Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the pending merger (the "Merger") of Fauquier Bankshares,
Inc. (the "Company") and Virginia National Bankshares Corporation ("Virginia
National"), in which the Company will merge with and into Virginia National with
Virginia National surviving the Merger, on March 25, 2021 the Compensation
Committee (the "Committee") of the Board of Directors of Fauquier Bankshares,
Inc. (the "Company") approved the termination of the Company's Stock Incentive
Plan and the Company's Amended and Restated Stock Incentive Plan effective as of
the effective time of the Merger.
Also on March 25, 2021, in connection with the Merger, the Committee approved
the unilateral termination of the Supplemental Executive Retirement Plan
Agreement for Chip S. Register, the Company's Executive Vice President and Chief
Operating Officer, the Supplemental Executive Retirement Plan Agreement for
Christine E. Headly, the Company's Executive Vice President and Chief Financial
Officer, and the Amendment and Restated Fauquier Bankshares, Inc. Supplemental
Executive Retirement Plan, including the participation agreement for Marc J.
Bogan, the Company's President and Chief Executive Officer. In connection with
these terminations, and the liquidation and settlement of each participant's
benefits under the terminated supplemental executive retirement plans, the
Company will pay to Mr. Bogan, Ms. Headly, and Mr. Register the following lump
sum amounts prior to the effective time of the Merger: Mr. Bogan - $1,850,000
(which is subject to reduction under Section 280G of the Internal Revenue Code);
Ms. Headly - $150,000; and Mr. Register - $150,000. These lump sum payments may
be reduced for any applicable tax withholdings.
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