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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-03-01 · 64 added, 50 removed, 72 unchanged (61% of the section changed)

5 unchanged sentences

Management’s report on internal control over financial reporting is set forth on page 104 of this report and is incorporated herein by reference.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, has been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in its report, which is set forth on pages 102 and 103 of this report and is incorporated herein by reference.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, has been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in its report, which is set forth on pages 105 - 107 of this report and is incorporated herein by reference.

3 unchanged sentences

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

107 TriCo Bancshares 2022 10-K

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

1 unchanged sentence

EXECUTIVE COMPENSATION

Equity Compensation Plans

The following table shows shares reserved for issuance for outstanding options, stock appreciation rights and warrants granted under our equity compensation plans as of December 31, 2022.

All of our equity compensation plans have been approved by shareholders.

Plan category (a) Number of securities to

be issued upon exercise

of outstanding options,

options, warrants and rights (b) Weighted average

exercise price of

outstanding options,

warrants and rights (c) Number of securities remaining available

for issuance under future equity compensation plans

(excluding securities reflected in column (a))

Equity compensation plans not approved by shareholders — $ — —

Equity compensation plans approved by shareholders 15,500 $ 21.27 708,625

Total 15,500 $ 21.27 708,625

The information required by this Item 11 shall either be incorporated herein by reference from the Company’s Proxy Statement for the 2023 annual meeting of shareholders, which will be filed with the Commission pursuant to Regulation 14A or included in an amendment to this Form 10-K.

5 unchanged sentences

The information required by this Item 14 shall either be incorporated herein by reference from the Company’s Proxy Statement for the 2023 annual meeting of shareholders, which will be filed with the Commission pursuant to Regulation 14A or included in an amendment to this Form 10-K.

108 TriCo Bancshares 2022 10-K

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

6 unchanged sentences

(b) Exhibits filed:

See Exhibit Index under Item 15(a)(3) above for the list of exhibits required to be filed by Item 601 of regulation S-K with this report.

See Item 15(a)(2) above.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) 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.

March 1, 2022 TRICO BANCSHARES

/s/ Richard P.

Smith, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

March 1, 2022 /s/ Richard P.

Smith, Chairman of the Board, President, Chief Executive

Officer and Director (Principal Executive Officer)

March 1, 2022 /s/ Peter G.

Wiese, Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

March 1, 2022 /s/ Donald J.

Amaral, Director

March 1, 2022 /s/ Craig S.

Compton, Director

March 1, 2022 /s/ L.

Gage Chrysler

Gage Chrysler, Director

March 1, 2022 /s/ Kirsten E.

Garen, Director

March 1, 2022 /s/ Cory W.

Giese, Independent Lead Director

March 1, 2022 /s/ John S.A.

Hasbrook, Director

March 1, 2022 /s/ Margaret L.

Kane, Director

March 1, 2022 /s/ Michael W.

Koehnen, Director

March 1, 2022 /s/ Martin A.

Mariani, Director

March 1, 2022 /s/ Thomas C.

McGraw, Director

March 1, 2022 /s/ Kimberley H.

Vogel, Director

March 1, 2022 /s/ Jon Y.

Nakamura, Director

EXHIBIT INDEX

Agreement and Plan of Merger and Reorganization, dated as of January 21, 2014 by and between TriCo Bancshares and North Valley Bancorp (incorporated by reference to Exhibit 2.1 to TriCo’s Current Report on Form 8-K filed on January 21, 2014).

6 unchanged sentences

TriCo Bancshares securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

Form of Change of Control Agreement among TriCo, Tri Counties Bank and each of Dan Bailey, Craig Carney, John Fleshood, and Peter Wiese (incorporated by reference to Exhibit 10.2 to TriCo’s Current Report on Form 8-K filed on April 14, 2021).

Form of Change of Control Agreement among TriCo, Tri Counties Bank and each of Dan Bailey, Craig Carney, John Fleshood, Peter Wiese and other executives (incorporated by reference to Exhibit 10.2 to TriCo’s Current Report on Form 8-K filed on April 14, 2021).

TriCo’s 2009 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to TriCo’s Current Report on Form 8-K filed April 3, 2013).

3 unchanged sentences

2005 Tri Counties Bank Deferred Compensation Plan for Executives and Directors effective January 1, 2005 (incorporated by reference to Exhibit 10.11 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005).

The Restated 2005 Tri Counties Bank Deferred Compensation Plan for Executives and Directors (Effective January 1, 2021).

Tri Counties Bank Supplemental Retirement Plan for Directors dated September 1, 1987, as restated January 1, 2001, and amended and restated January 1, 2004 (incorporated by reference to Exhibit 10.12 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).

2 unchanged sentences

2004 TriCo Bancshares Supplemental Executive Retirement Plan effective January 1, 2004 (incorporated by reference to Exhibit 10.15 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).

Form of Joint Beneficiary Agreement effective March 31, 2003 between Tri Counties Bank and each of George Barstow, Dan Bay, Ron Bee, Craig Carney, Robert Elmore, Greg Gill, Richard Miller, Richard O’Sullivan, Thomas Reddish, Jerald Sax, and Richard Smith (incorporated by reference to Exhibit 10.14 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

Form of Joint Beneficiary Agreement effective March 31, 2003 between Tri Counties Bank and each of Don Amaral, William Casey, Craig Compton, John Hasbrook, Michael Koehnen, Donald Murphy, Carroll Taresh, and Alex Vereschagin (incorporated by reference to Exhibit 10.15 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

Form of Joint Beneficiary Agreement effective March 31, 2003 between Tri Counties Bank and each of Craig Carney and Richard Smith (incorporated by reference to Exhibit 10.14 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

109 TriCo Bancshares 2022 10-K

Form of Joint Beneficiary Agreement effective March 31, 2003 between Tri Counties Bank and each of Don Amaral, Craig Compton, John Hasbrook, and Michael Koehnen (incorporated by reference to Exhibit 10.15 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

Form of Tri Counties Bank Executive Long Term Care Agreement effective June 10, 2003 between Tri Counties Bank and Craig Carney (incorporated by reference to Exhibit 10.16 to TriCo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).

1 unchanged sentence

Form of Indemnification Agreement between TriCo and its directors and executive officers (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form 8-K filed September 10, 2013).

Form of Indemnification Agreement between Tri Counties Bank and its directors and executive officers

Form of Stock Option, Stock Appreciation Right, Restricted Stock Unit Award, and Performance Share Award Agreements, and Notice of Grant of Stock Option pursuant to TriCo’s 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to TriCo’s Annual Report on Form 10-K for the year ended December 31, 2017).

Form of Restricted Stock Unit Agreement and Grant Notice for Non-Employee Executives pursuant to TriCo’s 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form 8-K filed November 14, 2014).

Form of Restricted Stock Unit Agreement and Grant Notice for Directors pursuant to TriCo’s 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form 8-K filed November 14, 2014).

Form of Restricted Stock Unit Agreement and Grant Notice for Executives pursuant to TriCo’s 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form 8-K filed November 14, 2014).

Form of Restricted Stock Unit Agreement and Grant Notice for Non-Employee Directors pursuant to TriCo’s 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form 8-K filed November 14, 2014).

Form of Performance Award Agreement and Grant Notice pursuant to TriCo’s 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to TriCo’s Current Report on Form 8-K filed August 13, 2014).

John Fleshood Offer Letter dated November 3, 2016 (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form 8-K filed on November 30, 2016).

Amendment to John Fleshood Offer Letter dated December 19, 2016 (incorporated by reference to Exhibit 10.1 to TriCo’s Current Report on Form 8-K filed on November 30, 2016).

Peter Wiese Offer Letter dated August 9, 2018 (incorporated by reference to Exhibit 10.1 to TriCo’s current report on Form 8-K filed on August 9, 2018).

TriCo's 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to TriCo's Annual Report on Form 10-K filed on March 2, 2019).

2 unchanged sentences

Form of Performance Award Agreement and Grant Notice pursuant to TriCo's 2019 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 of TriCo's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

Form of Restricted Stock Unit Agreement and Grant Notice for Executives pursuant to TriCo's 2019 Equity Incentive Plan.

Form of Performance Award and Grant Notice for Executives pursuant to TriCo's 2019 Equity Incentive Plan.

List of Subsidiaries

15 unchanged sentences

Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

See Item 15(a)(2) above.

FORM 10-K SUMMARY

110 TriCo Bancshares 2022 10-K

March 1, 2023 TRICO BANCSHARES

/s/ Richard P.

Smith, President and Chief Executive Officer

March 1, 2023 /s/ Richard P.

Smith, Chairman of the Board, President, Chief Executive

Officer and Director (Principal Executive Officer)

March 1, 2023 /s/ Peter G.

Wiese, Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

March 1, 2023 /s/ Kirsten E.

Garen, Director

March 1, 2023 /s/ Cory W.

Giese, Independent Lead Director

March 1, 2023 /s/ John S.A.

Hasbrook, Director

March 1, 2023 /s/ Margaret L.

Kane, Director

March 1, 2023 /s/ Michael W.

Koehnen, Director

March 1, 2023 /s/ Anthony L.

Leggio, Director

March 1, 2023 /s/ Martin A.

Mariani, Director

March 1, 2023 /s/ Thomas C.

McGraw, Director

March 1, 2023 /s/ Kimberley H.

Vogel, Director

March 1, 2023 /s/ Jon Y.

Nakamura, Director

111 TriCo Bancshares 2022 10-K

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.

What changed 10-K

Item 9A. Controls and Procedures