Also pursuant to the terms of the Merger Agreement, the following directors of the Company resigned from the
Board as of the Effective Time: Robert B. Burger, Jr., Elise Peters-Carey, Kenneth E. Flynt, James E. Gander II, Mark W. Sisk, Sr., A. Pierce Stone, Malcolm R. Sullivan, Jr. and Donald R. Vaughan.
Appointment of Certain Officers
As of the Effective
Time, Mr. Greene was appointed to serve as President and Chief Operating Officer of the Company and President and Chief Executive Officer of the Bank, Judy C. Gavant was appointed to serve as Executive Vice President and Chief Financial Officer
of the Company and the Bank, C. Rodes Boyd, Jr. was appointed to serve as Executive Vice President of the Company and Executive Vice President and Chief Lending Officer of the Bank, and Susan S. Pittman was appointed to serve as Executive Vice
President, Northern Neck Market of the Bank.
Brian K. Plum, the Companys former President and Chief Executive Officer, will continue to serve as
Chief Executive Officer of the Company. Amanda G. Story, the Companys former Chief Financial Officer, will continue to serve as Chief Accounting Officer of the Company.
In connection with the officer appointments, the Company entered into employment agreements with Messrs. Greene and Boyd and Mmes. Gavant and Pittman.
Employment Agreement with Mr. Greene. Mr. Greenes employment agreement provides for a term running through the
Companys 2024 annual meeting of shareholders, unless terminated earlier in accordance with the terms of the agreement. The employment agreement provides for a minimum base salary of $492,000 per year. Mr. Greene will have the opportunity
to earn up to 30% of his base salary under a short-term incentive plan and up to 30% of his base salary under a long-term incentive plan. In addition, for 2021, Mr. Greene will receive a cash bonus of at least $50,000 in recognition of his
increased responsibility in overseeing the integration of the Company and Bay Banks and the Bank and VCB. Mr. Greene will also be provided a split dollar life insurance benefit of $2,000,000 to a beneficiary of his designation.
Mr. Greenes employment agreement provides for benefits in the event of a termination of his employment by the Company without Cause or
by him, including for Good Reason (as those terms are defined in the employment agreement). In such cases, Mr. Greene will be entitled to receive his then-current base salary for the remainder of the term of his agreement and a
welfare continuance benefit. Mr. Greenes entitlement to the foregoing severance payments is subject to his execution of a release and waiver of claims against the Company and the Bank and his compliance with the restrictive covenants
provided in his employment agreement.
Mr. Greenes employment agreement contains restrictive covenants relating to the protection of
confidential information, non-disclosure, non-competition and non-solicitation. The
non-compete and non-solicitation covenants generally continue for a period of 24 months following the expiration of the employment agreement.
Employment Agreement with Ms. Gavant. Ms. Gavants employment agreement provides for a
two-year term, unless terminated earlier in accordance with the terms of the agreement. The employment agreement provides for a minimum base salary of $260,000 per year. Ms. Gavant will have the
opportunity to earn annual cash bonus payments in such amounts and at such times as may be determined by the Board.
Ms. Gavants employment
agreement provides for benefits in the event of a termination of her employment by the Company without Cause or by her for Good Reason (as those terms are defined in the employment agreement). In such cases, Ms. Gavant
will be entitled to receive her then-current base salary for the lesser of the remainder of the term of her agreement and the period of time she has been employed by the Company and Bay Banks and a welfare continuance benefit. Ms. Gavants
entitlement to the foregoing severance payments is subject to her execution of a release and waiver of claims against the Company and the Bank and her compliance with the restrictive covenants provided in her employment agreement.
Ms. Gavants employment agreement contains restrictive covenants relating to the protection of confidential information, non-disclosure, non-competition and non-solicitation. The non-compete and non-solicitation covenants generally continue for a period of 12 months following the expiration of the employment agreement.