Item. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) EffectiveJanuary 23, 2020 , the Boards of Directors ofRed River Bancshares, Inc. (the "Company") and its wholly owned subsidiary,Red River Bank (the "Bank") amended and restated theRed River Bancshares, Inc. andRed River Bank Director Compensation Program (the "Prior Program"). Under the terms of the Prior Program, directors of the Company and the Bank had the ability to defer their board and committee fees pursuant to the terms of theRed River Bancshares, Inc. and Subsidiaries Deferred Compensation Plan for Directors and Senior Management Employees ofRed River Bancshares, Inc. and Subsidiaries (the "Deferred Compensation Plan"). EffectiveJuly 30, 2019 , the Deferred Compensation Plan was amended and restated to limit participation to non-employee directors of the Company and its subsidiaries, and effectiveJuly 31, 2019 , that plan was terminated, with the effect that non-employee directors of the Company and the Bank are no longer eligible to participate in the Company's deferred compensation program afterJuly 31, 2019 . In light of theJuly 31, 2019 termination of the Company's Deferred Compensation Plan, the Prior Program has been amended for the purpose of eliminating certain provisions relating to a director's ability to defer board and committee fees. The Prior Program has also been amended to incorporate an annual retainer, which has been approved by the Company's Compensation Committee and which is now payable to non-employee directors of the Company and the Bank subject to the terms of theRed River Bancshares, Inc. and Red River Bank Amended and Restated Director Compensation Program (the "Restated Program"). Under the terms of the Restated Program, the Company's and the Bank's non-employee directors continue to be eligible to receive cash fees as compensation for their attendance at certain meetings of the Boards of Directors of the Company and the Bank, as applicable, and for attendance at meetings of certain committees of the Boards of Directors of the Company and the Bank, as applicable. Pursuant to the terms of the Restated Program, the non-employee directors of the Company and the Bank continue to be eligible to elect to receive payment of fees attributable to their attendance at certain meetings of the Boards of Directors of the Company and the Bank, as applicable, in the form of shares of Company common stock. Under the terms of the Restated Program, the number of shares of Company common stock to be received by any director making such an election will be calculated by dividing the accrued balance of the board fees payable to the director by the closing sales price of a share of the Company's common stock as quoted on theNasdaq Stock Market on the date of issuance (or in the absence of an established market for such shares, the fair market value as may be determined in good faith by the Company's Board of Directors). The Restated Program will continue to be administered by the Board of Directors of the Company. The Boards of Directors of the Company and the Bank may amend or terminate the Restated Program at any time. Item. 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K.
Exhibit Number Description of ExhibitRed River Bancshares, Inc. and Red River Bank Amended and Restated 10.1 Director Compensation Program
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