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

On December 5, 2016, Village Bank and Trust Financial Corp. (the
Company) announced several leadership promotions and changes,
including the promotion of Jay Hendricks, age 53, to Chief Risk
Officer and Chief Operating Officer of the Companys wholly owned
subsidiary, Village Bank (the Bank), effective December 5, 2016.
In this capacity, he will continue to carry an Executive Vice
President title and serve as the most senior credit officer of
the Bank, but the new title acknowledges his recently expanded
leadership role for enterprise risk management and operations. A
copy of the press release is attached as Exhibit 99.1 to this
report and is incorporated by reference into this Item 5.02.

Mr. Hendricks has served as Executive Vice President and Chief
Credit Officer of the Bank since March 1, 2014 and as Director of
Special Assets since September 2013. Prior to that, Mr. Hendricks
served at SunTrust Bank as the Senior Vice President and Mortgage
Chief Operational Risk Officer from December 2012 to April 2013,
as Senior Vice President and Consumer Banking Chief Operational
Risk Officer from November 2009 to December 2012, and as Senior
Vice President and Consumer Lending Credit and Compliance Risk
Officer from August 1999 to November 2009. Mr. Hendricks has over
30 years of banking industry experience.

Mr. Hendricks continues to be employed under an employment
agreement with the Company entered into on April 5, 2016 for an
initial term that will expire on March31, 2019. The agreement
will automatically extend for an additional 12 months on March
31, 2019, and on each March 31st thereafter, unless either party
gives notice of nonrenewal at least 90 days prior to the
expiration of the then current term. Under the terms of the
agreement, Mr. Hendricks is entitled to receive an annual base
salary plus cash bonuses and stock-based awards in such amounts
as may be determined by the Companys or the Banks board of
directors in accordance with the terms and conditions of the
applicable incentive plans in effect for senior executives of the
Company and the Bank. Mr. Hendricks is also entitled to
participate in the Village Bank Supplemental Executive Retirement
Plan. Additionally, the agreement provides for payments to Mr.
Hendricks if he is terminated without Cause (as defined in the
agreement) or following a Change in Control (as defined in the
agreement) if he is terminated by the Bank without Cause, he
terminates his employment for Good Reason (as defined in the
agreement), or the Bank fails to renew his agreement. A more
detailed description and copy of the employment agreement is
included in the Current Report on Form 8-K filed by the Company
on April 5, 2016.

About VILLAGE BANK AND TRUST FINANCIAL CORP. (NASDAQ:VBFC)