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Maryland
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0-14237
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52-1380770
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(State
or other jurisdiction of
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(Commission
file number)
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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| Item 5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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·
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The
definition of “Change of Control” was amended so that it contemplates a
change in the ownership of the Corporation, a change in effective
control
of the Corporation, or a change in the ownership of a substantial
portion
of the Corporation’s assets, as such transactions are defined in Treasury
Reg. § 1.409A-3(i)(5).
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·
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The
definition of “Disability” was amended so that it means that a participant
has been determined to be totally disabled by the Social Security
Administration.
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·
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The
Plan was amended to clarify that any election to defer a bonus to
be
earned in a Plan Year (as defined in the Plan) applies only to that
portion of the bonus attributable to the period after the deferral
election.
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·
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The
Plan was amended to provide that (i) a compensation deferral will
terminate if a participant receives an unforeseeable emergency
distribution under the Plan or if a termination is required so that
the
Participant may receive a hardship distribution, (ii) any payment
upon an
unforeseeable emergency will be made in a lump sum within 30 days
of the
date of the emergency, and (iii) any such distributions will reduce
future
benefit payments.
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·
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The
Plan was amended to provide that contributions made by the Corporation
will be 100% vested at all times unless and until changed in writing
by
the Corporation.
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·
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A
new section was added to the Plan to provide that, if it is determined
that any deferred compensation becomes taxable prior to the time
it would
otherwise be taxable because the Plan fails to satisfy Section 409A,
the
Corporation may distribute the amount that has become taxable in
a lump
sum within 90 days of the determination.
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·
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A
new section was added to (i) clarify that compensation deferrals
and
contributions by the Corporation that are vested will be treated
as wages
for purposes of FICA, (ii) provide that the Corporation may pay or
withhold from deferrals the amounts necessary to satisfy FICA tax
requirements, (iii) provide that the Corporation may reduce a
participant’s deferrals to satisfy FICA and income tax withholding
requirements, (iv) provide that, if any deferred amounts become subject
to
FICA tax prior to the time they are paid to a participant, the Corporation
may direct that benefit payments be accelerated so as to pay FICA
tax and
any income tax related thereto, and (v) provide that any such
distributions will reduce future benefit
payments.
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·
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The
Plan was amended to provide that (i) generally, payments due upon
a
Separation from Service (as defined in the Plan) or because of death
or
Disability will be paid no later than 90 days following the Separation
from Service, death or Disability and (ii) any payments that are
required
by Section 409A to be deferred for six months following a Separation
from
Service because the participant is a Specified Employee (as defined
in the
Plan) will accrue interest during such six-month period.
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·
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The
Plan was amended to provide that the payment of benefits may be
accelerated if the Plan is terminated and liquidated in accordance
with
Section 409A.
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| Item 9.01. |
Financial
Statements and Exhibits.
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| (d) | Exhibits. |
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FIRST
UNITED CORPORATION
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Dated:
November 21, 2008
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By:
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/s/
Carissa L. Rodeheaver
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Carissa
L. Rodeheaver, Executive
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Vice
President and
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Chief
Financial Officer
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Exhibit No.
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Description
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10.1
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Amended
and Restated First United Corporation Executive and Director Deferred
Compensation Plan (filed herewith)
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