Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On October 18, 2022, F&M Bank Corp. (the "Company") appointed Lisa F. Campbell as Executive Vice President and Chief Financial Officer of the Company and its wholly-owned subsidiary, Farmers & Merchants Bank (the "Bank"), effective immediately.

Ms. Campbell, age 54, served as Chief Financial Officer of Fidelity Bancshares (NC), Inc. and its wholly-owned subsidiary, The Fidelity Bank from August 29, 2014 to October 14, 2022. Prior to that, she served as Chief Financial Officer of Select Bancorp, Inc. and its wholly-owned subsidiary Select Bank & Trust. There is no family relationship between Ms. Campbell and any director or executive officer of the Company or the Bank.

Also on October 18, 2022, the Company, the Bank and Ms. Campbell entered into an employment agreement in connection with her appointment. The term of Ms. Campbell's employment agreement began on October 18, 2022 and will continue until December 31, 2024, unless terminated earlier in accordance with its terms. On December 31, 2023, and each December 31 thereafter, the term of her agreement shall be renewed and extended by one year, such that the extended term of her agreement on December 31, 2023 or the applicable anniversary thereof is two years, unless either Ms. Campbell or the Company gives advance notice to the other in writing. Ms. Campbell's employment agreement provides for an initial base salary of $250,000 per year. Ms. Campbell will be eligible to be receive bonuses in the discretion of the Company's Board of Directors. It is anticipated that Ms. Campbell will be provided an annual cash bonus opportunity of 25% to 35% of her base salary and an annual long-term equity or equity-based incentive award of up to 15% of her base salary. She is also entitled to a $35,000 relocation and signing bonus, customary business expense reimbursement and other benefits, and to participate in the Company's employee benefit plans and programs for which she is or will be eligible.

Ms. Campbell's employment agreement provides for the termination of Ms. Campbell's employment by the Company without "Cause" or by her for "Good Reason" in the absence of a "Change of Control" (as those terms are defined in the agreement). In such cases, Ms. Campbell will be entitled to receive (i) her then-current base salary for the greater of the remainder of the term or 12 months, (ii) any bonus or other short-term incentive compensation earned, but not yet paid, for prior years and (iii) a welfare continuance benefit in an amount equal to 12 times the excess of COBRA premiums that would apply as of Ms. Campbell's date of termination for continued health, dental and vision coverage, if COBRA continuation were elected for such coverage, over the amount that she paid for such coverage immediately before her termination of employment. Ms. Cambell's employment agreement also provides for the termination of Ms. Campbell's employment by the Company following a "Change of Control" or by her for "Good Reason" following a "Change of Control." In such cases, Ms. Campbell will be entitled to receive, among other things, a lump sum amount equal to (i) the welfare continuance benefit described above, substituting 24 for 12 and (ii) 2.99 times the sum of her base salary and the greater of her target annual bonus or actual annual bonus for the most recent year.

Ms. Campbell will not be entitled to any compensation or other benefits under her employment agreement if her employment is terminated upon her death, by the Company for "Cause," or by her in the absence of "Good Reason."

Ms. Campbell's 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 18 months following the last day of Ms. Campbell's employment.

The foregoing summary of Ms. Campbell's employment agreement does not purport to be complete and is qualified in its entirety by reference to the full text of her employment agreement, which is attached as Exhibit 10.1 to this report and incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No. Description
10.1        Employment Agreement, dated October 18, 2022, by and between
            F&M Bank Corp., Farmers & Merchants Bank, and Lisa F. Campbell.
10.4        Cover Page Interactive Data File (embedded within the Inline
            XBRL document).

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