First United Corporation (NASDAQ:FUNC) 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.

First United Bank & Trust (the “Bank”), a subsidiary of First United Corporation (the “Corporation”), maintains the First United Bank & Trust Supplemental Executive Retirement Plan for executive officers of the Bank who are designated for participation by the compensation committee of the Bank’s board of directors. This plan contemplates that participation and the benefits to be paid thereunder will be evidenced by a participation agreement between the Bank and each participating executive officer. Following the plan’s adoption, the Bank entered into a participation agreement (an “Original Agreement”) with each of Carissa L. Rodeheaver, who is the Chairman, Chief Executive Officer and President of the Bank and the Corporation, and Jason B. Rush, who is the Bank’s Senior Vice President and Chief Operating Officer. Each Original Agreement provides for the payment of a cash benefit following the officer’s Separation from Service (as defined therein) from the Bank, which benefit is to be calculated based on the officer’s “Final Pay” as that term is defined therein. The material terms of this plan and the Original Agreements are summarized on page 21 of the Corporation’s definitive proxy statement on Schedule 14A for the 2018 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 20, 2018, under the heading, “Supplemental Executive Retirement Plan”.

In December 2019, the Bank’s board of directors amended and restated the plan to change its name to “First United Bank & Trust Defined Benefit Supplemental Executive Retirement Plan” (as amended and restated, the “Plan”). In connection therewith, on February 1, 2019, Ms. Rodeheaver and Mr. Rush agreed with the Bank to amend and restate their respective Original Agreements (each, as amended and restated, an “Amended Agreement”). In addition to amendments related to the Plan’s name change, the Amended Agreements effected one material amendment to the Original Agreements; specifically, a change in the meaning of “Final Pay”.

Each Original Agreement defined “Final Pay” as the average of the three highest amounts of annual cash compensation actually paid to the officer over the five years preceding the year in which his or her Separation from Service occurs, with “cash compensation” defined as the annual base salary plus any cash bonus or cash incentive compensation actually paid to the officer for each relevant calendar year. The Amended Agreements eliminated the concept of average cash compensation and eliminated the bonus and incentive compensation components. As amended, the term “Final Pay” is now defined as: “an amount equal to the Participant’s annual base salary rate immediately prior to the Participant’s Separation from Service.”

The foregoing information relating to the Plan and the material amendment to the Original Agreements is intended only as a summary and is qualified in its entirety by reference to the terms of the Plan and the Amended Agreements. Copies of the Plan and the form of Amended Agreement are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

The exhibits filed or furnished with this report are listed in the following Exhibit Index:

FIRST UNITED CORP/MD/ Exhibit
EX-10.1 2 tv512010_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1   First United Bank & Trust amended and restated Defined Benefit Supplemental Executive Retirement Plan   RECITALS:   WHEREAS,…
To view the full exhibit click here

About First United Corporation (NASDAQ:FUNC)

First United Corporation is a bank holding company. The Company’s primary business is serving as the parent company of First United Bank & Trust (the Bank), First United Statutory Trust I, First United Statutory Trust II and First United Statutory Trust III. It operates through community banking segment. The Bank is an independent community bank providing a range of retail and commercial banking services to businesses and individuals in its market areas. The Bank offers a range of services, such as checking, savings, money market deposit accounts, and certificates of deposit, business loans, personal loans, mortgage loans, lines of credit, and consumer-oriented retirement accounts including individual retirement accounts (IRAs) and employee benefit accounts. In addition, the Bank provides full brokerage services. The Bank also provides safe deposit and night depository facilities, insurance products and trust services.