F&M Bank Corp.

05/27/2026 | Press release | Distributed by Public on 05/27/2026 14:00

Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendment of 2020 Stock Incentive Plan.

On May 21, 2026, the Board of Directors of F & M Bank Corp. (the "Company") approved an amendment (the "Amendment") to the Company's 2020 Stock Incentive Plan (the "Plan").

The Amendment makes the following changes to the Plan: (i) adds a new defined term, "Retirement," defined as the termination of employment or service by a participant after the participant has attained age 65 and completed at least five consecutive years of employment or service with the Company or an affiliate; (ii) grants the Compensation Committee of the Board discretionary authority, upon a participant's Retirement, to consider whether to accelerate the vesting of some or all of such participant's unvested awards, subject to the terms of the Plan and the applicable award agreement; and (iii) updates the Plan's existing clawback provision to clarify that awards under the Plan are subject to deductions, recovery, or repayment as may be required to be made pursuant to any policy adopted by the Company or any of its affiliates pursuant to any law, government regulation, or stock exchange listing requirement.

The description of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

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