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WFBI > SEC Filings for WFBI > Form 8-K on 29-Apr-2014All Recent SEC Filings

Show all filings for WASHINGTONFIRST BANKSHARES, INC.

Form 8-K for WASHINGTONFIRST BANKSHARES, INC.


29-Apr-2014

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On April 23, 2014, WashingtonFirst Bank ("WashingtonFirst"), a wholly-owned subsidiary of WashingtonFirst Bankshares, Inc. (the "Company"), executed WashingtonFirst Bank Supplemental Executive Retirement Agreements ("SERP Agreements") with the following executive officers of WashingtonFirst : (i) Shaza L. Andersen, Chief Executive Officer; (ii) George W. Connors, President and Chief Credit Officer; (iii) Matthew R. Johnson, Chief Financial Officer; and
(iv) Richard D. Horn, General Counsel and Corporate Secretary (each, an "Executive", and together, the "Executives"), all of which are deemed effective April 1, 2014 (the "Effective Date"). The SERP Agreements are intended to provide benefits to the Executives upon retirement, death, disability, voluntary or involuntary separation from service (other than for "cause"), subject to the requirements of Section 409A of the Internal Revenue Code. Pursuant to the SERP Agreements, upon an Executive's retirement from the Bank after the age of 65, the Bank shall be obligated to pay to the Executive the full retirement benefit, determined as a percentage of the Executive's final base salary at the time of separation from service, in monthly installments for a period of fifteen (15) years. If an Executive resigns prior to reaching age 65, he or she is entitled to receive a lump sum payment representing the discounted value of the amount that should have been accrued by WashingtonFirst to the date of resignation under generally accepted accounting principles for the payment of the retirement benefit (the "Accrued SERP Benefit") multiplied by a fraction ranging from 0% to 100%, depending on the Executive's years of service following the Effective Date. If an Executive's employment is terminated involuntarily (other than for cause) more than five (5) years after the Effective Date he or she shall be entitled to receive 100% of the Accrued SERP Benefit. In the event of Executive's death before retirement, the Accrued SERP Benefit will be paid to the Executive's beneficiary in a lump sum. If death occurs after retirement, SERP Benefit payments will continue to be made to the Executive's beneficiary. If the Executive is terminated following a Change in Control (as defined in the SERP Agreements), the full retirement benefit vests immediately and becomes payable, at the Executive's election (irrevocably made at the time of execution of the SERP Agreement) in a lump sum or in monthly installments commencing at age 65. No Executive will be entitled to receive any retirement benefits under the SERP Agreements in the event of termination for cause. Although WashingtonFirst will accrue the expense of the retirement benefit liability over time, WashingtonFirst's liability under the SERP Agreements will remain unfunded and the accrued amounts will remain subject to the rights of creditors of WashingtonFirst. The projected annual retirement benefit for each of the Executives is as follows:
    Executive         Projected Annual Retirement Benefit
Shaza L. Andersen    $                             223,134
George W. Connors    $                             100,794
Matthew R. Johnson   $                              92,894
Richard D. Horn      $                             108,284


The foregoing summary is qualified in its entirety by reference to the individual SERP Agreements which are attached hereto as Exhibits. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.

 Number    Description
           WashingtonFirst Bank Supplemental Executive Retirement Agreement
           effective April 1, 2014 between WashingtonFirst Bank and Shaza L.
 10.13     Andersen.

           WashingtonFirst Bank Supplemental Executive Retirement Agreement
           effective April 1, 2014 between WashingtonFirst Bank and George W.
 10.14     Connors, IV.

           WashingtonFirst Bank Supplemental Executive Retirement Agreement
           effective April 1, 2014 between WashingtonFirst Bank and Matthew R.
 10.15     Johnson.

           WashingtonFirst Bank Supplemental Executive Retirement Agreement
           effective April 1, 2014 between WashingtonFirst Bank and Richard D.
 10.16     Horn.


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