Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 21, 2022, Blue Ridge Bankshares, Inc. (the “Company”) and Blue Ridge Bank, National Association (the “Bank”), a wholly-owned subsidiary of the Company, entered into an amended and restated employment agreement with Brian K. Plum, president and chief executive officer of the Company and chief executive officer of the Bank. The new agreement amends, restates and replaces his prior employment agreement and change in control agreement, each dated November 1, 2011, with the Bank.
Pursuant to the new agreement, Mr. Plum will continue to serve as president and chief executive officer of the Company and chief executive officer of the Bank, and as a member of the board of directors of the Company (subject to re-election by the Company’s shareholders) and the board of directors of the Bank. The agreement provides for a three-year term that will expire on December 21, 2025; provided, that on December 21, 2024 and on each December 21st thereafter, the term of the agreement will be automatically extended for an additional one-year period unless either party gives written notice of nonrenewal at least 90 days before the end of the then-current term. Under the agreement, Mr. Plum will receive a minimum base salary of $541,000 per year, and will have the opportunity to earn annual cash bonus payments of up to 40% of his base salary based on metrics, standards and parameters established by the board of directors of the Company. Mr. Plum will also be entitled to an annual long-term incentive award of up to 60% of his base salary.
The approval of at least two-thirds of the Company’s board of directors is required for the Company and the Bank to terminate Mr. Plum. In the event Mr. Plum is terminated for “cause” (as such term is defined in the agreement), he will generally be entitled to receive compensation and benefits only through the date of termination. The agreement provides for additional compensation and benefits in the event his employment is terminated by the Company without cause or by him for “good reason” (as such term is defined in the agreement). In such cases, Mr. Plum will be entitled to receive each month for the greater of the number of months remaining in the term of the agreement or 24 months (i) the monthly portion of his current annual base salary, (ii) an amount equal to 1/12 of the highest annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding the year in which his employment terminates, and (iii) a welfare continuance benefit. The agreement provides for alternative compensation and benefits in the event his employment is terminated by the Company without cause or by him for good reason within one year after a “change in control” (as such term is defined in the agreement) of the Company. In such cases, Mr. Plum will be entitled to receive (i) any unpaid base salary through the date of termination, (ii) a welfare continuance benefit, and (iii) a lump sum cash payment equal to 2.99 times the sum of (A) his base salary as of the date of termination or, if greater, the highest base salary in effect in the three months immediately prior to the date of the change in control, and (B) his highest annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding the year in which his employment terminates. Mr. Plum’s entitlement to the foregoing severance payments is subject to his execution of a release and waiver of claims against the Company and the Bank and his compliance with the restrictive covenants provided in the employment agreement. The agreement also provides that the compensation and benefits to which Mr. Plum may be entitled in connection with a termination following a change in control will be reduced to the amount that does not trigger the excise tax under Section 4999 of the Internal Revenue Code of 1986. No reduction, however, will be made and Mr. Plum will be responsible for all excise and other taxes if his after-tax position with no cutback exceeds his after-tax position with a cutback.
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 for a period of 12 months following the termination of Mr. Plum’s employment for any reason, provided that in the event Mr. Plum is terminated for cause, the non-competition covenant is operative only if the Company agrees to continue to pay his base salary during such 12-month (or shorter) period.
The foregoing summary description of Mr. Plum’s amended and restated employment agreement is qualified in its entirety by reference to the agreement, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.