SIERRA BANCORP (NASDAQ:BSRR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SIERRA BANCORP (NASDAQ:BSRR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On December 27, 2018, Sierra Bancorp and its wholly-owned subsidiary, Bank of the Sierra (collectively, the “Company”), entered into an employment agreement with each of the executive officers of the Company:Kevin McPhaill, Chief Executive Officer; Kenneth Taylor, Chief Financial Officer; James Gardunio, Chief Credit Officer; and, Michael Olague, Chief Banking Officer.The agreements commence on January 1, 2019 and have initial terms of three years, with evergreen renewals for one-year terms subsequent to the initial term unless either the executive or the Company provides notification of non-renewal to the other party at least six months in advance of the renewal date.The agreements specify minimum annual base salaries of $525,000 for Mr. McPhaill, $360,000 for Messrs. Taylor and Gardunio, and $330,000 for Mr. Olague, as well as annual discretionary bonuses of up to 75% of annual base salary for Mr. McPhaill and 50% of annual base salary for Messrs. Taylor, Gardunio, and Olague.The agreements also note the basic terms and conditions of other benefits, delineate permitted outside activities, and provide indemnification for the executives for certain circumstances.Each agreement also includes noncompetition, non-solicitation and nondisclosure conditions applicable to the executives.See exhibits 99.1 through 99.4 for more detailed information.

The employment agreements automatically terminate in certain circumstances, including the following:the death or incapacity of the executive; termination of the executive’s employment for cause; or, a change in control of Sierra Bancorp.There is no further obligation on the part of the Company to make any payments or provide any benefits to an agreement in the event of an automatic termination, except in the case of a change in control of the Company.In the event of a change in control, the agreements specify that the executive shall receive a cash payment in an amount equal to the executive’s annualized base salary that is in effect during the year the termination occurs, plus his maximum bonus potential for the year.The executive shall also receive a continuation of group health, vision and dental insurance coverages and reimbursement for 50% of the cost of insurance for executive’s dependents, for a period of 12 months from the date of termination.

Furthermore, the agreements stipulate that the Company may terminate the employment of the named executive officer with 30 days prior written notice to the executive, and the executive may terminate his agreement and his employment with the Company at any time with 90 days prior written notice to the Company.If the Company initiates termination of employment for a reason other than one which constitutes an automatic termination, the agreements specify that the executive shall receive a cash payment in an amount equal to the executive’s annualized base salary during the year the termination occurs.The executive shall also receive a continuation of group health, vision and dental insurance coverages and reimbursement for 50% of the cost of insurance for executive’s dependents, for a period of 12 months from the date of termination.

An executive’s receipt of severance benefits of any kind to his employment agreement is conditioned upon his execution of the full and complete release of any and all claims against Sierra Bancorp and Bank of the Sierra and their respective affiliates, directors, officers, employees, agents, attorneys, insurers, and successors in interest, arising from or in any way related to executive’s employment or termination of executive’s employment.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.The information required to be furnished to this item is set forth in the Exhibit Index which appears below, immediately before the .

EXHIBIT INDEX

Exhibit No.

Description

99.1

Employment Agreement by and between Sierra Bancorp, Bank of the Sierra and Kevin McPhaill, dated December 27, 2018

99.2

Employment Agreement by and between Sierra Bancorp, Bank of the Sierra and Kenneth Taylor, dated December 27, 2018

99.3

Employment Agreement by and between Sierra Bancorp, Bank of the Sierra and James Gardunio, dated December 27, 2018

99.4

Employment Agreement by and between Sierra Bancorp, Bank of the Sierra and Michael Olague, dated December 27, 2018

SIERRA BANCORP Exhibit
EX-99.1 2 bsrr-ex991_6.htm EX-99.1 bsrr-ex991_6.htm Exhibit 99.1   EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into on December 27,…
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About SIERRA BANCORP (NASDAQ:BSRR)

Sierra Bancorp is a bank holding company for Bank of the Sierra (the Bank). The Bank is a state-chartered bank, which offers a range of retail and commercial banking services. The Bank’s products and services are related to the business of lending money and accepting deposits. The Bank operates approximately 30 branch offices, an online branch, a real estate industries group, an agricultural credit division, a Small Business Administration (SBA) lending unit and a loan production office. Its Internet branch provides the ability to open deposit accounts online; an online banking option with bill-pay and mobile banking capabilities, including mobile check deposit; a customer service center that is accessible by toll-free telephone during business hours, and an automated telephone banking system. It offers a range of other banking products and services, including remote deposit capture and automated payroll services for business customers.

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