Allegiance Bancshares, Inc. (NASDAQ:ABTX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Allegiance Bancshares, Inc. (NASDAQ:ABTX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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.

Annual Incentive Plan

On January 24, 2019, the Board of Directors (“the Board”) of Allegiance Bancshares, Inc. (the “Company”) approved the Annual Incentive Plan (the “AIP”). The purpose of the AIP is to motivate and reward eligible employees by making a portion of their cash compensation dependent on the achievement of certain corporate, business unit and individual performance goals. Employees of the Company and its participating affiliates are eligible to participate in the AIP.

Plan Administration. The AIP will be administered by a committee appointed by the Board and consisting of at least two members of the Board. The committee has the power, in its discretion, to: (a) designate participants; (b) determine the terms and conditions of any award; (c) determine whether, to what extent, and under what circumstances awards may be forfeited or suspended; (d) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the AIP or any instrument or agreement relating to, or award granted under, the AIP; (e) establish, amend, suspend, or waive any rules for the administration, interpretation and application of the plan; and (f) make any other determination and take any other action that the committee deems necessary or desirable for the administration of the AIP.

Terms of Awards. The target award payable under the AIP for a particular performance period is expressed as a percentage of the participant’s base salary. In special circumstances, the target award may be expressed as a fixed amount of cash. The committee will establish the target award for each participant, the payment of which shall be conditioned on the achievement of the performance goals for the performance period. The committee will establish in writing the performance goals for the performance period and shall prescribe a formula for determining the percentage of the target award (which may be greater than 50%) which may be payable based upon the level of attainment of the performance goals for the performance period. The performance goals will be based on one or more performance criteria, each of which may carry a different weight, and which may differ from participant to participant. The performance criteria may include any of the following, or such other criteria as determined by the committee in its discretion:

the price of a share of the Company’s common stock;

the Company’s or an affiliate’s earnings per share;

the Company’s or an affiliate’s net earnings;

the return on shareholders’ equity achieved by the Company or an affiliate;

the Company’s or an affiliate’s return on assets;

the Company’s or an affiliate’s net interest margin;

the Company’s or an affiliate’s efficiency ratio;

the Company’s or an affiliate’s return on average tangible common shareholder’s equity;

the Company’s or an affiliate’s loan growth;

the Company’s or an affiliate’s deposit growth;

the Company’s or an affiliate’s non-performing asset ratio; or

the Company’s or an affiliate’s net charge-off ratio.

Payment of Awards. Following the completion of each performance period, the committee will determine the extent to which the performance goals have been achieved or exceeded. To the extent that the performance goals are achieved, the committee shall determine the extent to which the performance goals applicable to each participant have been achieved and shall then determine the amount of each participant’s award. In determining the amount of each award, the committee may reduce, eliminate or increase the amount of an award if, in its sole discretion, such reduction, elimination or increase is appropriate.

Amendment and Termination. The Board or the committee may, at any time, amend, suspend or terminate the AIP in whole or in part, except that no amendment shall adversely affect the rights of any Participant to Awards allocated prior to such amendment, suspension or termination without such participant’s consent.

The foregoing description of the AIP is qualified in its entirety by reference to the full text of the AIP, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)Exhibits. The following is filed as an exhibit to this Current Report on this Form 8-K:

Exhibit No.Description

10.1Annual Incentive Plan

Allegiance Bancshares, Inc. Exhibit
EX-10.1 2 abtx-ex101_6.htm EX-10.1 abtx-ex101_6.htm Exhibit 10.1   ALLEGIANCE BANCSHARES,…
To view the full exhibit click here

About Allegiance Bancshares, Inc. (NASDAQ:ABTX)

Allegiance Bancshares, Inc. is a bank holding company. Through its subsidiary, Allegiance Bank (the Bank), the Company provides a range of commercial banking services primarily to Houston metropolitan area-based small to medium-sized businesses, professionals and individual customers. In addition to banking during normal business hours, the Company offers extended drive-in hours, automated teller machines (ATMs) and banking by telephone, mail and Internet. The Company also provides debit card services, cash management services and wire transfer services, and offers night depository, direct deposits, cashier’s checks, letters of credit and mobile deposits. It also offers safe deposit boxes, automated teller machines, drive-in services and round the clock depository facilities. The Company maintains an Internet banking Website that allows customers to obtain account balances and transfer funds among accounts.

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