Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The SERP benefits certain key senior management and highly compensated employees
of the Company who are selected by the Compensation Committee of the Board (the
"Compensation Committee") to participate, including, currently, each of our
named executive officers. The SERP is intended to provide a benefit from the
Company at or commencing upon retirement, death, disability, voluntary or
involuntary termination of services (other than "for cause"), or other
distribution date selected by the participant (as applicable, the "Distribution
Date"), subject to the requirements of Section 409A of the Internal Revenue
Code. Under the SERP, the Company may, but is not required to, make
discretionary contributions to a participant's account from time to time. The
discretionary Company contributions may be fully vested or subject to vesting
conditions imposed by the Compensation Committee; provided, however, that all
unvested amounts credited to a participant's account will become fully vested
upon the participant's death or disability or upon the occurrence of a change of
control (as defined in the SERP). Contributions to the SERP on behalf of a
participant are credited with earnings and losses based on the participant's
investment elections. The investment options under the SERP are currently the
same as those offered under the Company's 401(k) Profit Sharing and
The amended and restated SERP includes amendments that permit, among other, things eligible participants in the SERP to defer receipt of up to 25% of their base salary and up to all of a participant's bonus and settlement of restricted stock units pursuant to the terms of the SERP. Prior to the amendment and restatement of the SERP, participants only received discretionary Company contributions under the SERP.
The foregoing description of the SERP is qualified in its entirety by reference to the complete text of the SERP. A copy of the SERP is attached as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following are exhibits to this Current Report on Form 8-K:
Exhibit Number Description of Exhibit 10.1First Financial Bankshares, Inc. Supplemental Executive Retirement Plan, as amended and restated effectiveJanuary 1, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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