Access National Corporation (NASDAQ:ANCX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 30, 2018, Access National Bank (the “Bank”), the wholly-owned subsidiary of Access National Corporation (the “Corporation”), entered into an employment agreement with Mark D. Moore, as President of the Bank (the “Agreement”), effective as of April 1, 2018.

The Agreement provides for an initial three-year term ending April 1, 2021. If not previously terminated, the Agreement will automatically renew for up to two additional one-year terms on April 1, 2021 and 2022, respectively, unless either party gives written notice of non-renewal at least 60 days prior to the renewal date. The Agreement will not be renewed beyond April 1, 2023.

Under the Agreement, Mr. Moore’s base salary will be at least $315,000. He will be eligible to participate in any annual incentive applicable to Bank executives and to receive equity-based awards granted under any equity plan established by the Corporation, in accordance with the terms and conditions of such plans. The Agreement requires Mr. Moore to maintain a minimum ownership position in the Corporation’s common stock of no less than 1.0x his base salary.

Under the Agreement, if Mr. Moore’s employment is terminated by the Bank with or without “Cause” (as defined in the Agreement) or he resigns for “Good Reason” (as defined in the Agreement), he will be entitled to receive a severance payment equal to 1.0x his average compensation reported in Box 1 of Form W-2 for the three calendar years preceding the year of termination, payable over 12 months. Mr. Moore will also be entitled to a lump sum payment of any unpaid salary through the date of termination and any incentive or annual bonus compensation earned during the calendar year preceding the year of termination but not yet paid, any benefits or awards vested, due and owing to the terms of any other plans, policies or programs, payable when otherwise due (the “accrued obligations”) and continued Bank-paid medical, dental and vision insurance coverage for 12 months (or the equivalent).

Mr. Moore will be entitled to the same severance payments and benefits, under the same conditions, in the event his employment is terminated without Cause or he resigns for Good Reason following a Change of Control (as defined in the Agreement). The Agreement provides that, in the event of a Change of Control, any severance payments or benefits to be paid to the Agreement will be limited (or cutback) to one dollar less than the maximum amount deductible under Section 280G of the Internal Revenue Code.

The Agreement also provides for customary business protection covenants, including confidentiality, non-competition, non-solicitation and non-piracy provisions. Except for the accrued obligations, payment of the severance and benefits discussed above is contingent on Mr. Moore’s signing and not revoking a release and waiver of claims and upon his compliance with such covenants.

The full text of Mr. Moore’s employment agreement is incorporated herein by reference to Exhibit 10.23 to Form 10-K filed April 5, 2018.

About Access National Corporation (NASDAQ:ANCX)

Access National Corporation is a bank holding company. The Company operates through its subsidiary, Access National Bank (the Bank). The Bank provides credit, deposit, mortgage services and wealth management services to middle market commercial businesses and associated professionals, primarily in the Washington, District of Columbia Metropolitan Area. The Bank offers a range of financial services and products, and specializes in providing customized financial services to small and medium sized businesses, professionals and associated individuals. The Company operates through three segments: traditional commercial banking, mortgage banking and wealth management. Its commercial banking segment includes loans, investment securities and deposit services. Its mortgage banking segment includes mortgage loans held for sale, sales of loans in the secondary mortgage market and loan origination. Its wealth management segment includes portfolio asset management.