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MVB FINANCIAL CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
[May 20, 2014]

MVB FINANCIAL CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits


(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2014, the Board of Directors of MVB Financial Corp. ("MVB Financial" or the "Company") approved a second addendum, dated May 14, 2014, to the Employment Agreement entered into effective December 20, 2012, by and between MVB Financial and MVB Bank, Inc. ("MVB Bank"), hereinafter collectively referred to as "MVB", and H. Edward Dean, III ("Dean").



The addendum does not include any amendments or revisions related to compensation or responsibilities of Dean with Potomac Mortgage Group, Inc.

("PMG"), a subsidiary of MVB Bank, which does business as MVB Mortgage, but rather reduced a restriction on Dean related to any potential transfer of MVB Financial common stock, which was received by Dean during the acquisition of PMG by MVB.


The new restriction requires Dean to maintain a minimum holding of 100,000 shares of MVB Financial common stock and applies the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT." All MVB Financial common stock owned by Dean will remain subject to any restrictions based on status as an affiliate of MVB Financial.

A copy of the Second Addendum to the Employment Agreement is attached as Exhibit 99.1 Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Second Addendum to the Employment Agreement of H. Edward Dean, III 2 --------------------------------------------------------------------------------

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