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 (Date of earliest event reported): May 24, 2016
FIRST COMMUNITY BANCSHARES, INC. | ||
(Exact name of registrant as specified in its charter) | ||
Nevada | 000-19297 | 55-0694814 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
P.O. Box 989 Bluefield, Virginia |
24605-0989 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (276) 326-9000
___________________________________________________________________________________________________
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 24, 2016, the Board of Directors of First Community Bancshares, Inc. (the “Company”) amended the First Community Bancshares, Inc. and Affiliates Executive Retention Plan (the “SERP”) to require to cash out of a participant’s de minimis benefit upon termination. The amendment is to be effective as of January 1, 2005. Amendment #3 to the SERP is attached hereto as Exhibit 10.1 and incorporated herein by reference.
On May 24, 2016, the Board of Directors of the Company also amended the First Community Bancshares, Inc. Directors Retirement Plan (the “Directors Plan”) to clarify the definition and determination of compensation in the Directors Plan. The amendment is to be effective as of January 1, 2015. Amendment #2 to the Directors Plan is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | The following exhibit is included with this report: | |||
Exhibit No. | Exhibit Description | |||
10.1 | Amendment #3 to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan. | |||
10.2 | Amendment #2 to the First Community Bancshares, Inc. Directors Retirement Plan. | |||
SIGNATURES
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 hereunto duly authorized.
FIRST COMMUNITY BANCSHARES, INC. | ||||
Date: | May 31, 2016 | By: | /s/ David D. Brown | |
David D. Brown | ||||
Chief Financial Officer | ||||
Exhibit 10.1
Amendment # 3
First Community Bancshares, Inc. and Affiliates
Executive Retention Plan
This Amendment to the First Community Bancshares, Inc. and Affiliates Executive Retention Plan as amended and restated effective January 1, 2005 (hereafter referred to as the “Plan”), by First Community Bancshares, Inc., a Nevada corporation (hereafter referred to as the “Corporation” or the “Employer”) is made effective May 24, 2016.
WITNESSETH
WHEREAS, the Employer previously adopted the Plan to provide nonqualified benefits to a select group of management and highly compensated employees; and
WHEREAS, the Employer desires to amend the Plan to require the Employer to “cash-out” participants upon termination of employment if the lump sum present value of the participant’s benefit is no greater than a de minimis amount as permitted by the final regulations under Code Section 409A.
NOW, THEREFORE, the Plan is hereby amended as follows:
A new Section 9.5 is added as follows:
9.5 | Cash Out of De Minimis Benefit Upon Termination (Separation from Service) |
Notwithstanding anything in this Plan to the contrary, if the Actuarially Equivalent lump sum present value of a Participant’s benefit is not greater than the applicable dollar amount under Code Section 402(g)(1)(B) (as indexed by the IRS) at the time of his termination (Separation from Service), the Employer shall cash out the Participant by making a lump sum payment to the Participant in the amount of the Actuarially Equivalent lump sum present value of the benefit.
If the Participant is a Specified Employee , the payment under this Section 9.5 will not be made until the first day of the month next following 6 months after the Participant’s Separation from Service. If the Participant is not a Specified Employee, the payment under this Section 9.5 will be made as soon as administratively feasible following the Participant’s Separation from Service.
This Amendment is adopted on this 24 th day of May, 2016, to be effective January 1, 2016.
First Community Bancshares, Inc. | |||
By: |
Exhibit 10.2
AMENDMENT #2
FIRST COMMUNITY BANCSHARES, INC.
DIRECTORS RETIREMENT PLAN
(Amended and Restated January 1, 2011)
This Amendment to the First Community Bancshares, Inc. Directors Retirement Plan (hereinafter referred to as “the Plan”), by First Community Bancshares , Inc., a Nevada corporation (hereafter referred to as "the Corporation" or “the Employer”) is made effective as of January 1, 2015.
WITNESSETH
WHEREAS, the Employer previously adopted the Plan to provide supplemental retirement benefits to directors and their beneficiaries; and
WHEREAS, in 2015, the Employer added a new type of compensation for directors in the form of incentive compensation and now wants to clarify the definition of compensation in the Plan to confirm that incentive compensation is not to be included in the determination of compensation for purposes of the Plan.
NOW, THEREFORE, Plan is hereby amended as follows:
Section 1.11 is deleted in its entirety and is replaced by the following replacement Section 1.11:
“1.11 | Compensation – A Director’s Compensation for any Plan Year shall be total annual fees actually paid to the Director by the Company and any of its subsidiaries (including First Community Bank) for attendance at Board meetings and Board committee meetings during the Plan Year concerned, including any amount of Director’s fees and earnings deferred under any non-qualified Company sponsored plan or other deferred arrangement, but excluding any reimbursements due to travel, or entertainment and excluding the taxable value of any Company paid Split Dollar life insurance, or other fringe benefit provided by the Company. Compensation shall not include any incentive compensation that may be paid to a Director. |
As of any Anniversary Date, a Director’s Compensation shall be the Compensation (as defined in the preceding paragraphs) paid for the prior Plan Year.”
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by its proper officers on the date indicated below.
FIRST COMMUNITY BANCSHARES, INC. | ||||
By: | ||||
Date: | May 24, 2016 |