AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit
10.1
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT made and entered into as of the 16th day of
December, 2008 by and between XXXXXX X. XXXXX, hereinafter
referred to as “Employee,” and FIRST COMMUNITY BANCSHARES,
INC., hereinafter referred to as “the Corporation.”
W
I T N E S S E T H
WHEREAS, Employee currently
serves as the Corporation’s Vice-President, pursuant to an agreement entered
into between Employee and the Corporation dated effective October 7, 2002;
and
WHEREAS, in order to ensure
that the Agreement complies with Section 409A of the Internal Revenue Code of
1986, as amended, and to make certain other modifications, Employee and the
Corporation wish to amend and restate the Agreement in the manner herein
provided.
NOW, THEREFORE, in
consideration of the mutual covenants herein set forth, Employee and the
Corporation do agree to amended terms of employment as follows:
1. Employment
and Term. The Corporation
hereby hires Employee, and Employee hereby agrees to continue his employment
with the Corporation in such position(s) as Executive Management of the Company
shall from time to time assign to Employee, with such duties as normally
associated with these positions. Employee shall also serve in such
additional offices for the subsidiaries and affiliates of the Corporation as its
Board of Directors may specify. The term of this Agreement shall be
for a period of three (3) years effective January 1, 2009.
2. Compensation and
Benefits.
(a) Base Salary.
Employee’s base salary shall not be less than $217,800.00, subject to adjustment
on each anniversary date of this Agreement. The base salary shall be paid
biweekly during the term hereof, and if applicable, during the severance pay
period, less all customary withholding.
(b) Incentive
Compensation. Employees shall be awarded incentive compensation, if
any, in an amount determined appropriate by the Corporation; provided, however,
such incentive compensation shall not encourage the Employee to take unnecessary
and excessive risks that threaten the value of the Corporation. In
addition, as provided in the Emergency Economic Stabilization Act §111(b)(2)(B),
incentive compensation paid to Employee shall be subject to recovery or
“clawback” by the Corporation if the payments were based on materially
inaccurate financial statements or any other materially inaccurate performance
metric criteria.
(c) Vacation. Employee
shall be entitled to vacation of four (4) weeks per year during the term of this
Agreement. In the event Employee does not use all four (4) weeks each
year, the same rules that apply to all other employees should be
followed.
(d) Benefits. Employee
shall be entitled to participate, on the same basis as other members of senior
management, in all employee welfare, retirement and/or pension benefit plans
that the Corporation establishes and makes available. In addition,
the Corporation shall provide Employee with the use of an appropriate vehicle or
automobile allowance consistent with his position as President and CEO, as
agreed and determined by the Compensation Committee from time to
time.
3. Termination
for Cause. The Corporation
may terminate the employment of Employee prior to the expiration of the term or
any renewals, upon Employee’s death, upon the Corporation’s determination that
he suffers from a permanent disability, or for “Cause” as set forth in this
Section.
(a) Death. Employee’s
employment shall terminate automatically upon his death. Upon his
death, the Corporation shall pay Employee’s estate his base salary through the
end of the month in which his death occurs. Employee’s estate and
heirs will be entitled to apply for and receive whatever plan benefits might be
in place at the time of his death. Further, Employee’s eligible
dependents shall have the right to continue their health insurance coverage as
permitted by COBRA.
(b) Permanent
Disability. If, as a result of Employee’s incapacity due to an
accident or physical or mental illness, Employee is substantially unable to
perform his duties for six (6) consecutive months, or for an aggregate of 200
days during any period of twelve (12) consecutive months, and remains incapable
of performing such duties at the end of such six (6) or twelve (12) month
period, then the Corporation shall have the right to terminate Employee’s
employment for “permanent disability” before the end of the applicable
term. Employee’s right to continued compensation and benefits shall
end on the date set for termination, subject to Employee’s right to apply for
and receive, if deemed qualified, those benefits that may be provided to
participants in any disability plans and policies sponsored by the
Corporation. Further, Employee (and his eligible dependents) shall be
entitled to continue to participate in the Corporation’s health insurance plans
as permitted by COBRA or as permitted by applicable Corporation plan provisions,
at Employee’s expense.
(c) “Termination for
Cause” shall mean the termination of Employee’s employment prior to the
expiration of the term or any renewal term by the Corporation as a result of a
finding by the Board of any of the following: (i) Employee has knowingly and
intentionally engaged in an act or omission, or series of actions, deemed by the
Corporation to be fraudulent or unlawful; (ii) any knowing and material breach
of this Agreement by Employee; (iii) any knowing and material violation by
Employee of corporate policies and procedures that result in damage to the
business or reputation of the Corporation or its subsidiaries’ business,
including without limitation policies prohibiting discrimination, harassment
and/or retaliation; (iv) Employee engaging in a criminal act involving the
property or persons associated with the Corporation (other than a minor traffic
offense) or involving behavior determined by the Board to be substantially
detrimental to the Corporation’s best interests; (v) excessive absenteeism by
Employee without proper authorization; (vi) Employee’s intentional failure to
follow the directions of the Employee’s supervisor or a continued failure to
perform assigned duties, which is not cured within twenty-one (21) days after
written notice thereof is given to Employee; or (viii) Employee is grossly
neglectful of duties resulting in a substantial injury to the Corporation which
is not cured within twenty-one (21) days after written notice thereof is given
to Employee. In the event the Corporation terminates Employee’s
employment for “Cause,” then Employee’s right to receive any further
compensation or benefits from the Corporation shall cease immediately as of the
date of termination.
4. Termination
Without Cause. In the event the
Corporation terminates Employee’s employment for any reason other than set forth
in Section 3, or if the Corporation gives notice of non-renewal under Section
12, then the Corporation shall pay Employee severance in the form of continuing
to pay his base salary and to provide benefits of like kind such that he will
receive an amount equal to his total base compensation at the time of his
termination for the greater of thirty (30) months or the balance of the existing
term of this Agreement, as it may be renewed from time to time pursuant to
Section 12. Nonetheless, if the Corporation terminates the employment
of Employee under this Section within two years after a Change of Control
(defined below), then the Employee shall receive the benefits provided by
Section 6 in lieu of this Section.
5. Voluntary
Termination by Employee. Except in the case of a voluntary
termination by Employee after a “Change of Control” as defined in Section 6
below, in the event that Employee terminates his employment of his own volition
prior to the expiration of the term of this Agreement and any renewals thereof,
then Employee shall be limited to the same rights and benefits as provided in
connection with a Termination for Cause under Section 3(c) above.
6. Change of
Control. If within two (2)
years after a Change of Control Employee’s employment ends either because (i)
the Corporation terminates Employee’s employment without Cause under Section 4,
or (ii) Employee chooses to terminate his employment with the Corporation,
regardless of the circumstances (other than as a result of his death), then the
Corporation shall (subject to the provisions of Section 6 hereof) immediately
pay Employee severance in the form of a lump sum payment in the amount of 2.99
times Employee’s base salary as in effect on the date of
termination. “Change of Control”
shall mean a change in the ownership of the Corporation, a change in the
effective control of the Corporation, or a change in the ownership of a
substantial portion of the assets of the Corporation, consistent with and
interpreted in accordance with Internal Revenue Code Section 409A and the
regulations issued thereunder.
7. Tax
Issues. To the extent that any amount of pay or benefits
provided to Employee under this Agreement would cause Employee to be subject to
an excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986,
as amended (the “Code”), and after taking into consideration all other amounts
payable to Employee under other plans, programs, policies, and arrangements,
then the amount of pay and benefits provided under this Agreement and all other
plans, programs, policies and arrangements shall be reduced to the extent
necessary to avoid imposition of any such excise tax. Payments and
benefits under this Agreement shall be reduced first. Payments and
benefits shall be reduced in the following order of priority (i) first from cash
compensation, (ii) next from equity compensation, then (iii) pro-rated among all
remaining payments.
8. Loyalty
Obligations. Employee agrees
that the following obligations (“Loyalty Obligations”) shall apply in
consideration of Employee’s employment by or continued employment with the
Corporation:
(a) Confidential
Information.
(i) Corporation
Information. At all times during the term of Employee’s
employment and thereafter, Employee shall hold in strictest confidence, and not
use (except for the benefit of the Corporation and to fulfill Employee’s
employment obligations) or disclose to any person, business or other entity,
without authorization of the Board of Directors of the Corporation, any
Confidential Information of the Corporation or its subsidiary and affiliated
entities (jointly and severally, “Related Entities”). “Confidential
Information” means any proprietary information, technical or financial
data, trade secrets or know-how regarding the Corporation and/or Related
Entities or their internal operations and plans that is treated as confidential
by the Corporation and/or Related Entities that is not generally known by
persons not employed by the Corporation, and that is not otherwise available to
the public by lawful and proper means. Confidential Information
includes, but is not limited to, strategic plans and forecasts; product or
service plans or research; products, services and customer lists; marketing
research, plans and/or forecasts; compilations and databases of business or
marketing information that are developed by or for the Corporation; budget
and/or financial information; customer contact, account and mailing information;
pricing, costs or profitability analysis; sales and marketing techniques and
programs; incentive compensation plans; account information (including loan
terms, expiration or renewal dates, fee schedules and commissions); software,
access codes, passwords, databases and source codes; inventions; processes,
formulas, designs, drawings or engineering information; hardware configuration,
and all other financial or other business information or systems of the
Corporation and the Related Entities, as well as information regarding the
employees of the Corporation and the Related Entities.
(ii) Third Party
Information. Employee recognizes that the Corporation and
Related Entities have received and in the future will receive information from
third parties that the third party considers to be confidential or proprietary
information and which is, or may be, subject to a duty on the part of the
Corporation (or Related Entities) not to disclose to others and to restrict its
use only for certain limited purposes. Employee agrees to hold all
such confidential or proprietary information from third parties in the strictest
confidence and not to disclose it to any person, firm or corporation or to use
it except as necessary in carrying out Employee’s work for the Corporation
consistent with the obligations of the Corporation or Related Entities to such
third party.
(iii) Legal
Requirements. Nothing in this Section 8 shall be construed to
interfere with, restrict or allow any retaliation against Employee’s obligation
or right to make disclosures, reports or complaints as authorized, permitted or
required by federal or state law, including without limitation pursuant to the
provisions of the Xxxxxxxx-Xxxxx Act.
(b) Conflicting
Employment. During the term of Employee’s employment with the
Corporation, Employee shall not engage in any other employment, occupation,
consulting or other business activity directly related to the business in which
the Corporation or Related Entities are now involved or become involved during
the term of Employee’s employment. Further, Employee shall not engage
in any other activities that conflict with the business of the Corporation or
Related Entities or that materially interferes with his ability to devote the
time necessary to fulfill Employee’s obligations to the
Corporation.
(c) Returning
Property. At the time his employment with the Corporation
ends, Employee shall return to the Corporation (and will not keep copies in
Employee’s possession, recreate or deliver to anyone else) any and all devices,
records, data, computer files, records or disks, notes, reports, proposals,
lists, correspondence, specifications, drawings, blueprints, sketches,
materials, equipment, other documents or property, or reproductions of any
aforementioned items developed by Employee or others pursuant to or during
Employee’s employment with the Corporation or otherwise belonging to the
Corporation or Related Entities and their respective successors or
assigns.
(d) Notification of New
Employer. In the event that Employee leaves the employ of the
Corporation and begins employment elsewhere, Employee agrees the Corporation may
send notice to Employee’s new employer (whether Employee is employed as an
employee, consultant, independent contractor, director, partner, officer,
advisor, Employee or manager) informing the new employer about Employee’s
obligations under this Agreement.
(e) Non-Solicitation
Restriction. The intent of this restriction is to prevent
Employee during employment and for the thirty-six (36) months immediately after
the employment with the Corporation ends (“Restricted Period”)
from unfairly competing with the Corporation (which for purposes of this Section
shall include all Related Entities) by trading on or disrupting business
relationships that the Corporation has with individuals and business entities
that have accounts with the Corporation or use or are actively considering using
the Corporation’s products or services.
(i) Employee
shall refrain during the Restricted Period from engaging in any of the following
activities, whether he does them by or for himself alone, or as an officer,
director, stockholder, partner, member, investor, employee, consultant or agent
for or on behalf of any other person or legal entity:
(1) Disrupt
the Corporation’s business relationship with a Customer (defined below) by
directly or indirectly requesting, suggesting, encouraging or advising a
Customer to withdraw, curtail, limit, cancel, terminate or not renew all or any
portion of the Customer’s business with the Corporation.
(2) Solicit
the business of a Customer by communicating directly with any Customer
(regardless of who initiates the communication and in what form it occurs) when
as part of the communication Employee discusses or offers a Competitive Service
or Product (as defined below).
(3) Solicit
the business of a Prospect (defined below) by communicating directly with a
Prospect (regardless of who initiates the communication and in what form it
occurs) when as part of the communication Employee discusses or offers a
Competitive Service or Product with the intent to divert the Prospect's business
away from the Corporation.
(ii) As
used in this Section, the following terms shall have these
meanings:
(1) “Competitive Service or
Product” means those services or products offered by a financial services
company or a banking or lending entity which is unaffiliated with the
Corporation that are the same as or the functional equivalent of those services
or products which are offered by the Corporation when Employee’s employment ends
or which have been approved by the Corporation to be offered within ninety (90)
days of Employee’s last day of employment with the Corporation.
(2) “Customer” means a
business entity or individual that has an account with, loan from, an investment
with or a deposit with the Corporation (defined above) or that has received or
used other financial or investment products or services from the Corporation at
any time within the twelve (12) months immediately prior to the termination of
Employee’s employment with the Corporation, provided Employee
either had contact with the business entity or individual during employment with
the Corporation or had supervisory responsibility for those employees of the
Corporation who had direct responsibility for servicing the
Customer.
(3) “Prospect” means a
business entity or individual who has not previously done business with the
Corporation, but who had one or more communications with Employee within the six
(6) months immediately before the end of employment with the Corporation where
the business entity or individual applied for a loan, inquired about
establishing an account or making an investment, or otherwise had discussions
with Employee about utilizing or obtaining service(s) and/or product(s) offered
by the Corporation.
9. Non-Compete
Restriction.
(a) Competitive Employment
Restriction. At all times during employment with the
Corporation and for the thirty-six (36) month period immediately after
Employee’s employment with the Corporation ends, Employee shall not accept
employment with, work for or provide services on behalf of any Competing
Financial Services Organization (defined below) if (i) the position to be held
or the services to be performed by Employee is the same or the functional
equivalent to the position held and/or the services performed by Employee on
behalf of the Corporation during Employee’s last twelve (12) months of
employment with the Corporation, or (ii) Employee is providing consulting
services related to the design, development, or marketing of services or
products that are intended to be directly competitive with offerings by the
Corporation (or its subsidiaries), and Employee is reporting to or working with
the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or
the Board of Directors (or one of the Committees of the Board) of the Competing
Financial Services Organization.
(b) Anti-Piracy
Restriction. At all times during employment with the
Corporation and for twelve (12) months immediately after Employee’s employment
ends, Employee shall refrain from taking any action to induce, solicit or
encourage a Key Employee of the Corporation to quit employment with the
Corporation with the intent, hope or purpose of having the Key Employee join a
Competing Financial Services Organization (defined below) in a similar capacity,
if that competitive organization has customer service facilities located within
a twenty-five (25) mile radius of any of the Corporation’s
facilities. As used in this Section, “Key Employee” means
anyone who holds a position of Vice President or higher with the Corporation or
any of its subsidiaries.
(c) Definition. As
used in Section, “Competing Financial Services
Organization” means an entity engaged in the commercial, retail or
mortgage banking or lending business that provides services and products that
are the same as or competitive with the services and products offered by the
Corporation (or one of its subsidiaries) immediately prior to the date
Employee’s employment ends or were approved to be offered within ninety (90)
days of Employee’s last day of employment with the Corporation. This
restrictive covenant applies only if the Competing
Financial Services Organization operates, or is seeking to open one or more
branch facilities within a fifty (50) mile radius of the Corporation’s
headquarters or within a twenty-five (25) mile radius of any other facility
operated by the Corporation (or one of its subsidiaries) where commercial,
retail or mortgage banking or lending services and products are offered to the
public.
10. Enforcement. Employee
acknowledges that the restrictive covenants set forth above in Sections 8 and 9
are reasonable and necessary in order to protect the legitimate business
interests of the Corporation and that a violation of one or more of those
covenants would result in irreparable injury to the Corporation. In
the event of a breach or a threatened breach of this Agreement, in addition to
all other remedies (legal or equitable), the Corporation shall be entitled to
specific performance of these provisions and the issuance of a restraining order
and/or injunction prohibiting Employee from violating one or more of these
Loyalty Obligations. If litigation is filed which relates to or
arises under this Section, then the Corporation shall be entitled to recover its
attorneys’ fees, costs and expenses incurred in connection with the litigation
(including all appeals), as well as the Corporation’s pre-litigation efforts to
prevent a breach, to enforce the Agreement, or to seek redress for a
breach. Nothing contained herein shall be construed as limiting or
prohibiting the Corporation from pursuing any other remedies available to it for
such breach or threatened breach, including the recovery of money
damages. Should an injunction be issued, Employee waives the right to
require that the court require a bond to be posted in excess of
$1,000.00.
11. Compliance
with Code Section 409A.
(a) General. It
is intended that this Agreement comply with the provisions of Section 409A of
the Code and the regulations and guidance of general applicability issued
thereunder (referred to herein as “Section 409A”) so as to not subject Employee
to the payment of additional interest and taxes under Section
409A. In furtherance of this intent, this Agreement shall be
interpreted, operated and administered in a manner consistent with these
intentions, and to the extent Section 409A would result in Employee being
subject to the payment of additional income taxes or interest under Section
409A, the parties agree to amend the Agreement to avoid the application of such
taxes and interest.
(b) Delayed
Payments. Notwithstanding any provision in this Agreement to
the contrary, as needed to comply with Section 409A, if Employee is a “specified
employee” (within the meaning of Section 409A), payments due under Section 4 or
Section 6 above shall be subject to a six (6) month delay such that amounts
otherwise payable during the six (6) month period following Employee’s
separation from service (as defined in Treasury Reg. §1.409A-1(h)) shall be
accumulated and paid in a lump-sum catch-up payment as of the first day of the
seventh month following Employee’s separation from service (or, if earlier, the
date of Employee’s death). To the extent that Employee is required to pay for
the cost of any benefits to keep them in full force and effect during the 6
month delay period, Employee shall also be reimbursed for such out-of-pocket
expenses as of the same date provided above.
(c) Treatment as Separation
Pay. This Section shall not apply to the extent such payments
can be considered to be separation pay that is not part of a deferred
compensation arrangement under Section 409A. If permitted by Section 409A, cash
payments to Employee pursuant to Section 4 or Section 6 shall be considered
first to come from separation pay.
(d) Cooperation. Corporation
and Employee shall promptly deliver to each other copies of any written
communications and summaries of any verbal communications with any taxing
authority regarding the Excise Tax. In the event of any controversy
with the IRS (or other taxing authority) with regard to the Excise Tax, Employee
shall permit the Corporation to control issues related to the Excise Tax (at its
sole expense) provided that such issues do not potentially materially adversely
affect Employee. In the event issues are inter-related, Employee and
the Corporation shall in good faith cooperate so as not to jeopardize the
resolution of either issue. In the event of any conference with any
taxing authority relating to the Excise Tax or other associated income taxes,
Employee shall permit a representative of the Corporation to accompany Employee,
and Employee and his representative shall cooperate with the Corporation and its
representative. To the extent that there are any accounting charges
incurred, the Corporation shall pay all such expenses incurred by
Employee.
12. Renewals. This Agreement
shall be automatically renewed for successive additional three-year periods on
January 1 in each year hereafter beginning in 2009, in the absence of notice of
non-renewal by either party given in writing to the other party no later than
September 15 of the preceding year.
13. Amendment
and Waiver. The provisions of this Agreement may be amended or
waived only with the prior written consent of the Corporation and Employee, and
no course of conduct or failure or delay in enforcing the provisions of this
Agreement shall affect the validity, binding effect or enforceability of this
Agreement.
14. Withholding. Anything
to the contrary notwithstanding, all payments required to be made by the
Corporation hereunder to Employee shall be subject to the withholding of such
amounts relating to taxes as the Corporation may reasonably determine it should
withhold pursuant to any applicable law or regulation.
15. Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision or
subsection of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law, then such invalidity, illegality or
unenforceability cannot be reformed by the court to cause it to be enforceable,
then the offending provision shall be stricken from this Agreement, the
remainder of this Agreement shall be construed and enforced as if the invalid,
illegal or unenforceable provision had never been contained herein.
16. Forum
Selection. The parties agree that the exclusive jurisdiction
for any lawsuit related to or arising under this Agreement shall be in the
Circuit Court for Tazewell County, Virginia or the United States District Court
for the Western District of Virginia. Employee waives any objection
to jurisdiction and venue which Employee otherwise may have to this venue for
any such lawsuit.
17. Applicable
Law. This Agreement
shall be construed and applied in accordance with the laws of the Commonwealth
of Virginia, with the exception of its conflict of law provisions.
18. Survival. Subject
to any limits on applicability contained therein, the provisions contained in
Sections 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 hereof
shall survive and continue in full force in accordance with their terms
notwithstanding any termination of this Agreement. Likewise, in the
event that the Corporation is obligated to make payments to the Employee under
either Section 4 or 6, and the Employee dies before all such payments are made,
then the Corporation shall make the balance of those payments to the Employee’s
estate.
19. Successors
and Assigns.
(a) This
Agreement shall bind and inure to the benefit of and be enforceable by the
Corporation and its successors or assigns. In the event that a
transaction is contemplated that will, upon consummation, result in a Change of
Control (defined above), then in connection the closing of such transaction, the
Corporation shall require as a condition of approval of the transaction that the
surviving or successor entity execute an agreement, in a form and substance
acceptable to Employee, to expressly assume and agree to honor and perform this
Agreement as if the Corporation were still bound.
(b) This
Agreement shall inure to the benefit and be enforceable by Employee, his
personal and legal representatives, his executors, administrators, heirs,
successors and assigns. Notwithstanding the foregoing, Employee may
not assign any rights or delegate any obligations hereunder without the prior
written consent of the Board.
20. Notices. Any
notice provided for in this Agreement shall be in writing and shall be either
personally delivered, sent by reputable overnight carrier or mailed by first
class mail, return receipt requested, to the recipient at the address below
indicated:
|
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(a)
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Notices to
Employee:
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Xxxxxx
X. Xxxxx
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000
Xxxxxx Xxx
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Xxxxxxxxx,
XX 00000
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(b)
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Notice to
Corporation:
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First
Community Bancshares, Inc.
Attn: Xxxx
X. Xxxxxx
President
and Chief Executive Officer
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Xxx
Xxxxxxxxx Xxxxx
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Xxxxxxxxx,
XX 00000
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or such
other address or to the attention of such other person as the recipient party
shall have specified by prior written notice to the sending
party. Any notice under this Agreement will be deemed to have been
given when so delivered, sent or mailed.
21. Entire
Agreement. This Agreement contains all of the understandings
and representations between the parties hereto pertaining to the matters
referred to herein, and supersedes any and all undertakings and agreements,
whether oral or in writing, previously entered into by them with respect
thereto, including any previous employment, severance and/or non-competition
agreements. To the extent that a separate agreement currently exists
which grants Employee stock options or other incentive or deferred compensation,
those agreements remain in full force and effect, except to the extent that
those agreements contain restrictive covenants in which case the provisions of
Sections 9-11 shall be deemed applicable and replace all such similar
provisions.
22. Document
Review. Corporation and
Employee hereby acknowledge and agree that each (i) has read this Agreement in
its entirety prior to executing it, (ii) understands the provisions and effects
of this Agreement, (iii) has consulted with such attorneys, accountants and
financial and other advisors as it or he has deemed appropriate in connection
with their respective execution of this Agreement, and (iv) has executed this
Agreement voluntarily and knowingly. EMPLOYEE HEREBY UNDERSTANDS,
ACKNOWLEDGES AND AGREES THAT THIS AMENDED AGREEMENT HAS BEEN PREPARED BY LEGAL
COUNSEL TO COMPANY AND THAT HE OR SHE HAS NOT RECEIVED ANY ADVICE, COUNSEL OR
RECOMMENDATION WITH RESPECT TO THIS AGREEMENT FROM SUCH COUNSEL.
WITNESS
the following signatures:
| FIRST COMMUNITY BANCSHARES, INC. | |||
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By:
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/s/ Xxxx X. Xxxxxx | |
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Xxxx
X. Xxxxxx, CEO
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/s/ Xxxxxx X.
Xxxxx
Xxxxxx
X. Xxxxx
