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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On February 26, 2021, Village Bank (the "Bank"), the wholly-owned bank subsidiary of Village Bank and Trust Financial Corp. (the "Company"), approved a new Supplemental Executive Retirement Plan (the "New SERP") for James E. Hendricks, Jr., President and Chief Executive Officer of the Company and the Bank, effective as of December 30, 2020.

The New SERP was approved in recognition of the increase in responsibilities associated with Mr. Hendricks's promotion to President and Chief Executive Officer on August 14, 2020. Under the New SERP, Mr. Hendricks will be entitled to receive $2,083.33 per month for a period of 15 years commencing on the later of (i) the first day of the month following the date of his retirement or other termination of employment, or (ii) November 1, 2023; plus $4,166.66 per month for five years, commencing the first month after the initial 15-year period. The benefit under the New SERP is subject to vesting and requires Mr. Hendricks to remain employed by the Company for a term of 90 months beginning December 31, 2020 ("Service Requirement"). In general, if Mr. Hendricks' employment terminates for any reason other than death or disability prior to completion of the Service Requirement, then Mr. Hendricks will be entitled to a reduced monthly benefit based on the portion of the Service Requirement completed. If Mr. Hendricks dies or becomes disabled (as defined in the New SERP), or a change in control (as defined in the New SERP) of the Company occurs, in each case before Mr. Hendricks completes the Service Requirement, then the benefit under the New SERP will accelerate and vest notwithstanding the Service Requirement.

The retirement benefit under the New SERP is in addition to, and not in lieu of, the Bank's Supplemental Executive Retirement Plan, as amended and restated through November 28, 2018 (the "Existing SERP"), pursuant to which Mr. Hendricks is fully-vested in a benefit of $2,083.33 per month for 15 years beginning the first month after his retirement or as otherwise provided under the Existing SERP.

The foregoing summary description of the New SERP is qualified in its entirety by reference to the New SERP, 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) Exhibits.

The following exhibit is filed herewith





Exhibit No.  Description of Exhibit

    10.1       Village Bank 2020 Supplemental Executive Retirement Plan for
             James E. Hendricks, Jr., effective December 30, 2020.




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