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Louisiana
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001-38888
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72-1412058
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1412 Centre Court Drive, Suite 402
Alexandria, Louisiana
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71301
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: (318) 561-5028
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, no par value
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RRBI
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The Nasdaq Stock Market, LLC
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Exhibit
Number
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Description of Exhibit
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10.1
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RED RIVER BANCSHARES, INC.
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By:
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/s/ Amanda W. Barnett
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Amanda W. Barnett
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Senior Vice President, General Counsel, and
Corporate Secretary
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(a)
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an Annual Retainer, as described in Section 2 below; and
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(b)
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cash fees from the Company and/or the Bank, as applicable, for attendance at meetings of the Board (“Board Fees”) and committees of the Board (“Committee
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(a)
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Initial Appointment to the Board. Upon a Director’s initial appointment to the Company Board or the Bank Board, as applicable, such Director will become entitled to an annual retainer in the amount set forth on the Fee Schedule attached hereto as Exhibit A (the “Annual Retainer”), which Annual Retainer amount shall be pro rated based on the portion of the year that has elapsed since the last annual meeting of shareholders of the Company or the Bank, as applicable, and assuming that the next succeeding annual meeting will occur exactly one year following the prior annual meeting.
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(b)
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Annual Election to the Board. Immediately following the Company’s annual meeting of shareholders or the Bank’s annual meeting of shareholders, as applicable, at which a Director is elected to serve, such Director will become entitled to an annual retainer in the amount set forth on the Fee Schedule attached hereto as Exhibit A.
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(c)
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Payment of Annual Retainer. The Annual Retainer shall be paid in cash by the Company or the Bank, as applicable, in a lump sum payment to be made as soon as practicable following the calendar quarter in which such Annual Retainer is earned in accordance with Section 2(a) or Section 2(b) above, as applicable.
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(d)
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Partial Year of Service. In the event a Director retires, resigns or is removed from office for cause (as determined by the remaining members of the Company Board or Bank Board, as applicable, in its sole discretion) other than on the date of an annual meeting of shareholders of the Company or the Bank, as applicable, the Director shall reimburse to the Company or the Bank, as applicable, a pro rata portion of the Annual Retainer based on the portion of the 12-month period beginning on the date of the last annual meeting that such Director will not serve.
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(a)
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Payment of Board Fees. Except as otherwise set forth in Section 3(b) below, Board Fees shall be paid in cash by the Company and/or the Bank, as applicable, in four quarterly installments as soon as practicable following the calendar quarter in which such Board Fees were earned.
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(b)
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Stock Elections. Notwithstanding Section 3(a) above, each Director shall be permitted to make an election to receive Board Fees in shares of common stock of the Company (“Shares”) by filing with the Administrator an election notice in the form attached hereto as Exhibit B (an “Election Notice”). Any election made pursuant to this Section 3(b) will be applicable with respect to one hundred percent (100%) of such Director’s Board Fees. Absent an election made in accordance with the requirements of this Section 3(b), all Board Fees shall be paid in cash in accordance with Section 3(a) above.
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(i)
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Election Notice. Any election made pursuant to this Section 3(b) must be submitted to the Administrator on or prior to December 31 of the calendar year that immediately precedes the calendar year for which such election will be effective. With respect to a newly-appointed Director, an election made pursuant to this Section 3(b) must be submitted to the Administrator no later than thirty (30) days following the date of the commencement of such Directors’ service with the Company and/or the Bank, as applicable. An Election Notice will remain in effect with respect to future election years unless the Director revokes such election on or prior to December 31 of the calendar year that immediately precedes the calendar year for which such election is to be revoked. Notwithstanding the foregoing, a Director may not submit or revoke an Election Notice during any “blackout period” as defined in the Company’s Insider Trading Policy.
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(ii)
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Issuance of Shares. During each calendar year for which an effective election is made by a Director pursuant to this Section 3(b), the Administrator shall maintain a bookkeeping account established in the name of such Director to reflect the accrued balance attributable to Board Fees payable in Shares. Following the end of the applicable calendar year in which the Board Fees were earned, but in no event later than the March 15 immediately following such calendar year, the Company will issue to such Director a number of fully vested Shares equal to the accrued balance attributable to such calendar year divided by the closing sales price for a Share as quoted on the Nasdaq Stock Market on the date of issuance (or in the absence of an established market for the Shares, such fair market value as may be determined in good faith by the Company Board). Notwithstanding the foregoing, no fractional Shares shall be issued. In lieu thereof, any Board Fees attributable to a fractional Share shall be retained by the Company and applied to the Board Fees of such Director for the subsequent calendar year.
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1.
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$10,000 Annual Retainer
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2.
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$1,300 for each Board meeting attended
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3.
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$500 for each Audit Committee meeting attended by the Audit Committee Chairman
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4.
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$300 for each Audit Committee meeting attended by committee members
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5.
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$200 for each committee meeting attended (other than the Audit Committee)
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1.
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Persons who are directors of both the Company and the Bank shall be entitled to only one Annual Retainer, which shall reflect his or her service on the Bank Board.
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2.
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Persons who are directors of the Company shall be paid a Board Fee for attendance at each meeting of the Company Board; provided, however, that persons who are directors of both the Company and the Bank will only be paid a fee for attendance at a meeting of the Company Board when such meetings are not held on the same day as a meeting of the Bank Board.
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3.
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Persons who are directors of the Bank shall be paid a Board Fee for attendance at each meeting of the Bank Board.
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4.
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Persons who are members of a committee of the Company Board or Bank Board shall be paid a Committee Fee for attendance at each committee meeting.
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5.
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Directors who are also officers or employees of the Company and/or the Bank shall not be eligible to receive an Annual Retainer or any fees for attendance at Board or Committee meetings.
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Name
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First
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Middle Initial
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Last
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DIRECTOR
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Print Name:
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Dated:
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•
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Please submit your completed and signed Election Notice (both pages) to Amanda W. Barnett, General Counsel and Corporate Secretary.
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•
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Keep a copy of your completed and signed Election Notice for your records.
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