FIRST NATIONAL CORPORATION (OTCMKTS:FXNC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FIRST NATIONAL CORPORATION (OTCMKTS:FXNC) 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

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

First Bank (the “Bank”), a wholly-owned subsidiary of First National Corporation (the “Company”), entered into a supplemental executive retirement plan and participation agreement with each of Scott C. Harvard, Dennis A. Dysart and M. Shane Bell as described below.

The full text of the supplemental executive retirement plan is attached as Exhibit 10.1 to this report and is incorporated by reference into this Item 5.02.

Supplemental Executive Retirement Plan with Scott C. Harvard

On March 15, 2019, the Bank entered into a supplemental executive retirement plan (the “Harvard Plan”) for the benefit of Scott C. Harvard, the Bank’s Chief Executive Officer.

The Harvard Plan provides for a normal retirement benefit of $66,667 per year, payable in 180 monthly installments, beginning upon Mr. Harvard’s separation from service at or after age sixty-eight (68). In the event of Mr. Harvard’s voluntary or involuntary separation from service prior to age sixty-eight (68), he will be entitled to receive the portion of such benefit that has been accrued at that time.

In addition, the Harvard Plan provides that Mr. Harvard will be entitled to the present value of his normal retirement benefit upon his separation from service within two (2) years of a “Change in Control” (as defined in the Harvard Plan).

The Harvard Plan contains restrictive covenants relating to non-competition and non-solicitation that continue generally for a period of 24 months following his separation from service. Mr. Harvard will forfeit benefits under the Harvard Plan if he breaches any of these covenants. In addition, if Mr. Harvard is terminated by the Bank for “Cause,” the Harvard Plan will terminate and no benefits will be payable under thereunder.

The full text of the Harvard Plan is attached as Exhibit 10.2 to this report and is incorporated by reference into this Item 5.02.

Supplemental Executive Retirement Plan with Dennis A. Dysart

On March 15, 2019, the Bank entered into a supplemental executive retirement plan (the “Dysart Plan”) for the benefit of Dennis A. Dysart, the Bank’s President and Chief Operating Officer.

The Dysart Plan provides for a normal retirement benefit of $70,103 per year, payable in 180 monthly installments, beginning upon Mr. Dysart’s separation from service at or after age sixty-five (65). In the event of Mr. Dysart’s early retirement at or after age sixty (60), he will be entitled to receive the portion of such benefit that has been accrued at that time, annuitized and payable in 180 monthly installments beginning upon his separation from service. In the event of his voluntary or involuntary separation from service prior to age sixty (60), he will be entitled to receive a lump sum payment equal to the portion of his normal retirement benefit that has been accrued at that time.

In addition, the Dysart Plan provides that Mr. Dysart will be entitled to the present value of his normal retirement benefit upon his separation from service within two (2) years of a “Change in Control” (as defined in the Dysart Plan).

The Dysart Plan contains restrictive covenants relating to non-competition and non-solicitation that continue generally for a period of 24 months following his separation from service. Mr. Dysart will forfeit benefits under the Dysart Plan if he breaches any of these covenants. In addition, if Mr. Dysart is terminated by the Bank for “Cause,” the Dysart Plan will terminate and no benefits will be payable under thereunder.

The full text of the Dysart Plan is attached as Exhibit 10.3 to this report and is incorporated by reference into this Item 5.02.

Supplemental Executive Retirement Plan with M. Shane Bell

On March 15, 2019, the Bank entered into a supplemental executive retirement plan (the “Bell Plan”) for the benefit of M. Shane Bell, the Bank’s Executive Vice President and Chief Financial Officer.

The Bell Plan provides for a normal retirement benefit of $64,926 per year, payable in 180 monthly installments, beginning upon Mr. Bell’s separation from service at age sixty-five (65). In the event of Mr. Bell’s’s early retirement at or after age sixty (60), he will be entitled to receive the portion of such benefit that has been accrued at that time, annuitized and payable in 180 monthly installments beginning upon his separation from service. In the event of his voluntary or involuntary separation from service prior to age sixty (60), he will be entitled to receive a lump sum payment equal to the portion of his normal retirement benefit that has been accrued at that time.

In addition, the Bell Plan provides that Mr. Bell will be entitled to the present value of his normal retirement benefit upon his separation from service within two (2) years of a “Change in Control” (as defined in the Bell Plan).

The Bell Plan contains restrictive covenants relating to non-competition and non-solicitation that continue generally for a period of 24 months following his separation from service. Mr. Bell will forfeit benefits under the Bell Plan if he breaches any of these covenants. In addition, if Mr. Bell is terminated by the Bank for “Cause,” the Bell Plan will terminate and no benefits will be payable under thereunder.

The full text of the Bell Plan is attached as Exhibit 10.4 to this report and is incorporated by reference into this Item 5.02.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.Description

10.1Supplemental Executive Retirement Plan
10.2Supplemental Executive Retirement Plan, dated March 15, 2019, for the benefit of Scott C. Harvard.
10.3Supplemental Executive Retirement Plan, dated March 15, 2019, for the benefit of Dennis A. Dysart.
10.4Supplemental Executive Retirement Plan, dated March 15, 2019, for the benefit of M. Shane Bell.

FIRST NATIONAL CORP /VA/ Exhibit
EX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1FIRST BANKSUPPLEMENTAL EXECUTIVERETIREMENT PLANEffective March 1,…
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About FIRST NATIONAL CORPORATION (OTCMKTS:FXNC)

First National Corporation is a bank holding company of First Bank (the Bank). The Bank is a commercial bank, which provides loan, deposit, wealth management and other products and services in the Shenandoah Valley and central regions of Virginia. Loan products and services include personal loans, residential mortgages, home equity loans and commercial loans. Deposit products and services include checking, savings, negotiable order of withdrawal (NOW) accounts, money market accounts, individual retirement accounts, certificates of deposit and cash management accounts. The Bank offers other services, including Internet banking, mobile banking, remote deposit capture and other traditional banking services. The Bank’s wealth management department offers estate planning, investment management of assets, trustee under an agreement, trustee under a will, individual retirement accounts and estate settlement.

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