8-K
NEW PEOPLES BANKSHARES INC (NWPP)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27,2023
| New Peoples Bankshares, Inc. | ||
|---|---|---|
| (Exact<br> name of registrant as specified in its charter) | ||
| Virginia | 000-33411 | 31-1804543 |
| --- | --- | --- |
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| 67 Commerce Drive<br><br> <br>Honaker**, Virginia** | 24260 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) | |
| Registrant’s<br> telephone number, including area code: **(276)**873-7000 | ||
| --- |
N/A
(Former name 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 registrant under any of the following provisions:
| | Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| None |
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 Act. [ ]
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers. |
|---|
On February 27, 2023, the Board of Directors of New Peoples Bankshares, Inc. (the “Company”) approved and adopted the New Peoples Bankshares, Inc. Long-Term Cash Incentive Plan (the “Plan”). The Plan, which became effective on February 27, 2023, provides for cash incentive awards to Plan participants based on the Company’s quarterly earnings per share of common stock over the period specified in the Plan.
Certain members of management or highly compensated employees of the Company or the Company’s wholly owned subsidiary, New Peoples Bank, Inc. (the “Bank”), are eligible to participate in the Plan. Individual awards are settled solely in cash, determined by multiplying quarterly earnings per share by the number of notional shares covered by a Plan award. Awards for up to 500,000 notional shares of common stock of the Company, as adjusted to reflect changes in capitalization of the Company, if any, may be granted under the Plan. The Plan does not grant participants equity in the Company and does not create any shareholders rights.
For each award, a participant receives an allocation equal to earnings per share, for each share covered by the award, on a quarterly basis. For purposes of the Plan, the Plan administrator may adjust the earnings per share for any period to mitigate or exclude the impact of any item that is unusual in nature or amount or infrequent in occurrence. Awards become vested in 25% increments, on each of the first through fourth anniversaries of the date of grant, subject to a participant’s continuous employment with the Company through the applicable anniversary. Awards are settled on the earliest of a participant’s separation from service, a change in control, or the ten-year anniversary of the Plan’s effective date. Vested portions of an award are generally paid in three installments.
The Plan is administered by a committee consisting of members of the Board of Directors of the Company who are independent directors under the listing standards of The Nasdaq Stock Market, LLC and non-employee directors under Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Initial awards under the Plan were made on February 28, 2023, to C. Todd Asbury, President and Chief Executive Officer of the Company and the Bank (140,000 shares); James W. Kiser, Executive Vice President and Chief Banking Officer of the Bank (110,000 shares); and Bryan T. Booher, Executive Vice President and Chief Risk Officer of the Bank (100,000 shares). In addition, awards with respect to 150,000 shares were made to other members of senior management.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 New Peoples Bankshares, Inc. Long-Term Cash Incentive Plan.
10.2 Form of Award Agreement for New Peoples Bankshares, Inc. Long-Term Cash Incentive Plan.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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.
| NEW PEOPLES BANKSHARES, INC. | |||
|---|---|---|---|
| Date: | March 2,<br> 2023 | By: | /s/<br> Christopher G. Speaks |
| Christopher G. Speaks | |||
| Executive Vice President and Chief Financial Officer |
Exhibit10.1
NEWPEOPLES BANKSHARES, INC.
LONG-TERMCASH INCENTIVE PLAN
ARTICLEI
INTRODUCTION
1.1 Establishment. New Peoples Bankshares, Inc., a Virginia financial holding company (the “Company”), hereby establishes the New Peoples Bankshares, Inc. Long-Term Cash Incentive Plan (the “Plan”) for key employees of the Company and/or New Peoples Bank, Inc., a Virginia banking corporation (the “Bank”), who are selected to participate in the Plan.
1.2 Purposes. The purposes of the Plan are to provide those who are selected for participation in the Plan with added incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the long-term growth and future success of the operations of the Company by relating a portion of their incentive compensation to net increases in earnings per share of the Company, so that those participating in the Plan are more closely aligned with the Company’s shareholders. The Plan is also designed to provide a financial incentive that will help the Company and the Bank to attract, retain and motivate the most qualified employees. Participation will be limited to those employees who constitute a select group of management or highly compensated employees of the Company and the Bank for purposes of United States Department of Labor Regulations under the Employee Retirement Income Security Act of 1974, as amended.
ARTICLEII
DEFINITIONS
For the purposes of this Plan, capitalized terms used herein but not otherwise defined herein shall have the following meanings:
2.1 “Account” means the record, maintained by the Company, of amounts credited to a Participant hereunder with respect to all of the Participant’s Awards. An Account consists of all Sub-Accounts maintained for a Participant.
2.2 “Administrator” means the non-employee members of the Board or the Committee.
2.3 “Award” means a long-term incentive award issued to a Participant under Article V, which shall represent the right to a cash payment, calculated in accordance with Article V, with respect to a specified number of shares of Stock covered by the Award.
2.4 “Award Agreement” the written agreement (which may be in electronic form) with a Participant evidencing an Award.
2.5 “Board” means the Board of Directors of the Company.
2.6 “Cause” shall mean, notwithstanding any other definition of such term or a similar term in another agreement between the Participant and the Company, (a) commission of an act of embezzlement, fraud, or material dishonesty against or with respect to the Company, the Bank or an affiliated entity of either; or (b) violation in any material respect of any code or standard of conduct generally applicable to employees of the Company or the Bank after being advised in writing of such violation and being given a reasonable opportunity and period to remedy such violation. The Administrator, in its absolute discretion, shall make all determinations and determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.
2.7 “Change of Control” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Board, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity, or (iii) a sale, lease or other disposition of all or at least 40% of the gross fair market value of the assets of the Company.
2.8 “Code” means the Internal Revenue Code of 1986, as amended and as it may be amended from time to time.
2.9 “Committee” means a committee which, if established under Article VI, is empowered to take actions with respect to the administration of the Plan.
2.10 “Company” shall have the meaning given to it in Section 1.1.
2.11 “Date of Grant” means the date of approval of the grant of an Award to a Participant by the Administrator or such later date specified by the Administrator.
2.12 “Earnings per Share” means the basic earnings per share of Stock, as reflected in the Company’s consolidated statement of income reported in the Company’s 10-Q or 10-K, as applicable, filed with the Securities and Exchange Commission for the quarter or other relevant period specified in the Plan or applicable Award Agreement, and as may be adjusted in accordance with Article V.
2.13 “Effective Date” means the effective date of the Plan which is February 27, 2023.
2.14 “Eligible Person” means an individual who is a member of a select group of management or highly compensated employees of the Company or the Bank selected for participation in the Plan.
2.15 “Participant” means an Eligible Person designated by the Administrator during the term of the Plan to receive one or more Awards under the Plan.
2.16 “Plan” shall have the meaning given to it in Section 1.1 above.
2.17 “Section 409A” means Section 409A of the Code and Treasury Regulations and other guidance thereunder.
2.18 “Separation from Service” means a “separation from service” with the Company or the Bank for purpose of Section 409A which, for clarity, includes resignation, retirement, termination by the Company, termination for disability or termination due to death.
2.19 “Settlement Date” means, with respect to an Award, the date of the Settlement Event.
2.20 “Settlement Event” means, with respect to an Award, the event or date that triggers payment of the Payment Amount in accordance with Plan Section V or the Award Agreement, as applicable.
2.21 “Stock” means the common stock, $2.00 par value per share, of the Company and any stock issued or issuable subsequent to the Effective Date in substitution for the common stock.
2.22 “Sub-Account” means the record, maintained by the Company, of amounts credited to a Participant hereunder with respect to an Award. A Participant who receives more than one Award will have more than one Sub-Account.
ARTICLEIII
PARTICIPATION
Participants in the Plan shall be those Eligible Persons who, in the sole judgment of the Administrator, are expected to significantly contribute to the achievement of long-term corporate economic objectives of the Company or who are performing services important to the operation and growth of the Company. Participants may be granted from time to time one or more Awards.
ARTICLEIV
LIMITON SHARES OF STOCK COVERED BY AWARDS
Subject to adjustment as provided in Article VII, Awards covering a total of 500,000 shares of Stock may be issued pursuant to the Plan. Any shares of Stock covered by an Award (or portion of an Award) that is canceled, forfeited or expires without resulting in distribution of a Payment Amount shall again become available for coverage by other Awards under the Plan.
ARTICLEV
AWARDS
5.1 Persons Eligible. The Administrator, in its sole discretion, may grant a Participant one or more Awards.
5.2 Form of Settlement of Awards. All Awards shall be settled solely in cash.
5.3 Terms of Grant.** The Administrator shall determine, at the time of the grant of an Award, and shall set forth in an Award Agreement, the terms and conditions that will apply to the Award, including (a) the number of shares of Stock with respect to which the Award is granted, (b) the formula for determining the Payment Amount, (c) any vesting requirements, (d) the Settlement Date, and (e) whether the Payment Amount will be made in a lump sum or a specified number of installments. Each Award granted under the Plan shall be evidenced by an Award Agreement. An Award Agreement shall be issued by the Company in the name of the Participant and in such form as may be approved by the Administrator. The Award Agreement shall incorporate and conform to the conditions in the Plan as well as any other terms and conditions that are not inconsistent with the Plan as the Board may consider appropriate. In the event of any inconsistency between the provisions of the Plan and any Award Agreement, the provisions of the Plan shall govern.
(a) Formulafor Determining Payment Amount.**
(i) For an Award, a Participant shall receive a Sub-Account allocation equal to Earnings per Share, for each share of Stock covered by the Award, for each calendar quarter from the first calendar quarter that begins as of or next following the Date of Grant through the last calendar quarter that ends prior to the Settlement Date. For clarity, if the Settlement Date is December 31, 2025, Earnings per Share is measured through the quarter ending September 30, 2025. The Administrator, in its discretion, may adjust Earnings per Share for purposes of the Plan for any fiscal quarter or other period to mitigate or exclude the impact of any item that is unusual in nature or amount or infrequent in occurrence if it determines such adjustment to be equitable or appropriate, including to effect the purposes and intent of the Plan.
(ii) A separate Sub-Account shall be established on the books and records of the Company for each Award received by a Participant, and allocations shall be credited accordingly.
(iii) As soon as practicable after Earnings per Share for a calendar quarter are available, the Company shall credit to the balance in Participant’s Account an allocation described in Section (a)(i) above with respect to each Award held by such Participant.
(iv) A Participant’s Account, each Sub-Account, and any a balance, credit or allocation with respect thereto, shall be for the Company’s recordkeeping purposes only and shall not create any right of the Participant to any assets of the Company or any fund whatsoever, whether or not the Company elects to establish an account or “rabbi trust” or uses any other vehicle as a means of assisting itself in satisfying its obligations under the Plan.
(b) Vesting;Forfeiture.** For an Award, unless otherwise provided in the Award Agreement, the related Sub-Account balance will become vested in 25% increments, on each of the first through fourth anniversaries of the Date of Grant, subject to the Participant’s continuous employment with the Company or the Bank through the applicable anniversary. Only the vested portion of the Sub-Account balance will become payable following a Settlement Date, and the unvested portion of the Sub-Account balance will be forfeited upon the Participant’s Separation from Service for any reason. In addition, if a Participant is terminated by the Company for Cause (or resigns at a time when Cause exists), the Participant also shall forfeit the vested portion of the Sub-Account balance.
(c) SettlementEvent.** For an Award, unless a different Settlement Event is provided in the Award Agreement, the Settlement Event will be the first to occur of (i) the 10-year anniversary of the Effective Date; (ii) the Participant’s Separation from Service; or a (iii) Change in Control.
(d) Distributionof Account.** For each Sub-Account, unless otherwise provided in an Award Agreement, and as except as set forth in the following sentence, the vested portion of the Sub-Account balance will be paid in three equal or substantially equal installments, with the first installment made on or following the Settlement Event but within the same calendar year as the Settlement Event, and with the second and third installments, respectively, made on January 2 of the first and second calendar years, respectively, following the calendar year of the Settlement Event. Notwithstanding the foregoing, if the Settlement Event is (i) the Participant’s Separation from Service upon the Participant’s death while employed by the Company or the Bank or (ii) a Change in Control, the vested portion of the Sub-Account balance will be paid in a lump sum within 90 days following the Settlement Event. Payments under this Section 5.3 are subject to delay, if and to the extent required by Section 409A, as set forth in Section 10.5.
5.4 Withholding Requirement.** All payments under the Plan are subject to withholding of all taxes or other payments required to be withheld which are applicable to the Participant.
5.5 No Rights or Privileges as a Stockholder.** Receipt of an Award shall not entitle the Participant to voting rights, rights to dividends or other distributions, or any other rights or privileges of a stockholder of the Company or an Affiliated Company, whether with respect to the shares of Stock covered by the Award or otherwise.
ARTICLEVI
PLANADMINISTRATION
6.1 Creation of the Committee. The Board, in its sole discretion, may appoint a committee consisting of members of the Board (the “Committee”) to administer the Plan. Until such time, the Plan will be administered by the members of the Board who are “Non-Employee Directors” as such term is defined in Securities and Exchange Commission Rule 16b-3 (“Rule 16b-3”). If created, the Committee shall consist of “independent” directors for purposes of any relevant stock exchange listing standards and “Non-Employee Directors” as that term is defined in Rule 16b-3. The Board may from time to time remove members from or add members to the Committee, and vacancies on the Committee, howsoever caused, shall be filled by the Board. Members of the Committee and any subcommittee or special committee shall be appointed from time to time by the Board, shall serve at the pleasure of the Board and may resign at any time upon written notice to the Board.
6.2 Administrator Meetings and Actions.** The Administrator shall hold meetings at such times and places as it may determine. A majority of the members serving as Administrator shall constitute a quorum, and the acts of the majority of the members present at a meeting or a consent in writing signed by all members serving as Administrator (or such lesser number required by applicable law) shall be the acts of the Administrator and shall be final, binding and conclusive upon all persons, including the Company, its shareholders, and all persons having any interest in Awards which may be or have been granted pursuant to the Plan.
6.3 Powers of Administrator.** In accordance with the provisions of the Plan, the Administrator shall, in its sole discretion, select the Participants from among the Eligible Persons, determine the Awards to be made pursuant to the Plan, and the time at which such Awards are to be made, fix the terms of the Awards as the Administrator may deem necessary or desirable and consistent with the terms of the Plan. The Administrator shall determine the form or forms of the Award Agreements with respect to Awards, which provisions need not be identical as between Participants. The Administrator shall have the full and exclusive right to grant and determine terms and conditions of all Awards. The Administrator may from time to time adopt such rules and policies for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Administrator may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement, or other agreement or document entered into or operative hereunder in the manner and to the extent it shall deem expedient, and it shall be the sole and final judge of such expediency. Neither the Administrator nor any member of the Board or Committee shall be liable for any action or determination made hereunder in good faith. The determinations, interpretations and other actions of the Administrator hereunder shall be binding and conclusive for all purposes and on all persons.
6.4 Interpretation of Plan.** The determination of the Administrator as to any disputed question arising under the Plan, including questions of construction and interpretation, shall be final, binding and conclusive upon all persons, including the Company, its shareholders, and all persons having any interest in Awards which may be or have been granted pursuant to the Plan.
6.5 Indemnification. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid in settlement thereof, with the Company’s approval, or paid in satisfaction of a judgment in any such action, suit or proceeding against him or her, provided such person shall give the Company an opportunity, at its own expense, to handle and defend the same before undertaking to handle and defend it on such person’s own behalf. The foregoing right of indemnification shall not be exclusive of, and is in addition to, any other rights of indemnification to which any person may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
ARTICLEVII
CHANGEIN CAPITAL STRUCTURE
7.1 Effect of Change in Capital Structure. In the event of changes in the outstanding shares of Stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, spin-off of a subsidiary, or other relevant change in capitalization occurring after the Date of Grant of any Award, the number and kind of shares of stock or securities of the Company subject to outstanding and future Awards and other relevant provisions shall be equitably adjusted by the Administrator, whose determination shall be binding on all persons, to the extent necessary to preserve the economic intent of such Award. If the adjustment would produce fractional shares of Stock covered by any Award, the Administrator may adjust appropriately the number of shares covered by the Award so as to eliminate the fractional shares.
7.2 Authority. Notwithstanding anything in the Plan to the contrary, the Administrator may take the foregoing actions without the consent of any Participant, and the Administrator’s determination shall be conclusive and binding on all persons for all purposes. The Administrator shall make its determinations consistent with Rule 16b-3, to the extent applicable, as well as with applicable provisions of the Code.
ARTICLEVIII
REQUIREMENTSOF LAW
8.1 Requirements of Law.** The granting of Awards and the payment of cash pursuant to the Plan shall be subject to all applicable laws, rules and regulations.
8.2 Governing Law.** The Plan and all Award Agreements and Awards hereunder shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia.
ARTICLEIX
PLANAMENDMENT, MODIFICATION AND TERMINATION
The Board may at any time and from time to time amend, modify or terminate the Plan; provided, that any such action shall be implemented in a manner intended to satisfy Section 409A, to the extent applicable. No amendment, modification or termination of the Plan shall in any manner adversely affect any vested Award (or vested portion of any Award) previously granted under the Plan, without the consent of the Participant holding such Award.
ARTICLEX
MISCELLANEOUS
10.1 No Right to Continued Employment. Nothing contained in the Plan or in any Award shall change a Participant’s employment agreement with the Company and/or the Bank, if any, or confer upon any Participant any right with respect to the continuation of his or her employment by, or consulting relationship with, the Company, or interfere in any way with the right of the Company or the Bank at any time to terminate such services or to increase or decrease the compensation of a Participant from the rate in existence at the time of the grant of an Award. Nothing in this Plan shall limit or impair the Company’s or the Bank’s right to terminate the employment of any employee, to terminate the consulting services of any consultant, or to terminate the services of any director.
10.2 Non-transferability. Except as provided otherwise in the following sentence, no right or interest of any Participant in an Award shall be assignable or transferable during the lifetime of the Participant, either voluntarily or involuntarily, or subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. In the event of a Participant’s death, a Participant’s rights and interests in Awards shall be transferable only to a beneficiary designated in accordance with procedures established by the Administrator or, absent such designation, by will or the laws of descent and distribution, and payment of any amounts due under the Plan shall be made to the Participant’s beneficiary, legal representatives, heirs or legatees.
10.3 Plan is Unfunded.** The Plan is and shall remain unfunded for purposes of the Code and the Employee Retirement Income Security Act of 1974, as amended, and each Participant is a general unsecured creditor of the Company with respect to the Plan and any Award hereunder.
10.4 Other Employee Benefits.** Except as specifically required by the documentation governing the employee benefit or applicable law, the amount of any compensation deemed to be received by a Participant as a result of Awards shall not constitute “earnings” or “compensation” with respect to which other employee benefits of such Participant, if any, are determined, including without limitation benefits under any pension, profit sharing, 401(k), life insurance or salary continuation plan.
10.5. Section 409A. This Plan is intended to comply with Section 409A and each provision hereof, including any definition, and each Award Agreement shall be interpreted and administered accordingly. Notwithstanding the foregoing, neither the Company nor the Bank nor any affiliated entity of either make any guarantee of such compliance and Participant shall be solely responsible for any tax consequences or liability with respect to an Award, including under Section 409A. Each payment hereunder, including each payment in a series of installments, shall be deemed to be a separate payment for purposes of Section 409A. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, to the extent that all or a portion of the Payment Amount is deemed deferred compensation under Section 409A, if the Participant is a “specified employee” within the meaning of Section 409A as of the date of the Participant’s Separation from Service, then any amounts or benefits payable under the Plan upon the Participant’s Separation from Service which (i) are subject to the provisions of Section 409A; (ii) are not otherwise exempt from status as deferred compensation under Section 409A; and (iii) would otherwise be payable during the first six-month period following such Separation from Service, shall be paid on the first business day next following the earlier of (1) the date that is six (6) months and one day following the Participant’s separation from service or (2) the date of the Participant’s death.
IN WITNESS WHEREOF, the Company has caused this Long-Term Cash Incentive Plan to be duly executed, effective as of the Effective Date.
NEWPEOPLES BANKSHARES, INC.
By: ____________________________________
Its: _____________________________________
Exhibit10.2
NEWPEOPLES BANKSHARES, INC.
LONG-TERMCASH INCENTIVE PLAN
[FORMOF] AWARD AGREEMENT
THIS AWARD AGREEMENT (this “Agreement”) is dated this ____ day of __________,^[1]^ (the “Date of Grant”), by and between New Peoples Bankshares, Inc., a Virginia financial holding company (the “Company”), and _________ (the “Participant”).
The Company has adopted the New Peoples Bankshares, Inc. Long-Term Cash Incentive Plan (as amended, modified or supplemented from time to time, the “Plan”), by this reference made a part hereof, for the benefit of certain employees of the Company and/or the Bank. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Plan.
Pursuant to the Plan, the Administrator has determined that it would be in the best interest of the Company and its shareholders to grant the Award provided herein in order to provide the Participant with additional remuneration for services rendered, to encourage the Participant to remain in the employ of the Company and/or the Bank and to increase the Participant’s personal interest in the continued success and progress of the Company.
The Company and the Participant therefore agree as follows:
1. Grantof Award. Subject to the terms and conditions herein and in the Plan, the Company hereby awards to the Participant, this Award covering ______ shares of Stock (the “Covered Shares”), which represents the right to one or more Earnings per Share-based cash payments with respect to the Covered Shares determined in accordance with Plan Section 5.3. This Award is subject to adjustment in the event of a change in capital structure of the Company pursuant to Article VII of the Plan.
2. Vesting;Forfeiture. The Sub-Account attributable to this Award will vest in twenty-five percent (25%) increments, on each of the first through fourth anniversaries the Date of Grant, subject to the Participant’s continuous employment with the Company or the Bank through the applicable anniversary. Only the vested portion of the Sub-Account will become payable following a Settlement Date, and the unvested portion of the Sub-Account balance will be forfeited upon the Participant’s Separation from Service for any reason. In addition, if a Participant is terminated by the Company for Cause (or resigns at a time when Cause exists), the Participant also shall forfeit the vested portion of the Sub-Account balance.
3. SettlementEvent. The Settlement Event for this Award will be the first to occur of (i) the 10-year anniversary of the Effective Date; (ii) the Participant’s Separation from Service; or a (iii) Change in Control.
4. Distributionof Sub-Account.** Except as set forth in the following sentence, the vested portion of the Sub-Account balance attributable to this Award will be paid in three equal or substantially equal installments, with the first installment made on or following the Settlement Event but within the same calendar year as the Settlement Event, and with the second and third installments, respectively, made on January 2 of the first and second calendar years, respectively, following the calendar year of the Settlement Event. Notwithstanding the foregoing, if the Settlement Event is (i) the Participant’s Separation from Service upon the Participant’s death while employed by the Company or the Bank or (ii) a Change in Control, the vested portion of the Sub-Account balance will be paid in a lump sum within 90 days following the Settlement Event. Payments under this Section 4 are subject to delay, if and to the extent required by Section 409A, as set forth in Plan Section 10.5.
5. Non-transferabilityof this Award. Except as provided otherwise in the following sentence, no right or interest of the Participant in this Award shall be assignable or transferable during the lifetime of the Participant, either voluntarily or involuntarily, or subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. In the event of the Participant’s death, the Participant’s rights and interests in this Award shall be transferable only to a beneficiary designated in accordance with procedures established by the Administrator or, absent such designation, by will or the laws of descent and distribution, and payment of any amounts due under the Plan shall be made to the Participant’s legal representatives, heirs or legatees. Until otherwise announced by the Administrator, any beneficiary designation shall be made on the form attached as Exhibit A.
6. NoShareholder Rights. The Participant shall not be deemed for any purpose to be, or to have any of the rights of, a shareholder of the Company due to the Participant’s receipt of this Award or any payment hereunder. Furthermore, the existence of this Award Agreement shall not affect in any way the right or power of the Company or its shareholders to accomplish any corporate act.
7. MandatoryWithholding for Taxes. Participant acknowledges and agrees that the Company shall deduct from the cash otherwise payable or deliverable hereunder an amount of cash that is equal to the amount of all federal, state and local taxes required to be withheld by the Company upon distribution of the Sub-Account balance, as determined by the Administrator.
8. Notice. Unless the Company notifies the Participant in writing of a different procedure, any notice or other communication to the Company with respect to this Award Agreement shall be in writing and shall be delivered personally to the following address:
New Peoples Bankshares, Inc.
67 Commerce Drive
Honaker, Virginia 24260
Attention: Director, Human Resources
Any notice or other communication to the Participant with respect to this Award Agreement shall be in writing and shall be delivered personally, or shall be sent by first class mail, postage prepaid, to the Participant’s address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Participant of a change of address.
9. GranteeEmployment. Nothing contained in this Award Agreement, and no action of the Company or the Board with respect hereto, shall confer or be construed to confer on the Participant any right to continue in the employ of the Company and/or the Bank or interfere in any way with the right of the Company and/or the Bank to terminate the Participant’s employment at any time, with or without Cause.
10. GoverningLaw. This Award Agreement shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Virginia.
11. EntireAgreement; Amendment. This Award Agreement constitutes the entire agreement between the Participant and the Company with respect to the subject matter hereof and shall be binding upon the Participant’s legatees, distributees, and personal representatives and the successors of the Company. This Award Agreement may only be amended by a writing signed by both the Participant and the Company.
12. GranteeAcceptance. By signing in the space provided at the end hereof and returning a signed copy to the Company, the Participant shall signify (a) receipt of a copy of the Plan and (b) acceptance of the terms and conditions of this Award Agreement and of the Plan.
ATTEST: NEW PEOPLES BANKSHARES, INC.
By:___________________________
[Name]
[Chairman]
ACCEPTED:
[Name of officer]
ExhibitA
NEWPEOPLES BANKSHARES, INC. LONG-TERM CASH INCENTIVE PLAN
AWARDAGREEMENT
Designationof Beneficiary
I, _______________________ (the “Participant”), in accordance with the rights granted to me under the Award Agreement dated ________________________, by and between New Peoples Bankshares, Inc. (the “Company”) and the Participant under the New Peoples Bankshares, Inc. Long-Term Cash Incentive Plan (the “Plan”) do hereby nominate as Beneficiary thereunder to receive payments under the Award Agreement in the event of my death:
| Primary Beneficiary: | |||
|---|---|---|---|
| Name: | _____________________________________ | Percent<br> to Beneficiary: | ________________ |
| Social<br> Security Number/TIN: _______________________ | Relationship: | ________________ | |
| Name: | ___________________________________ | Percent<br> to Beneficiary: | ________________ |
| Social<br> Security Number/TIN: _____________________ | Relationship: | ________________ | |
| Contingent<br> Beneficiary: | |||
| Name: | ____________________________ | Percent<br> to Beneficiary: | ________________ |
| Social<br> Security Number/TIN: _____________________ | Relationship: | ________________ | |
| Name: | __________________________________ | Percent<br> to Beneficiary: | _______________ |
| Social<br> Security Number/TIN: ________________________ | Relationship: | _______________ |
I further reserve the privilege of changing the Beneficiary herein named at any time or times without the consent of any such beneficiary. This designation is made upon the following terms and conditions:
| 1. | The<br> word "Beneficiary" as used herein shall include the plural, Beneficiaries. |
|---|---|
| 2. | For<br> purposes of this Beneficiary Designation, no person shall be deemed to have survived the<br> participant if that person dies within thirty (30) days of the participant's death. |
| --- | --- |
| 3. | Beneficiary<br> shall mean the Primary Beneficiary if such Primary Beneficiary survives the participant by<br> at least thirty (30) days and shall mean the Contingent Beneficiary if the Primary Beneficiary<br> does not survive the participant by at least thirty (30) days. |
| --- | --- |
| 4. | If<br> the Primary Beneficiary shall be deceased on any payment date provided in the Award Agreement,<br> any and all remaining payments shall be payable to the Contingent Beneficiary unless the<br> executors or administrators of said deceased Beneficiary are named as Primary Beneficiary<br> herein above. |
| --- | --- |
| 5. | If<br> more than one Beneficiary is named within the same class (i.e., Primary or Contingent), then<br> payments shall be made equally to such Beneficiaries unless otherwise provided herein above.<br> If any such Beneficiary dies while receiving payments under the Award Agreement, any and<br> all remaining payments shall continue to be made to the surviving Beneficiaries of such class<br> and to the legal heirs of the deceased Beneficiary, which legal heirs shall receive the amount<br> which was being received by said deceased Beneficiary. If all of the Beneficiaries of a class<br> shall die, any and all remaining payments shall be made to the next class of Beneficiaries,<br>as provided under Paragraph 4 above. |
| --- | --- |
| 6. | If<br> none of the Beneficiaries named herein above are living on any said payment date, any and<br> all remaining payments shall be made to my executors or administrators, or upon their<br> written request, to any person or persons so designated by them. |
| --- | --- |
| 7. | If<br> any such payments shall be payable to any trust, the Company shall not be liable to see to<br> the application by the Trustee of any payment hereunder at any time, and may rely upon the<br> sole signature of the Trustee to any receipt, release or waiver, or to any transfer or other<br> instrument to whomsoever made purporting to affect this designation or any right hereunder. |
| --- | --- |
This designation cancels and supersedes any Beneficiary Designation heretofore made by me with respect to the Award Agreement and the right to receive payments thereunder.
Dated: ________________________________ My Signature: _______________________________________
^[1]^Note: Insert day, month and year committee approval date for this Award.