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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Employment Agreement with Chief Financial Officer
On October 17, 2019,
The First, A National Banking Association (the “Bank”), a wholly-owned subsidiary of The First Bancshares, Inc. (the
“Company”) entered into an Employment Agreement with Ms. Donna T. (Dee Dee) Lowery, Executive Vice President and Chief
Financial Officer of the Bank and the Company (the “Employment Agreement”). The Employment Agreement terminates, and
supersedes in its entirety, the Change in Control Agreement between the Bank and Ms. Lowery, dated as of February 1, 2017.
The term of the Employment
Agreement expires on October 17, 2021, with automatic extension unless proper notice is given. The Employment Agreement provides
for a base salary of $234,150 and participation in benefit plans, policies and programs as may be maintained, from time to time,
by the Bank. Ms. Lowery also will have an opportunity to receive an annual bonus (up to a maximum of 15% of her base salary) based
upon the achievement of performance goals established from year to year by the Compensation Committee.
Pursuant to the Employment
Agreement, if a change in control of the Company occurs during the term of the Employment Agreement and following such change in
control, the Company terminates Ms. Lowery’s employment other than for “cause” or “disability” or
Ms. Lowery resigns for “good reason” (as such terms are defined in the Employment Agreement), then Ms. Lowery will
receive (i) a severance payment equal to two (2) times Ms. Lowery’s then-current base salary, payable in a single lump sum
within 30 days following her termination, and (ii) monthly payments equal to the employer portion of COBRA premiums for 18 months
following her termination, in each case subject to Ms. Lowery’s execution and non-revocation of a general release of claims
against the Bank.
The Employment Agreement
contains customary confidentiality covenants, as well as covenants regarding the non-solicitation of customer and employees and
non-competition that apply for 12 months following the executive’s termination of employment, in the case of the non-competition
covenant, or 36 months, in the case of the non-solicitation covenants.
The foregoing summary
of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a complete copy of which is
filed herewith as Exhibit 10.1 and incorporated herein by reference.
Amendment to Outstanding Restricted Stock Awards
The Compensation Committee
(the “Committee”) of the Board of Directors of the Company has previously granted shares of restricted stock to certain
employees of the Company or its affiliates, including to its President and Chief Executive Officer, M. Ray (Hoppy) Cole, Jr. and
Executive Vice President and Chief Financial Officer, Donna T. (Dee Dee) Lowery. On October 15, 2019, the Committee approved a
modification to outstanding shares of restricted stock to provide that such shares will become fully-vested if (i) the Company
or one of its affiliates terminates the grantee’s employment without cause (as defined in the award agreement); or (ii) the
grantee resigns for good reason within 24-months following a change in control (as such terms are defined in the award agreement),
in the event that the outstanding restricted stock awards are not assumed by the acquiror in connection with such change in control
(collectively, the “ Restricted Stock Amendment”).
The foregoing summary
of the Restricted Stock Amendment is qualified in its entirety by reference to the Restricted Stock Amendment, a complete copy
of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.