Union Bankshares Corporation (NASDAQ:UBSH) 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 June 5, 2017, Union Bankshares Corporation (the Company)
announced that D. Anthony Peay, Executive Vice President and
Chief Banking Officer of the Company and Union Bank Trust (the
Bank), the Companys bank subsidiary, will retire effective as of
August 31, 2017 (the Retirement Date). A copy of the press
release is attached hereto as Exhibit 99.1.
On June 5, 2017, the Company and Mr. Peay entered into a
Severance Agreement and Release of Claims (the Agreement)
regarding Mr. Peays planned retirement. to the Agreement, Mr.
Peay will continue to serve as an executive officer of the
Company and the Bank until the Retirement Date. Jon Wallace, the
Banks Fredericksburg Regional President, will lead Unions
Commercial, Treasury and Dealer Finance teams following Mr. Peays
retirement. Mr. Peay will receive the following severance
benefits to the Agreement, subject to the conditions and
requirements of Section 4(f) of the Amended and Restated
Employment Agreement between Mr. Peay and the Company dated as of
May 1, 2006 and amended as of December 31, 2008 (the Employment
Agreement):
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Mr. Peay will continue to receive his annual base salary, as of the Retirement Date, for a period of two (2) years from the Retirement Date, paid on the same periodic dates as such salary payments would have been made had his employment not terminated, and subject to customary withholdings; provided, that as a Key Employee, payments of any amounts otherwise due during the six (6) month period measured from the Retirement Date (the 409A Deferral Period) shall be paid as a single lump sum on the first day following the close of the 409A Deferral Period. |
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Certain unvested restricted stock awards granted to Mr. Peay and specified in the Agreement will accelerate and vest on the Retirement Date. |
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Outstanding stock options granted to Mr. Peay, which are already fully vested, may be exercised for up to three months following the Retirement Date, after which time they will be cancelled. |
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Mr. Peay will be eligible to receive a payout of certain performance share units granted to Mr. Peay, as specified in the Agreement. The payout, if any, will be pro-rated and based on actual performance during the applicable performance period, as certified following each applicable performance period. |
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Mr. Peay will be eligible to receive the cash award under the Companys 2017 Management Incentive Plan based solely on achievement of the corporate financial metric goals in the plan for the calendar year ended December 31, 2017. The award, if any, will be pro-rated based on service from January 1, 2017 through the Retirement Date. |
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Certain of Mr. Peays split dollar life insurance agreements, entered into to the Companys Split Dollar Life Insurance Plan, will remain in full force and effect until the death benefits are paid to his beneficiaries under such agreements. |
| Mr. Peay will receive ownership of his Company vehicle. |
Mr. Peays right to these benefits is subject to his continued
compliance with the non-competition and non-solicitation
covenants in the Employment Agreement, which apply for one (1)
year following the Retirement Date, as well as the
confidentiality provisions provided in the Employment Agreement
and in the Agreement. Mr. Peay also continues to be subject to
certain obligations under the Employment Agreement and the
Amended and Restated Management Continuity Agreement between Mr.
Peay and the Company dated as of November 21, 2000 and amended as
of December 31, 2008.
The above description of the Agreement is qualified in its
entirety by reference to the Agreement, a copy of which is
attached hereto as Exhibit 10.31.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are filed herewith:
| ExhibitNo. | DescriptionofExhibit | |
| 10.31 |
Severance Agreement and Release of Claims, dated June 5, 2017, by and between Union Bankshares Corporation and Union Bank Trust, and D. Anthony Peay. |
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| 99.1 | Press release, dated June 5, 2017. |
About Union Bankshares Corporation (NASDAQ:UBSH)
Union Bankshares Corporation, formerly Union First Market Bankshares Corporation, is a financial holding company and a bank holding company. The Company offers financial services through its community bank subsidiary, Union Bank & Trust and three non-bank financial services affiliates. The Company’s non-bank financial services affiliates are Union Mortgage Group, Inc. (UMG), Union Investment Services, Inc. and Union Insurance Group, LLC. The Company operates through two segments: its traditional full service community banking business and its mortgage banking business. The community bank segment includes one subsidiary bank, which provides loan, deposit, investment and trust services to retail and commercial customers throughout its over 131 retail locations in Virginia. The mortgage segment includes UMG, which provides a range of mortgage loan products in Virginia, North Carolina, South Carolina, Maryland, and the Washington D.C. metro area.
