FIRST FINANCIAL BANKSHARES, INC. (NASDAQ:FFIN) 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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On June29, 2018, First Financial Bankshares, Inc. (the “Company”) renewed, effective July1, 2018, its Executive Recognition Agreement (each, an “Agreement”) with each of the named executive officers of the Company (each, an “Employee”):

A copy of the form of Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference, and the following summary of the Agreement is qualified entirely by reference to the text of the Agreement.

Each Employee’s prior Executive Recognition Agreement expired on July1, 2018, and was renewed with the Agreement.

The term of the Agreement commences on July1, 2018, and continues until the earliest to occur of (a)the Employee’s death, disability or retirement, (b)the termination of the Employee’s employment with the Company prior to a “change in control” (as defined in the Agreement) of the Company, or (c)July1, 2020. to the Agreement, if a change in control of the Company occurs during the term of the Agreement, the Agreement shall continue in effect for a period of two years from the date of any such change in control of the Company; and further, if a second change in control occurs within a period of two years from the date of the first change in control, the Agreement shall continue in effect for a period of two years from the date of the second change in control of the Company. If any benefit accrues and remains unpaid at the time the Agreement would otherwise have terminated, the Agreement will remain in effect until such benefit is paid in full solely for the purpose of permitting the Employee to enforce the full payment of such benefit.

The Agreement provides that if a change in control of the Company occurs, the Employee shall be entitled to benefits (described below) upon the subsequent termination of the Employee’s employment during the term of the Agreement, unless such termination is (a)because of the Employee’s death, disability or retirement, (b)by the Company “for cause” (as defined in the Agreement), or (c)by the Employee other than for “good reason” (as defined in the Agreement).

The Agreement also provides that if, within twenty-four months following a change in control of the Company, the Company terminates the Employee for any reason other than for cause, death, disability or retirement, or the Employee terminates his employment for good reason, then the Company shall pay or provide to the Employee, no later than the 15th day of the third month following the Employee’s date of termination, without regard to any contrary provisions of any applicable employee benefit plan, the following: (a)two-hundred-eight percent (208%) of the Employee’s annual base salary payable by the Company immediately preceding the Date of Termination; and (b)a lump sum payment of Employee’s accrued vacation pay.

Notwithstanding the foregoing, if an Employee is a “key employee” within the meaning of Section416(i) of the Internal Revenue Code of 1986, as amended, and the Employee has the right to receive a distribution as a result thereof, then the distribution to such key Employee upon termination of employment shall not commence earlier than six months following the date of termination.

Provisions related to the reduction of payments to the Agreement if any of the payments provided for in the Agreement would constitute a “parachute payment” (as defined in Internal Revenue Code Section280G(b)(2)) have been modified from prior Executive Recognition Agreements. Under the Agreement, if any payments or benefits to the Employee would constitute a “parachute payment” and would be subject to excise tax, then a calculation shall be made comparing (i)the net benefit to the Employee after payment of such excise tax to (ii)the net benefit to the Employee if payments are limited to the extent necessary to avoid being subject to the excise tax. Only if the amount calculated under (i)above is less than the amount under (ii)above will the payments be reduced to the minimum extent necessary to ensure that no portion of the payment to the Employee is subject to the excise tax. As of the date of this report, based on projected parachute payment amounts, no Employee would incur an excise tax and all parachute payments per the “net benefit” calculation would be fully deductible by the Company.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following exhibit is filed as part of this report:

FIRST FINANCIAL BANKSHARES INC Exhibit
EX-10.1 2 d832628dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTIVE RECOGNITION AGREEMENT THIS EXECUTIVE RECOGNITION AGREEMENT (this “Agreement”) between FIRST FINANCIAL BANKSHARES,…
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About FIRST FINANCIAL BANKSHARES, INC. (NASDAQ:FFIN)

First Financial Bankshares, Inc. is a financial holding company. Through its subsidiaries, the Company conducts commercial banking business. It provides commercial banking services, which include accepting and holding checking, savings and time deposits, making loans, automated teller machines, drive-in and night deposit services, safe deposit facilities, remote deposit capture, Internet banking, mobile banking, payroll cards, transmitting funds and other customary commercial banking services. It also conducts trust activities through First Financial Trust & Asset Management Company, National Association, its trust company. Through its trust company, it offers personal trust services, which include the administration of estates, testamentary trusts, revocable and irrevocable trusts and agency accounts. In addition, it provides securities brokerage services through a third-party in its Abilene, San Angelo, Cleburne, Stephenville, Eastland and Weatherford banking regions.