March
27, 2009
|
Sincerely
yours,
|
|
WILLIAM
B. GRANT
|
|
Chairman
of the Board &
|
|
Chief
Executive Officer
|
|
1.
|
To
vote on the election of the four (4) Director nominees named in the
attached Proxy Statement and form of Proxy to serve on the Board of
Directors until the 2012 Annual Meeting of Shareholders and until the
election and qualification of their
successors.
|
|
2.
|
To
ratify the appointment of Beard Miller Company LLP as the Corporation’s
independent auditors for fiscal year
2009.
|
|
3.
|
To
consider and approve a non-binding advisory vote on the Corporation’s
executive compensation program and policies;
and
|
|
4.
|
To
transact such other business as may be properly brought before the meeting
or any adjournment thereof.
|
|
·
|
By
completing the accompanying form of Proxy and returning it in the envelope
provided;
|
|
·
|
By
submitting your vote
telephonically;
|
|
·
|
By
submitting your vote electronically via the Internet;
or
|
|
·
|
By
attending the 2009 Annual Meeting and casting your vote in
person.
|
Common Stock
Beneficially
Owned
|
Percentage of
Outstanding
Common Stock
|
|||||||||||
Directors, Nominees
and Named Executive Officers:
|
||||||||||||
David
J. Beachy
|
6,873 | .11 | % | |||||||||
M.
Kathryn Burkey
|
3,890 | (1 | ) | .06 | % | |||||||
Faye
E. Cannon
|
2,477 | .04 | % | |||||||||
Paul
Cox, Jr.
|
2,358 | .04 | % | |||||||||
William
B. Grant
|
9,954 | (2 | ) | .16 | % | |||||||
Robin
E. Murray.
|
713 | (3 | ) | .01 | % | |||||||
Raymond
F. Hinkle
|
5,951 | (4 | ) | .10 | % | |||||||
Robert
W. Kurtz
|
2,318 | (5 | ) | .04 | % | |||||||
Steven
M. Lantz
|
1,814 | (6 | ) | .03 | % | |||||||
John
W. McCullough
|
5,830 | .10 | % | |||||||||
Elaine
L. McDonald
|
6,900 | (7 | ) | .11 | % | |||||||
Donald
E. Moran
|
134,031 | (8 | ) | 2.19 | % | |||||||
Carissa
L. Rodeheaver
|
1,068 | (9 | ) | .02 | % | |||||||
Gary
R. Ruddell
|
1,798 | .03 | % | |||||||||
I.
Robert Rudy
|
33,353 | (10 | ) | .54 | % | |||||||
Richard
G. Stanton
|
14,745 | (11 | ) | .24 | % | |||||||
Robert
G. Stuck
|
3,981 | .07 | % | |||||||||
H.
Andrew Walls, III
|
317 | .01 | % | |||||||||
Directors
& Executive Officers as a Group (22 persons)
|
260,279 | 4.25 | % | |||||||||
5% Beneficial
Owners:
|
||||||||||||
Firstoak
& Company
|
362,222 | (12 | ) | 5.92 | % | |||||||
P.O.
Box 557
|
||||||||||||
Oakland,
Maryland 21550
|
United
States Department of the Treasury
|
326,323 | (13 | ) | 5.33 | % | |||||||
1500
Pennsylvania Avenue, NW
|
||||||||||||
Washington,
D.C. 20220
|
||||||||||||
Total
|
948,827 | 15.50 | % |
(1)
|
Includes
243 shares owned by spouse.
|
(2)
|
Includes
6,366 shares owned jointly with spouse, 6 shares owned jointly with
daughter, 218 shares owned by son, 5 shares owned by daughter, 2,425
shares held in a 401(k) plan account, 377 shares owned by spouse’s IRA,
and 203 shares owned by spouse and
daughter.
|
(3)
|
Includes
139 shares owned jointly with spouse and 574 shares held in a 401(k) plan
account.
|
(4)
|
Includes
5,584 shares owned jointly with
spouse.
|
(5)
|
Includes
2,295 shares held in a 401(k) plan
account.
|
(6)
|
Includes
254 shares owned jointly with spouse, 6 shares owned by son and 1,130
shares held in a 401(k) plan
account.
|
(7)
|
Includes
230 shares held by spouse’s IRA and includes 1,000 shares held by Grantor
Trust of which Ms. McDonald is trustee and beneficiary, which shares are
pledged to secure a line of credit.
|
(8)
|
Includes
86,593 shares owned by daughters over which Mr. Moran has shared
investment discretion and 25,000 shares owned by
spouse.
|
(9)
|
Includes
262 shares held jointly with spouse, 16 shares held by spouse for benefit
of a minor child and 790 shares held in a 401(k) plan
account.
|
(10)
|
Includes
837 shares owned jointly with spouse, 6,299 shares owned by spouse, 4,058
shares owned by daughters, 15,575 shares owned by I.R. Rudy’s, Inc. of
which Mr. Rudy is owner.
|
(11)
|
Includes
9,008 shares owned jointly with spouse and 1,619 shares held in spouse’s
IRA.
|
(12)
|
Shares
held in the name of Firstoak & Company, as nominee, are administered
by the Trust Department of First United Bank & Trust in a fiduciary
capacity. Firstoak & Company disclaims beneficial ownership
of such shares.
|
|
(13)
|
Amount
represents shares subject to an immediately exercisable common stock
purchase warrant issued to Treasury in connection with the Corporation’s
participation in Treasury’s Capital Purchase
Program.
|
Occupation
|
Director
|
|||||
Name
|
Age
|
During
Past Five Years
|
Since
|
|||
Robert
W. Kurtz
|
62
|
President,
Chief Risk Officer, Secretary,
|
1990
|
|||
and
Treasurer of the Corporation and
|
||||||
the
Bank; director, Secretary and Treasurer of
|
||||||
OakFirst
Loan Center, Inc. and OakFirst
|
||||||
Loan
Center, LLC.
|
Elaine
L. McDonald
|
60
|
Realtor,
Long & Foster Realtors.
|
1995
|
|||
Donald
E. Moran
|
78
|
Acting
President, General Manager, Secretary
|
1988
|
|||
and
Treasurer, Moran Coal Corporation.
|
||||||
Gary
R. Ruddell
|
61
|
President,
Total Biz Fulfillment, provides
|
2004
|
|||
business
services; Member, Gary R. Ruddell LLC,
|
||||||
commercial
real estate; Member, MSG
|
||||||
Glendale
Properties LLC, residential real estate.
|
Occupation
|
Director
|
|||||
Name
|
Age
|
During
Past Five Years
|
Since
|
|||
M.
Kathryn Burkey
|
58
|
Certified
Public Accountant, Owner,
|
2005
|
|||
M.
Kathryn Burkey, CPA
|
||||||
I.
Robert Rudy
|
56
|
President,
Rudy’s Inc.,
|
1992
|
|||
Retail
Apparel and Sporting Goods.
|
||||||
Richard
G. Stanton
|
69
|
Retired. Served
as Chairman, President
|
1985
|
|||
and
Chief Executive Officer of First United
|
||||||
Corporation
and First United Bank & Trust
|
||||||
until
1996.
|
||||||
Robert
G. Stuck
|
62
|
Vice
President, Oakview Motors, Inc. - Retired.
|
1995
|
|||
Realtor,
Long & Foster Real Estate, Inc.
|
||||||
H.
Andrew Walls, III
|
48
|
President,
Morgantown Printing & Binding;
|
2006
|
|||
Member,
MEGBA, LLC.
|
Occupation
|
Director
|
|||||
Name
|
Age
|
During
Past Five Years
|
Since
|
|||
David
J. Beachy
|
68
|
Fred
E. Beachy Lumber Co., Inc.
|
1985
|
|||
Building
Supplies – Retired.
|
||||||
Faye
E. Cannon
|
59
|
Consultant,
Director of Dan Ryan Builders, Inc;
|
2004
|
|||
Former
Chief Executive Officer and President
|
||||||
of
F & M Bancorp, Frederick, Maryland – Retired.
|
||||||
Paul
Cox, Jr.
|
69
|
Owner,
Professional Tax Service.
|
1993
|
|||
William
B. Grant
|
55
|
Chairman
of the Board, CEO
|
1995
|
|||
First
United Corporation and
|
||||||
First
United Bank & Trust.
|
John
W. McCullough
|
59
|
Certified
Public Accountant. Retired in 1999
|
2004
|
|||
as
Partner of Ernst & Young, LLP.
|
DIRECTOR COMPENSATION
|
||||||||||||||||||||
Name
|
Fees earned or
paid in cash
($)
|
Stock Awards
($)(1)
|
Change in
pension
value and
nonqualified
deferred
compensation
earnings
($)
|
All other
compensation
($)(2)
|
Total
($)
|
|||||||||||||||
David
J. Beachy
|
32,590 | 4,990 | - | - | 37,580 | |||||||||||||||
M.
Kathryn Burkey
|
31,590 | 4,990 | - | 450 | 37,030 | |||||||||||||||
Faye
E. Cannon
|
35,190 | 4,990 | - | 700 | 40,880 | |||||||||||||||
Paul
Cox, Jr.
|
35,190 | 4,990 | - | 850 | 41,030 | |||||||||||||||
Raymond
F. Hinkle
|
32,490 | 4,990 | - | 400 | 37,880 | |||||||||||||||
John
W. McCullough
|
32,590 | 4,990 | - | - | 37,580 | |||||||||||||||
Elaine
L. McDonald
|
36,690 | 4,990 | - | - | 41,680 | |||||||||||||||
Donald
E. Moran
|
26,890 | 4,990 | - | 275 | 32,155 | |||||||||||||||
Gary
R. Ruddell
|
30,290 | 4,990 | - | - | 35,280 | |||||||||||||||
I.
Robert Rudy
|
29,040 | 4,990 | - | - | 34,030 | |||||||||||||||
Richard
G. Stanton
|
33,390 | 4,990 | - | - | 38,380 | |||||||||||||||
Robert
G. Stuck
|
34,790 | 4,990 | - | - | 39,780 | |||||||||||||||
H.
Andrew Walls, III
|
30,990 | 4,990 | - | 375 | 36,355 |
(1)
|
Amounts
relate to the grant of 267 fully-vested shares of Common Stock to each
non-employee director in 2008 and reflect the dollar amount recognized for
financial statement reporting purposes during 2008 in accordance with
Statement of Financial Accounting Standards No. 123R, “Accounting for
Share-based Payments”. See Note 1 to the consolidated audited
financial statements contained in the Corporation’s Annual Report on Form
10-K for the year ended December 31, 2008 regarding assumptions underlying
valuation of equity awards. The grant date fair value of these
awards was $68,863. No other equity awards were outstanding as
of December 31, 2008.
|
(2)
|
Certain
Directors are required to travel significantly greater distances than
others to attend Board and committee meetings. The amounts
shown include a travel allowance paid to these
Directors.
|
By:
|
AUDIT
COMMITTEE
|
M.
Kathryn Burkey
|
|
Faye
E. Cannon
|
|
Paul
Cox, Jr.
|
|
Raymond
F. Hinkle
|
|
John
W. McCullough
|
|
Elaine
L. McDonald
|
|
Richard
G. Stanton
|
|
Robert
G. Stuck
|
|
·
|
Incorporates
executive sessions (without management present) into all Compensation
Committee meetings;
|
|
·
|
Utilizes
an independent compensation consultant to advise on executive compensation
issues;
|
|
·
|
Review
and realign compensation structures based on targeting median competitive
pay;
|
|
·
|
Review
peer group performance comparisons;
|
|
·
|
Performs
annual reviews for all executive
officers;
|
|
·
|
Reviews
and revises short-term incentive plan for members of executive management
to insure payments are aligned with corporate performance;
and
|
|
·
|
Monitors
established parameters for the long-term incentive plan for members of
executive management and insures the plan is aligned with shareholder
interests.
|
|
·
|
Motivate
and reward senior management for increasing long-term shareholder
value.
|
|
·
|
Create
a strong focus on pay-for-performance by ensuring that a significant
portion of total compensation is subject to the risk of forfeiture if
performance goals are not
satisfied.
|
|
·
|
Position
total compensation to be competitive with the market for meeting defined
performance goals.
|
|
·
|
Enable
us to attract and retain talent needed to drive its
success.
|
|
–
|
Return
on shareholder’s
equity: 13.44%
|
|
–
|
Earnings
per share: $2.35
|
|
–
|
Efficiency
ratio: 61.80%
|
|
–
|
Operating
Income as a Percentage of Net
Revenue: 29%
|
|
–
|
Growth
of COBO
Relationships: 5%
|
Threshold %
|
Target %
|
Stretch %
|
||||||||||
William
B. Grant
|
20%
|
40%
|
50%
|
|||||||||
Robert
W. Kurtz
|
15%
|
30%
|
37.5%
|
|||||||||
Carissa
L. Rodeheaver
|
15%
|
30%
|
25%
|
|||||||||
Steven
M. Lantz
|
10%
|
20%
|
25%
|
|||||||||
Robin
E. Murray
|
10%
|
20%
|
25%
|
|
–
|
Return
on shareholders’ equity
of 9.31%
|
|
–
|
Earnings
per share of $1.45
|
|
–
|
Efficiency
ratio of 59.85%
|
|
–
|
Operating
Income as a % of Net Revenue
of 25.97%
|
|
–
|
Growth
of COBO Relationships
of 8.58%
|
ACNB
Corporation
|
Franklin
Financial Services
|
American
National Bankshares
|
Harleysville
National Corporation
|
First
Chester County Corporation
|
Leesport
Financial Corporation
|
City
Holding Company
|
Orrstown
Financial Services
|
Citizens
& Northern Corporation
|
Peoples
Bancorp Inc.
|
Camco
Financial Corporation
|
Sandy
Spring Bancorp
|
First
Mariner Bancorp
|
Severn
Bancorp, Inc.
|
First
Community Bancshares
|
Shore
Bancshares, Inc.
|
CNB
Financial Corporation
|
Summit
Financial Group
|
Cardinal
Financial Corporation
|
Univest
Corporation of Pennsylvania
|
By:
|
COMPENSATION
COMMITTEE
|
Elaine
L. McDonald, Chairman
|
|
David
J. Beachy
|
|
M.
Kathryn Burkey
|
|
Faye
E. Cannon
|
|
Paul
Cox, Jr.
|
|
Raymond
F. Hinkle
|
|
Donald
E. Moran
|
|
Robert
G. Stuck
|
SUMMARY
COMPENSATION TABLE
|
Name and
principal position
|
Year
|
Salary
($)
|
Stock
Awards
($)(2)
|
Non-equity
incentive plan
compensation
($)(3)
|
Change in
pension value
and non-
qualified
deferred
compensation
earnings
($)(4)
|
All other
compensation
($)(5)
|
Total
($)
|
|||||||||||||||||||
William
B. Grant, Chairman/CEO (1)
|
2008
|
257,500 | 103,000 | - | 160,266 | 10,937 | 531,703 | |||||||||||||||||||
2007
|
250,000 | - | 100,000 | - | 9,705 | 359,705 | ||||||||||||||||||||
2006
|
250,000 | - | - | 758,646 | 11,550 | 1,020,196 | ||||||||||||||||||||
Robert
W. Kurtz,
President/CRO
(1)
|
2008
|
176,000 | 52,800 | - | - | 3,279 | 232,079 | |||||||||||||||||||
2007
|
170,000 | - | 51,000 | - | 3,583 | 224,583 | ||||||||||||||||||||
2006
|
163,269 | - | - | 332,565 | 3,825 | 499,659 | ||||||||||||||||||||
Carissa
L. Rodeheaver, SVP / CFO
|
2008
|
182,000 | 54,600 | - | 45,216 | 7,567 | 289,383 | |||||||||||||||||||
2007
|
145,796 | - | 29,500 | 58,620 | 5,360 | 239,276 | ||||||||||||||||||||
2006
|
115,579 | - | - | 45,717 | 4,581 | 165,887 | ||||||||||||||||||||
Steven
M. Lantz,
SVP
/ Chief Lending Officer
|
2008
|
170,000 | 34,000 | - | 73,749 | 8,057 | 285,806 | |||||||||||||||||||
2007
|
162,500 | - | 32,500 | - | 7,062 | 202,062 | ||||||||||||||||||||
2006
|
162,500 | - | - | 205,524 | 9,193 | 377,217 | ||||||||||||||||||||
Robin
E. Murray, SVP / Director of Retail Banking
|
2008
|
148,000 | 29,600 | - | 39,342 | 6,736 | 223,678 | |||||||||||||||||||
2007
|
140,000 | - | 25,833 | 140,573 | 5,006 | 311,412 | ||||||||||||||||||||
2006
|
116,667 | - | - | 100,248 | 5,264 | 222,179 |
(1)
|
Messrs.
Grant and Kurtz also serve as directors of the Corporation and of the Bank
but receive no separate remuneration for such
service.
|
(2)
|
The
Corporation calculates the value of stock awards using the provisions of
Statement of Financial Accounting Standards No. 123R, “Accounting for
Share-based Payments”. See Note 1 to the consolidated audited
financial statements contained in the Corporation’s Annual Report on Form
10-K for the year ended December 31, 2008 regarding assumptions underlying
valuation of equity awards.
|
(3)
|
Represents
amounts earned during the year under the
EPP.
|
(4)
|
Amounts
represent changes in the present value of the accumulated benefit (PVAB)
under the Pension Plan and the SERP from the previous year
end. Changes in value for the Pension Plan were: Mr.
Grant, $67,518 for 2008, $50,828 for 2007 and $35,289 for 2006; Mr. Kurtz,
$96,252 for 2008, $126,461 for 2007 and $66,409 for 2006; Ms. Rodeheaver,
$19,126 for 2008, $11,338 for 2007 and $8,783 for 2006; Mr. Lantz, $35,537
for 2008, $53,695 for 2007 and $34,050 for 2006; and Ms Murray, $33,097
for 2008, $35,260 for 2007 and $14,770 for 2006. Changes in
value for the SERP were: Mr. Grant, $92,748 for 2008, $-501,590
for 2007 and $723,357 for 2006; Mr. Kurtz, -$361,709 for 2008, -$182,001
for 2007 and $266,156 for 2006; Ms. Rodeheaver, $26,090 for 2008, $47,282
for 2007 and $36,934 for 2006; Mr. Lantz, $38,212 for 2008, -$174,148 for
2007 and $171,474 for 2006; and Ms Murray, $6,245 for 2008, $105,313 for
2007 and $85,478 for 2006.
|
(5)
|
Amounts include premiums related
to BOLI and group term life insurance available to all employees and
matching contributions to the 401(k) plan. The dollar value of
premiums related to the BOLI benefits plan and the Corporation’s group
life insurance program available to all employees is as
follows: Mr. Grant, $2,887 for 2008, $882 for 2007 and $653 for
2006; Mr. Kurtz, $3,583 for 2008, $3,583 for 2007 and $3,040 for 2006; Ms.
Rodeheaver, $309 for 2008, $248 for 2007 and $297 for 2006; Mr. Lantz,
$1,017 for 2008, $1,328 for 2007 and $836 for 2006; and Ms. Murray, $798
for 2008, $573 for 2007 and $331 for 2006. Matching
contributions made by the Corporation for the named executive officers
under the 401(k) Profit Sharing Plan are as follows: Mr. Grant,
$8,050 for 2008, $8,823 for 2007 and $5,284 for 2006; Mr. Kurtz, $0 for
2008, $0 for 2007 and $0 for 2006; Ms. Rodeheaver, $7,258 for 2008, $5,112
for 2007 and $3,716 for 2006; Mr. Lantz, $7,040 for 2008, $7,446 for 2007
and $5,468 for 2006; and Ms. Murray, $5,938 for 2008, $4,433 for 2007 and
$4,933 for 2006.
|
GRANTS
OF PLAN-BASED AWARDS
|
Name
|
Grant
Date
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
|
Estimated Possible Payouts Under
Equity Incentive Plan
Awards
|
|||||||||||||||||||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)(1)
|
Target
(#)(1)
|
Maximum
(#)(1)
|
|||||||||||||||||||||
Mr. Grant
|
1/1/2008
|
$ | 51,500 | $ | 103,000 | $ | 128,750 |
-
|
5,415
|
-
|
||||||||||||||||
6/18/2008
|
||||||||||||||||||||||||||
Mr.
Kurtz
|
1/1/2008
|
26,400 | 52,800 | 66,000 | - | 2,776 | - | |||||||||||||||||||
6/18/2008
|
||||||||||||||||||||||||||
Ms.
Rodeheaver
|
1/1/2008
|
27,300 | 54,600 | 68,250 | - | 2,870 | - | |||||||||||||||||||
6/18/2008
|
||||||||||||||||||||||||||
Mr.
Lantz
|
1/1/2008
|
17,000 | 34,000 | 42,500 | - | 1,787 | - | |||||||||||||||||||
6/18/2008
|
Ms.
Murray
|
1/1/2008
|
14,800 | 29,600 | 37,000 | - | 1,556 | - | |||||||||||||||||||
6/18/2008
|
(1)
|
The
awards were granted under the LTIP and provide for only a single award
payout if (and only if) the Corporation’s earnings per share for the year
ended December 31, 2010 equals or exceeds
$2.448.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
Stock Awards
|
||||||||
Name
|
Equity Incentive Plan Awards: Number
of Unearned Shares, Units or Other
Rights That Have Not Vested
(#)(1)
|
Equity Incentive Plan Awards: Market
or Payout Value of Unearned Shares,
Units or Other Rights That Have Not
Vested
($)(2)
|
||||||
Mr. Grant
|
5,415 | 72,994 | ||||||
Mr.
Kurtz
|
2,776 | 37,420 | ||||||
Ms.
Rodeheaver
|
2,870 | 38,688 | ||||||
Mr.
Lantz
|
1,787 | 24,089 | ||||||
Ms.
Murray
|
1,556 | 20,975 |
|
(1)
|
The
awards were granted under the LTIP and provide for the vesting of the
shares if (and only if) the Corporation’s earnings per share for the year
ended December 31, 2010 equals or exceeds
$2.448.
|
(2)
|
The market value of each award is
calculated based on a per share market value of $13.48, which was the
closing sales price of a share of common stock on December 31,
2008.
|
PENSION
BENEFITS
|
Name
|
Plan Name
|
Number of
years credited
service
(#) (1)
|
Present value of
accumulated
benefit
($) (2) (3)
|
Payments
during last fiscal
year
($)
|
||||||||||
Mr. Grant
|
Pension
Plan
|
30 | 489,930 | - | ||||||||||
SERP
|
30 | 734,799 | - | |||||||||||
Mr.
Kurtz
|
Pension
Plan
|
36 | 979,857 | - | ||||||||||
SERP
|
36 | - | - | |||||||||||
Ms.
Rodeheaver
|
Pension
Plan
|
17 | 76,958 | - | ||||||||||
SERP
|
24 | 343,967 | - | |||||||||||
Mr.
Lantz
|
Pension
Plan
|
22 | 271,041 | - | ||||||||||
SERP
|
24 | 511,018 | - | |||||||||||
Ms.
Murray
|
Pension
Plan
|
25 | 140,928 | - | ||||||||||
SERP
|
25 | 326,628 | - | |||||||||||
(1)
|
The
credited years of service under the SERP for Ms. Rodeheaver and Mr. Lantz
exceed their actual years of service by seven years and two years
respectively. The differences between the credited years SERP
value and the actual years SERP value for these officers
are: $233,661 for Ms. Rodeheaver and $254,481 for Mr.
Lantz.
|
(2)
|
The
amounts listed as the present accumulated benefits for SERP reflect the
dollar for dollar offset for the accumulated benefits payable under the
Pension Plan and 50% of the estimated social security benefits to be
received by the participant and are based on actual years of service. In
calculating the present value of accumulated benefits for SERP, the
following assumptions were used: Mortality – 1994 GAR; discount rate of
6.0%; assumed retirement age of 60 or attained age if later; annuity
factor at retirement based on 5%
discount.
|
(3)
|
All
employees are eligible to participate in the pension plan upon completion
of one year of service and the attainment of the age 21. A year
of service is defined as the completion of twelve consecutive months of
employment during which the employee worked at least 1,000
hours. In calculating the present value of the accumulated
benefits for the pension plan, the following assumptions were used:
Mortality – RP-2000; discount rate of 6.00%; assumed retirement age of 65;
normal form of benefit – 10 year certain and continuous annuity.
Compensation limits under 401(a) (17) are taken into account for these
calculations.
|
NON-QUALIFIED
DEFERRED COMPENSATION
|
Name
|
Executive
contributions
in last FY
($)
|
Registrant
contributions
in last FY
($)
|
Aggregate
earnings in
last FY (1)
($)
|
Aggregate
withdrawals/
distributions
($)
|
Aggregate
balance at
last FYE
($)
|
|||||||||||||||
Mr.
Grant
|
- | - | 10,697 | - | 278,855 | |||||||||||||||
Mr.
Kurtz
|
- | - | - | - | - | |||||||||||||||
Ms.
Rodeheaver
|
- | - | - | - | - | |||||||||||||||
Mr.
Lantz
|
15,000 | - | 951 | - | 32,255 | |||||||||||||||
Ms.
Murray
|
- | - | - | - | - |
(1)
|
This
column represents the investment income on the aggregate account balance
in the named officer’s account for the last fiscal
year. Balances are invested in various managed asset portfolio
[MAP] accounts, selected by the named officer, in the Trust department of
First United Bank & Trust.
|
Name
|
Reason for Termination
|
Severance
Plan Cash
Benefit
($)
|
Severance Plan
Benefit
Continuation
($) (3)
|
Estimated
SERP Benefit
($) (1) (2)
|
Estimated
BOLI
Benefit
($)
|
Total
($)
|
||||||||||||||||
Mr. Grant
|
Change
in control, disability, involuntary termination other than for cause, or
voluntary termination for good reason
|
872,925 | 14,226 | 734,799 | - | 1,621,950 | ||||||||||||||||
Death
|
- | - | 284,799 | 450,000 | 734,799 | |||||||||||||||||
Voluntary
termination without good reason
|
- | - | 734,799 | - | 734,799 | |||||||||||||||||
Mr.
Kurtz
|
Change
in control, disability, involuntary termination other than for cause, or
voluntary termination for good reason
|
404,800 | 14,226 | - | - | 419,026 | ||||||||||||||||
Death
|
- | - | - | 295,000 | 295,000 | |||||||||||||||||
Voluntary
termination without good reason
|
- | - | - | - | - |
Ms.
Rodeheaver
|
Change
in control, disability, involuntary termination other than for cause, or
voluntary termination for good reason
|
418,600 | 20,172 | 343,967 | - | 782,739 | ||||||||||||||||
Death
|
- | - | 218,426 | 125,541 | 343,967 | |||||||||||||||||
Voluntary
termination without good reason
|
- | - | 110,306 | - | 110,306 | |||||||||||||||||
Mr.
Lantz
|
Change
in control, disability, involuntary termination other than for cause, or
voluntary termination for good reason
|
374,000 | 16,676 | 511,018 | - | 901,694 | ||||||||||||||||
Death
|
- | - | 176,018 | 335,000 | 511,018 | |||||||||||||||||
Voluntary
termination without good reason
|
- | - | 256,537 | - | 256,537 | |||||||||||||||||
Ms.
Murray
|
Change
in control, disability, involuntary termination other than for cause, or
voluntary termination for good reason
|
325,600 | 11,764 | 326,628 | - | 663,992 | ||||||||||||||||
Death
|
- | - | - | 250,000 | 250,000 | |||||||||||||||||
Voluntary
termination without good reason
|
- | - | 326,628 | - | 326,628 |
(1)
|
SERP
benefits payable upon a separation from service due to death are reduced
dollar for dollar by the BOLI benefits payable at
death. Accordingly, the amounts shown as the Estimated SERP
Benefit have been reduced to reflect the amounts shown in the |