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
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Date of Report: June 12, 2008 |
Commission File Number: 0-15204 |
National Bankshares, Inc .
(Exact name of Registrant as specified in its charter)
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Virginia |
54-1375874 |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
101 Hubbard Street
Blacksburg, VA 24060
(Address of principal executive offices)
(540) 951-6300
Registrant’s telephone number, including area code
Page 1 of 2 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 June 12, 2008, the National Bank of Blacksburg (National Bank), wholly-owned subsidiary of National Bankshares, Inc. (the Company), entered into a second amendment to a salary continuation agreement dated February 8, 2006 with F. Brad Denardo, Executive Vice President and Treasurer of the Company and Executive Vice President and Chief Operating Officer of National Bank.
The salary continuation agreement was amended to increase the annual benefit at normal retirement age (age 65) from $44,476 to $72,488. The annual disability benefit and the change in control benefit at age 65 were both increased to $72,488. Each of these benefit amounts is reduced if Mr. Denardo terminates employment at any time prior to normal retirement age because of a voluntary resignation, due to disability or as the result of a change in control. Under the salary continuation agreement, these payments are made for the greater of life or 15 years. The amount of the annual pre-retirement death benefit, which is payable to Mr. Denardo’s beneficiary for 15 years, was increased to $72,488.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(d) |
Exhibit |
10(iii)(A) Second Amendment to The National Bank of Blacksburg Salary
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Continuation Agreement Dated June 12, 2008 for F. Brad Denardo. |
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.
NATIONAL BANKSHARES, INC.
Date: June 12, 2008
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By: /s/ JAMES G. RAKES |
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James G. Rakes Chairman President and CEO |
Page 2 of 2 Pages
Prepared 05-12-08
© 2008 Clark Consulting
This document is provided to assist your legal counsel in documenting your specific arrangement. The laws of the various states may differ considerably, and this specimen is for general information only. It is not a form to be signed, nor is it to be construed as legal advice. Failure to accurately document your arrangement could result in significant losses, whether from claims of those participating in the arrangement, from the heirs and beneficiaries of participants, or from regulatory agencies such as the Internal Revenue Service, the Department of Labor, or bank examiners. License is hereby granted to your legal counsel to use these materials in documenting solely your arrangement.
In general, if your bank is subject to SEC regulation, implementation of this or any other executive or director compensation program may trigger rules requiring certain disclosures on Form 8-K within four days of implementing the program. Consult with your SEC attorney, if applicable, to determine your responsibilities under the disclosure rules.
IMPORTANT NOTICE ON CODE SECTION 409A COMPLIANCE
It is critical that you consult with your legal and tax advisors to determine the impact of Internal Revenue Code Section 409A to your particular situation. On April 10, 2007 the Treasury Department issued final regulations implementing the requirements of Section 409A which apply to nonqualified deferred compensation arrangements. Documentary compliance with 409A is required by December 31, 2008.
THE NATIONAL BANK OF BLACKSBURG
Salary Continuation Agreement
SECOND AMENDMENT
TO
THE NATIONAL BANK OF BLACKSBURG
SALARY CONTINUATION AGREEMENT
DATED FEBRUARY 8, 2006
FOR
FRANK B. DENARDO
This Second Amendment is adopted this 12th day of June , 2008 , 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 changing the Normal Retirement Benefit. Therefore, the following change shall be made:
Section 2.1.1 of the Agreement shall be deleted in its entirety and replaced by the following:
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2.1.1 |
Amount of Benefit . The annual benefit under this Section 2.1 is Seventy Two Thousand Four Hundred Eighty-Eight Dollars ($72,488). |
IN WITNESS OF THE ABOVE , the Bank and the Executive hereby consent to this Second Amendment.
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Executive: |
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The National Bank of Blacksburg: |
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/s/ F. BRAD DENARDO |
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By |
/s/ JAMES G. RAKES |
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Frank B. Denardo |
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Title |
Chairman, President & CEO |
1
The National Bank of Blacksburg
Salary Continuation Plan – Schedule A
F. Brad Denardo
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Birth Date: 1/1/1959 Plan Amendment Effective Date: 1/1/2008 |
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Early Termination |
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Disability |
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Change of Control |
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Pre-retirement Death Benefit |
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Normal Retirement
7/2/2017, Age 65:
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Annual Benefits
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Annual Benefits
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Annual Benefits
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Annual Benefits
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(1) |
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||||
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on or after: Separation of Service |
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Vesting |
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Dollars |
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(2) |
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(3) |
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(4) |
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December 31, 2007 |
|
100.00 |
% |
$ |
7,640 |
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$ |
7,640 |
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39,886 |
|
72,488 |
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December 31, 2008 |
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100.00 |
% |
$ |
14,407 |
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$ |
14,407 |
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42,451 |
|
72,488 |
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December 31, 2009 |
|
100.00 |
% |
$ |
21,173 |
|
$ |
21,173 |
|
45,182 |
|
72,488 |
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|
December 31, 2010 |
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100.00 |
% |
$ |
27,940 |
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$ |
27,940 |
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48,088 |
|
72,488 |
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December 31, 2011 |
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100.00 |
% |
$ |
34,707 |
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$ |
34,707 |
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51,181 |
|
72,488 |
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December 31, 2012 |
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100.00 |
% |
$ |
41,474 |
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$ |
41,474 |
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54,473 |
|
72,488 |
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December 31, 2013 |
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100.00 |
% |
$ |
48,240 |
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$ |
48,240 |
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57,977 |
|
72,488 |
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December 31, 2014 |
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100.00 |
% |
$ |
55,007 |
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$ |
55,007 |
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61,706 |
|
72,488 |
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December 31, 2015 |
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100.00 |
% |
$ |
61,774 |
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$ |
61,774 |
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65,675 |
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72,488 |
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December 31, 2016 |
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100.00 |
% |
$ |
68,541 |
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$ |
68,541 |
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69,899 |
|
72,488 |
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July 2, 2017 (*) |
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100.00 |
% |
$ |
72,488 |
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$ |
72,488 |
|
72,488 |
|
72,488 |
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(*) Normal Retirement Age