, the Bank and Ms. Hawkins entered into a Split Dollar Life Insurance Agreement (the “Split Dollar Life Insurance Agreement”), pursuant to which Ms. Hawkins’s named beneficiary is entitled to receive a death benefit equal to the difference between the death benefit payable under a life insurance policy purchased by the Bank and the accrued cash value of the life insurance policy at the time of Ms. Hawkins’s death. Premiums with respect to the related life insurance policy under the Split Dollar Life Insurance Agreement are payable by the Bank and the Bank is the sole owner of the related life insurance policy. The Split Dollar Life Insurance Agreement automatically terminates on the occurrence of any of the following events prior to Ms. Hawkins’s death: (i) written notice given by either the Bank or Ms. Hawkins to the other; (ii) termination of Ms. Hawkins’s employment with the Bank, whether voluntary or involuntary; or (iii) bankruptcy, receivership or dissolution of the Bank. Upon termination of the Split Dollar Life Insurance Agreement, Ms. Hawkins will forfeit all rights thereunder. The
description of the Split Dollar Life Insurance Agreement included herein is qualified in its entirety by reference to the Split Dollar Life Insurance Agreement, a copy of which is filed herewith as Exhibit 10.2.
Amendments to SERP Agreements. Effective June 23, 2025, the Bank entered into (i) a Third Amendment (the “McDearman Third Amendment”) to the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of May 22, 2015, as previously amended on October 26, 2020 and December 28, 2020 (as amended, the “McDearman 2015 SERP Agreement”) by and between the Bank and John C. McDearman III, the Company’s President and Chief Executive Officer and the Bank’s Chief Executive Officer; (ii) a Third Amendment (the “Foster Third Amendment”) to the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of May 22, 2015, as previously amended on October 26, 2020 and December 28, 2020 (as amended, the “Foster 2015 SERP Agreement”) by and between the Bank and John Foster, the Company’s Executive Vice President and the Bank’s President; (iii) a Third Amendment (the “Oakley Third Amendment”) to the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of May 22, 2015, as previously amended on September 26, 2016 and October 26, 2020 and December 28, 2020 (as amended, the “Oakley 2015 SERP Agreement”) by and between the Bank and Clark Oakley, the Bank’s Executive Vice President and Chief Operating Officer; and (iv) a First Amendment (the “Walker First Amendment” and together with the McDearman Third Amendment, the Foster Third Amendment and the Oakley Third Amendment, the “SERP Amendments”) to the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of November 19, 2018 (as amended, the “Walker 2018 SERP Agreement” and together with the McDearman 2015 SERP Agreement, the Foster 2015 SERP Agreement and the Oakley 2015 SERP Agreement, the “Existing SERP Agreements”) by and between the Bank and Taylor Walker, the Bank’s Executive Vice President. The SERP Amendments amend the Existing SERP Agreements to provide for an early retirement benefit for each of Messrs. McDearman, Foster, Oakley and Walker in the event that he remains employed by the Bank until achieving age 60 and so long as in such early retirement scenario he has then been continuously employed by the Bank for a minimum of thirty (30) years. As amended by the SERP Amendments, the Existing SERP Agreements provide that each of Messrs. McDearman, Foster, Oakley and Walker will be entitled to a monthly benefit payable for the remainder of his life paid from annuity contracts purchased by the Bank in the event that he separates from service from the Bank after reaching age 60 but before reaching age 65 and so long as at the time of his separation from service he had been continuously employed by the Bank for 30 years.
Each of the SERP Amendments to the Existing SERP Agreements also includes a provision that conditions payment of the benefit payments to Messrs. McDearman, Foster, Oakley and Walker under the existing SERP Agreements other than those owed as a result of a change of control on him not directly or indirectly performing services that are substantially similar to those that he provided to the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of the SERP Agreement or the date he separates from service with the Bank for a period beginning on the date that he separates from service and ending on the earlier of the date that payments are no longer being made to him under the Existing SERP Agreement to which he is a party, as amended, including as amended by the SERP Amendments, and the date he reaches the age of 80.
The description of the SERP Amendments included herein is qualified in its entirety by reference to each SERP Amendment, copies of which are filed herewith as Exhibits 10.3, 10.4, 10.5 and 10.6.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
|
|
|
WILSON BANK HOLDING COMPANY |
|
|
|
|
Date: |
June 26, 2025 |
By: |
/s/ John C. McDearman III |
|
|
|
John C. McDearman III |
Exhibit 10.1
WILSON BANK & TRUST
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Supplemental Executive Retirement Plan (“Plan”) is adopted as of this 23rd day of June, 2025 (the “Effective Date”) by Wilson Bank & Trust, a Tennessee corporation (the “Employer” or the “Bank”) for the benefit of KAYLA HAWKINS (the “Executive”). The purpose of the Plan is to provide certain supplemental nonqualified pension benefits to certain executives who have contributed substantially to the success of the Employer and the Employer desires to incentivize the executives to continue in its employ.
This Plan is intended to be and shall be administered as an income tax nonqualified, unfunded plan primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Sections 201(2), 301(a)(3), and 401(a)(l). This Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, the intent of the parties hereto is that the Plan shall be operated and interpreted consistent with the requirements thereof.
ARTICLE 1
DEFINITIONS
Whenever used in this Plan, the following terms have the meanings specified:
1
Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees of the Employer, provided that the definition of disability applied under such disability insurance program complies with the requirements of Section 409A of the Code. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of Social Security Administration’s or the provider’s determination.
ARTICLE 2
DEFERRED COMPENSATION AND VALUATION OF ACCOUNT
2
ARTICLE 3
RETIREMENT AND OTHER BENEFITS
Notwithstanding any other provision of this agreement, if Disability Benefits are payable under this paragraph 3.3, in no event shall the Executive receive a total annual Disability Benefit from the Bank that is greater than sixty percent (60%) of the Executive’s annual base salary and bonus at the time of the Disability, including from any and all other disability benefits, plans or arrangements that the Bank may
3
provide. The Bank reserves the right to reduce the amount of the Disability Benefit, but not the time or form of payment, in order to limit the amount of the payment as described herein, to the extent permitted and in accordance with 1.409A-3(i)(l )(ii) of the Treasury Regulations.
ARTICLE 4
BENEFICIARIES
4
the Plan Administrator’s rules and procedures, as in effect from time to time. Upon the 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.
ARTICLE 5
GENERAL LIMITATIONS
In addition, Employer and its successors retain the legal right to demand the return of any payment made hereunder which constitutes a “golden parachute payment” within the meaning of Section 1828(k) or implementing regulations of the FDIC should Employer or its successors later obtain information indicating that the Executive committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R.359.4(a)(4).
5.2 Non-compete. Except in the case of qualification for benefit payments under Section 3.6 following a Change in Control, in which case this Section 5.2 shall not apply, Executive agrees that as a condition to the Bank’s obligation to make the payments provided for in Sections 3.1, 3.2 or 3.3 hereof, Executive will not, for a period beginning on the date that the Executive experiences a Separation from Service pursuant to which benefits are payable under Sections 3.1, 3.2 or 3.3 and ending on the earlier of (a) the date of cessation of payments provided for in Sections 3.1, 3.2 or 3.3 hereof (as applicable) or (b) the date that is fifteen (15) years following the date that the Executive reaches the Normal Retirement Age (except on behalf of or with the prior written consent of the Bank), directly or indirectly on the Executive’s own behalf or in service to or on behalf of others, perform any services which are substantially the same as the services
5
the Executive performed for the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of this Agreement or the date of the Executive’s Separation from Service. For purposes of this Agreement, the term “business of banking” shall mean and be limited to a business that accepts deposits and makes loans. The Executive hereby agrees that, except in the case of benefit payments made under Sections 3.4 and 3.6, the payment to the Executive of the benefits hereunder is conditioned upon the Executive’s compliance with her obligations under this Section 5.2. The Executive agrees that the covenants contained in this Section 5.2 are of the essence of this Agreement; that each of the covenants contained in this Section 5.2 is reasonable and necessary to protect the business, interests and properties of the Bank, and that irreparable loss and damage will be suffered by the Bank should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Bank shall be entitled, in its discretion, to cease the payments provided for in Sections 3.1, 3.2 or 3.3 hereof and/or seek a temporary restraining order and temporary and permanent injunctions in the event of a breach or contemplated breach of any of the covenants set forth in this Section 5.2.
Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction and performance of this provision shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflict of laws of such state.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6
7
ARTICLE 7
MISCELLANEOUS
8
ARTICLE 8
ADMINISTRATION OF AGREEMENT
9
This Supplemental Executive Retirement Plan Agreement is hereby adopted as of the date written above.
(Next Page is Signature Page)
10
IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Employer have signed this Agreement as of the date first written above.
THE EXECUTIVE: |
WILSON BANK & TRUST
|
/s/ Kayla Hawkins
|
By: /s/ John C. McDearman III
|
|
Its: Chief Executive Officer |
11
BENEFICIARY DESIGNATION
WILSON BANK & TRUST
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
I, Kayla Hawkins, designate the following as Beneficiary of any death benefits under this Supplemental Executive Retirement Plan 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 Employer. 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: ____________________________________ |
Accepted by the Employer this ______ day of _________, 20__.
|
By: _____________________________________ |
|
|
|
Print Name: ______________________________ |
|
|
|
Title: ____________________________________ |
12
Exhibit 10.2
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
THIS AGREEMENT (the “Agreement”) is made and entered into this 23rd day of June, 2025, by and between Wilson Bank & Trust, a banking corporation, located in Wilson County, Tennessee (the “Bank”), and Kayla Hawkins, a current employee of the Bank (hereinafter referred to as the “Employee”).
INTRODUCTION
WHEREAS, Employee is an officer or other highly paid employee of the Bank;
WHEREAS, the Bank is purchasing insurance policies (hereinafter referred to as the “Insurance Policy(ies)”), with Tennessee Farm Bureau (hereinafter collectively referred to as the “Insurer”), on the life of the Employee;
WHEREAS, the Bank desires to induce Employee to continue to utilize Employee’s best efforts on behalf of the Bank by its payment of premiums due on the Insurance Policy(ies); and
WHEREAS, the Bank is the sole owner of the Insurance Policy(ies) and elects to endorse a portion of the death benefit of the Insurance Policy(ies) to Employee, or Employee’s designated beneficiary.
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 Employee agree as follows:
1
2
3
4
5
(Next Page is Signature Page)
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.
WILSON BANK & TRUST, BANK: |
|
Kayla Hawkins, EMPLOYEE: |
By: /s/ John C. McDearman III |
|
By: /s/ Kayla Hawkins |
Print Name: John C. McDearman III |
|
Print Name: Kayla Hawkins |
Title: Chief Executive Officer |
|
Address: |
7
WILSON BANK & TRUST
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
BENEFICIARY DESIGNATION FORM
Executive: Kayla Hawkins
Social Security Number: ______ ____ ______
Definitions:
Primary Beneficiary means the person(s) who will receive the Benefits in the event of the Executive’s death. Proceeds will be divided in equal shares if multiple primary beneficiaries are named, unless otherwise indicated. If percentages are listed, the total must equal 100%.
Contingent Beneficiary means the person(s) who will receive the Benefits if the primary beneficiary is not living at the time of the Executive’s death.
Trust as Beneficiary Designation can be done by using the following written statement: “To [name of trustee], trustee of the [name of trust], under a trust agreement dated [date of trust].”
Primary Beneficiary DOB Social Security # Address % of Proceeds
____________________ ____ _______________ ___________________________ _______
____________________ ____ _______________ ___________________________ _______
Contingent Beneficiary DOB Social Security # Address % of Proceeds
____________________ ____ _______________ ___________________________ _______
____________________ ____ _______________ ___________________________ _______
The undersigned Executive acknowledges that Wilson Bank & Trust (“Bank”) is providing this Death Benefit subject to the terms and conditions of the Agreement entered into with Executive; only to the extent that the Death Benefit is actually paid by the Insurer, and that Bank is also entitled to separate benefits in the Policy.
_______________________________ _________
KAYLA HAWKINS Date
Acknowledged Receipt by the Bank:
____________________________
Officer
8
WILSON BANK & TRUST
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
SCHEDULE OF POLICIES
KAYLA HAWKINS
Insurer: Tennessee Farmers Life Insurance Company
Policy Number: 210074107W
9
Exhibit 10.3
THIRD AMENDMENT TO THE
WILSON BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
MADE EFFECTIVE MAY 22, 2015
This Third Amendment to Supplemental Executive Retirement Plan (the “Third Amendment”) is adopted this 23rd day of June, 2025, by and between Wilson Bank & Trust, a Tennessee corporation (the “Bank”) and John C. McDearman (the “Executive”).
WHEREAS, the Bank and the Executive have previously entered into a Supplemental Executive Retirement Plan made effective on May 22, 2015, (the “Agreement”), an unfunded arrangement maintained to encourage the Executive to remain an employee of the Bank by providing retirement benefits to the Executive upon his retirement, or other events as provided in the Agreement, payable out of the Bank’s general assets;
WHEREAS, the Bank and the Executive have previously entered into a First Amendment to Supplemental Executive Retirement Plan dated as of October 26, 2020 (the “First Amendment”) and a Second Amendment to Supplemental Executive Retirement Plan dated as of December 28, 2020 (the “Second Amendment”);
WHEREAS, the Bank and the Executive have agreed to amend the Agreement to provide for a change in the vesting of benefits provided in the Agreement without changing the time or form of benefits payable.
NOW, THEREFORE, for good and valuable consideration, the adequacy of which is acknowledged by the parties hereto, the Agreement is hereby amended as follows:
Paragraph 3.2 is hereby deleted in its entirety and replaced with the following:
3.2 Other Separation from Service. Notwithstanding any other provision herein, including Section 3.1 above, in the event the Executive should incur a Separation from Service on or after attainment of age sixty (60) but prior to attainment of Normal Retirement Age, provided the Executive has been continuously employed by the Employer for a minimum of thirty (30) years, (the “Section 3.2 Vesting Date”) for any reason other than death, Disability, or on or following a Change in Control, the Executive will be entitled to the monthly benefit payment provided for under Section 3.1, which benefit shall be payable in accordance with Section 3.1 as if the Executive had continued in service to the Bank to Normal Retirement Age, with such benefits commencing on the first (1st) day of the second month following the Executive’s Separation from Service following the Section 3.2 Vesting Date. Additionally, with regard to any other provision of this Agreement, a Separation from Service under this Section 3.2 on or after the Section 3.2 Vesting Date shall be treated as a Separation from Service following the Executive’s reaching Normal Retirement Age.
Paragraph 5.2 is hereby added to Article 5:
5.2 Non-compete. Except in the case of qualification for benefit payments under Section 3.6 following a Change in Control, in which case this Section 5.2 shall not apply, Executive agrees that as a condition to the Bank’s obligation to make the payments provided for in Sections 3.1, 3.2 or 3.3 hereof, Executive will not, for a period beginning on the date that the Executive experiences a Separation from Service pursuant to which benefits are payable under Sections 3.1, 3.2 or 3.3 and ending on the earlier of (a) the date of cessation of payments provided for in Sections 3.1, 3.2 or 3.3 hereof (as applicable) or (b) the date that is
fifteen (15) years following the date that the Executive reaches the Normal Retirement Age (except on behalf of or with the prior written consent of the Bank), directly or indirectly on the Executive’s own behalf or in service to or on behalf of others, perform any services which are substantially the same as the services the Executive performed for the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of this Agreement or the date of the Executive’s Separation from Service. For purposes of this Agreement, the term “business of banking” shall mean and be limited to a business that accepts deposits and makes loans. The Executive hereby agrees that, except in the case of benefit payments made under Sections 3.4 and 3.6, the payment to the Executive of the benefits hereunder is conditioned upon the Executive’s compliance with his obligations under this Section 5.2. The Executive agrees that the covenants contained in this Section 5.2 are of the essence of this Agreement; that each of the covenants contained in this Section 5.2 is reasonable and necessary to protect the business, interests and properties of the Bank, and that irreparable loss and damage will be suffered by the Bank should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Bank shall be entitled, in its discretion, to cease the payments provided for in Sections 3.1, 3.2 or 3.3 hereof and/or seek a temporary restraining order and temporary and permanent injunctions in the event of a breach or contemplated breach of any of the covenants set forth in this Section 5.2.
Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction and performance of this Third Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflict of laws of such state.
The Agreement, as amended by the First Amendment, the Second Amendment and this Third Amendment, is otherwise ratified and confirmed in all other respects.
(Next Page is Signature Page)
2
IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Bank have signed this Amendment as of the date first written above.
EXECUTIVE
/s/ John C. McDearman III |
WILSON BANK & TRUST
By: /s/ John Foster |
Its: President |
3
Exhibit 10.4
THIRD AMENDMENT TO THE
WILSON BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
MADE EFFECTIVE MAY 22, 2015
This Third Amendment to Supplemental Executive Retirement Plan (the “Third Amendment”) is adopted this 23rd day of June, 2025, by and between Wilson Bank & Trust, a Tennessee corporation (the “Bank”) and John Foster (the “Executive”).
WHEREAS, the Bank and the Executive have previously entered into a Supplemental Executive Retirement Plan made effective on May 22, 2015, (the “Agreement”), an unfunded arrangement maintained to encourage the Executive to remain an employee of the Bank by providing retirement benefits to the Executive upon his retirement, or other events as provided in the Agreement, payable out of the Bank’s general assets;
WHEREAS, the Bank and the Executive have previously entered into a First Amendment to Supplemental Executive Retirement Plan dated as of October 26, 2020 (the “First Amendment”) and a Second Amendment to Supplemental Executive Retirement Plan dated as of December 28, 2020 (the “Second Amendment”);
WHEREAS, the Bank and the Executive have agreed to amend the Agreement to provide for a change in the vesting of benefits provided in the Agreement without changing the time or form of benefits payable.
NOW, THEREFORE, for good and valuable consideration, the adequacy of which is acknowledged by the parties hereto, the Agreement is hereby amended as follows:
Paragraph 3.2 is hereby deleted in its entirety and replaced with the following:
3.2 Other Separation from Service. Notwithstanding any other provision herein, including Section 3.1 above, in the event the Executive should incur a Separation from Service on or after attainment of age sixty (60) but prior to attainment of Normal Retirement Age, provided the Executive has been continuously employed by the Employer for a minimum of thirty (30) years, (the “Section 3.2 Vesting Date”) for any reason other than death, Disability, or on or following a Change in Control, the Executive will be entitled to the monthly benefit payment provided for under Section 3.1, which benefit shall be payable in accordance with Section 3.1 as if the Executive had continued in service to the Bank to Normal Retirement Age, with such benefits commencing on the first (1st) day of the second month following the Executive’s Separation from Service following the Section 3.2 Vesting Date. Additionally, with regard to any other provision of this Agreement, a Separation from Service under this Section 3.2 on or after the Section 3.2 Vesting Date shall be treated as a Separation from Service following the Executive’s reaching Normal Retirement Age.
Paragraph 5.2 is hereby added to Article 5:
5.2 Non-compete. Except in the case of qualification for benefit payments under Section 3.6 following a Change in Control, in which case this Section 5.2 shall not apply, Executive agrees that as a condition to the Bank’s obligation to make the payments provided for in Sections 3.1, 3.2 or 3.3 hereof, Executive will not, for a period beginning on the date that the Executive experiences a Separation from Service pursuant to which benefits are payable under Sections 3.1, 3.2 or 3.3 and ending on the earlier of (a) the date of cessation of payments provided for in Sections 3.1, 3.2 or 3.3 hereof (as applicable) or (b) the date that is
fifteen (15) years following the date that the Executive reaches the Normal Retirement Age (except on behalf of or with the prior written consent of the Bank), directly or indirectly on the Executive’s own behalf or in service to or on behalf of others, perform any services which are substantially the same as the services the Executive performed for the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of this Agreement or the date of the Executive’s Separation from Service. For purposes of this Agreement, the term “business of banking” shall mean and be limited to a business that accepts deposits and makes loans. The Executive hereby agrees that, except in the case of benefit payments made under Sections 3.4 and 3.6, the payment to the Executive of the benefits hereunder is conditioned upon the Executive’s compliance with his obligations under this Section 5.2. The Executive agrees that the covenants contained in this Section 5.2 are of the essence of this Agreement; that each of the covenants contained in this Section 5.2 is reasonable and necessary to protect the business, interests and properties of the Bank, and that irreparable loss and damage will be suffered by the Bank should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Bank shall be entitled, in its discretion, to cease the payments provided for in Sections 3.1, 3.2 or 3.3 hereof and/or seek a temporary restraining order and temporary and permanent injunctions in the event of a breach or contemplated breach of any of the covenants set forth in this Section 5.2.
Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction and performance of this Third Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflict of laws of such state.
The Agreement, as amended by the First Amendment, the Second Amendment and this Third Amendment, is otherwise ratified and confirmed in all other respects.
(Next Page is Signature Page)
2
IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Bank have signed this Amendment as of the date first written above.
EXECUTIVE
/s/ John Foster |
WILSON BANK & TRUST
By: /s/ John C. McDearman III |
Its: Chief Executive Officer |
3
Exhibit 10.5
THIRD AMENDMENT TO THE
WILSON BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
MADE EFFECTIVE MAY 22, 2015
This Third Amendment to Supplemental Executive Retirement Plan (the “Third Amendment”) is adopted this 23rd day of June, 2025, by and between Wilson Bank & Trust, a Tennessee corporation (the “Bank”) and Clark Oakley (the “Executive”).
WHEREAS, the Bank and the Executive have previously entered into a Supplemental Executive Retirement Plan made effective on May 22, 2015, (the “Agreement”), an unfunded arrangement maintained to encourage the Executive to remain an employee of the Bank by providing retirement benefits to the Executive upon his retirement, or other events as provided in the Agreement, payable out of the Bank’s general assets;
WHEREAS, the Bank and the Executive have previously entered into a First Amendment to Supplemental Executive Retirement Plan dated as of September 26, 2016 (the “First Amendment”) and a Second Amendment to Supplemental Executive Retirement Plan dated as of October 26, 2020 (the “Second Amendment”);
WHEREAS, the Bank and the Executive have agreed to amend the Agreement to provide for a change in the vesting of benefits provided in the Agreement without changing the time or form of benefits payable.
NOW, THEREFORE, for good and valuable consideration, the adequacy of which is acknowledged by the parties hereto, the Agreement is hereby amended as follows:
Paragraph 3.2 is hereby deleted in its entirety and replaced with the following:
3.2 Other Separation from Service. Notwithstanding any other provision herein, including Section 3.1 above, in the event the Executive should incur a Separation from Service on or after attainment of age sixty (60) but prior to attainment of Normal Retirement Age, provided the Executive has been continuously employed by the Employer for a minimum of thirty (30) years, (the “Section 3.2 Vesting Date”) for any reason other than death, Disability, or on or following a Change in Control, the Executive will be entitled to the monthly benefit payment provided for under Section 3.1, which benefit shall be payable in accordance with Section 3.1 as if the Executive had continued in service to the Bank to Normal Retirement Age, with such benefits commencing on the first (1st) day of the second month following the Executive’s Separation from Service following the Section 3.2 Vesting Date. Additionally, with regard to any other provision of this Agreement, a Separation from Service under this Section 3.2 on or after the Section 3.2 Vesting Date shall be treated as a Separation from Service following the Executive’s reaching Normal Retirement Age.
Paragraph 5.2 is hereby added to Article 5:
5.2 Non-compete. Except in the case of qualification for benefit payments under Section 3.6 following a Change in Control, in which case this Section 5.2 shall not apply, Executive agrees that as a condition to the Bank’s obligation to make the payments provided for in Sections 3.1, 3.2 or 3.3 hereof, Executive will not, for a period beginning on the date that the Executive experiences a Separation from Service pursuant to which benefits are payable under Sections 3.1, 3.2 or 3.3 and ending on the earlier of (a) the date of cessation of payments provided for in Sections 3.1, 3.2 or 3.3 hereof (as applicable) or (b) the date that is
fifteen (15) years following the date that the Executive reaches the Normal Retirement Age (except on behalf of or with the prior written consent of the Bank), directly or indirectly on the Executive’s own behalf or in service to or on behalf of others, perform any services which are substantially the same as the services the Executive performed for the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of this Agreement or the date of the Executive’s Separation from Service. For purposes of this Agreement, the term “business of banking” shall mean and be limited to a business that accepts deposits and makes loans. The Executive hereby agrees that, except in the case of benefit payments made under Sections 3.4 and 3.6, the payment to the Executive of the benefits hereunder is conditioned upon the Executive’s compliance with his obligations under this Section 5.2. The Executive agrees that the covenants contained in this Section 5.2 are of the essence of this Agreement; that each of the covenants contained in this Section 5.2 is reasonable and necessary to protect the business, interests and properties of the Bank, and that irreparable loss and damage will be suffered by the Bank should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Bank shall be entitled, in its discretion, to cease the payments provided for in Sections 3.1, 3.2 or 3.3 hereof and/or seek a temporary restraining order and temporary and permanent injunctions in the event of a breach or contemplated breach of any of the covenants set forth in this Section 5.2.
Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction and performance of this Third Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflict of laws of such state.
The Agreement, as amended by the First Amendment, the Second Amendment and this Third Amendment, is otherwise ratified and confirmed in all other respects.
(Next Page is Signature Page)
2
IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Bank have signed this Amendment as of the date first written above.
EXECUTIVE
/s/ Clark Oakley |
WILSON BANK & TRUST
By: /s/ John C. McDearman III |
Its: Chief Executive Officer |
3
Exhibit 10.6
FIRST AMENDMENT TO THE
WILSON BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
MADE EFFECTIVE NOVEMBER 19, 2018
This First Amendment to Supplemental Executive Retirement Plan (the “First Amendment”) is adopted this 23rd day of June, 2025, by and between Wilson Bank & Trust, a Tennessee corporation (the “Bank”) and Taylor Walker (the “Executive”).
WHEREAS, the Bank and the Executive have previously entered into a Supplemental Executive Retirement Plan made effective on November 19, 2018, (the “Agreement”), an unfunded arrangement maintained to encourage the Executive to remain an employee of the Bank by providing retirement benefits to the Executive upon his retirement, or other events as provided in the Agreement, payable out of the Bank’s general assets;
WHEREAS, the Bank and the Executive have agreed to amend the Agreement to provide for a change in the vesting of benefits provided in the Agreement without changing the time or form of benefits payable.
NOW, THEREFORE, for good and valuable consideration, the adequacy of which is acknowledged by the parties hereto, the Agreement is hereby amended as follows:
Paragraph 3.2 is hereby deleted in its entirety and replaced with the following:
3.2 Other Separation from Service. Notwithstanding any other provision herein, including Section 3.1 above, in the event the Executive should incur a Separation from Service on or after attainment of age sixty (60) but prior to attainment of Normal Retirement Age, provided the Executive has been continuously employed by the Employer for a minimum of thirty (30) years, (the “Section 3.2 Vesting Date”) for any reason other than death, Disability, or on or following a Change in Control, the Executive will be entitled to the monthly benefit payment provided for under Section 3.1, which benefit shall be payable in accordance with Section 3.1 as if the Executive had continued in service to the Bank to Normal Retirement Age, with such benefits commencing on the first (1st) day of the second month following the Executive’s Separation from Service following the Section 3.2 Vesting Date. Additionally, with regard to any other provision of this Agreement, a Separation from Service under this Section 3.2 on or after the Section 3.2 Vesting Date shall be treated as a Separation from Service following the Executive’s reaching Normal Retirement Age.
Paragraph 5.2 is hereby added to Article 5:
5.2 Non-compete. Except in the case of qualification for benefit payments under Section 3.6 following a Change in Control, in which case this Section 5.2 shall not apply, Executive agrees that as a condition to the Bank’s obligation to make the payments provided for in Sections 3.1, 3.2 or 3.3 hereof, Executive will not, for a period beginning on the date that the Executive experiences a Separation from Service pursuant to which benefits are payable under Sections 3.1, 3.2 or 3.3 and ending on the earlier of (a) the date of cessation of payments provided for in Sections 3.1, 3.2 or 3.3 hereof (as applicable) or (b) the date that is fifteen (15) years following the date that the Executive reaches the Normal Retirement Age (except on behalf of or with the prior written consent of the Bank), directly or indirectly on the Executive’s own behalf or in service to or on behalf of others, perform any services which are substantially the same as the services the Executive performed for the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of this Agreement or the date of the Executive’s
Separation from Service. For purposes of this Agreement, the term “business of banking” shall mean and be limited to a business that accepts deposits and makes loans. The Executive hereby agrees that, except in the case of benefit payments made under Sections 3.4 and 3.6, the payment to the Executive of the benefits hereunder is conditioned upon the Executive’s compliance with his obligations under this Section 5.2. The Executive agrees that the covenants contained in this Section 5.2 are of the essence of this Agreement; that each of the covenants contained in this Section 5.2 is reasonable and necessary to protect the business, interests and properties of the Bank, and that irreparable loss and damage will be suffered by the Bank should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Bank shall be entitled, in its discretion, to cease the payments provided for in Sections 3.1, 3.2 or 3.3 hereof and/or seek a temporary restraining order and temporary and permanent injunctions in the event of a breach or contemplated breach of any of the covenants set forth in this Section 5.2.
Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction and performance of this First Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflict of laws of such state.
The Agreement, as amended by this First Amendment, is otherwise ratified and confirmed in all other respects.
(Next Page is Signature Page)
2
IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Bank have signed this Amendment as of the date first written above.
EXECUTIVE
/s/ Taylor Walker |
WILSON BANK & TRUST
By: /s/ John C. McDearman III |
Its: Chief Executive Officer |
3