FBSS Fauquier Bankshares Inc

In connection with the pending merger (the “Merger”) of Fauquier Bankshares, Inc. (the “Company”) and Virginia National Bankshares Corporation (“Virginia National”), in which the Company will merge with and into Virginia National with Virginia National surviving the Merger, on March 25, 2021 the Compensation Committee (the “Committee”) of the Board of Directors of Fauquier Bankshares, Inc. (the “Company”) approved the termination of the Company’s Stock Incentive Plan and the Company’s Amended and Restated Stock Incentive Plan effective as of the effective time of the Merger.

Also on March 25, 2021, in connection with the Merger, the Committee approved the unilateral termination of the Supplemental Executive Retirement Plan Agreement for Chip S. Register, the Company’s Executive Vice President and Chief Operating Officer, the Supplemental Executive Retirement Plan Agreement for Christine E. Headly, the Company’s Executive Vice President and Chief Financial Officer, and the Amendment and Restated Fauquier Bankshares, Inc. Supplemental Executive Retirement Plan, including the participation agreement for Marc J. Bogan, the Company’s President and Chief Executive Officer. In connection with these terminations, and the liquidation and settlement of each participant’s benefits under the terminated supplemental executive retirement plans, the Company will pay to Mr. Bogan, Ms. Headly, and Mr. Register the following lump sum amounts prior to the effective time of the Merger: Mr. Bogan - $1,850,000 (which is subject to reduction under Section 280G of the Internal Revenue Code); Ms. Headly - $150,000; and Mr. Register - $150,000. These lump sum payments may be reduced for any applicable tax withholdings.