UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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):
April 26, 2007
TriCo Bancshares
(Exact name of registrant as specified in its charter)
California 0-10661 94-2792841
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or organization Identification No.)
incorporation or organization)
63 Constitution Drive, Chico, California 95973
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(530) 898-0300
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))
Item 1.01 Entry into a Material Definitive Agreement
On April 26, 2007, Tri Counties Bank, a California banking organization and
wholly owned subsidiary of TriCo Bancshares (the "Company"), entered into a
letter agreement with Mr. Daniel K. Bailey (the "Letter Agreement"). The Letter
Agreement provides that Mr. Bailey will become Executive Vice President--Retail
Banking of Tri Counties Bank effective May 22, 2007. The material terms of the
Letter Agreement and related agreements between the Company and Mr. Bailey are
summarized in Item 5.02(c) of this Current Report on Form 8-K which is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(c) On May 2, 2007, the Company announced that Mr. Daniel K. Bailey, age 38,
will become Executive Vice President--Retail Banking of Tri Counties Bank
effective May 22, 2007 and subject to approval of the title by the Board of
Directors. Mr. Bailey had been with Wells Fargo Bank, NA since 1991, most
recently as Senior Vice President and Regional Initiatives Manager in the
Sacramento office, responsible for the small business and licensed banking
strategy for 120 retail branches in northern California. Wells Fargo is not an
affiliate of the Company. Mr. Bailey received a bachelors of science degree in
business administration from California State University, Chico, and is a
graduate of the Pacific Coast Banking School.
On April 26, 2007, Tri Counties Bank entered into the Letter Agreement which
sets forth certain understandings and arrangements with respect to the
employment relationship of Mr. Bailey with the Company. Mr. Bailey's initial
annual base salary will be $190,000 and he will be paid a hiring bonus of
$25,000. Mr. Bailey's minimum annual incentive cash bonus will be $50,000 for
the 2007 calendar year. For future years, his annual incentive cash bonus will
be based on his and the Company's achievement of pre-determined performance
goals established by the Company's Compensation and Management Succession
Committee (the "Committee"), and will generally be targeted at 50% of his annual
base salary.
The Letter Agreement provides that it is anticipated that the Committee will
grant to Mr. Bailey a stock option for 52,500 shares of the Company's common
stock under the Company's 2001 Stock Option Plan. The options will have a
per-share exercise price equal to the closing price of the Company's common
stock on the date of grant. Any future grants of stock options to Mr. Bailey are
subject to approval of the Committee but are anticipated to generally reflect a
targeted number of shares equivalent to approximately 50% of Mr. Bailey's then
annual base salary divided by the Black-Scholes value at the time of grant.
Mr. Bailey will be eligible to participate in the Tri Counties Bank Supplemental
Executive Retirement Plan or a similar plan which may be adopted in the future.
Mr. Bailey will also be eligible to participate in the Company's health, dental,
disability and other insurance plans, 401(k) savings plan, Employee Stock
Ownership Plan, Executive Deferred Compensation Plan, and other plans and
arrangements that are generally available to other Company executives. He will
also receive a car allowance of $1,000.00 per month and be reimbursed for
reasonable out-of-pocket expenses, including $0.15 per mile, incurred in his
performance of official Company business. A copy of the Letter Agreement is
attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Mr. Bailey and the Company will enter into a Change of Control Agreement on the
same terms as other executives of the Company in the form attached as Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005, previously filed with the Securities and Exchange
Commission, which is incorporated herein by reference. The Change of Control
Agreement provides benefits if the Company experiences a change in control.
Mr. Bailey and the Company will enter into an Indemnification Agreement on the
same terms as other executives of the Company in the form attached as Exhibit
10.21 to the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2004, previously filed with the Securities and Exchange Commission, which is
incorporated herein by reference.
A copy of the press release announcing Mr. Bailey's appointment as the Company's
Executive Vice President--Retail Banking is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Document
10.1 Letter Agreement dated April 26, 2007 between Tri Counties Bank
and Daniel K. Bailey
10.2* Form of Change of Control Agreement between the Company and
Daniel K. Bailey filed as Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2005
10.3* Form of Indemnification Agreement among the Company, Tri Counties
Bank and Daniel K. Bailey filed as Exhibit 10.21 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
99.1 Press release dated May 2, 2007
*Previously filed and incorporated by reference
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.
Date: May 2, 2007 TRICO BANCSHARES
(Registrant)
By: /s/ Thomas J. Reddish
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Thomas J. Reddish
Executive Vice President
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibits
10.1 Letter Agreement dated April 26, 2007 between Tri Counties Bank
and Daniel K. Bailey
10.2* Form of Change of Control Agreement between the Company and
Daniel K. Bailey filed as Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2005
10.3* Form of Indemnification Agreement among the Company, Tri Counties
Bank and Daniel K. Bailey filed as Exhibit 10.21 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
99.1 Press release dated May 2, 2007
*Previously filed and incorporated by reference
EXHIBIT 10.1
April 24, 2007
Daniel K. Bailey
1218 Carson Street
Colusa, CA 95932
Dear Dan:
On behalf of Tri Counties Bank, I am pleased to confirm our offer to you for the
position of Executive Vice President, Retail Banking. The Executive Vice
President title is subject to approval of the Board of Directors and will be
placed on the agenda of the next scheduled board meeting following your
reporting date. The position is located in Chico and reports to Rick Smith,
President and Chief Executive Officer. Your anticipated start date is May 22,
2007 and is contingent upon completion of an acceptable background check.
Your annual base salary will be $190,000. In addition to your base salary, you
will be paid a hiring bonus of $25,000. For calendar year 2007 your minimum
incentive annual bonus will be guaranteed at $50,000. On a go forward basis your
annual bonus will be based on achievement of pre-determined performance goals
and will be targeted at 50 percent of your annual base salary.
You will also be granted options to purchase 52,500 shares of TRICO BANCSHARES,
INC. (TRICO) common stock pursuant to and under the terms of TRICO's Employee
Stock Option Plan. While future grants are subject to Board of Directors
approval, and are therefore not guaranteed, the annual targeted number of shares
will be approximately 50 percent of your annual base salary divided by the
Black-Scholes value at time of grant.
As we discussed the Bank will also initiate a Change of Control Agreement
consistent with that of other Bank executives. The Agreement will be effective
upon your employment.
Please also note that it is also our intention to include you as a participant
in the Bank's Supplemental Executive Retirement Plan. As both Rick Smith and I
mentioned, the current Plan is under review and it is our clear intention to
modify the Plan so that it more easily understood and so that it provides a
clear identifiable benefit. It is our firm belief that to include you in the
current Plan would complicate our ability to migrate you to a new Plan. If,
however, for some reason we determine that applicable ERISA regulations preclude
us from replacing the existing Plan you will be enrolled in the current Plan.
In addition to the above we will provide you with the following:
o Participation for you and your eligible dependents in all Bank sponsored
health, dental, disability and other insurance plans generally available to
all employees of the Bank. Such participation will be on the same basis as
other employees except that the 90 day waiting period for inclusion will be
waived.
o Participation in existing savings plans, including but not limited to the
Bank's 401(k) Savings Plan, Employee Stock Ownership Plan, and Executive
Deferred Compensation Plan.
o Twenty (20) paid vacation days annually to be pro-rated based on hire date,
and
o A car allowance of $1,000.00 per month and reimbursement for other
reasonable out of pocket expenses including $0.15 per mile, incurred in the
performance of official Bank business.
I have enclosed a summary of our benefit plans for your review. Should you have
any questions about any of the plans outlined in that document please contact me
at 530-898-0300.
Please indicate your official acceptance of this offer by signing and returning
the offer letter in the enclosed envelope no later than 3 business days after
receipt. Alternatively you may fax a copy to me at 530-898-0308. We are excited
about this opportunity and feel that you will be a valuable addition to the
growing Tri Counties Team!
If you have any questions regarding the terms of this offer please do not
hesitate to contact either myself or Rick Smith.
Regards,
/s/ R.A. Miller
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R.A. Miller
SVP, Director Human Resources
Tri Counties Bank
/s/ Dan Bailey 4-26-07
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Dan Bailey
EXHIBIT 99.1
TRI COUNTIES BANK ANNOUNCES APPOINTMENT OF NEW EVP--RETAIL BANKING
PRESS RELEASE Contact: Thomas J. Reddish
FOR IMMEDIATE RELEASE Executive Vice President & CFO
(530) 898-0300
CHICO, Calif. - (May 2, 2007) -TriCo Bancshares (NASDAQ: TCBK), today announced
that Mr. Daniel K. Bailey has been appointed as the new Executive Vice
President--Retail Banking of its wholly owned subsidiary, Tri Counties Bank (the
"Bank"), effective May 22, 2007. Mr. Bailey will be responsible for the
oversight of the Bank's branch network. He will work with the Bank's retail
management team to review overall operations; advise on policy questions,
business development, staffing requirements, performance appraisals and salary
administration; and perform other administrative matters. In addition, Mr.
Bailey will serve as part of TriCo Bancshares' executive management team in the
development of strategic planning.
Mr. Bailey had been with Wells Fargo Bank, NA since 1991, most recently as
senior vice president and regional initiatives manager in the Sacramento office
responsible for the small business and licensed banking strategy for 120 retail
branches in northern California. He received a bachelor of science degree in
business administration from California State University, Chico, and is a
graduate of the Pacific Coast Banking School.
"We are excited to add Dan to our executive management team," said Richard
Smith, President and Chief Executive Officer, of TriCo Bancshares. "With 17
years in the banking business, Dan is a very experienced banker with knowledge
of the northern California banking market."
TriCo Bancshares and Tri Counties Bank are headquartered in Chico, California.
Tri Counties Bank has a 31-year history in the banking industry. Tri Counties
Bank operates 32 traditional branch locations and 22 in-store branch locations
in 22 California counties, and as of March 31, 2007, had over $1.9 billion in
assets. Tri Counties Bank offers financial services and provides a diversified
line of products and services to consumers and businesses, which include demand,
savings and time deposits, consumer finance, online banking, mortgage lending,
and commercial banking throughout its market area. It operates a network of 62
ATMs and a 24-hour, seven days a week telephone customer service center.
Brokerage services are provided at the Bank's offices by the Bank's association
with Raymond James Financial, Inc. For further information please visit the Tri
Counties Bank web-site at http://www.tricountiesbank.com.