UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 1, 2010
FIRST FINANCIAL BANKSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
| |
|
|
|
|
|
Texas
(State or other Jurisdiction
of Incorporation)
|
|
0-7674
(Commission File No.)
|
|
75-0944023
(IRS Employer
Identification No.) |
400 Pine Street, Abilene, Texas 79601
(Address of Principal Executive Offices and Zip Code)
Registrant’s Telephone Number (325) 627-7155
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
|
|
|
| o |
|
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 203.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13 e-4 (c))
|
|
|
|
| ITEM 5.02 |
|
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers |
On July 1, 2010, First Financial Bankshares, Inc. (the “Company”) renewed its Executive
Recognition Agreement (each, an “Agreement”) with each of the named executive officers of the
Company (each, an “Employee”):
| |
|
|
| Name |
|
Title |
F. Scott Dueser
|
|
President & CEO |
J. Bruce Hildebrand
|
|
Executive Vice President & CFO |
Gary L. Webb
|
|
Executive Vice President, Operations |
Gary S. Gragg
|
|
Executive Vice President, Lending |
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 July 1, 2010, and was renewed
with the Agreement.
The term of the Agreement commences on July 1, 2010, 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) July 1, 2012. The foregoing notwithstanding, 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
Section 416(i) of the Internal Revenue Code of 1986, as amended, and he terminates employment with
the Company for good reason, then the distribution to such key employee upon termination of
employment shall not commence earlier than six months following the date of termination.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed as part of this report:
|
|
|
| 10.1 |
|
Form of Executive Recognition Agreement, dated July 1, 2010. |