SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 15, 2017
Xenith Bankshares, Inc.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
One James Center, 901 E. Cary Street, Suite 1700
|(Address of principal executive offices)
Registrants telephone number, including area code: (804)
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 registrants under any of the following provisions (see General Instruction A.2. below):
||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
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on May 19, 2017, the Board of Directors of
Xenith Bankshares, Inc. (the Company) and the Board of Directors of Xenith Bank (the Bank), a wholly-owned subsidiary of the Company, approved the payment of transaction bonuses to certain executive officers. On
November 15, 2017, the Bank entered into a Transaction Bonus Agreement with each of Thomas W. Osgood, Executive Vice President and Chief Financial Officer of the Company, and Thomas B. Dix, III, Executive Vice President of Commercial Lending
and Co-Head of Commercial Banking, Maryland and North Carolina of the Company, and on November 20, 2017, the Bank entered into a Transaction Bonus Agreement with each of T. Gaylon Layfield, III, Chief
Executive Officer of the Company and the Bank, and Donna W. Richards, Chief Operating Officer and President of the Company.
Transaction Bonus Agreement provides that the executive officers transaction bonus ($1,400,000 for Mr. Layfield; $1,250,000 for each of Ms. Richards and Mr. Osgood; and $350,000 for Mr. Dix) will be payable only if the
executive officer continues employment and satisfactorily performs his or her duties until the earlier of the date of payment or the effective time of the merger of the Company with and into Union Bankshares Corporation (the Merger). The
transaction bonuses will be payable in a lump sum at the effective time of the Merger unless an earlier time of payment is unanimously approved by the Companys Chief Executive Officer, the chairman of the Companys Board of Directors and
the chairman of the audit committee of the Companys Board of Directors.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: November 21, 2017
|XENITH BANKSHARES, INC.|
/s/ Thomas W. Osgood
||Thomas W. Osgood|
||Executive Vice President and Chief Financial Officer|