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 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain
Officers
On March 16, 2017 the Board of Directors approved and adopted the
Companys 2017 Stock Incentive Plan (the 2017 Plan), effective May
24, 2017, subject to the approval of the Companys shareholders.
The 2017 Plan provides for the issuance of both incentive and
nonqualified stock options to salaried officers and employees,
and of nonqualified stock options to non-employee directors and
consultants, of the Company and its subsidiaries. The 2017 Plan
also provides for the issuance of restricted stock awards and
cash performance awards to these same classes of eligible
participants, which awards may be granted on such terms and
conditions as are established by the Board of Directors or the
Compensation Committee in its discretion. The maximum number of
shares to be issued under the 2017 Plan is 850,000 shares of the
Companys authorized but unissued common stock, subject to
adjustment for stock splits and dividends. This maximum number
covers both restricted stock awards and stock options to be
granted under the 2017 Plan, and is in addition to options
covering 515,060 shares outstanding under the Companys 2007 Stock
Option Plan (2007 Plan) at March 16, 2017. The 2007 Plan expired
on March 15, 2017 and Company can no longer grant options under
that plan, but the options previously granted and still
outstanding under the 2007 Plan were not affected by the adoption
of the new 2017 Plan.
All options under the 2017 Plan must be granted at an exercise
price of not less than 100% of the fair market value, i.e., the
closing market price of the Companys stock, on the date of grant.
Options are for terms of not more than ten years, and will be
exercisable in installments as determined by the Board or the
Compensation Committee, with a minimum vesting period of one year
from the date of grant. In the event of a Change in Control as
defined in the 2017 Plan, all outstanding options thereunder
shall become exercisable in full (subject to certain notification
requirements), and shall terminate if not exercised within a
specified period of time, unless such options are assumed by the
successor corporation or substitute options are granted. Options
will terminate in the event an optionee ceases to be employed by
or to serve as a director of the Company or its subsidiaries, and
the vested portion thereof must be exercised within 90 days after
such cessation of employment or service for Incentive Stock
Options, or within one year after such cessation of employment or
service for non-qualified stock options. The 2017 Plan limits
awards to any participant who is subject to Section 162(m) of the
Internal Revenue Code in any single calendar year to no more than
100,000 shares, subject to adjustment to reflect stock splits and
dividends. The 2017 Plan may be amended or terminated by the
Board of Directors with the exception of specified amendments
that require the approval of shareholders, such as reducing the
minimum exercise price or increasing the number of shares subject
to the 2017 Plan.
The above summary is qualified in its entirety by reference to
the 2017 Plan, a copy of which is attached as Exhibit 10.1 to
this Form 8-K and incorporated herein by reference. A complete
description of all material terms of the 2017 Plan will also be
included in the Companys proxy statement relating to the 2017
Annual Meeting of Shareholders, at which shareholder approval of
the 2017 Plan will be solicited.
Item 9.01 Financial Statements and
Exhibits
(d)Exhibits
| Exhibit Number | Description | |
| 10.1 | Sierra Bancorp 2017 Stock Incentive Plan |
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. SIERRA BANCORP (NASDAQ:BSRR) Recent Trading Information
SIERRA BANCORP (NASDAQ:BSRR) closed its last trading session down -0.01 at 27.46 with 68,996 shares trading hands.