Unassociated Document
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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July
6, 2009
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Date
of Report (Date of earliest event reported)
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FIRST
COMMUNITY BANCSHARES, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-19297
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55-0694814
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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P.O.
Box 989
Bluefield,
Virginia
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24605-0989
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(Address
of principal executive offices)
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(Zip
Code)
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(276)
326-9000
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(Registrant’s
telephone number, including area code)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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As
previously disclosed, First Community Bancshares, Inc. (the “Company”) entered
into amended and restated employment agreements with each of Robert L. Buzzo,
Vice President of the Company and President of the Company’s wholly owned
subsidiary, First Community Bank, N.A. (the “Bank”), and E. Stephen Lilly, Chief
Operating Officer of the Company. Messrs. Buzzo’s and Lilly’s
employment agreements amend and restate their previous employment agreements
that were entered into on October 7, 2002. Messrs. Buzzo’s and
Lilly’s amended and restated employment agreements, which are filed with this
Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, do not
materially change the scope or amount of benefits these employees are entitled
to receive under their previous agreements, but may affect the time and form of
payment. These changes were made primarily to address Section 409A of
the Internal Revenue Code (the “Code”) and certain restrictions contemplated by
Section 111 of the Emergency Economic Stabilization Act of 2008, as amended
(“EESA”).
In
addition, as previously disclosed, the Bank entered into employment agreements
with each of Gary R. Mills, Chief Credit Officer of the Bank,
Martyn A. Pell, Senior Vice President – Finance of the Bank, and
Robert L. Schumacher, General Counsel of the Bank. The
employment agreements entered into with Messrs. Mills, Pell, and Schumacher are
filed with this Current Report on Form 8-K as Exhibits 10.3, 10.4 and 10.5,
respectively.
Each of
the above referenced agreements has similar material terms except as identified
below. The description of these terms in this Current Report on Form
8-K is qualified by reference to the actual employment agreements filed
herewith. The terms of employment under the agreements are generally
for a period of three-years, except that Messrs. Mills’ and Pell’s term of
employment is for two years, beginning on January 1, 2009, with annual renewals
contemplated for a rolling three-year period (two-year period for Messrs. Mills
and Pell) or until the employee’s employment is terminated by his employer or
the employee resigns. Under their respective agreements, the base
salary per year for each of Messrs. Buzzo, Lilly, Mills, Pell,
and Schumacher is $217,800, $235,000, $172,000, $115,000, and $172,000,
respectively. In addition to the terms of Messrs. Buzzo’s and Lilly’s
agreements, as indicated above, the terms of Messrs. Mills’, Pell’s,
and Schumacher’s agreements are subject to certain restrictions
of EESA.
The
agreements generally provide that the employee is eligible for the Company’s or
Bank’s, as applicable, employee benefit plans and other benefits in the same
manner as and to the same extent as the Company’s or Bank’s other members of
senior management. The agreements also provide that the employee will
generally receive severance benefits consisting of his then current salary and
benefits for a period of the greater of 30 months after termination (18
months for Messrs. Mills and Pell) or the balance of the existing employment
term if, prior to the agreement’s expiration, the employees employment is
terminated by his employer for any reason other than “cause” (as defined in the
applicable agreement) or the employee is provided notice by his employer of
nonrenewal of the agreement. If either the employee or his employer
terminates his employment due to a change in the ownership or control (as
defined in the applicable agreement) of the Company or Bank, as applicable,
within two years following such a change in ownership or control, the agreements
provide for a severance payment equal to 2.99 times current salary in the cases
of Messrs. Buzzo, Lilly and Schumacher and 2.0 times current salary in the cases
of Messrs. Mills and Pell. Payment of the employee’s severance and
post-termination benefits would, to the extent required by Section 409A of
the Code, be delayed for a period of six (6) months after termination of
employment with the Company or Bank, as applicable.
The
agreements also contain a covenant not to compete during the employee’s
employment term and for a period of thirty-six (36) months after
termination of employment as further detailed in each agreement and a
non-solicitation provision.
Item
9.01
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Financial
Statements and Exhibits
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(d)
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The
following exhibits are included with this report:
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Exhibit No.
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Exhibit Description
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10.1
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Amended
and Restated Employment Agreement dated December 16, 2008, between First
Community Bancshares, Inc. and Robert L. Buzzo.
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10.2
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Amended
and Restated Employment Agreement dated December 16, 2008, between First
Community Bancshares, Inc. and E. Stephen Lilly.
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10.3
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Employment
Agreement dated December 16, 2008, between First Community Bank, N.A. and
Gary R. Mills.
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10.4
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Employment
Agreement dated December 16, 2008, between First Community Bank, N.A. and
Martyn A. Pell.
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10.5
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Employment
Agreement dated December 16, 2008, between First Community Bank, N.A. and
Robert L. Schumacher.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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FIRST
COMMUNITY BANCSHARES, INC.
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Date:
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July
6, 2009
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By:
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/s/
David D. Brown
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David
D. Brown
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Chief
Financial Officer
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