Wilson Bank Holding Co Sample Contracts

WITNESSETH:
Continuation Agreement • March 29th, 2002 • Wilson Bank Holding Co • National commercial banks • Tennessee
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BY AND AMONG
Agreement and Plan of Merger • February 4th, 2005 • Wilson Bank Holding Co • National commercial banks • Tennessee
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Supplemental Executive Retirement Plan Agreement • March 8th, 2019 • Wilson Bank Holding Co • National commercial banks • Tennessee

This Supplemental Executive Retirement Plan Agreement (“Agreement”) is entered into as of this 23rd day November, 2012 (the “Effective Date”) by and between Wilson Bank & Trust (the “Employer”), and Clark Oakley, an individual resident of Tennessee (the “Executive”), and establishes the Wilson Bank & Trust Supplemental Executive Retirement Plan f/b/o Clark Oakley (the “Plan”).

409A Amendment to the Wilson Bank and Trust Executive Salary Continuation Agreement for Johnny D. Goodman III
Wilson Bank Holding Co • January 6th, 2009 • National commercial banks

This Amendment is intended to bring the Plan into compliance with the requirements of Internal Revenue Code Section 409A. Accordingly, the intent of the parties hereto is that the Plan shall be operated and interpreted consistent with the requirements of Section 409A. Therefore, the following changes shall be made:

AMENDMENT TO THE WILSON BANK AND TRUST AMENDED AND RESTATED LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Wilson Bank and Trust • November 29th, 2012 • Wilson Bank Holding Co • National commercial banks

WHEREAS, Wilson Bank and Trust (the “Bank”) and John C McDearman III, (the “Executive”) established the Wilson Bank and Trust Life Insurance Endorsement Method Split Dollar Plan Agreement (the “Agreement”), originally effective as of January 1, 2006; and

AMENDED AND RESTATED LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Wilson Bank Holding Co • November 29th, 2012 • National commercial banks • Tennessee

This Agreement shall supersede the Life Insurance Endorsement Method Split Dollar Plan Agreement originally effective the 30th day of March, 1995, and shall constitute the entire agreement of the parties pertaining to this particular Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement.

AMENDED AND RESTATED WILSON BANK AND TRUST EXECUTIVE SALARY CONTINUATION AGREEMENT
Wilson Bank and Trust Executive Salary Continuation Agreement • January 6th, 2009 • Wilson Bank Holding Co • National commercial banks • Tennessee

THE AGREEMENT, made and entered into this 7 day of October, 2002, by and between Wilson Bank and Trust, a Tennessee commercial bank (hereinafter called “Bank”), and James Randall Clemons (hereinafter called the “Executive”).

AMENDMENT TO THE AMENDED AND RESTATED WILSON BANK AND TRUST EXECUTIVE SALARY CONTINUATION AGREEMENT
Wilson Bank and Trust Executive • November 29th, 2012 • Wilson Bank Holding Co • National commercial banks

WHEREAS, Wilson Bank and Trust (the “Bank”) and James Randall Clemons, (the “Executive”) previously entered into the Amended and Restated Wilson Bank and Trust Executive Salary Continuation Agreement (the “Agreement”), originally effective as of March 30, 1995; and

WILSON BANK & TRUST DIRECTOR SURVIVOR INCOME AGREEMENT
Director Survivor Income Agreement • April 18th, 2014 • Wilson Bank Holding Co • National commercial banks • Tennessee

THIS DIRECTOR SURVIVOR INCOME AGREEMENT is made this 14th day of April, 2014, by and between Wilson Bank & Trust with its main office in Lebanon, Tennessee, (“Bank”), and James Patton (“Director”).

WILSON BANK & TRUST DIRECTOR SURVIVOR INCOME AGREEMENT
Income Agreement • April 18th, 2014 • Wilson Bank Holding Co • National commercial banks • Tennessee

THIS DIRECTOR SURVIVOR INCOME AGREEMENT is made this 14th day of April, 2014, by and between Wilson Bank & Trust with its main office in Lebanon, Tennessee, (“Bank”), and James Comer (“Director”).

SECOND AMENDMENT TO THE WILSON BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN MADE EFFECTIVE MAY 22, 2015
Second Amendment • March 12th, 2021 • Wilson Bank Holding Co • National commercial banks

This Second Amendment is adopted this 28th day of December, 2020, by and between Wilson Bank & Trust, a Tennessee corporation (the “Bank”) and John Foster (the “Executive”).

WILSON BANK & TRUST Executive Survivor Income Agreement
Survivor Income Agreement • February 28th, 2024 • Wilson Bank Holding Co • National commercial banks • Tennessee

This Executive Survivor Income Agreement is made this 1st day of June, 2020, by and between Wilson Bank & Trust with its main office in Lebanon, Tennessee, (“Bank”), and TAYLOR WALKER (“Executive”).

SPLIT DOLLAR LIFE INSURANCE AGREEMENT
Split Dollar Life Insurance Agreement • February 28th, 2024 • Wilson Bank Holding Co • National commercial banks • Tennessee

THIS AGREEMENT (the “Agreement”) is made and entered into this 19th day of November, 2018, by and between Wilson Bank & Trust, a banking corporation, located in Wilson County, Tennessee (the “Bank”), and TAYLOR WALKER, a current employee of the Bank (hereinafter referred to as the “Employee”).

SECOND AMENDMENT TO THE AMENDED AND RESTATED WILSON BANK AND TRUST EXECUTIVE SALARY CONTINUATION AGREEMENT
Wilson Bank and Trust Executive • September 30th, 2016 • Wilson Bank Holding Co • National commercial banks

WHEREAS, Wilson Bank and Trust (the “Bank”) and Gary D. Whitaker, (the “Executive”) previously entered into the Amended and Restated Wilson Bank and Trust Executive Salary Continuation Agreement (the “Agreement”), originally effective as of March 1, 1998; and

WILSON BANK & TRUST EXECUTIVE SURVIVOR INCOME AGREEMENT
Executive Survivor Income Agreement • April 18th, 2014 • Wilson Bank Holding Co • National commercial banks • Tennessee

THIS EXECUTIVE SURVIVOR INCOME AGREEMENT is made this 14th day of April, 2014, by and between Wilson Bank & Trust with its main office in Lebanon, Tennessee, (“Bank”), and John McDearman (“Executive”).

WILSON BANK HOLDING COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT (Directors)
Non-Qualified Stock Option Agreement • September 30th, 2016 • Wilson Bank Holding Co • National commercial banks • Tennessee

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this day of , 20 (the “Grant Date”), by and between Wilson Bank Holding Company, a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company Amended and Restated 2016 Equity Incentive Plan (the “Plan”).

WILSON BANK AND TRUST EXECUTIVE SALARY CONTINUATION AGREEMENT
Wilson Bank and Trust Executive Salary Continuation Agreement • January 6th, 2009 • Wilson Bank Holding Co • National commercial banks • Tennessee

THIS AGREEMENT, made and entered into this 28 day of July, 2006, by and between Wilson Bank and Trust, a Tennessee commercial bank organized and existing under the laws of the State of Tennessee (hereinafter referred to as the “Bank”), and John C. McDearman, III an Executive of the Bank (hereinafter referred to as the “Executive”).

WITNESSETH:
Wilson Bank and Trust Executive • April 2nd, 2001 • Wilson Bank Holding Co • National commercial banks • Tennessee
AMENDMENT TO THE WILSON BANK AND TRUST AMENDED AND RESTATED LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT DATED OCTOBER 7, 2002
Split Dollar Agreement • November 29th, 2012 • Wilson Bank Holding Co • National commercial banks

This Amendment, made and entered into this 21 day of August, 2003, by and between Wilson Bank and Trust, a Bank organized and existing under the laws of the State of Tennessee, hereinafter referred to as the, “Bank”, and Lisa Pominski, a Key Employee and Executive of the Bank, hereinafter referred to as the, “Executive”, shall effectively amend the Wilson Bank and Trust Amended and Restated Life Insurance Endorsement Method Split Dollar Agreement dated October 7, 2002, as specifically set forth herein pursuant to Paragraph XVI of said Agreement. Said Agreement shall be amended as follows:

SECOND AMENDMENT TO THE WILSON BANK AND TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT IMPLEMENTED NOVEMBER 23, 2012
Supplemental Executive Retirement Plan Agreement • November 9th, 2020 • Wilson Bank Holding Co • National commercial banks

WHEREAS, Wilson Bank and Trust (the "Bank") and Clark Oakley, (the "Executive") previously entered into the Wilson Bank and Trust Supplemental Executive Retirement Plan Agreement (the "Agreement"), originally effective as of November 23, 2012; and

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THIRD AMENDMENT TO THE WILSON BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN MADE EFFECTIVE MAY 22, 2015
Wilson Bank Holding Co • November 30th, 2021 • National commercial banks

This Third Amendment to Supplemental Executive Retirement Plan (the “Third Amendment”) is adopted this 29th day of November, 2021, by and between Wilson Bank & Trust, a Tennessee corporation (the “Bank”) and Lisa Pominski (the “Executive”).

WILSON BANK HOLDING COMPANY NON-QUALIFIED STOCK OPTION AGREEMENT (Officers and Employees)
Non-Qualified Stock Option Agreement • September 30th, 2016 • Wilson Bank Holding Co • National commercial banks • Tennessee

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this day of , 20 (the “Grant Date”), by and between Wilson Bank Holding Company a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company Amended and Restated 2016 Equity Incentive Plan (the “Plan”).

FIRST AMENDMENT TO THE WILSON BANK AND TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT IMPLEMENTED MAY 22, 2015
Supplemental Executive Retirement Plan Agreement • November 9th, 2020 • Wilson Bank Holding Co • National commercial banks

WHEREAS, Wilson Bank and Trust (the "Bank") and John Foster, (the "Executive") previously entered into the Wilson Bank and Trust Supplemental Executive Retirement Plan Agreement (the "Agreement"), originally effective as of May 22nd, 2015; and

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Method Split Dollar Plan • November 29th, 2012 • Wilson Bank Holding Co • National commercial banks • Tennessee

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

SECOND AMENDMENT TO THE WILSON BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN MADE EFFECTIVE MAY 22, 2015
Second Amendment • March 12th, 2021 • Wilson Bank Holding Co • National commercial banks

This Second Amendment is adopted this 28th day of December, 2020, by and between Wilson Bank & Trust, a Tennessee corporation (the “Bank”) and Lisa Pominski (the “Executive”).

WILSON BANK HOLDING COMPANY CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT
Settled Stock Appreciation Right Agreement • September 30th, 2016 • Wilson Bank Holding Co • National commercial banks • Tennessee

THIS CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is made and entered into as of this day of , 20 (the “Grant Date”), by and between Wilson Bank Holding Company, a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company Amended and Restated 2016 Equity Incentive Plan (the “Plan”).

WILSON BANK AND TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT IMPLEMENTED NOVEMBER 23, 2012
Supplemental Executive Retirement Plan Agreement • March 8th, 2019 • Wilson Bank Holding Co • National commercial banks

WHEREAS, Wilson Bank and Trust (the “Bank”) and Clark Oakley, (the “Executive”) previously entered into the Wilson Bank and Trust Supplemental Executive Retirement Plan Agreement (the “Agreement”), originally effective as of November 23, 2012; and

WILSON BANK & TRUST Amendment to the Executive Survivor Income Agreement
Income Agreement • February 28th, 2024 • Wilson Bank Holding Co • National commercial banks

This Amendment to the Executive Survivor Income Agreement is made this 14th day of September, 2021, by and between Wilson Bank & Trust with its main office in Lebanon, Tennessee, (“Bank”), and Taylor Walker (“Executive”).

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Agreement • March 8th, 2019 • Wilson Bank Holding Co • National commercial banks • Tennessee

This Agreement shall constitute the entire agreement of the parties pertaining to this particular Life Insurance Endorsement Method Split Dollar Plan Agreement.

WILSON BANK & TRUST EXECUTIVE SURVIVOR INCOME AGREEMENT
Executive Survivor Income Agreement • April 18th, 2014 • Wilson Bank Holding Co • National commercial banks • Tennessee

THIS EXECUTIVE SURVIVOR INCOME AGREEMENT is made this 14th day of April, 2014, by and between Wilson Bank & Trust with its main office in Lebanon, Tennessee, (“Bank”), and Gary Whitaker (“Executive”).

FIRST AMENDMENT TO THE WILSON BANK AND TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT IMPLEMENTED MAY 22, 2015
Supplemental Executive Retirement Plan Agreement • November 9th, 2020 • Wilson Bank Holding Co • National commercial banks

WHEREAS, Wilson Bank and Trust (the "Bank") and Lisa Pominski, (the "Executive") previously entered into the Wilson Bank and Trust Supplemental Executive Retirement Plan Agreement (the "Agreement"), originally effective as of May 22nd, 2015; and

SECOND AMENDMENT TO THE WILSON BANK AND TRUST EXECUTIVE SALARY CONTINUATION AGREEMENT
Wilson Bank and Trust • September 30th, 2016 • Wilson Bank Holding Co • National commercial banks

WHEREAS, Wilson Bank and Trust (the “Bank”) and John C. McDearman, (the “Executive”) previously entered into the Wilson Bank and Trust Executive Salary Continuation Agreement (the “Agreement”), originally effective as of January 1, 2006; and

WILSON BANK HOLDING COMPANY CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT (Officers and Employees)
Stock Appreciation Right Agreement • September 30th, 2016 • Wilson Bank Holding Co • National commercial banks • Tennessee

THIS CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is made and entered into as of this day of , 20 (the “Grant Date”), by and between Wilson Bank Holding Company, a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company Amended and Restated 2016 Equity Incentive Plan (the “Plan”).

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