Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On July 28, 2020, Village Bank and Trust Financial Corp. (the "Company") entered into an employment agreement with James E. Hendricks, Jr., current Executive Vice President, Chief Operating Officer and Chief Risk Officer of the Bank. As previously disclosed, Mr. Hendricks was promoted to the positions of President and Chief Executive Officer of the Company and the Bank effective upon the departure of the current President and Chief Executive Officer of the Company and the Bank, William G. Foster, Jr., which is expected to occur on August 14, 2020.

The new employment agreement supersedes and replaces Mr. Hendricks's prior employment agreement with the Bank, dated December 20, 2018. The initial term of the new agreement is effective as of August 15, 2020 and will expire on August 14, 2023; provided that on August 14, 2022 and on each August 14th thereafter (each a "Renewal Date"), the agreement will be automatically extended for an additional 12-month period. The agreement will not, however, be extended if either party gives written notice of non-renewal at least 90 days before the Renewal Date. Pursuant to the agreement, Mr. Hendricks is entitled to receive an annual base salary of no less than $300,000. The Company's Board of Directors or Compensation Committee will review his base salary at least annually and may increase his salary in its discretion. Mr. Hendricks is entitled to cash bonuses and stock-based awards in such amounts as may be determined by the Company's Board of Directors or Compensation Committee in accordance with the terms and conditions of the applicable incentive plans in effect for senior executives of the Company. Mr. Hendricks will maintain his status in the Village Bank Supplemental Executive Retirement Plan and his benefit will increase from $25,000 per year for 15 years to $50,000 per year for 20 years, with the increase in benefit subject to a vesting schedule based on his continued employment with the company until he reaches age 65.

If Mr. Hendricks is terminated without "Cause" (as defined in the agreement) or resigns for "Good Reason" (as defined in the agreement), he will be paid two times the sum of (i) his annual base salary plus (ii) an annual bonus amount equal to 30% of his annual base salary. Such severance benefit is contingent upon Mr. Hendricks signing a customary release and waiver of claims in favor of the Company. As defined in the agreement, the term "Cause" includes a material failure to perform his duties, unlawful or unethical business conduct, dishonesty, willful violation of any law, rule or regulation (other than traffic violations or similar offense), a material violation of the Company's work rules, code of ethics or policies, or a material breach of the agreement. As defined in the agreement, the term "Good Reason" includes a material change or reduction in Mr. Hendricks duties or authority, a change in his title, a reduction in his salary, a material reduction in his benefits, the failure by the Company to obtain the assumption of, and agreement to perform, the agreement by any successor, or a failure by the Company to renew the agreement.

If, within 24 months following a "Change of Control" (as defined in the agreement) of the Company, Mr. Hendricks is terminated by the Company without Cause, he terminates his employment for Good Reason, or the Company fails to renew his agreement, he will be paid a lump sum cash payment equal to 2.99 times the sum of (i) his annual base salary plus (ii) an annual bonus amount equal to 30% of his annual base salary. Such change of control benefit is contingent upon Mr. Hendricks signing a customary release and waiver of claims in favor of the Company. As defined in the agreement, the term "Change of Control" includes, among other things, the acquisition by any person or group of securities of the Company representing at least 50% of the Company's outstanding shares of common stock or voting power, certain merger transactions, and a sale of all or substantially all of the Company's assets.

The foregoing summary description is qualified in its entirety by reference to the agreement, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.





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Item 9.01 Financial Statements and Exhibits.






 (d) Exhibit.

The following exhibit is filed herewith:

Exhibit No. Description of Exhibit






    10.1     Employment Agreement, dated July 28, 2020, by and between Village
           Bank and Trust Financial Corp. and James E. Hendricks, Jr.






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