Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e)
Second Amendment to Executive Salary Continuation Agreements
On September 26, 2016, Wilson Bank and Trust (the Bank), a wholly-owned subsidiary of Wilson Bank Holding Company, a Tennessee
corporation (the Company), entered into amendments (the Amendments) to the Executive Salary Continuation Agreements, as previously amended and restated and thereafter amended, (the Agreements), by and between the
Bank and each of Randall Clemons, Elmer Richerson, Lisa Pominski, Gary Whitaker and John C. McDearman, III (each, an Executive and collectively, the Executives).
The Amendments were entered into to extend the time period that benefits would be payable to an Executive under the Agreements following the
Executives retirement after reaching age 65. Prior to the Amendments, the Agreements provided that these payments would continue for a period of 180 months following the Executives retirement after reaching age 65. The Amendments provide
that if the benefits payable following the Executives retirement have been paid for 180 months and the Executive is still living at the end of such payment period, the benefits shall continue for the remainder of the Executives life. The
description of the Amendments set forth herein is qualified in its entirety by reference to the Amendments, which are filed herewith as Exhibits 10.1 through 10.5 and are incorporated herein by reference.
Named Executive Officers Incentive Awards
On September 26, 2016, the Personnel Committee (the Committee) of the Board of Directors of the Company approved an award of
non-qualified options to purchase shares of the Companys common stock, $2.00 par value per share (Common Stock), and stock appreciation rights pursuant to the terms of the Companys Amended and Restated 2016 Equity Incentive
Plan (the Plan), which is filed herewith as Exhibit 10.6, to the following named executive officers:
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Shares Subject to
Option Grant
|
|
|
Stock Appreciation
Rights
|
|
J. Randall Clemons
|
|
President and Chief Executive Officer of the Company; Chief Executive Officer of the Bank
|
|
|
2,500
|
|
|
|
7,500
|
|
H. Elmer Richerson
|
|
Executive Vice President of the Company; President of the Bank
|
|
|
2,500
|
|
|
|
7,500
|
|
Lisa Pominski
|
|
Chief Financial Officer of the Company and the Bank
|
|
|
1,250
|
|
|
|
3,750
|
|
Gary Whitaker
|
|
Executive Vice President of the Bank
|
|
|
1,250
|
|
|
|
3,750
|
|
John C. McDearman III
|
|
Executive Vice President of the Bank
|
|
|
5,000
|
|
|
|
|
|
The stock appreciation rights have a grant price equal to $40.25 per share (the Grant Price) and
the non-qualified options to purchase Common Stock have a strike price of $40.25 per share. Both the stock appreciation rights and the non-qualified options are subject to time-based vesting, with 20%
2
vesting on each of the first five anniversaries of the grant date. Both the stock appreciation rights and the non-qualified options fully vest upon the named executive officers death,
disability or retirement (or, in the case of Messrs. Clemons and Richerson, the later of their resignation as an employee or retirement as a director of the Company) or upon a change in control of the Company.
The stock appreciation rights will be settled in cash in an amount equal to the excess of the fair market value of one share of Common Stock
on the exercise date over the Grant Price. The non-qualified options will be settled in shares of the Companys Common Stock. Both the stock appreciation rights and the non-qualified options expire ten years from the date of grant and terminate
immediately upon the named executive officers termination for cause (or, in the case of Messrs. Clemons and Richerson, the later of their termination for cause as an employee or removal as a director of the Company for cause).
The award agreements evidencing the stock appreciation rights and non-qualified options granted to the above-referenced employees include
non-competition and non-solicitation covenants pursuant to which the award recipient has agreed for a period of twelve months following the termination of their employment (or, in the case of Messrs. Clemons and Richerson, the later of the
termination of their employment or service on the Board) not to compete with the Company or the Bank in counties where the Bank has offices as well as Williamson County, Tennessee, or solicit employees or customers of the Bank with whom the award
recipient had material contact within the one-year period prior to the termination of employment (or, in the case of Messrs. Clemons and Richerson, the later of the termination of their employment or service on the Board).
The foregoing summary is qualified in its entirety by reference to the form of Stock Appreciation Rights Agreement for employees, the form of
Non-qualified Stock Option Agreement for employees, the form of Stock Appreciation Rights Agreement for employee directors, and the form of Non-qualified Stock Option Agreement for employee directors, copies of which are filed herewith as Exhibits
10.7, 10.8, 10.9 and 10.10, respectively, and are incorporated herein by reference.
Non-Employee Director Incentive Awards
On September 26, 2016, the Board of Directors of the Company approved an award of non-qualified options to purchase shares of the
Companys Common Stock and stock appreciation rights pursuant to the terms of the Plan to the following non-employee directors of the Company:
|
|
|
|
|
|
|
|
|
Name
|
|
Shares Subject to
Option Grant
|
|
|
Stock Appreciation
Rights
|
|
John B. Freeman
|
|
|
|
|
|
|
10,000
|
|
James F. Comer
|
|
|
2,500
|
|
|
|
7,500
|
|
William P. Jordan
|
|
|
10,000
|
|
|
|
|
|
James Anthony Patton
|
|
|
10,000
|
|
|
|
|
|
Jerry L. Franklin
|
|
|
|
|
|
|
10,000
|
|
Jack W. Bell
|
|
|
10,000
|
|
|
|
|
|
Charles Bell
|
|
|
|
|
|
|
10,000
|
|
The stock appreciation rights have a grant price equal to the Grant Price and the non-qualified options to
purchase Common Stock have a strike price of $40.25 per share. Both the stock appreciation rights and the non-qualified options are subject to time-based vesting, with 20% vesting on each of the first five anniversaries of the grant date. Both the
stock appreciation rights and the non-qualified options fully vest upon the directors death, disability or retirement or upon a change in control of the Company.
3
The stock appreciation rights will be settled in cash in an amount equal to the excess of the
fair market value of one share of Common Stock on the exercise date over the Grant Price. The non-qualified options will be settled in shares of the Companys Common Stock. Both the stock appreciation rights and the non-qualified options expire
ten years from the date of grant and terminate immediately upon the directors removal from the Board for cause.
The award
agreements evidencing the stock appreciation rights and non-qualified options granted to the above-referenced non-employee directors include non-competition and non-solicitation covenants pursuant to which the award recipient has agreed for a period
of twelve months following the termination of his service on the Board not to compete with the Company or the Bank in counties where the Bank has offices as well as Williamson County, Tennessee, or solicit employees or customers of the Bank with
whom the award recipient had material contact within the one-year period prior to the termination of his service on the Board.
The
foregoing summary is qualified in its entirety by reference to the form of Stock Appreciation Rights Agreement for directors and the form of Non-qualified Stock Option Agreement for directors, copies of which are filed herewith as Exhibits 10.11 and
10.12, respectively, and are incorporated herein by reference.