UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 19, 2021
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HBT FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-39085 | | 37-1117216 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
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401 North Hershey Road Bloomington, Illinois | | | | 61704 |
(Address of principal executive offices) | | | | (Zip Code) |
(888) 897-2276
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | HBT | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ⌧ | |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻ | |
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated Employment Agreements
On February 19, 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of HBT Financial, Inc. (the “Company”) approved amended and restated employment agreements (the “Amended and Restated Employment Agreements”) for the Company’s executive officers, including each of the named executive officers: Fred. L. Drake, the Company’s Chairman and Chief Executive Officer, J. Lance Carter, the Company’s President and Chief Operating Officer, and Patrick F. Busch, the Company’s Executive Vice President and Chief Lending Officer (each an “NEO” and collectively, the “NEOs”). The Amended and Restated Employment Agreements amend and restate the employments agreements entered into with each of the NEOs on October 1, 2019.
The Amended and Restated Employment Agreements extend the initial term of the employment agreements from December 31, 2022 to December 31, 2023, with automatic one-year renewals beginning at the end of the initial term as so extended, unless either party chooses not to renew. The initial annual base salaries under the Amended and Restated Employment Agreements, which are reviewed annually for adjustment by the Board, are $575,700 for Mr. Drake, $454,500 for Mr. Carter and $433,038 for Mr. Busch. The NEOs are eligible to earn a performance-based annual incentive bonus based on the achievement of reasonable performance goals, and beginning in 2021, each NEO is eligible to receive an annual long-term incentive award (“LTI award”), subject to the discretion of the Board or its designee. Each NEO’s target bonus opportunity for 2021 was set at 40% of base salary, and each NEO’s target LTI award opportunity for 2021 was set at 40% of base salary. In addition, the NEOs are entitled to participate in the benefit plans generally available to Company executives.
Under the Amended and Restated Employment Agreements, upon a termination by the Company without “cause” or by NEO for “good reason” (each as defined in the agreement), each NEO is eligible to receive severance benefits. If the termination is within 12 months after a “change in control” (as defined in the agreement), the NEO is entitled to a lump sum payment equal to two times the sum of such NEO’s base salary and target bonus, plus a lump sum payment equal to the cost of 18 months of continued COBRA coverage. If the termination is not within 12 months after a change in control, the NEO is entitled to continued base salary for six months after termination. All severance benefits under the agreements are conditioned upon the NEO’s execution of a release of claims against the Company and its affiliates.
The Amended and Restated Employment Agreements contain confidential information, non-competition, and employee and customer non-solicitation restrictive covenants. The confidential information covenant is perpetual. The non-competition and non-solicitation covenants run during employment and for six months after an involuntary termination not in connection with a change in control, six months after a disability termination, 12 months after a termination for cause or a voluntary termination, and 24 months after an involuntary termination within 12 months of a change in control.
Copies of the Amended and Restated Employment Agreements with Mr. Drake, Mr. Carter and Mr. Busch are filed as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference. The foregoing description is qualified in its entirely by reference to the full text of the Amended and Restated Employment Agreements.
RSU and Performance RSU Award Agreements
In addition, on February 19, 2021, the Compensation Committee adopted a new form of RSU Award Agreement (the “RSU Agreement”) and a new form of Performance RSU Award Agreement (the “PRSU Agreement”) to make LTI awards under the HBT Financial, Inc. Omnibus Incentive Plan (the “Plan”), as contemplated by the Amended and Restated Employment Agreements.
The RSU Agreement provides for the grant of restricted stock unit awards (“RSUs”) consisting of the right to receive, upon the vesting date, one share of common stock of the Company for each vested RSU. The vesting of the RSUs is subject to the grantee’s continued employment or service through the vesting date. Dividend equivalents on the RSUs will accumulate and will vest and be paid at the time the RSU vests.
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The PRSU Agreement provides for the grant of performance restricted stock unit awards (“PRSUs”). The number of PRSUs which may be earned and become vested depends on the Company’s achievement of average annual return on tangible common equity (“ROATCE”), both in absolute and relative terms, over a three year performance period (the “Performance Period”). If average annual ROATCE for the Performance Period is less than 5%, no PRSUs will be earned. If average annual ROATCE for the Performance Period is 5% or more but less than 17%, the PRSUs will be earned at between 25% and 150% of target depending upon percentile rank within a group of companies. If average annual ROATCE for the Performance Period is 17% or greater, the PRSUs will be earned at 150%. The vesting of the PRSUs is subject to the grantee’s continued employment or service through the vesting date. Dividend equivalents on the PRSUs will accumulate and will vest and be paid at the time the PRSU vests.
Copies of the form of RSU Agreement and the form of PRSU agreement are filed as Exhibits 10.4 and 10.5, respectively, and are incorporated herein by reference. The foregoing description of the form of RSU Agreement is qualified in its entirety by reference to the full text of the RSU Agreement and the PRSU Agreement.
On February 19, 2021, the Committee approved grants of RSUs and PRSUs to its directors and executive officers, including the named executive officers as follows: Fred L. Drake, Chairman and Chief Executive Officer – 7,428 RSUs and 7,428 PRSUs; J. Lance Carter, President and Chief Operating Officer – 5,865 RSUs and 5,865 PRSUs; and Patrick F. Busch – 5,588 RSUs and 5,588 PRSUs. The RSUs vest in three annual installments, with 33% vesting on February 28, 2022, 33% vesting on February 28, 2023, and 34% vesting on February 29, 2024. The Performance Period for the PRSUs is January 1, 2021 through December 31, 2023 and, if earned, the PRSUs will vest on February 29, 2024. The RSUs and PRSUs were granted pursuant to the forms of RSU Agreement and PRSU Agreement described above.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number | Description of Exhibit |
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10.1 | |
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10.2 | |
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10.3 | |
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10.4 | |
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10.5 |
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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.
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| HBT FINANCIAL, INC. | |
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| By: | /s/ Matthew J. Doherty |
| | Name: Matthew J. Doherty |
| | Title: Chief Financial Officer |
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Date: February 25, 2021 | | |
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AMENDED AnD RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of the Effective Date (defined in Exhibit A) by and among HBT Financial, Inc., a Delaware corporation (“HBT”), Heartland Bank and Trust Company, an Illinois state chartered bank (the “Bank,” and together with HBT, “Heartland”), and Employee (defined in Exhibit A) (“you”).
All references in this Agreement to Exhibit A are to Exhibit A hereto.
RECITALS
A.Heartland desires to continue to employ you in the Position (defined in Exhibit A) under the terms of this Agreement, and you desire to continue to be so employed.
B.Heartland and you have made commitments to each other on a variety of important issues concerning your employment, including the performance that will be expected of you, the compensation you will be paid, how long and under what circumstances you will remain employed and the financial details relating to any decision that either Heartland or you may make to terminate this Agreement.
C.Heartland and you desire to amend and restate the existing employment agreement (“Existing Employment Agreement”) between you and HBT, the Bank, or any Affiliate.
AGREEMENTS
In consideration of the foregoing and the mutual promises and covenants of you and Heartland set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Heartland, intending to be legally bound, hereby expressly covenant and agree as follows:
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“Affiliate” means: (a) any corporation, trade, or business that is directly or indirectly controlled 50% or more (whether by ownership of stock, assets, or an equivalent ownership interest or voting interest) by HBT or the Bank; (b) any trade or business that directly or indirectly controls 50% or more (whether by ownership of stock, assets, or an equivalent ownership interest or voting interest) of HBT or the Bank; and (c) any other entity in which HBT or the Bank has a material equity interest.
“Cause” means any of the following acts or omissions committed by you:
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A Termination for Cause will be deemed to include a determination by Heartland after your Termination that circumstances existing before your Termination would have entitled Heartland or an Affiliate to have terminated your service for Cause.
“Change in Control” means:
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Notwithstanding the foregoing terms of this definition, with respect to any amount that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A, an event will not be considered to be a Change in Control under this Agreement for purposes of payment of such amount unless such event is also a “change in control event” within the meaning of Section 409A. Further notwithstanding the foregoing terms of this definition, the occurrence of the date on which HBT consummates the sale of its common stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act (the “Registration Date”), or any change in the composition of the Board within 1 year after the Registration Date, will not be considered a Change in Control.
“Covered Period” means the period beginning upon a Change in Control and ending 12 months after the Change in Control.
“Disability” means that (i) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of Heartland.
“Good Reason” means the occurrence of any one of the following events, unless you agree in writing that such event will not constitute Good Reason:
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Notwithstanding anything in this definition to the contrary, before your Termination for Good Reason, you must give Heartland written notice of the existence of any condition set forth in clause i. – iv. immediately above within 30 days of the date you become (or reasonably should have become) aware of its existence and Heartland will have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason. If, during such 30-day period, Heartland cures the condition giving rise to Good Reason, the condition will not constitute Good Reason.
“Involuntary Termination” means your Termination either initiated:
“Minimum Benefits” means, as applicable, the following:
“Termination” means termination of your employment with Heartland and all Affiliates, after the Effective Date and before the end of the Employment Period.
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IN WITNESS WHEREOF, you and HBT have executed this Agreement as of the Effective Date.
EXECUTIVE | HBT FINANCIAL, INC. |
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Exhibit A
“Employee”: Fred L. Drake
“Effective Date”: February 22, 2021
“Position”: Chairman and Chief Executive Officer of HBT Financial, Inc. and Chairman of Heartland Bank and Trust Company
“Initial Expiration Date”: December 31, 2023
“Reporting Person”: Board of Directors of HBT Financial, Inc.
“Location of Employment”: Principal headquarters of HBT Financial, Inc.
“Base Salary”: $575,700
“Target Bonus”: 40% of Base Salary
“Annual LTI Awards Target”: 40% of Base Salary
“Annual PTO Days”: 20 vacation days plus 8 personal days (which includes sick days)
“Outside Covered Period Severance Months”: 6
“Covered Period Severance Amount”: 2 times the sum of Base Salary and Target Bonus for the year in which Involuntary Termination occurs
“COBRA Months”: 18
“Restricted Period”: 6 months following your Involuntary Termination outside of a Covered Period or your Termination due to your Disability inside or outside of a Covered Period; 12 months following your Termination initiated by HBT and Heartland for Cause or by you without Good Reason (including non-extension of the Employment Period by you in accordance with Section 2 above), in each case either inside or outside of a Covered Period; or 24 months following your Involuntary Termination inside of a Covered Period
| Exhibit A – Page 1 | |
AMENDED AnD RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of the Effective Date (defined in Exhibit A) by and among HBT Financial, Inc., a Delaware corporation (“HBT”), Heartland Bank and Trust Company, an Illinois state chartered bank (the “Bank,” and together with HBT, “Heartland”), and Employee (defined in Exhibit A) (“you”).
All references in this Agreement to Exhibit A are to Exhibit A hereto.
RECITALS
A.Heartland desires to continue to employ you in the Position (defined in Exhibit A) under the terms of this Agreement, and you desire to continue to be so employed.
B.Heartland and you have made commitments to each other on a variety of important issues concerning your employment, including the performance that will be expected of you, the compensation you will be paid, how long and under what circumstances you will remain employed and the financial details relating to any decision that either Heartland or you may make to terminate this Agreement.
C.Heartland and you desire to amend and restate the existing employment agreement (“Existing Employment Agreement”) between you and HBT, the Bank, or any Affiliate.
AGREEMENTS
In consideration of the foregoing and the mutual promises and covenants of you and Heartland set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Heartland, intending to be legally bound, hereby expressly covenant and agree as follows:
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“Affiliate” means: (a) any corporation, trade, or business that is directly or indirectly controlled 50% or more (whether by ownership of stock, assets, or an equivalent ownership interest or voting interest) by HBT or the Bank; (b) any trade or business that directly or indirectly controls 50% or more (whether by ownership of stock, assets, or an equivalent ownership interest or voting interest) of HBT or the Bank; and (c) any other entity in which HBT or the Bank has a material equity interest.
“Cause” means any of the following acts or omissions committed by you:
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A Termination for Cause will be deemed to include a determination by Heartland after your Termination that circumstances existing before your Termination would have entitled Heartland or an Affiliate to have terminated your service for Cause.
“Change in Control” means:
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Notwithstanding the foregoing terms of this definition, with respect to any amount that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A, an event will not be considered to be a Change in Control under this Agreement for purposes of payment of such amount unless such event is also a “change in control event” within the meaning of Section 409A. Further notwithstanding the foregoing terms of this definition, the occurrence of the date on which HBT consummates the sale of its common stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act (the “Registration Date”), or any change in the composition of the Board within 1 year after the Registration Date, will not be considered a Change in Control.
“Covered Period” means the period beginning upon a Change in Control and ending 12 months after the Change in Control.
“Disability” means that (i) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of Heartland.
“Good Reason” means the occurrence of any one of the following events, unless you agree in writing that such event will not constitute Good Reason:
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Notwithstanding anything in this definition to the contrary, before your Termination for Good Reason, you must give Heartland written notice of the existence of any condition set forth in clause i. – iv. immediately above within 30 days of the date you become (or reasonably should have become) aware of its existence and Heartland will have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason. If, during such 30-day period, Heartland cures the condition giving rise to Good Reason, the condition will not constitute Good Reason.
“Involuntary Termination” means your Termination either initiated:
“Minimum Benefits” means, as applicable, the following:
“Termination” means termination of your employment with Heartland and all Affiliates, after the Effective Date and before the end of the Employment Period.
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IN WITNESS WHEREOF, you, HBT, and the Bank have executed this Agreement as of the Effective Date.
EXECUTIVE | HBT FINANCIAL, INC. |
| HEARTLAND BANK AND TRUST COMPANY |
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Exhibit A
“Employee”: J. Lance Carter
“Effective Date”: February 22, 2021
“Position”: President and Chief Operating Officer of HBT Financial, Inc. and Executive Vice-President and Chief Operating Officer of Heartland Bank and Trust Company
“Initial Expiration Date”: December 31, 2023
“Reporting Person”: Chief Executive Officer of HBT Financial, Inc.
“Location of Employment”: Principal headquarters of HBT Financial, Inc.
“Base Salary”: $454,500
“Target Bonus”: 40% of Base Salary
“Annual LTI Awards Target”: 40% of Base Salary
“Annual PTO Days”: 20 vacation days plus 8 personal days (which includes sick days)
“Outside Covered Period Severance Months”: 6
“Covered Period Severance Amount”: 2 times the sum of Base Salary and Target Bonus for the year in which Involuntary Termination occurs
“COBRA Months”: 18
“Restricted Period”: 6 months following your Involuntary Termination outside of a Covered Period or your Termination due to your Disability inside or outside of a Covered Period; 12 months following your Termination initiated by HBT and Heartland for Cause or by you without Good Reason (including non-extension of the Employment Period by you in accordance with Section 2 above), in each case either inside or outside of a Covered Period; or 24 months following your Involuntary Termination inside of a Covered Period
| Exhibit A – Page 1 | |
AMENDED AnD RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of the Effective Date (defined in Exhibit A) by and among HBT Financial, Inc., a Delaware corporation (“HBT”), Heartland Bank and Trust Company, an Illinois state chartered bank (the “Bank,” and together with HBT, “Heartland”), and Employee (defined in Exhibit A) (“you”).
All references in this Agreement to Exhibit A are to Exhibit A hereto.
RECITALS
A.Heartland desires to continue to employ you in the Position (defined in Exhibit A) under the terms of this Agreement, and you desire to continue to be so employed.
B.Heartland and you have made commitments to each other on a variety of important issues concerning your employment, including the performance that will be expected of you, the compensation you will be paid, how long and under what circumstances you will remain employed and the financial details relating to any decision that either Heartland or you may make to terminate this Agreement.
C.Heartland and you desire to amend and restate the existing employment agreement (“Existing Employment Agreement”) between you and HBT, the Bank, or any Affiliate.
AGREEMENTS
In consideration of the foregoing and the mutual promises and covenants of you and Heartland set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Heartland, intending to be legally bound, hereby expressly covenant and agree as follows:
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“Affiliate” means: (a) any corporation, trade, or business that is directly or indirectly controlled 50% or more (whether by ownership of stock, assets, or an equivalent ownership interest or voting interest) by HBT or the Bank; (b) any trade or business that directly or indirectly controls 50% or more (whether by ownership of stock, assets, or an equivalent ownership interest or voting interest) of HBT or the Bank; and (c) any other entity in which HBT or the Bank has a material equity interest.
“Cause” means any of the following acts or omissions committed by you:
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A Termination for Cause will be deemed to include a determination by Heartland after your Termination that circumstances existing before your Termination would have entitled Heartland or an Affiliate to have terminated your service for Cause.
“Change in Control” means:
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Notwithstanding the foregoing terms of this definition, with respect to any amount that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A, an event will not be considered to be a Change in Control under this Agreement for purposes of payment of such amount unless such event is also a “change in control event” within the meaning of Section 409A. Further notwithstanding the foregoing terms of this definition, the occurrence of the date on which HBT consummates the sale of its common stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act (the “Registration Date”), or any change in the composition of the Board within 1 year after the Registration Date, will not be considered a Change in Control.
“Covered Period” means the period beginning upon a Change in Control and ending 12 months after the Change in Control.
“Disability” means that (i) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of Heartland.
“Good Reason” means the occurrence of any one of the following events, unless you agree in writing that such event will not constitute Good Reason:
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Notwithstanding anything in this definition to the contrary, before your Termination for Good Reason, you must give Heartland written notice of the existence of any condition set forth in clause i. – iv. immediately above within 30 days of the date you become (or reasonably should have become) aware of its existence and Heartland will have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason. If, during such 30-day period, Heartland cures the condition giving rise to Good Reason, the condition will not constitute Good Reason.
“Involuntary Termination” means your Termination either initiated:
“Minimum Benefits” means, as applicable, the following:
“Termination” means termination of your employment with Heartland and all Affiliates, after the Effective Date and before the end of the Employment Period.
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IN WITNESS WHEREOF, you, HBT, and the Bank have executed this Agreement as of the Effective Date.
EXECUTIVE | HBT FINANCIAL, INC. |
| HEARTLAND BANK AND TRUST COMPANY |
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Exhibit A
“Employee”: Patrick F. Busch
“Effective Date”: February 22, 2021
“Position”: Executive Vice President and Chief Lending Officer of HBT Financial, Inc. and President and Chief Lending Officer of Heartland Bank and Trust Company
“Initial Expiration Date”: December 31, 2023
“Reporting Person”: Chief Executive Officer of HBT Financial, Inc.
“Location of Employment”: Principal headquarters of HBT Financial, Inc.
“Base Salary”: $433,038
“Target Bonus”: 40% of Base Salary
“Annual LTI Awards Target”: 40% of Base Salary
“Annual PTO Days”: 20 vacation days plus 8 personal days (which includes sick days)
“Outside Covered Period Severance Months”: 6
“Covered Period Severance Amount”: 2 times the sum of Base Salary and Target Bonus for the year in which Involuntary Termination occurs
“COBRA Months”: 18
“Restricted Period”: 6 months following your Involuntary Termination outside of a Covered Period or your Termination due to your Disability inside or outside of a Covered Period; 12 months following your Termination initiated by HBT and Heartland for Cause or by you without Good Reason (including non-extension of the Employment Period by you in accordance with Section 2 above), in each case either inside or outside of a Covered Period; or 24 months following your Involuntary Termination inside of a Covered Period
| Exhibit A – Page 1 | |
RSU AWARD AGREEMENT
HBT FINANCIAL, INC. OMNIBUS INCENTIVE PLAN
HBT Financial, Inc. (the “Company”) grants to the Participant named below (“you”) the number of restricted stock units (“RSUs”) set forth below (the “Award”), under this RSU Award Agreement (this “Agreement”).
Governing Plan: | HBT Financial, Inc. Omnibus Incentive Plan (the “Plan”) | |||
Defined Terms: | As set forth in the Plan, unless otherwise defined in this Agreement | |||
Participant: | [Name] | |||
Grant Date: | [Date] | |||
Number of RSUs: | [●] | |||
Definition of RSU: | Each RSU entitles you to receive one Share, together with accrued Dividend Equivalents, in the future, subject to the terms of this Agreement. | |||
Earning and Payment: | Subject to the terms of this Agreement, the RSUs will become vested and payable as follows, as long as you do not have a Separation from Service before the applicable vesting date: | |||
| Vesting Date | % of RSUs Payable |
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[●] | [●]% | |||
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RSU TERMS
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Without limiting the generality of the foregoing, a Substitute Award may take the form of a continuation of the Original Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms (including forfeiture) of the HBT Financial, Inc. Omnibus Incentive Plan and an RSU award agreement entered into between the registered owner and HBT Financial, Inc. Copies of such plan and agreement are on file in the executive offices of HBT Financial, Inc.
In addition, any stock certificates for Shares will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the SEC, any securities exchange or similar entity upon which the Shares are then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on any certificates to make appropriate reference to these restrictions.
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By signing below, you agree that the Award is granted under and governed by the terms of the Plan and this RSU Award Agreement—and you agree to all such terms—as of the Grant Date.
PARTICIPANTHBT FINANCIAL, INC.
Sign name: Sign name:
Print name: Print name:
Title:
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PERFORMANCE RSU AWARD AGREEMENT
HBT FINANCIAL, INC. OMNIBUS INCENTIVE PLAN
HBT Financial, Inc. (the “Company”) grants to the Participant named below (“you”) the number of performance restricted stock units (“PRSUs”) set forth below (the “Award” or “PRSU Award”), under this PRSU Award Agreement (this “Agreement”).
Governing Plan: | HBT Financial, Inc. Omnibus Incentive Plan (the “Plan”) | |||
Defined Terms: | As set forth in the Plan, unless otherwise defined in this Agreement | |||
Participant: | [Name] | |||
Grant Date: | [Date] | |||
Target Number of PRSUs: | [●] (the “target number of PRSUs”) | |||
Definition of PRSU: | Each PRSU earned entitles you to receive one Share, together with accrued Dividend Equivalents, in the future subject to the terms of this Agreement. | |||
Performance Period: | [●] through [●] (the “Performance Period”) | |||
Earning and Payment: | Subject to the terms of the Agreement, the number of PRSUs which may earned and become vested and payable is as follows: | |||
| If average annual ROATCE for the Performance Period, as determined in accordance with Exhibit A is: | PRSUs Earned and Payable (% of target number of PRSUs) |
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[●]% or greater | 150% | |||
| [●]% or more, but less than [●]% | 25% to 150% depending upon relative performance as determined in accordance with Exhibit A to this Agreement | | |
| Less than [●]% | 0% | |
PRSU TERMS
(a) Except as otherwise provided in the remainder of this Section 4, if (i) you incur a Separation from Service prior to the Vesting Date (for the avoidance of doubt, which does not otherwise result in the immediate or continued earning and payment of the PRSUs), (ii) you materially breach this Agreement or (iii) you fail to meet the tax withholding obligations described in Section 6 below, all of your rights to the PRSUs will terminate immediately and be forfeited in their entirety.
(b) Except as provided in the following paragraphs of this Section 4, if you incur a Separation from Service due to your death or a Disability (such Separation from Service a “Qualifying Separation”) on or prior to [●], then a percentage of your target number of PRSUs shall remain outstanding and may become earned and vested PRSUs, and the remainder of your target number of PRSUs shall be forfeited and will not become earned or vested after such Separation from Service. In the event of such Qualifying Separation, the percentage of your target number of PRSUs that will remain outstanding and eligible to become earned and vested will be equal to the product of (i) the target number of PRSUs multiplied by (ii) a fraction, the numerator of which is the number of whole months that have elapsed from [●] to the date your Qualifying Separation and the denominator of which is 36. Such product shall become your target number PRSUs for purposes of determining the number of earned PRSUs under Exhibit A, if any, following the end the of the Performance Period. Your earned PRSUs, if any, will vest and become payable in Shares on the Vesting Date.
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(c) Except as provided in the following paragraphs of this Section 4, if you incur a Separation from Service after [●] but prior to the Vesting Date due to a Qualifying Separation or without Cause or for Good Reason, then 100% of your target number of PRSUs shall remain outstanding and may become earned PRSUs and vest and become payable on the Vesting Date as if such Separation from Service had not occurred.
(d) If a Change in Control occurs prior to [●] and you incur a Separation from Service due to a Qualifying Separation, without Cause or for Good Reason upon such Change in Control or within the 24 months after the Change in Control, but prior to the date all of the earned PRSUs have become vested, then any earned PRSUs (or a Substitute Award as described below, as the case may be) which are then unvested shall vest in full on the date of such Separation from Service and become immediately payable. If your Separation from Service occurs for any other reason (including for Cause or without Good Reason) upon or within the 24 months after such Change in Control but prior to the time that all of the earned PRSUs (or a Substitute Award, as the case may be) have become vested, then the unvested earned PRSUs (or a Substitute Award, as the case may be) shall be immediately forfeited and all of your rights hereunder shall terminate.
(e) For purposes of this Award Agreement, a Separation from Service “without Cause” means termination of your employment by the Company or any Subsidiary without Cause, and “for Good Reason” means your resignation from employment for Good Reason. If you are a party to an employment agreement with the Company or any Subsidiary (such agreement the “Employment Agreement”), the determination of whether your employment terminated “without Cause” or “for Good Reason” shall be determined in accordance with the terms of your Employment Agreement, including but not limited to provisions relating to involuntary termination or words of similar import. If you do not have an Employment Agreement with the Company or any Subsidiary with such terms, then the following terms shall apply:
(f) In the event of a Change in Control after the completion of the Performance Period on [●], but prior to the Vesting Date, the earned PRSUs will continue to vest and become payable as provided above.
(g) In the event and concurrently with the effectiveness of a Change in Control during the Performance Period, the Performance Period shall end and the number of earned PRSUs shall be determined in accordance with Exhibit A. The earned PRSUs shall vest and become payable as provided in Section 4(h) below.
(h) A Change in Control shall not, by itself, result in acceleration of vesting or payment of the earned PRSUs, except as provided in this Section (4)(h).
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(i)Upon a Change in Control, the earned PRSUs (as determined in accordance with Exhibit A) will vest in full upon the date of the Change in Control and become payable on the first regular payroll day following the Change in Control unless another award meeting the requirements of this Section (4)(h) (a “Substitute Award”) is provided to you to replace this Award (the “Original Award”). The earned PRSUs represented by such Substitute Award, if applicable, shall continue to vest and become payable as provided in Section 3 and Section 4(b) and (c), subject to earlier vesting in accordance with Section 4(d), above.
(ii)An award shall meet the requirements of this Section (4)(h), and thereby qualify as a Substitute Award, if the following conditions are met:
Without limiting the generality of the foregoing, a Substitute Award may take the form of a continuation of the Original Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms (including forfeiture) of the HBT Financial, Inc. Omnibus Incentive Plan and a PRSU award agreement entered into between the registered owner and HBT Financial, Inc. Copies of such plan and agreement are on file in the executive offices of HBT Financial, Inc.
In addition, any stock certificates for Shares will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the SEC, any securities exchange or similar entity upon which the Shares are then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on any certificates to make appropriate reference to these restrictions.
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By signing below, you agree that the Award is granted under and governed by the terms of the Plan and this PRSU Award Agreement—and you agree to all such terms—as of the Grant Date.
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PARTICIPANTHBT FINANCIAL, INC.
Sign name: Sign name:
Print name: Print name:
Title:
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Exhibit A to Performance RSU Award Agreement
References herein to “Award Agreement” shall mean the Performance RSU Award Agreement to which this Exhibit is attached and references to “Participant” means you.
Exhibit A – Page 1
percentile rank | Percent of Target Number of PRSUs EARNED |
---|---|
<25% | 25% |
25% | 50% |
50% | 100% |
75% or above | 150% |
Exhibit A – Page 2
FIRST: If the Performance Period has not been completed, there shall be determined the number of PRSUs that would be earned if the Performance Period was the period that began on [●] and ended on the effective date of the Change in Control. The Compensation Committee shall determine the number of PRSUs earned in accordance with Sections 1(c) and 3 of this Exhibit A. Notwithstanding the foregoing, if the number of earned PRSUs so determined is less than 100% of the target number of PRSUs, the number of earned PRSUs shall be equal to the target number of PRSUs.
SECOND: If the Performance Period has been completed, then the number of earned PRSUs shall be equal to the number determined in accordance with Sections 1(c) and 3 of this Exhibit A.
The Earned PRSUs shall vest and be payable in accordance with Section 4 of the Award Agreement.
Exhibit A – Page 3
Appendix 1 to Exhibit A to Performance RSU Award Agreement
Comparison Group
[●]
Companies shall be removed from the Comparison Group if they undergo a Specified Corporate Change. A company that is removed from the Comparison Group before the end of a Performance Period will not be included at all in the calculation of the percentile rank of the Company’s AAROATCE for the Performance Period.
A company in the Comparison Group will be deemed to have undergone a “Specified Corporate Change” if it:
(i) ceases to be a domestically domiciled publicly traded company on a national stock exchange or market system, unless such cessation of such listing is due to a low stock price or low trading volume; or
(ii)has gone private; or
(iii)has reincorporated in a foreign (e.g., non-U.S.) jurisdiction, regardless of whether it is a reporting company in that or another jurisdiction; or
(iv)has been acquired or merged, or has announced a transaction whereby it will be acquired by or merged, into another company (whether by another company in the Comparison Group or otherwise, but not including internal reorganizations), or has sold or will sell all or substantially all of its assets.
The Committee may rely on press releases, public filings, website postings and other reasonably reliable information available regarding a company in the Comparison Group in making a determination that a Specified Corporate Change has occurred.