OTHER INFORMATION
−Removed: On August 3, 2022, the Company entered into its standard form of indemnification agreement for directors and senior officers with its two new directors, Ermina Karim and Michele Gil (the “Indemnitees”).
−Removed: The form indemnification agreement provides that the Indemnitees are entitled to indemnification from the Company for expenses, judgments, fines, penalties or amounts paid in settlement incurred in a proceeding against the Indemnitee by reason of their service as an officer or director of the Company, but only if the Indemnitee acted in good faith and in a manner reasonably believed to be in the best interests of the Company, and with respect to any criminal proceeding they had no reasonable cause to believe their conduct was unlawful;
−Removed: that the obligation for indemnification continues so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that Indemnitee served in any capacity referred to in the Indemnification Agreement;
−Removed: and that Indemnification is limited in certain situations as when required by law.
−Removed: Indemnitees are entitled as well to any broader indemnification protections provided by law or subsequently adopted through amended bylaws.
−Removed: The foregoing summary of the terms of the Indemnification Agreements is qualified in its entirety by reference to the complete text of the Indemnification Agreement, and the form of such Indemnification Agreements is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 29, 2021 and incorporated herein by reference.
+Added: Not applicable
Restated Articles of Incorporation of Sierra Bancorp (1)
2 unchanged sentences
3.25% Fixed to Floating Subordinated Debt issued September 24, 2021 (4)
+Added: Salary Continuation Agreement for James C.
+Added: Split Dollar Agreement and Amendment thereto for James C.
Director Retirement and Split dollar Agreements Effective October 1, 2002, for Albert Berra , Morris Tharp , and Gordon Woods (6)*
21 unchanged sentences
Form Indemnification Agreement dated as of January 28, 2021 for Directors and Executive Officers (18)*
+Added: Split Dollar Master Agreement and Election Form Effective October 1, 2002, for Kevin McPhaill *
Certification of Chief Executive Officer (Section 302 Certification)
12 unchanged sentences
(4) Filed as an Exhibit to the Form 8-K filed with the SEC on September 24, 2021 and incorporated herein by reference.
+Added: (5) Filed as Exhibit 10.7 to the Form 10-Q filed with the SEC on May 15, 2003 and incorporated herein by reference.
(6) Filed as Exhibits 10.12, 10.18 through 10.20, and 10.22 to the Form 10-K filed with the SEC on March 15, 2006 and incorporated herein by reference.
13 unchanged sentences
Pursuant to the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:
−Removed: August 4, 2022
+Added: November 3, 2022
SIERRA BANCORP
1 unchanged sentence
(Principal Executive Officer)
−Removed: August 4, 2022
+Added: November 3, 2022
/s/ Christopher G.
2 unchanged sentences
Chief Financial Officer
−Removed: August 4, 2022
+Added: November 3, 2022
SIERRA BANCORP
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.