Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On March 8, 2019, Civista Bancshares, Inc. (the “Company”) and its banking subsidiary, Civista Bank (the “Bank”), entered into Change in Control Agreements (the “CIC Agreements”) with seven of its executive officers. Previously, the Bank had change in control agreements in place with James O. Miller (the Company’s Chairman), Dennis G. Shaffer (the Company’s President and CEO), Todd A. Michel (the Company’s Senior Vice President and Controller) and four other officers, two of which have since retired. The CIC Agreements replace and supersede the prior change in control agreements for Dennis G. Shaffer, Todd A. Michel and Richard J. Dutton (the Company’s Senior Vice President) and three other executives. Additionally, a new CIC Agreement was executed by the Company, the Bank and Lance A. Morrison (the Company’s Senior Vice President and General Counsel), and shall be utilized for any future agreements that may be executed.
The CIC Agreements are intended to secure the services of key officers during the period of transition in the event of a change in control (as defined in the CIC Agreements). Unless there has been a change in control and termination (as defined in the CIC agreements) of the officer’s employment, the CIC Agreements do not require either the Company or the Bank to retain the officers in its employ or to pay any specified level of compensation or benefits. Each CIC Agreement provides that, upon a change in control and termination of the officer’s employment, the officer shall receive a severance payment equal to (A) one andone-half (11⁄2) times the Employee’s annual base salary in effect during the twelve (12) month period immediately preceding the date upon which a Change in Control occurs,plus (B) the average of the cash value of the compensation, other than the annual base salary, awarded to the Employee during the three (3) calendar years immediately preceding the date upon which the Change in Control occurs. Also, under each CIC Agreement, the officer will be entitled to receive a severance payment following a change in control and termination if the officer agrees not to compete with the Company for twelve (12) months following said termination. If the officer agrees to thenon-compete restrictions, the officer shall receive the additional severance payment equal to (A) one (1) times the Employee’s annual base salary in effect during the twelve (12) month period immediately prior to the date of termination,plus (B) the cash value of all other compensation, other than the annual base salary, awarded to the Employee during the year immediately preceding the date of termination, plus eighteen months of COBRA premiums. If the officer does not agree to thenon-compete restrictions, the officer will be entitled only to an additional severance payment of one dollar.
The foregoing description of the CIC Agreements is a summary and is qualified in its entirety by reference to the forms of the CIC Agreement, which are filed as Exhibits 10.1 and 10.2 and are incorporated by reference herein.
