Item 5. Other Information
Item 5. Other Information
On August 12, 2021, Red River Bank entered into an Amended and Restated Employment Agreement (“Restated Employment Agreement”) with R. Blake Chatelain regarding his service as its President and Chief Executive Officer. The Restated Employment Agreement replaces the employment agreement with Mr. Chatelain dated April 1, 2014 (the “Original Agreement”). The Restated Employment Agreement automatically extends on a day-to-day basis for an “evergreen” three-year term, unless terminated earlier in accordance with the terms of the Restated Employment Agreement. Similar to the Original Agreement, the Restated Employment Agreement provides for a minimum annual increase in base salary of 3.0%, participation in benefit plans and incentive bonus plans offered by Red River Bank, paid vacation, a vehicle allowance, social and civic club memberships, and health insurance. If Mr. Chatelain’s employment is terminated by Red River Bank without cause (as defined in the Restated Employment Agreement) or if Mr. Chatelain resigns for good reason (as defined in the Restated Employment Agreement), he will be entitled to certain severance benefits, including (1) a payment equal to (a) his then-current base salary multiplied by three; plus (b) his average annual discretionary bonus received over the prior three years, multiplied by two; and (2) payment of COBRA premiums for the COBRA continuation period (as defined in the Restated Employment Agreement). If Mr. Chatelain’s employment is terminated without cause or if he resigns for good reason within six months prior to or 24 months after a change in control event (as defined in the Restated Employment Agreement), his severance payment will be equal to (1) his base salary multiplied by three; plus (2) his average annual discretionary bonus received over the past three years, multiplied by three.
On August 12, 2021, Red River Bank entered into an Amended and Restated Change in Control Agreement (“Restated Change in Control Agreement”) with each of Tammi R. Salazar and Isabel V. Carriere (the “Executives”). The Restated Change in Control Agreements replace the Change in Control Agreements entered into on January 14, 2014, with each Executive, and provide severance benefits if, within three months prior to or 24 months after a change in control event (as defined in the Restated Change in Control Agreement), (a) the Executive’s employment is involuntarily terminated, other than for cause (as defined in the Restated Change in Control Agreement), or (b) the Executive terminates her employment for good reason (as defined in the Restated Change in Control Agreement). Under the Restated Change in Control Agreements, upon a qualifying termination each Executive would be entitled to receive (1) a lump sum payment equal to (a) her then-current base salary multiplied by two; plus (b) the average annual discretionary bonus received by each executive over the prior three years, multiplied by two, and (2) payment of COBRA premiums for the COBRA continuation period (as defined in the Restated Change in Control Agreement).
Neither the Restated Employment Agreement nor the Restated Change in Control Agreements provide excise tax gross-up protections. Rather, if any payments and benefits (1) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1984, as amended ("the Code") and (2) would otherwise be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be reduced to the extent necessary so that no portion is subject to such excise tax, but only if the net amount of such payments and benefits, as so reduced, is greater than or equal to the net amount of such payments and benefits without such reduction.
The foregoing descriptions of the Restated Employment Agreement and the Restated Change in Control Agreements do not purport to be complete and are qualified in their entirety by the full text of the Restated Employment Agreement and the Restated Change in Control Agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Quarterly Report on Form 10-Q and incorporated by reference herein.
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Item 6. Exhibits
NUMBER DESCRIPTION
3.1 Restated Articles of Incorporation of Red River Bancshares, Inc. (incorporated by reference to Exhibit 3.1 to Red River Bancshares, Inc.'s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798)
3.2 Red River Bancshares, Inc. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Red River Bancshares, Inc.'s Current Report on Form 8-K filed with the SEC on March 1, 2021, file number 001-38888)
10.1 Amended and Restated Employment Agreement dated August 12, 2021, between Red River Bank and R. Blake Chatelain *+
10.2 Form of Amended and Restated Change in Control Agreement dated August 12, 2021, between Red River Bank and each of Isabel V. Carriere and Tammi R. Salazar *+
10.3 Composite Form of Supplemental Executive Retirement Benefits Agreement dated October 1, 2004, between Red River Bank and each of Isabel V. Carriere, Andrew B. Cutrer, and Debbie B. Triche *+#
10.4 Form of Amendment No. 1 to Supplemental Executive Retirement Benefits Agreement dated December 30, 2008 , between Red River Bank and each of Isabel V. Carriere, Andrew B. Cutrer, and Debbie B. Triche *+
10.5 Composite Form of Amendment No. 2 to Supplemental Executive Retirement Benefits Agreement dated October 1, 2016 , between Red River Bank and each of Isabel V. Carriere, Andrew B. Cutrer, and Debbie B. Triche *+#
10.6 Composite Form of Endorsement Method Split-Dollar Agreement dated October 1, 2004 , between Red River Bank and each of Isabel V. Carriere, Andrew B. Cutrer, and Debbie T. Triche *+#
10.7 Form of [Supplemental] Split-Dollar Agreement dated July 1, 2021 , between Red River Bank and each of Amanda W. Barnett, Andrew B. Cutrer, G. Bridges Hall , IV, David K. Thompson, and Debbie B. Triche *+#
10.8 Supplemental Split-Dollar Agreement between Red River Bank and R. Blake Chatelain (incorporated by reference to Exhibit 10.1 to Red River Bancshares, Inc.'s Current Report on Form 8-K filed with the SEC on July 9, 2021, file number 001-38888) +#
10.9 Supplemental Split-Dollar Agreement between Red River Bank and Bryon C. Salazar (incorporated by reference to Exhibit 10.2 to Red River Bancshares, Inc.'s Current Report on Form 8-K filed with the SEC on July 9, 2021, file number 001-38888) +#
10.10 Supplemental Split-Dollar Agreement between Red River Bank and Tammi R. Salazar (incorporated by reference to Exhibit 10.3 to Red River Bancshares, Inc.'s Current Report on Form 8-K filed with the SEC on July 9, 2021, file number 001-38888) +#
10.11 Supplemental Split-Dollar Agreement between Red River Bank and Isabel V. Carriere (incorporated by reference to Exhibit 10.4 to Red River Bancshares, Inc.'s Current Report on 8-K filed with the SEC on July 9, 2021, file number 001-38888) +#
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
101 The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, is formatted in Inline Extensible Business Reporting Language (XBRL): (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Income, (iii) the Unaudited Consolidated Statements of Comprehensive Income, (iv) the Unaudited Consolidated Statements of Changes in Stockholders' Equity, (v) the Unaudited Consolidated Statements of Cash Flows, and (vi) the Notes to Unaudited Consolidated Financial Statements.
101.INS Inline XBRL Instance Document* - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104 Cover Page Interactive Data File* - Formatted as Inline XBRL and contained within the Inline XBRL Instance Document in Exhibit 101.
* Filed herewith
** These exhibits are furnished herewith and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
+ Indicates a management contract or compensatory plan.
# Certain exhibits to the Agreements have been omitted pursuant to Item 601(b)(5) of Regulation S-K. We will furnish the omitted exhibits to the Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
RED RIVER BANCSHARES, INC.
Date: August 13, 2021 By: /s/ R. Blake Chatelain
R. Blake Chatelain
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 13, 2021 By: /s/ Isabel V. Carriere
Isabel V. Carriere, CPA, CGMA
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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