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FXNC > SEC Filings for FXNC > Form 8-K on 22-May-2014All Recent SEC Filings

Show all filings for FIRST NATIONAL CORP /VA/



Change in Directors or Principal Officers, Financial Statements and Exhi

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 20, 2014, First National Corporation (the "Company") entered into an employment agreement (the "Agreement"), with Scott C. Harvard, President and Chief Executive Officer of the Company and its wholly-owned subsidiary, First Bank (the "Bank"). Mr. Harvard has held the same position with the Company since being appointed President and Chief Executive Officer on May 9, 2011.

The term of the Agreement will continue until May 21, 2016, unless it is terminated earlier in accordance with its provisions, and automatically will be extended for one year on May 21, 2015 and each May 21 thereafter, unless Mr. Harvard or the Company provides notice to the other party prior to the end of the applicable term. The Agreement provides for an initial base salary of $300,000. Mr. Harvard is also entitled to participate in any employee benefit plans and programs for which he is or will be eligible, including the Company's Executive Incentive Plan. Mr. Harvard's incentive award target under this plan will be no less than 25%. Mr. Harvard also will receive a company automobile.

The Agreement provides for the termination of Mr. Harvard's employment by the Company without "cause" and termination by him for "good reason" (as those terms are defined in the Agreement). Subject to certain conditions of the Agreement, termination under either of these circumstances will entitle Mr. Harvard to his salary and benefits for the remainder of the Agreement. The Agreement also provides that termination under either of these circumstances within one year after a change of control (as defined in the agreement) shall have occurred, or, if employment is terminated without cause in contemplation of a change of control, Mr. Harvard will be entitled to receive severance payments approximately equal to 299% of his annual cash compensation for a period that precedes the change in control as determined under the Internal Revenue Code of 1986, as amended.

The Agreement contains restrictive covenants relating to the protection of confidential information, non-disclosure, non-competition and non-solicitation. The non-competition and non-solicitation covenants continue generally for a period of 12 months following the last day of his employment.

Mr. Harvard will not be entitled to any termination compensation and benefits if he breaches any of the covenants in the Agreement relating to the protection of confidential information, non-disclosure, non-competition and non-solicitation. He will also not be entitled to any compensation or other benefits, other than payment for all time worked, if his employment is terminated for cause or if Mr. Harvard terminates his employment for other than good reason.

The preceding description of the Agreement is a summary of the material terms of the Agreement and does not purport to be complete, and is qualified in its entirety by reference to the Agreement, a copy of which is being filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

10.1 Employment Agreement, dated May 20, 2014, by and between First National Corporation and Scott C. Harvard

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