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): November 27 , 2015
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MVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
_______________________________
WV 000-50567 20-0034461
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
301 Virginia Avenue, Fairmont, WV 26554-2777
(Address of Principal Executive Offices) (Zip Code)
304-363-4800
(Registrant’s telephone number, including area code)
N/A/
(Former name or former address, if changed since last report)
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 December 1, 2015, and effective January 1, 2016, the Board of Directors (“Board”) of MVB Financial Corp. (“MVB” or “the Company”) has appointed new named executive officers for the 2016 calendar year. Also, on November 27, 2015, the Company issued offer letters and employment agreements to continue employment with certain title changes, effective January 1, 2016, as well as notices of non-renewal of existing employment agreements to certain current named executive officers, as part of a general change to employment arrangements.
Specifically, the following employees were elected to be named executive officers for 2016: Larry F. Mazza, as Chief Executive Officer and President; Donald T. Robinson, as Executive Vice President and Chief Financial Officer; and, Patrick R. Esposito II, as Senior Vice President, Chief Legal and Risk Officer.
In addition, new offer letters, new employment agreements, and notices of non-renewal of existing employment agreements were provided to the following current named executive officers on November 27, 2015: Donald T. Robinson; Patrick R. Esposito II; Bret S. Price; and, Robert J. Bardusch.
Information for the named executive officers, effective January 1, 2016, and changes to compensatory arrangements follows.
Mazza, 55, who also serves on the MVB Board, remains MVB Chief Executive Officer and President and the employment agreement for Mazza remains unchanged from the previous filing. Mazza joined MVB in 2005 and became Chief Executive Officer on January 1, 2009. Mazza is a member of the West Virginia Board of Banking and Financial Institutions, part of the West Virginia's banking regulatory and oversight agency. Prior to joining MVB to lead its geographic expansion and growth, Mr. Mazza was Senior Vice President & Retail Banking Manager for BB&T Bank's #1 ranked retail region, West Virginia North, consisting of 33 financial centers with $2 billion in assets and more than 300 employees. Mazza was employed by BB&T and its predecessors from 1986 to 2005. Previously, Mazza was President of Empire National Bank at the age of 29. He later served as Regional President of One Valley Bank, a state-wide financial institution. Also, a Certified Public Accountant, Mazza graduated from West Virginia University in Business Administration, after which he joined Peat Marwick, which later became KPMG. Since 2007, Mazza has served as a Board member for PDC Energy, Inc., (“PDC”), a NASDAQ-listed company which is an independent oil and gas exploration and production company. Presently, Mazza serves as Chair of PDC's Nominating & Governance Committee. Mazza also serves on PDC's Audit Committee and Compensation Committee.
Robinson, 40, effective January 1, 2016, will become MVB Executive Vice President and Chief Financial Officer. Robinson previously served as Executive Vice President & Chief Operating Officer of MVB. As MVB Chief Financial Officer, Robinson will succeed MVB Chief Financial Officer, Bret S. Price, who, effective January 1, 2016, will transition to a role as MVB Corporate Treasurer to oversee MVB Bank’s growing financial modeling operations. Robinson, who is a Certified Public Accountant (“CPA”) brings 19 years of accounting, banking and financial services experiences to MVB, including past service in large public accounting firms, management roles for publicly traded companies, and as a mergers and acquisitions advisor. Prior to joining MVB, Robinson served as: a community market president and state commercial lending leader for Huntington Bancshares, Inc. and Executive Vice President and Chief Accounting officer for Linn Energy, Inc., a publicly traded oil and gas company, among other roles.
Robinson was provided with a new written employment agreement (“Robinson Employment Agreement”) and offer letter (“Robinson Offer Letter”), effective January 1, 2016, on November 27, 2015, entered into the Robinson Employment Agreement and Robinson Offer Letter, as of December 1, 2015. Robinson’s employment is at-will with an annual initial salary of $350,000 per year and is subject to future adjustment. Robinson continues to be eligible to participate in MVB’s fringe benefit programs, including vacation, sick leave, group health insurance, group dental and vision insurance, health savings account, flexible spending, other cafeteria benefit, short-term disability, long-term disability, 401(k) salary deferral matching, group life insurance, vacation purchase, and expense reimbursement programs. In addition, Robinson continues to be eligible to participate in the MVB annual
executive performance incentive plan. Robinson continues to be subject to MVB standard employee handbook policies. Robinson’s employment may be terminated for cause, terminated without cause, terminated due to death or permanent disability, or, at the election of Robinson, terminated in the event of a change in control, all subject to certain conditions and commitments, including, if termination without cause or constructive termination occurs, a severance payment - of six months until April 17, 2016 and one year beginning on April 18, 2016 - of the then current annual base salary, provided that a release of claims is executed. Robinson’s employment agreement also includes provisions related to treatment of confidential information, the return of MVB’s property in the event of a resignation or termination, non-solicitation and non-interference, and non-competition.
In addition, Esposito, 41, remains as Senior Vice President, Chief Legal and Risk Officer. In this role, Esposito will continue to focus on legal, regulatory compliance, corporate governance, risk management, vendor management, and strategic planning activities for MVB and MVB subsidiaries. In addition, since the previous filings, Esposito has been assigned certain audit advisory management and physical security management responsibilities. Esposito delivers MVB with over 15 years of experience in executive management and legal roles in heavily-regulated industries and earlier experiences in government and private legal practice. Prior to joining MVB, Esposito was engaged in job-creating entrepreneurial endeavors, shepherding two companies from start-up to acquisition by global market-leading businesses. Esposito served as a Director, Business Development at Intergraph Corporation, a leading provider of smart solutions for emergency response, utilities, transportation, and other global challenges (now Hexagon Safety & Infrastructure) , which acquired Augusta Systems, Inc., a sensor networking software and services company that Esposito co-founded and for which he worked in executive management and legal capacities, including roles as General Counsel, Chief Operating Officer, and, prior to the acquisition by Intergraph as President and Chief Executive Officer. Esposito was a founder of and served as a member of the board of directors of Resilient Technologies, LLC, an airless tire company, from its organization in February 2005 until its acquisition by Polaris Industries, Inc., a recognized leader in the powersports industry. In addition, Esposito served as deputy general counsel for former West Virginia Governor Bob Wise and worked as an associate attorney at a Mid-Atlantic law firm. Esposito is licensed to practice law in the District of Columbia, Pennsylvania and West Virginia. Esposito graduated from the Georgetown University Law Center with a juris doctor degree. In addition, he earned a masters of studies degree in modern history from the University of Oxford (University College). In addition, he earned two bachelors of arts degrees, cum laude, from West Virginia University in economics, political science, history and international studies.
As noted, Esposito was provided with a new written employment agreement (“Esposito Employment Agreement”) and offer letter (“Esposito Offer Letter”), effective January 1, 2016, on November 27, 2015, entered into the Esposito Employment Agreement and Esposito Offer Letter, as of December 1, 2015. Esposito’s employment is at-will with an annual initial salary of $240,000 per year and is subject to future adjustment. Esposito continues to be eligible to participate in MVB’s fringe benefit programs, including vacation, sick leave, group health insurance, group dental and vision insurance, health savings account, flexible spending, other cafeteria benefit, short-term disability, long-term disability, 401(k) salary deferral matching, group life insurance, vacation purchase, and expense reimbursement programs. In addition, Esposito continues to be eligible to participate in the MVB annual executive performance incentive plan. Esposito continues to be subject to MVB standard employee handbook policies. Esposito’s employment may be terminated for cause, terminated without cause, terminated due to death or permanent disability, or, at the election of Esposito, terminated in the event of a change in control, all subject to certain conditions and commitments, including, if termination without cause or constructive termination occurs, a severance payment - of six months until March 10, 2018 and one year beginning on March 11, 2018 - of the then current annual base salary, provided that a release of claims is executed. Esposito’s employment agreement also includes provisions related to treatment of confidential information, the return of MVB’s property in the event of a resignation or termination, non-solicitation and non-interference, and non-competition.
A copy of the Robinson Employment Agreement and Robinson Offer Letter, provided on November 27, 2015 and executed on December 1, 2015 are furnished as Exhibit 99.1 and Exhibit 99.2 to this report. A copy of the Esposito Employment Agreement and Esposito Offer Letter, provided on November 27, 2015 and executed on December 1, 2015 are furnished as Exhibit 99.3 and Exhibit 99.4 to this report.
Also, a copy of a press release related to this Form 8-K filing and other personnel matters is furnished as Exhibit 99.5 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
99.1 Employment Agreement for Donald T. Robinson, provided on November 27, 2015 and executed on December 1, 2015
99.2 Offer Letter for Donald T. Robinson, provided on November 27, 2015 and executed on December 1, 2015
99.3 Employment Agreement for Patrick R. Esposito II, provided on November 27, 2015 and executed on December 1 , 2015
99.4 Offer Letter for Patrick R. Esposito II, provided on November 27, 2015 and executed on December 1 , 2015
99.5
Copy of Press Release, dated December 3, 2015
Signatures
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 hereunto duly authorized.
December 3 , 2015 MVB Financial Corp.
By: /s/ Larry F. Mazza
Larry F. Mazza
President & Chief Executive Officer
Exhibit Index
Exhibit No. Description
99.1 Employment Agreement for Donald T. Robinson, provided on November 27, 2015 and executed on December 1, 2015
99.2 Offer Letter for Donald T. Robinson, provided on November 27, 2015 and executed on December 1, 2015
99.3 Employment Agreement for Patrick R. Esposito II, provided on November 27, 2015 and executed on December 1 , 2015
99.4 Offer Letter for Patrick R. Esposito II, provided on November 27, 2015 and executed on December 1 , 2015
99.5
Copy of Press Release, dated December 3, 2015
THIS EMPLOYMENT AGREEMENT is between MVB Financial Corp. , a West Virginia corporation (“Employer”), and Donald T. Robinson ( “Employee”) .
Employer and Employee agree as follows:
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1. Employment . Employer hereby employs Employee and Employee hereby accepts employment u pon the terms and conditions set forth in this agreement . Employee’s employment is at-will and may be terminated with or without cause , subject only to th e notice requirements set forth herein . |
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2. Term . The initial term of this agreement be gin s on January 1, 2016 and terminates in the manner established in this agreement . |
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3.
Duties
. Employee shall perform and have all of the duties and
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4. Compensation and Benefits . During the term of employment of Employee, Employer agrees to provide Employee with the following compensation and benefits: |
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(a) Employee will receive the salary as outlined in the offer letter . Employee’s salary may be modifi ed annually or as changes to Employee’s position or duties may occur . Compensation is payable in accordance with the Employer’s general payroll practices . |
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(b) Employee is entitled to participate in and receive all benefits which Employer now and hereafter makes available to its employees. Employee is entitled to reimbursement for normal business expenses in accordance with Employer's policies on expense reimbursement as may be amended from time to time. |
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(c) Employee is eligible to participate in E mployer ’s i ncentive compensation p l an as may be in effect from time to time, all a s appropriate for Employee’s position and as approved by Employer’s Board of Directors , reduced ratably for any partial year of employment . Employee must be employed on December 31 of a given year to qualify for the incentive compensation opportunity in that year . |
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5. Termination of Employment . Employment of Employee under this agreement may be terminated for any of the following reasons : |
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days prior written notice to Employer. On termination pursuant to this Paragraph 5(d) , Employer shall pay Employee (i) the ratable portion of the Employee’s salary for the period through and including the effective date of the termination of this agreement, (ii) any accrued benefits owing to Employee pursuant to applicable law and (iii) the Severance Compensation. The Severance Compensation shall be paid on Employee’s regular payroll dates during the one-year period following the effective date of termination or, in the sole discretion of Employer or its successor in interest, in a lump sum on the effective date of termination. |
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(e) Upon termination of this agreement for any reason, Employee shall be deemed to have resign ed as an o fficer , d irector and m anager of the Employer and any affiliates of the Employer . |
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(a) Employee understands and agrees that during the course of Employee's employment with Employer, Employee will come to know confidential information regarding Employer Group , including business, financial, client and other information , which Employer Group holds in the strictest confidence ( individually and collectively, “Confidential Information”). Employee will not, whether during the term of this agreement or at any time thereafter, use, divulge, disclose or distribute any Confidential Information to any person except in the performance of Employee’s duties hereunder . For purposes of this agreement , "Confidential Information" does not include information that (i) is available to or known by the public other than as a result of disclosure by Employee, (ii) becomes available to Employee on a non-confidential basis from a source other than Employer Group , or (iii) is required to be disclosed by law, including, without limitation, oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process. |
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(b) Nothing contained in this agreement shall be construed so as to violate any law or as to require Employee to violate any law, or to refuse to respond to a valid and enforceable subpoena or to a court order compelling Employee to testify . If Employee is subject to any legal process that compel s Employee to provide testimony or documents about any matter involving Employer Group or to disclose Confidential Information, Employee will promptly notify Employer sufficiently in advance so that it may seek a protective order or other appropriate relief. |
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that are competitive with the services provided by Employee hereunder at any location within 50 miles of Employee’s primary office location. |
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9. Non-Solicitation; Non-Interference . Employee hereby agrees that, during the Restricted Period or during any period that Employee is receiving the Severance P ayment , Employee will not, directly or indirectly, solicit business from any person, firm, corporation or other entity which was a customer or supplier of Employer Group during the term of this agreement , or from any successor in interest in any such person, firm, corporation or other entity for the purpose of securing business or contracts related to the business of Employer Group . During the Restricted Period, Employee shall not directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity: ( a ) engage, recruit or solicit for employment or engagement, any person who is or becomes employed or engaged by Employer Group during the Restricted Period, or otherwise seek to influence or alter any such person’s relationship with Employer Group , or ( b ) solicit or encourage any present or future customer or supplier of Employer Group to terminate or otherwise alter his, her or its relationship with Employer Group . Employee acknowledges that the provisions of this section are reasonable and will not cause Employee undue economic hardship. |
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10.
Notices.
Any notice required or permitted to be given under this
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11. Dispute Resolution . The parties shall abide by the following dispute resolution procedures , which are the exclusive means of resolving disputes relating to this agreement or Employee’s employment by Employer or its subsidiaries or affiliates : |
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(a) If any claim, dispute, or controversy concerning this agreement , the breach of this agreement or Employee’s e mployment under this agreement is not resolved by the p arties within 30 days after written notice of such dispute is delivered by one party to the other party , then the p arties agree to participate in a mediation conducted by a mediator agree d upon by the p arties . |
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(b) Any claim, dispute, or controversy concerning this agreement or the breach of this agreement that is not resolved by mediation shall be resolved by arbitration conducted by the American Arbitration Association (“AAA”) in Morgantown , West Virginia (or some other location on which the p arties may agree) in accordance with the Employment Arbitration Rules of the AAA, and judgment upon the award rendered by the panel may be entered in any court having jurisdiction, provided however that this shall not preclude a party from seeking injunctive relief in a court of competent jurisdiction as otherwise provided hereunder . The arbitrator, in his/her discretion may permit discovery . The costs of the arbitration shall be equally borne by the parties . |
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12. Injunctive Relief . Employee acknowledges that any loss to Employer by reason of Employee’s breach of Employee’s obligations under Paragraph 6 , Paragraph 7 or Paragraph 8 cannot be reasonably or adequately compensated in damages in an action at law . Employer may seek injunctive or other equitable relief against Employee to prevent Employee from failing to perform Employee’s obligations hereunder . Resort by Employer to such injunctive or other equitable relief is not construed as a waiver of any rights Employer may have for damages or otherwise . |
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13. Entire Agreement. This agreement constitutes and references the entire agreement between the parties and shall supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and may not be changed or amended except by an instrument in writing to be executed by each of the parties hereto. |
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14.
Severability.
If any provision hereof, or any portion of any provision
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15. Headings. The headings contained in this agreement are included for convenience or reference only and shall have no effect on the construction, meaning or interpretation of this agreement . |
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16. Governing Law . The laws of the State of West Virginia shall govern the interpretation and enforcement of this agreement without regard to conflicts-of-laws principles. |
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17. Waiver of Breach . A waiver of a breach of any provision of the agreement by any party shall not be construed as a waiver of subsequent breaches of that or any other provision. No requirement of this agreement may be waived except by the party adversely affected. |
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18. Binding Effect and Assignability . This agreement shall inure to the benefit of, and shall be binding upon, the p arties hereto and their respective successors, assigns, heirs and legal representatives. This agreement requires the personal services of Employee and may not be assigned by Employee . |
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19. Amendments . Any amendments or modifications to this agreement must be in writing and signed by the p arties. |
Employer and Employee signed this Employment Agreement on December 1 , 2015.
MVB FINANCIAL CORP.
By: /s/ Larry F. Mazza
Its : President & Chief Executive Officer
/s/ Donald T. Robinson
Donald T. Robinson
5
December 1, 2015
Donald T. Robinson
359 Vitez Drive
Morgantown, WV 26508
Dear Don :
I am pleased to offer you the position of Executive Vice President, Chief Financial Officer at MVB Financial Corp. (“MVB”). This is an Exempt position and will report to the Chief Executive Officer . Your primary work location will be Morgantown .
Compensation :
Your compensation and benefits are described below:
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An initial annual salary of $ 35 0 ,000.00 ( $ 13 , 461 . 54 per pay ) to be paid in 2 6 increments as prescribed in MVB’s payroll schedule. The position will be E xempt. |
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Y ou will be eligible for 20 0 hours of annual vacation to be utilized in 20 16 per the terms of MVB’s employee policy. |
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Y ou will be eligible for 40 h ours of sick leave annually , which if unused during the year, may carry over into subsequent years to a maximum of 15 days (120 hours). |
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Based on your position, you will be eligible to participate in an MVB Performance Incentive Plan as approved by MVB’s Board of Directors. |
In addition to the above, you would participate in or be eligible to participate in the following employee benefit plans of MVB and subsidiaries , as such plans may be modified (including termination) from time to time :
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Health Insurance Plan (Eligible first of month following employment) |
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Dental and Vision Insurance (Eligible first of month following employment) |
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Health Savings Account (Eligible upon setting up personal account) |
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Flexible Spending Plan (in 20 16 ) |
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Cafeteria Offerings from Unum/Guardian (in 20 16 ) |
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Short and Long-Term Disability Plan (Effective first of month following employment) |
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Group Life Insurance (Effective first of month following employment) |
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401K Salary Deferral Plan |
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Sick Leave Plan – 5 Days per year (Accumulating to a maximum of 15 days) |
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Vacation Purchase Plan (in 20 16 ) |
Please be aware that this letter does not represent, nor is it, a contract of employment. All MVB employees are considered to be “employees at will” and are free to resign at any time, just as MVB is free to terminate employment at any time for any reason. The details outlined in this letter are offered by MVB as the initial terms and conditions of your employment. MVB reserves absolute discretion to alter, amend, delete, or revise these terms and conditions set forth herein at any time, as it deems appropriate.
I would be very happy to discuss any and all of the items noted above. I certainly look forward for the opportunity to work together for the long-term success of MVB.
Sincerely,
/s/ Larry F. Mazza
Larry F. Mazza
Chief Executive Officer
MVB Financial Corp.
12/3/2015
P lease return a signed copy of this letter stating that you are acce pting or declining this offer by January 1, 2016 .
I hereby accept the employment offer and its terms as set forth in this letter.
/s/ Donald T. Robinson December 1, 2015
Signature Date
I hereby decline the employment offer and its terms as set forth in this letter.
_____________________________________________ _________________
Signature Date
Hiring Manager: Please place original executed offer letter in personnel file.
THIS EMPLOYMENT AGREEMENT is between MVB Financial Cor p . , a West Virginia corporation (“Employer”), and Patrick R. Esposito II ( “Employee”) .
Employer and Employee agree as follows:
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1. Employment . Employer hereby employs Employee and Employee hereby accepts employment u pon the terms and conditions set forth in this agreement . Employee’s employment is at-will and may be terminated with or without cause , subject only to th e notice requirements set forth herein . |
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2. Term . The initial term of this agreement be gin s on January 1, 2016 and terminates in the manner established in this agreement . |
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3.
Duties
. Employee shall perform and have all of the duties and
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4. Compensation and Benefits . During the term of employment of Employee, Employer agrees to provide Employee with the following compensation and benefits: |
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(a) Employee will receive the salary as outlined in the offer letter . Employee’s salary may be modifi ed annually or as changes to Employee’s position or duties may occur . Compensation is payable in accordance with the Employer’s general payroll practices . |
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(b) Employee is entitled to participate in and receive all benefits which Employer now and hereafter makes available to its employees. Employee is entitled to reimbursement for normal business expenses in accordance with Employer's policies on expense reimbursement as may be amended from time to time. |
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(c) Employee is eligible to participate in E mployer ’s i ncentive compensation p l an as may be in effect from time to time, all a s appropriate for Employee’s position and as approved by Employer’s Board of Directors , reduced ratably for any partial year of employment . Employee must be employed on December 31 of a given year to qualify for the incentive compensation opportunity in that year . |
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5. Termination of Employment . Employment of Employee under this agreement may be terminated for any of the following reasons : |
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days prior written notice to Employer. On termination pursuant to this Paragraph 5(d) , Employer shall pay Employee (i) the ratable portion of the Employee’s salary for the period through and including the effective date of the termination of this agreement, (ii) any accrued benefits owing to Employee pursuant to applicable law and (iii) the Severance Compensation. The Severance Compensation shall be paid on Employee’s regular payroll dates during the one-year period following the effective date of termination or, in the sole discretion of Employer or its successor in interest, in a lump sum on the effective date of termination. |
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(e) Upon termination of this agreement for any reason, Employee shall be deemed to have resign ed as an o fficer , d irector and m anager of the Employer and any affiliates of the Employer . |
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(a) Employee understands and agrees that during the course of Employee's employment with Employer, Employee will come to know confidential information regarding Employer Group , including business, financial, client and other information , which Employer Group holds in the strictest confidence ( individually and collectively, “Confidential Information”). Employee will not, whether during the term of this agreement or at any time thereafter, use, divulge, disclose or distribute any Confidential Information to any person except in the performance of Employee’s duties hereunder . For purposes of this agreement , "Confidential Information" does not include information that (i) is available to or known by the public other than as a result of disclosure by Employee, (ii) becomes available to Employee on a non-confidential basis from a source other than Employer Group , or (iii) is required to be disclosed by law, including, without limitation, oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process. |
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(b) Nothing contained in this agreement shall be construed so as to violate any law or as to require Employee to violate any law, or to refuse to respond to a valid and enforceable subpoena or to a court order compelling Employee to testify . If Employee is subject to any legal process that compel s Employee to provide testimony or documents about any matter involving Employer Group or to disclose Confidential Information, Employee will promptly notify Employer sufficiently in advance so that it may seek a protective order or other appropriate relief. |
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that are competitive with the services provided by Employee hereunder at any location within 50 miles of Employee’s primary office location. |
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9. Non-Solicitation; Non-Interference . Employee hereby agrees that, during the Restricted Period or during any period that Employee is receiving the Severance P ayment , Employee will not, directly or indirectly, solicit business from any person, firm, corporation or other entity which was a customer or supplier of Employer Group during the term of this agreement , or from any successor in interest in any such person, firm, corporation or other entity for the purpose of securing business or contracts related to the business of Employer Group . During the Restricted Period, Employee shall not directly or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in any other individual or representative capacity: ( a ) engage, recruit or solicit for employment or engagement, any person who is or becomes employed or engaged by Employer Group during the Restricted Period, or otherwise seek to influence or alter any such person’s relationship with Employer Group , or ( b ) solicit or encourage any present or future customer or supplier of Employer Group to terminate or otherwise alter his, her or its relationship with Employer Group . Employee acknowledges that the provisions of this section are reasonable and will not cause Employee undue economic hardship. |
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10.
Notices.
Any notice required or permitted to be given under this
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11. Dispute Resolution . The parties shall abide by the following dispute resolution procedures , which are the exclusive means of resolving disputes relating to this agreement or Employee’s employment by Employer or its subsidiaries or affiliates : |
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(a) If any claim, dispute, or controversy concerning this agreement , the breach of this agreement or Employee’s e mployment under this agreement is not resolved by the p arties within 30 days after written notice of such dispute is delivered by one party to the other party , then the p arties agree to participate in a mediation conducted by a mediator agree d upon by the p arties . |
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(b) Any claim, dispute, or controversy concerning this agreement or the breach of this agreement that is not resolved by mediation shall be resolved by arbitration conducted by the American Arbitration Association (“AAA”) in Morgantown , West Virginia (or some other location on which the p arties may agree) in accordance with the Employment Arbitration Rules of the AAA, and judgment upon the award rendered by the panel may be entered in any court having jurisdiction, provided however that this shall not preclude a party from seeking injunctive relief in a court of competent jurisdiction as otherwise provided hereunder . The arbitrator, in his/her discretion may permit discovery . The costs of the arbitration shall be equally borne by the parties . |
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12. Injunctive Relief . Employee acknowledges that any loss to Employer by reason of Employee’s breach of Employee’s obligations under Paragraph 6 , Paragraph 7 or Paragraph 8 cannot be reasonably or adequately compensated in damages in an action at law . Employer may seek injunctive or other equitable relief against Employee to prevent Employee from failing to perform Employee’s obligations hereunder . Resort by Employer to such injunctive or other equitable relief is not construed as a waiver of any rights Employer may have for damages or otherwise . |
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13. Entire Agreement. This agreement constitutes and references the entire agreement between the parties and shall supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and may not be changed or amended except by an instrument in writing to be executed by each of the parties hereto. |
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14.
Severability.
If any provision hereof, or any portion of any provision
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15. Headings. The headings contained in this agreement are included for convenience or reference only and shall have no effect on the construction, meaning or interpretation of this agreement . |
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16. Governing Law . The laws of the State of West Virginia shall govern the interpretation and enforcement of this agreement without regard to conflicts-of-laws principles. |
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17. Waiver of Breach . A waiver of a breach of any provision of the agreement by any party shall not be construed as a waiver of subsequent breaches of that or any other provision. No requirement of this agreement may be waived except by the party adversely affected. |
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18. Binding Effect and Assignability . This agreement shall inure to the benefit of, and shall be binding upon, the p arties hereto and their respective successors, assigns, heirs and legal representatives. This agreement requires the personal services of Employee and may not be assigned by Employee . |
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19. Amendments . Any amendments or modifications to this agreement must be in writing and signed by the p arties. |
Employer and Employee signed this Employment Agreement on December 1 , 2015.
MVB FINANCIAL CORP.
By: /s/ Larry F. Mazza
Its : President & Chief Executive Officer
/s/ Patrick R. Esposito, II
Patrick R. Esposito II
5
December 1, 2015
Patrick R. Esposito II
488 Rebecca Street
Morgantown, WV 26505
Dear Patrick :
I am pleased to offer you the position of Senior Vice President, Chief Legal & Risk Officer at MVB Financial Corp. (“MVB”). This is an Exempt position and will report to the Chief Executive Officer . Your primary work location will be Morgantown .
Compensation :
Your compensation and benefits are described below:
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1. |
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An initial annual salary of $ 240 ,000.00 ( $ 9 , 230.77 per pay ) to be paid in 2 6 increments as prescribed in MVB’s payroll schedule. The position will be E xempt. |
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2. |
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Y ou will be eligible for 16 0 hours of annual vacation to be utilized in 20 16 per the terms of MVB’s employee policy. |
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Y ou will be eligible for 40 h ours of sick leave annually , which if unused during the year, may carry over into subsequent years to a maximum of 15 days (120 hours). |
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Based on your position, you will be eligible to participate in an MVB Performance Incentive Plan as approved by MVB’s Board of Directors. |
In addition to the above, you would participate in or be eligible to participate in the following employee benefit plans of MVB and subsidiaries , as such plans may be modified (including termination) from time to time :
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Health Insurance Plan (Eligible first of month following employment) |
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Dental and Vision Insurance (Eligible first of month following employment) |
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Health Savings Account (Eligible upon setting up personal account) |
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Flexible Spending Plan (in 20 16 ) |
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Cafeteria Offerings from Unum/Guardian (in 20 16 ) |
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Short and Long-Term Disability Plan (Effective first of month following employment) |
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Group Life Insurance (Effective first of month following employment) |
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401K Salary Deferral Plan |
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Sick Leave Plan – 5 Days per year (Accumulating to a maximum of 15 days) |
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Vacation Purchase Plan (in 20 16 ) |
Please be aware that this letter does not represent, nor is it, a contract of employment. All MVB employees are considered to be “employees at will” and are free to resign at any time, just as MVB is free to terminate employment at any time for any reason. The details outlined in this letter are offered by MVB as the initial terms and conditions of your employment. MVB reserves absolute discretion to alter, amend, delete, or revise these terms and conditions set forth herein at any time, as it deems appropriate.
I would be very happy to discuss any and all of the items noted above. I certainly look forward for the opportunity to work together for the long-term success of MVB.
Sincerely,
/s/ Larry F. Mazza
Larry F. Mazza
Chief Executive Officer
MVB Financial Corp.
12/3/2015
P lease return a signed copy of this letter stating that you are acce pting or declining this offer by January 1, 2016 .
I hereby accept the employment offer and its terms as set forth in this letter.
/s/ Patrick R. Esposito, II 12/01/15
Signature Date
I hereby decline the employment offer and its terms as set forth in this letter.
_____________________________________________ _________________
Signature Date
Hiring Manager: Please place original executed offer letter in personnel file.
NEWS RELEASE
MVB Financial A nnounces New Executive Team for 2016
FAIRMONT, W.Va., ( December 3 , 2015 ) – MVB Financial Corp., (OTC Markets Group OTCQB: MVBF) today announced new executive officers for 2016 , including the appointment of Donald T. Robinson to the position of Executive Vice President & Chief Financial Officer .
Effective January 1, 2016, MVB has named new executive officers for the 2016 calendar year. Larry F. Mazza, will serve as Chief Executive Officer and President , Donald T. Robinson, Executive Vice President and Chief Financial Officer, and Patrick Esposito, Senior Vice President, Chief Legal and Risk Officer.
Robinson, who is a Certified Public Accountant (“CPA”) brings 19 years of accounting, banking and financial services experiences to this new position with MVB, including past service in large public accounting firms, management roles for publicly traded companies, and as a mergers and acquisitions advisor. Prior to joining the company , Robinson served as: a community market president and state commercial lending leader for Huntington Bancshares, Inc. and Executive Vice President and Chief Accounting officer for Linn Energy, Inc., a publicly traded oil and gas company, among other roles.
Robinson succeeds Bret S. Price to t he position of CFO. Price will remain with MVB and transition to the new position of Senior Vice President, Corporate Treasurer in which he will the lead the growth of the company’s financial modeling operations.
Additionally, the company noted other internal changes to its management team structure . Bob Bardusch, Executive Vice President and Chief Information Officer, will provide interim leadership of MVB's operations during 2016. Joshua Anderson has joined the MVB Financial Corp. as Information Security Officer and Aly Gregg, Chief Marketing Officer, will now serve as MVB Financial Corp's. Senior Vice President, Corporate Communications, as well as Community Reinvestment Act Officer for MVB Bank.
About MVB Financial Corp.
MVB Financial Corp. (“MVB” or “MVB Financial”; OTCQB: MVBF) was formed on January 1, 2004 as a bank holding company and, effective December 19, 2012, elected to become a financial holding company. MVB Financial features multiple subsidiaries and affiliated businesses, including MVB Bank, Inc. (“MVB Bank”), Potomac Mortgage Group, Inc. which does business as MVB Mortgage, and MVB Insurance, LLC. The Company’s principal executive offices are located at 301 Virginia Avenue, Fairmont, W.Va., 26554-2777, and its telephone number is (304) 363-4800. For additional information regarding MVBF visit ir.mvbbanking.com. The OTCQB is a market tier operated by the OTC Market Group Inc., for over-the-counter traded companies that are current in their reporting with a U.S. regulator.
Forward-Looking Statements
All statements other than statements of historical fact included herein are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934. Such information involves risks and uncertainties that could result in the actual results of MVB Financial Corp. ("MVB Financial" or the "Company") differing from
those projected in the forward-looking statements. Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include, but are not limited to: (i) the Company may incur loan losses due to negative credit quality trends in the future that may lead to deterioration of asset quality; (ii) the Company may incur increased charge-offs in the future; (iii) the Company could have adverse legal actions of a material nature; (iv) the Company may face competitive loss of customers; (v) the Company may be unable to manage its expense levels; (vi) the Company may have difficulty retaining key employees; (vii) changes in the interest rate environment may have results on the Company's operations materially different from those anticipated by the Company's market risk management functions; (viii) changes in general economic conditions and increased competition could adversely affect the Company's operating results; (ix) changes in other regulations, government policies, and application of regulations affecting bank holding companies and their subsidiaries, including changes in monetary policies, may negatively impact the Company's operating results and that could negatively impact or preclude current and future acquisition activities; (x) the effects of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III may adversely affect the Company; (xi) the risk that the benefits from the planned acquisition, by MVB Bank, Inc. ("MVB Bank"), of two branches of Susquehanna Bank in Berkeley County, West Virginia, may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, the degree of competition in the geographic and business areas in which MVB Bank operates, integration factors, and the reaction of Susquehanna Bank clients, which bank at the two branches that are planned for acquisition by MVB Bank, to MVB Bank; (xii) the risk that the new investments to support the growth of MVB Insurance, LLC ("MVB Insurance") may not be fully realized or may take longer than expected due to general economic and market conditions; (xiii) diversion of management time on acquisition or diversified growth issues; and, (xiv) other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
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