Item 5. Other Information
Item 5 — Other Information
Rule 10b5-1 Trading Arrangements
(a) TriCo Bancshares (the “Company”) adopted a form of Restricted Stock Unit Award Agreement (the “RSU Agreement”) and a form of Performance Award Agreement (the “PSU Agreement”) to be used to document grants of awards to executives made under the 2019 Equity Incentive Plan (the “Plan”) during 2024. The agreements were signed by the executives on November 6, 2024.
The RSU Agreement provides that awards of restricted stock units (“RSUs”) vest in three equal annual installments. RSUs vest automatically upon a recipient’s employment termination due to death or disability.
The PSU Agreement provides that performance stock units (“PSUs”) vest in a single tranche three years after the grant date. The number of PSUs earned upon vesting depends on the total shareholder return for the Company’s common stock relative to the KBW Nasdaq Regional Banking Index over a three-year performance period beginning on the date of grant. The actual number of shares earned on vesting ranges from 0% to 150% of the target number granted, depending on the performance of the Company’s common stock compared to the index over the performance period. Upon a recipient’s employment termination due to death or disability, the final day of the performance period will be adjusted to be the executive’s termination date and a pro rata portion of the PSUs will vest based on the portion of the original three-year performance period elapsed. In the event of a change of control, the performance period will be adjusted to end the day immediately prior to the change of control and a pro rata portion of the PSUs will vest based on the portion of the original three-year performance period elapsed, provided that if the recipient is terminated within 12 months of the date of the change of control, the recipient shall instead be entitled to 100% of the number of PSU determined as of the end of the adjusted performance period.
The RSU Agreement and PSU Agreement further provide that if an executive recipient having at least six full years of service with the Company retires from employment at age 62 or greater, a percentage of the outstanding and unvested equity awards granted by the Company pursuant to these agreements will continue to vest following retirement, subject to certain conditions, including that (1) the participant provides at least 9 months written notice of their intent to retire, (2) the Company determines that the continued vesting is appropriate, based on the recipient’s performance and (3) the recipient executes of a release of claims in favor of the Company. The percentage of the awards entitled to post-retirement vesting is based on the number of full years of service with the Company that participant has completed at retirement and ranges from 20% (with six full years of service) to 100% (with 10 or more full years of service),
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provided that if the Company’s pre-tax, pre-provision income is negative for any of the four quarters immediately preceding the participant’s retirement, the number of awards entitled to post-retirement vesting will be reduced by 25%.
This summary of the RSU Agreement and the PSU Agreement does not purport to be complete and is qualified in its entirety by reference to the forms such agreements filed as exhibits to this report. Form of these agreements are included as exhibits 10.2 and 10.4 to this Form 10-Q.
(b) N/A
(c) During the three and nine months ended September 30, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in item 408 of Regulation S-K) for the purchase or sale of the Company's common stock.
Item 6 – Exhibits
EXHIBIT INDEX
Exhibit
No. Exhibit
10.1
Form of Restricted Stock Unit Agreement and Grant Notice for Non-Executives pursuant to TriCo’s 2019 Equity Incentive Plan
10.2
Form of Restricted Stock Unit Agreement and Grant Notice for Executives pursuant to TriCo’s 2019 Equity Incentive Plan
10.3
Form of Performance Award Agreement and Grant Notice for Non-Executives pursuant to TriCo’s 2019 Equity Incentive Plan
10.4
Form of Performance Award Agreement and Grant Notice for Executives pursuant to TriCo’s 2019 Equity Incentive Plan
31.1
Rule 13a-14(a)/15d-14(a) Certification of CEO
31.2
Rule 13a-14(a)/15d-14(a) Certification of CFO
32.1
Section 1350 Certification of CEO
32.2
Section 1350 Certification of CFO
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
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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 hereunto duly authorized.
TRICO BANCSHARES
(Registrant)
Date: November 7, 2024 /s/ Peter G. Wiese
Peter G. Wiese
Executive Vice President and Chief Financial Officer
(Duly authorized officer and principal financial and chief accounting officer)
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