UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 19, 2007 |
Commission File Number: 0-15204 |
National Bankshares, Inc.
(Exact name of Registrant as specified in its charter)
Virginia |
54-1375874 |
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.) |
101 Hubbard Street
Blacksburg, VA 24060
(Address of principal executive offices)
(540) 951-6300
Registrants telephone number, including area code
Page 1 of 3 Pages
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) Amendment of Material Compensatory Plan
On December 19, 2007, the National Bank of Blacksburg (National Bank), wholly- owned subsidiary of National Bankshares, Inc. (the Company), in its own right and as successor in interest to Bank of Tazewell County by merger, entered into a first amendment of salary continuation agreements dated February 8, 2006 with James G. Rakes, Chairman, President and Chief Executive Officer of both the Company and National Bank, with J. Robert Buchanan, Treasurer of the Company and Executive Vice President and Chief Financial Officer of National Bank and with F. Brad Denardo, Corporate Officer of the Company and Executive Vice President and Chief Operating Officer of National Bank. On the same date, the Company entered into a first amendment of a salary continuation agreement with Marilyn B. Buhyoff, Secretary and Counsel of the Company, which agreement was also dated February 8, 2006.
The salary continuation agreements were amended for the purpose of bringing them into compliance with certain provisions of Section 409A of the Internal Revenue Code.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
(d) |
Exhibits |
|
10(iii)(A) |
First Amendment to The National Bank of Blacksburg Salary Continuation Agreement Dated February 8, 2006 for James G. Rakes. |
|
10(iii)(A) |
First Amendment to Bank of Tazewell County Salary Continuation Agreement Dated February 8, 2006 for J. Robert Buchanan. |
|
10(iii)(A) |
First Amendment to The National Bank of Blacksburg Salary Continuation Agreement Dated February 8, 2006 for F. Brad Denardo. |
|
10(iii)(A) |
First Amendment to National Bankshares, Inc. Salary Continuation Dated February 8, 2006 for Marilyn A. B. Buhyoff. |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Page 2 of 3 Pages
NATIONAL BANKSHARES, INC.
Date: December 19, 2007
By: /s/ JAMES G. RAKES |
James G. Rakes Chairman President and CEO |
Page 3 of 3 Pages
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
FIRST AMENDMENT
TO
BANK OF TAZEWELL COUNTY
SALARY CONTINUATION AGREEMENT
DATED FEBRUARY 8, 2006
FOR
J. ROBERT BUCHANAN
THIS FIRST AMENDMENT is adopted this _ 19th __ day of _ December ____, 200_ 7 _, effective as of January 1, 2006, by and between THE NATIONAL BANK OF BLACKSBURG, a nationally-chartered commercial bank located in Blacksburg, Virginia, successor in interest by merger to BANK OF TAZEWELL COUNTY (the Bank), and J. ROBERT BUCHANAN (the Executive).
The Bank and the Executive executed the Salary Continuation Agreement on February 8, 2006 effective as of January 1, 2006 (the Agreement).
The undersigned hereby amend the Agreement for the purpose of bringing the Agreement into compliance with Section 409A of the Internal Revenue Code. Therefore, the following changes shall be made:
Sections 2.4 and 2.4.3 of the Agreement shall be deleted in its entirety and replaced by the following:
2.4 |
Change in Control Benefit . If a Change in Control occurs, followed within twenty-four (24) months by the Executives Separation from Service, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article. |
2.4.3 |
Excess Parachute Payment Gross-up . If any benefit payable under this Agreement would create an excise tax under the excess parachute rules of Section 280G of the Code, the Bank shall pay to the Executive an additional amount (the Gross-up) equal to: |
the Executives excise penalty tax amount
divided by the sum of
(one minus the sum of the penalty tax rate plus the Executives marginal income tax rate)
The Gross-up shall be paid in the same manner and same time as the benefit which creates the gross-up.
Section 2.7 of the Agreement shall be deleted in its entirety and replaced by the following:
1
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
2.7 |
Change in Form or Timing of Distributions . All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes: |
|
(a) |
may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A and the regulations thereunder; |
|
(b) |
must, for benefits distributable under Sections 2.1, 2.2 and 2.3, be made at least twelve (12) months prior to the first scheduled distribution; |
|
(c) |
must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and |
|
(d) |
must take effect not less than twelve (12) months after the election is made. |
Section 8.3 of the Agreement shall be deleted in its entirety and replaced by the following:
8.3 |
Plan Terminations Under Section 409A . Notwithstanding anything to the contrary in Section 8.2, if this Agreement terminates in the following circumstances: |
|
(a) |
Within thirty (30) days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such terminations; |
|
(b) |
Upon the Banks dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or |
|
(c) |
Upon the Banks termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (Similar Arrangements), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; |
the Bank may distribute the actuarial equivalent of the present value of the Early Termination benefit, determined as of the date of the termination of the Agreement, to the
2
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
Executive in a lump sum subject to the above terms.
IN WITNESS OF THE ABOVE , the Bank and the Executive hereby consent to this First Amendment.
Executive: |
The National Bank of Blacksburg |
/s/ J. ROBERT BUCHANAN |
By |
/s/ JAMES G. RAKES |
J. Robert Buchanan |
Title |
Chairman, President & CEO |
3
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
FIRST AMENDMENT
TO
NATIONAL BANKSHARES, INC.
SALARY CONTINUATION AGREEMENT
DATED FEBRUARY 8, 2006
FOR
MARILYN A.B. BUHYOFF
THIS FIRST AMENDMENT is adopted this _ 19th __ day of __ December __, 200_ 7 _, effective as of January 1, 2006, by and between NATIONAL BANKSHARES, INC., a Virginia corporation located in Blacksburg, Virginia (the Corporation), and MARILYN A.B. BUHYOFF (the Executive).
The Corporation and the Executive executed the Salary Continuation Agreement on February 8, 2006 effective as of January 1, 2006 (the Agreement).
The undersigned hereby amend the Agreement for the purpose of bringing the Agreement into compliance with Section 409A of the Internal Revenue Code. Therefore, the following changes shall be made:
Sections 2.4 and 2.4.3 of the Agreement shall be deleted in its entirety and replaced by the following:
2.4 |
Change in Control Benefit . If a Change in Control occurs, followed within twenty-four (24) months by the Executives Separation from Service, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article. |
2.4.3 |
Excess Parachute Payment Gross-up . If any benefit payable under this Agreement would create an excise tax under the excess parachute rules of Section 280G of the Code, the Bank shall pay to the Executive an additional amount (the Gross-up) equal to: |
the Executives excise penalty tax amount
divided by the sum of
(one minus the sum of the penalty tax rate plus the Executives marginal income tax rate)
The Gross-up shall be paid in the same manner and same time as the benefit which creates the gross-up.
Section 2.7 of the Agreement shall be deleted in its entirety and replaced by the following:
2.7 |
Change in Form or Timing of Distributions . All changes in the form or timing of |
1
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
distributions hereunder must comply with the following requirements. The changes:
|
(a) |
may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A and the regulations thereunder; |
|
(b) |
must, for benefits distributable under Sections 2.1, 2.2 and 2.3, be made at least twelve (12) months prior to the first scheduled distribution; |
|
(c) |
must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and |
|
(d) |
must take effect not less than twelve (12) months after the election is made. |
Section 8.3 of the Agreement shall be deleted in its entirety and replaced by the following:
8.3 |
Plan Terminations Under Section 409A . Notwithstanding anything to the contrary in Section 8.2, if this Agreement terminates in the following circumstances: |
|
(a) |
Within thirty (30) days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such terminations; |
|
(b) |
Upon the Banks dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or |
|
(c) |
Upon the Banks termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (Similar Arrangements), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; |
the Bank may distribute the actuarial equivalent of the present value of the Early Termination benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.
2
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
IN WITNESS OF THE ABOVE , the Corporation and the Executive hereby consent to this First Amendment.
Executive: |
National Bankshares, Inc. |
/s/ MARILYN A. B. BUHYOFF |
By |
/s/ JAMES G. RAKES |
Marilyn A.B. Buhyoff |
Title |
Chairman, President & CEO |
3
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
FIRST AMENDMENT
TO
THE NATIONAL BANK OF BLACKSBURG
SALARY CONTINUATION AGREEMENT
DATED FEBRUARY 8, 2006
FOR
FRANK B. DENARDO
THIS FIRST AMENDMENT is adopted this _ 19th __ day of ___ December ____, 200_ 7 _, effective as of January 1, 2006, by and between THE NATIONAL BANK OF BLACKSBURG, a nationally-chartered commercial bank located in Blacksburg, Virginia (the Bank), and FRANK B. DENARDO (the Executive).
The Bank and the Executive executed the Salary Continuation Agreement on February 8, 2006 effective as of January 1, 2006 (the Agreement).
The undersigned hereby amend the Agreement for the purpose of bringing the Agreement into compliance with Section 409A of the Internal Revenue Code. Therefore, the following changes shall be made:
Sections 2.4 and 2.4.3 of the Agreement shall be deleted in its entirety and replaced by the following:
2.4 |
Change in Control Benefit . If a Change in Control occurs, followed within twenty-four (24) months by the Executives Separation from Service, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article. |
2.4.3 |
Excess Parachute Payment Gross-up . If any benefit payable under this Agreement would create an excise tax under the excess parachute rules of Section 280G of the Code, the Bank shall pay to the Executive an additional amount (the Gross-up) equal to: |
the Executives excise penalty tax amount
divided by the sum of
(one minus the sum of the penalty tax rate plus the Executives marginal income tax rate)
The Gross-up shall be paid in the same manner and same time as the benefit which creates the gross-up.
Section 2.7 of the Agreement shall be deleted in its entirety and replaced by the following:
1
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
2.7 |
Change in Form or Timing of Distributions . All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes: |
|
(a) |
may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A and the regulations thereunder; |
|
(b) |
must, for benefits distributable under Sections 2.1, 2.2 and 2.3, be made at least twelve (12) months prior to the first scheduled distribution; |
|
(c) |
must, for benefits distributable under Sections 2.1, 2.2 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and |
|
(d) |
must take effect not less than twelve (12) months after the election is made. |
Section 8.3 of the Agreement shall be deleted in its entirety and replaced by the following:
8.3 |
Plan Terminations Under Section 409A . Notwithstanding anything to the contrary in Section 8.2, if this Agreement terminates in the following circumstances: |
|
(a) |
Within thirty (30) days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such terminations; |
|
(b) |
Upon the Banks dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or |
|
(c) |
Upon the Banks termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (Similar Arrangements), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; |
the Bank may distribute the actuarial equivalent of the present value of the Early Termination benefit, determined as of the date of the termination of the Agreement, to the
2
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
Executive in a lump sum subject to the above terms.
IN WITNESS OF THE ABOVE , the Bank and the Executive hereby consent to this First Amendment.
Executive: |
|
The National Bank of Blacksburg |
|
|
|
|
|
|
/s/ F. BRAD DENARDO |
By |
/s/ JAMES G. RAKES |
Frank B. Denardo |
Title |
Chairman, President & CEO |
3
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
FIRST AMENDMENT
TO
THE NATIONAL BANK OF BLACKSBURG
SALARY CONTINUATION AGREEMENT
DATED FEBRUARY 8, 2006
FOR
JAMES G. RAKES
THIS FIRST AMENDMENT is adopted this _ 19th __ day of December ____, 200_ 7 _, effective as of January 1, 2006, by and between THE NATIONAL BANK OF BLACKSBURG, a nationally-chartered commercial bank located in Blacksburg, Virginia (the Bank), and JAMES G. RAKES (the Executive).
The Bank and the Executive executed the Salary Continuation Agreement on February 8, 2006 effective as of January 1, 2006 (the Agreement).
The undersigned hereby amend the Agreement for the purpose of bringing the Agreement into compliance with Section 409A of the Internal Revenue Code. Therefore, the following changes shall be made:
Sections 2.4 and 2.4.3 of the Agreement shall be deleted in its entirety and replaced by the following:
2.4 |
Change in Control Benefit . If a Change in Control occurs, followed within twenty-four (24) months by the Executives Separation from Service, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article. |
2.4.3 |
Excess Parachute Payment Gross-up . If any benefit payable under this Agreement would create an excise tax under the excess parachute rules of Section 280G of the Code, the Bank shall pay to the Executive an additional amount (the Gross-up) equal to: |
the Executives excise penalty tax amount
divided by the sum of
(one minus the sum of the penalty tax rate plus the Executives marginal income tax rate)
The Gross-up shall be paid in the same manner and same time as the benefit which creates the gross-up.
Section 2.7 of the Agreement shall be deleted in its entirety and replaced by the following:
2.7 |
Change in Form or Timing of Distributions . All changes in the form or timing of |
1
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
distributions hereunder must comply with the following requirements. The changes:
|
(a) |
may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A and the regulations thereunder; |
|
(b) |
must, for benefits distributable under Sections 2.1, 2.2 and 2.3, be made at least twelve (12) months prior to the first scheduled distribution; |
|
(c) |
must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and |
|
(d) |
must take effect not less than twelve (12) months after the election is made. |
Section 8.3 of the Agreement shall be deleted in its entirety and replaced by the following:
8.3 |
Plan Terminations Under Section 409A . Notwithstanding anything to the contrary in Section 8.2, if this Agreement terminates in the following circumstances: |
|
(a) |
Within thirty (30) days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such terminations; |
|
(b) |
Upon the Banks dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or |
|
(c) |
Upon the Banks termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (Similar Arrangements), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement; |
the Bank may distribute the actuarial equivalent of the present value of the Early Termination benefit, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.
2
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
IN WITNESS OF THE ABOVE , the Bank and the Executive hereby consent to this First Amendment.
Executive: |
|
The National Bank of Blacksburg |
|
|
|
|
|
|
/s/ JAMES G. RAKES |
By |
/s/ F. BRAD DENARDO |
James G. Rakes |
Title |
EVP / COO |
3