VILLAGE BANK AND TRUST FINANCIAL CORP. (NASDAQ:VBFC) 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 January 6, 2017, Village Bank and Trust Financial Corp. (the
Company) entered into an employment agreement with C. Harril
Whitehurst, Jr. who is Executive Vice President and Chief
Financial Officer of the Company. The term of the agreement will
end on January 6, 2019. to the agreement, Mr. Whitehurst is
entitled to receive an annual base salary of not less than
$186,000. The Companys Board of Directors or Compensation
Committee will review his base salary at least annually and may
make adjustments in its discretion. Mr. Whitehurst is entitled to
cash bonuses and stock-based awards in such amounts as may be
determined by the Companys Board of Directors or Compensation
Committee in accordance with the terms and conditions of the
applicable incentive plans in effect for senior executives of the
Company. Mr. Whitehurst will maintain his status in the Village
Bank Supplemental Executive Retirement Plan under which he has
fully met the vesting requirements for his benefits with an
annual benefit of $25,000 for 15 years.
If Mr. Whitehurst is terminated without Cause (as defined in the
agreement) or resigns for Good Reason (as defined in the
agreement), he will be paid for 12 months following his
termination the sum of (i) his annual base salary as of the date
of termination plus (ii) the highest annual bonus paid or payable
for the two most recently completed years. Such severance benefit
is contingent upon Mr. Whitehurst signing a customary release and
waiver of claims in favor of the Company. As defined in the
agreement, the term Cause includes, among other things, a
material failure to perform his duties, unlawful or unethical
business conduct, dishonesty, a willful violation of any law,
rule or regulation (other than traffic violations or similar
offenses), a material violation of the Companys work rules, code
of ethics or policies, or a material breach of the agreement. As
defined in the agreement, the term Good Reason includes, among
other things, a material change in Mr. Whitehursts duties or
authority, a change in his title, or a reduction in his salary or
benefits.
If, within 24 months following a Change of Control (as defined in
the agreement) of the Company, he is terminated by the Company
without Cause, he terminates his employment for Good Reason or
the Company fails to renew his agreement, he will be paid a lump
sum cash payment equal to the sum of (i) his annual base salary
as of the date of termination plus (ii) the highest annual bonus
paid or payable for the two most recently completed years. Such
change of control benefit is contingent upon Mr. Whitehurst
signing a customary release and waiver of claims in favor of the
Company. As defined in the agreement, the term Change of Control
includes, among other things, a sale of securities of the Company
representing at least 50% of the Companys outstanding shares or
voting power, certain merger transactions, and a sale of all or
substantially all of the Companys assets.
The foregoing summary description is qualified in its entirety by
reference to the agreement, a copy of which is attached to this
report as Exhibit 10.1, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibit.
The following exhibit is filed herewith:
| Exhibit No. | Description of Exhibit |
| 10.1 |
Employment Agreement, dated January 6, 2017, by and between Village Bank and Trust Financial Corp. and C. Harril Whitehurst, Jr. |
About VILLAGE BANK AND TRUST FINANCIAL CORP. (NASDAQ:VBFC)
Village Bank and Trust Financial Corp. is a bank holding company. The Company has three active subsidiaries: Village Bank (the Bank), Southern Community Financial Capital Trust I and Village Financial Statutory Trust II. The Bank has one active subsidiary: Village Bank Mortgage Corporation (the mortgage company), which is a full service mortgage banking company. The Company is the holding company of and successor to the Bank. The Bank is the primary operating business of the Company. The Bank offers a range of banking and related financial services, including checking, savings, certificates of deposit and other depository services, and commercial, real estate and consumer loans, primarily in the Richmond, Virginia 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 individuals. The Bank conducts business from over 10 branch banking offices. VILLAGE BANK AND TRUST FINANCIAL CORP. (NASDAQ:VBFC) Recent Trading Information
VILLAGE BANK AND TRUST FINANCIAL CORP. (NASDAQ:VBFC) closed its last trading session 00.00 at 28.15 with 583 shares trading hands.
