| Item 5.02 |
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.
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