ITEM 1.01 Entry into a Material Definitive Agreement.
On January 28, 2021, Sierra Bancorp (the “Company”), entered into indemnification agreements with each of its non-employee directors – Morris A. Tharp, Susan M. Abundis, Albert L. Berra, Julie Castle, Vonn R. Christenson, Laurence S. Dutto, Robb Evans, James C. Holly, Lynda B. Scearcy and Gordon T. Woods. – as well as with Kevin J. McPhaill, the Company’s President and Chief Executive Officer and Director; Christopher G. Treece, the Company’s Executive Vice President and Chief Financial Officer, Hugh Boyle, the Company’s Executive Vice President and Chief Credit Officer; James Gardunio, the Company’s Executive Vice President; Michael W. Olague, the Company’s Executive Vice President and Chief Banking Officer; Jennifer Johnson, the Company’s Executive Vice President and Chief Administrative Officer; and Matthew Macia, the Company’s Executive Vice President and Chief Risk Officer (each of the non-employee directors and executives, Messrs. Tharp, Berra, Christenson, Dutto, Evans, Holly, McPhaill, Woods, Treece, Boyle, Gardunio, Olague, and Macia and Mmes. Abundis, Castle, Scearcy, and Johnson are individually referred to herein as an “Indemnitee” and collectively referred to as “Indemnitees”).
The form indemnification agreement provides that the Indemnitees are entitled to indemnification from the Company for expenses, judgments, fines, penalties or amounts paid in settlement incurred in a proceeding against the Indemnitee by reason of their service as an officer or director of the Company, but only if the Indemnitee acted in good faith and in a manner reasonably believed to be in the best interests of the Company, and with respect to any criminal proceeding they had no reasonable cause to believe their conduct was unlawful; that the obligation for indemnification continues so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that Indemnitee served in any capacity referred to in the Indemnification Agreement; and that Indemnification is limited in certain situations as when required by law. Indemnitees are entitled as well to any broader indemnification protections provided by law or subsequently adopted through amended bylaws.
The foregoing summary of the terms of the Indemnification Agreements is qualified in its entirety by reference to the complete text of the Indemnification Agreements, and the form of such Indemnification Agreements is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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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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Indemnification Agreements.
The summary of the terms of the Indemnification Agreements, as set forth above in Item 1.01, is incorporated by reference into this Item 5.02. Such summary is qualified in its entirety by reference to the complete text of the Indemnification Agreements, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.