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): December 21, 2005
First
United Corporation
(Exact
name of registrant as specified in its charter)
|
Maryland
|
0-14237
|
52-1380770
|
|
(State
or other jurisdiction of incorporation
or organization)
|
(Commission
file number)
|
(IRS Employer Identification
No.)
|
| |
|
|
19
South Second Street, Oakland, Maryland 21550
(Address
of principal executive offices) (Zip Code)
(301)
334-9471
(Registrant’s
telephone number, including area code)
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 obligations of the registrant under any of the following
provisions:
oWritten
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure
of Directors or Principal Officers; Election of
Directors; Appointment
of Principal Officers
(b)
and
(c) Departure
of Principal Officer; Appointment of Principal Officer.
On
December 21, 2005, the Board of Directors of First United Corporation (the
“Corporation”) appointed Carissa L. Rodeheaver as Chief Financial Officer
(“CFO”) and Senior Vice President of the Corporation. Prior to this time, Robert
W. Kurtz served in the dual capacity of President and CFO of the Corporation.
Because of the recent growth of the Corporation and the diversification of
its
operations in recent years, Mr. Kurtz recommended that the Board appoint
a
separate CFO to oversee the financial function of the Corporation and thereby
allow him to focus all of his efforts and attention on the growth, development,
operations, and strategies of the Corporation and its subsidiaries, including
its Maryland trust company subsidiary, First United Bank & Trust (the
“Bank”).
Ms.
Rodeheaver, who is 39 years old, is a Certified Public Accountant and Certified
Financial Planner and has been employed by the First United organization
since
1992. During this time, she has served as Trust Officer of the Bank; Assistant
Vice President and Trust Sales Officer of the Bank; Trust Sales Officer of
the
Bank; Vice President and Trust Sales Officer of the Bank; Trust Department
Sales
Manager of the Bank; and, most recently, Vice President and Assistant Chief
Financial Officer of the Corporation and the Bank. In addition to her service
with the Corporation, Ms. Rodeheaver owns and operates Country Treasures,
an
unincorporated retail seller of home furnishings and décor, Rodeheaver Rentals,
an unincorporated entity that owns and leases commercial and residential
real
property, and several residential apartments that she leases to
tenants.
Remuneration
paid to Ms. Rodeheaver in 2004 and 2005 for services rendered to the Corporation
was $138,477 and $ 117,322, respectively. These amounts include salary,
incentive pay, bonus, imputed income related to premiums paid for group life
insurance, imputed income related to premiums paid for bank owned life
insurance, and matching contributions to the Corporation’s 401(k) plan. In
connection with her appointment as CFO, it is contemplated that Ms. Rodeheaver
will receive an annual salary of $108,000 and be eligible (subject to any
eligibility and vesting requirements) to participate in the executive pay
for
performance, life insurance, and other benefit plans generally available
to
executive officers of the Corporation.
Transactions
between the Corporation and Ms. Rodeheaver and her related interests during
the
past two years other than the remuneration discussed above have been limited
to
loans from the Bank to her and her husband. The Bank periodically engages
in
banking transactions in the ordinary course of its business with executive
officers of the Corporation and its subsidiaries and their related interests
on
substantially the same terms, including interest rates, collateral, and
repayment terms, as those prevailing at the same time for comparable
transactions with non-affiliated persons. The
Bank
makes every attempt to structure these extensions of credit so that they
do
not
involve more than the normal risk of collectability or present other unfavorable
features. Loans to Ms. Rodeheaver and her husband were as follows: a $400,000
commercial mortgage loan; a $160,000 commercial mortgage loan; and a $100,000
residential mortgage loan.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
| |
|
|
| |
FIRST
UNITED CORPORATION |
|
|
|
| Dated:
December 27, 2005 |
By: |
/s/ William
B.
Grant
|
| |
William B. Grant |
| |
Chairman
and CEO |