Exhibit 10.12


 


Execution Version


 


MANAGEMENT CONTINUITY AGREEMENT


 


This Management Continuity Agreement,
dated as of February 10, 2015 (“Agreement”), is by and between Union Bankshares Corporation, a Virginia corporation
(the “Company”), and M. Dean Brown (the “Executive”).


 


		1.	Purpose



 


The Company recognizes that the
possibility of a Change in Control exists and the uncertainty and questions that it may raise among management may result in the
departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the purpose
of this Agreement is to encourage the Executive to continue employment with the Company and/or its affiliates or successors in
interest by merger or acquisition after a Change in Control by providing reasonable employment security to the Executive and to
recognize the prior service of the Executive in the event of a termination of employment under certain circumstances after a Change
in Control.


 


		2.	Term of the Agreement



 


This Agreement will be effective
on the Effective Date (as defined hereinafter) and will expire on December 31, 2016; provided, that on January 1, 2017 and on each
January 1st thereafter (each such January 1st is referred to as the “Renewal Date”), this Agreement
will be automatically extended for an additional calendar year. This Agreement will not, however, be extended if the Company gives
written notice of such non-renewal to the Executive no later than September 30th before the Renewal Date (the original
and any extended term of this Agreement is referred to as the “Change in Control Period”). The “Effective Date”
means the first date of Executive’s employment with the Company, as contemplated by the offer letter dated February 10, 2015
between the Executive and the Company.


 


		3.	Employment after a Change in Control



 


If a Change in Control of the Company
(as defined in Section 12) occurs during the Change in Control Period and the Executive is employed by the Company on the date
the Change in Control occurs (the “Change in Control Date”), the Company will continue to employ the Executive in accordance
with the terms and conditions of this Agreement for the period beginning on the Change in Control Date and ending on the third
anniversary of such date (the “Employment Period”). If a Change in Control occurs on account of a series of transactions,
the Change in Control Date is the date of the last of such transactions.


 


		4.	Terms of Employment



 


(a)          Position
and Duties. During the Employment Period, (i) the Executive’s position, authority, duties and responsibilities will be
commensurate in all material respects with the most significant of those held, exercised and assigned to Executive by the Company
at any time during the 90-day period immediately preceding the Change in Control Date and (ii) the Executive’s services will
be performed at the location where the Executive was employed immediately preceding the Change in Control Date or any office that
is the headquarters of the Company and is less than 35 miles from such location.


 




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(b)          Compensation.


 


(i)          Base
Salary. During the Employment Period, the Executive will receive an annual base salary (the “Annual Base Salary”)
at least equal to the base salary paid or payable to the Executive by the Company and its affiliated companies for the twelve-month
period immediately preceding the Change of Control Date. During the Employment Period, the Annual Base Salary will be reviewed
at least annually and will be increased at any time and from time to time as will be substantially consistent with increases in
base salary generally awarded in the ordinary course of business to other peer executives of the Company and its affiliated companies.
Any increase in the Annual Base Salary will not serve to limit or reduce any other obligation to the Executive under this Agreement.
The Annual Base Salary will not be reduced after any such increase, and the term Annual Base Salary as used in this Agreement will
refer to the Annual Base Salary as so increased. The term “affiliated companies” includes any company controlled by,
controlling or under common control with the Company.


 


(ii)         Annual
Bonus. In addition to the Annual Base Salary, the Executive will be awarded for each year ending during the Employment Period
and for which the Executive is employed on the last day of the year an annual bonus (the “Annual Bonus”) in cash at
least equal to the average annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding
the year in which the Change in Control Date occurs. Each such Annual Bonus will be paid no later than two and one-half months
after the end of the year for which the Annual Bonus is awarded.


 


(iii)        Incentive,
Savings and Retirement Plans. During the Employment Period, the Executive will be entitled to participate in all incentive
(including stock incentive), savings and retirement, insurance plans, policies and programs applicable generally to other peer
executives of the Company and its affiliated companies, but in no event will such plans, policies and programs provide the Executive
with incentive opportunities, savings opportunities and retirement benefit opportunities, in each case, less favorable, in the
aggregate, than those provided by the Company and its affiliated companies for the Executive under such plans, policies and programs
as in effect at any time during the six months immediately preceding the Change in Control Date.


 


(iv)       Welfare
Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, will be
eligible for participation in and will receive all benefits under welfare benefit plans, policies and programs provided by the
Company and its affiliated companies to the extent applicable generally to other peer executives of the Company and its affiliated
companies, but in no event will such plans, policies and programs provide the Executive with benefits that are less favorable,
in the aggregate, than the most favorable of such plans, policies and programs in effect at any time during the six months immediately
preceding the Change in Control Date.


 


(v)        Fringe
Benefits. During the Employment Period, the Executive will be entitled to fringe benefits in accordance with the most favorable
plans, policies and programs of the Company and its affiliated companies in effect for the Executive at any time during the six
months immediately preceding the Change in Control Date or, if more favorable to the Executive, as in effect generally from time
to time after the Change in Control Date with respect to other peer executives of the Company and its affiliated companies.


 




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(vi)       Paid
Time Off. During the Employment Period, the Executive will be entitled to paid time off in accordance with the most favorable
plans, policies and programs of the Company and its affiliated companies in effect for the Executive at any time during the six
months immediately preceding the Change in Control Date or, if more favorable to the Executive, as in effect generally from time
to time after the Change in Control Date with respect to other peer executives of the Company and its affiliated companies.


 


		5.	Termination of Employment Following a Change in Control



 


(a)          Death
or Disability. The Executive’s employment will terminate automatically upon the Executive’s death during the Employment
Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period,
it may terminate the Executive’s employment. For purposes of this Agreement, “Disability” means the Executive’s
inability to perform the essential functions of his position with the Company on a full time basis for 180 consecutive days or
a total of at least 240 days in any twelve month period as a result of the Executive’s incapacity due to physical or mental
illness (as determined by an independent physician selected by the Board of the Company).


 


(b)          Cause.
The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement,
“Cause” means (i) gross incompetence, gross negligence, willful misconduct in office or breach of a material fiduciary
duty owed to the Company or any affiliated company; (ii) conviction of or entering of a guilty plea or a plea of no contest with
respect to a felony or a crime of moral turpitude or commission of an act of embezzlement or fraud against the Company or any affiliated
company; (iii) any material breach by the Executive of a material term of this Agreement, including, without limitation, material
failure to perform a substantial portion of his duties and responsibilities hereunder; or (iv) deliberate dishonesty of the Executive
with respect to the Company or any affiliated company.


 


(c)          Good
Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason. For
purposes of this Agreement, “Good Reason” means:


 


(i)          a
material reduction in the Executive’s duties or authority;


 


(ii)         a
failure by the Company to comply with any of the provisions of Section 4(b);


 


(iii)        the
Company’s requiring the Executive to be based at any office of location other than that described in Section 4(a) (ii);


 


(iv)        the
failure by the Company to comply with and satisfy Section 7(b); or


 


(v)         the
Company fails to honor any term or provision of this Agreement;


 


Notwithstanding the above, Good Reason shall not include
an isolated, insubstantial and/or inadvertent action not taken in bad faith by the Company and which is remedied by the Company
within a reasonable time after receipt of notice thereof if given by the Executive.


 


(d)          Notice
of Termination. Any termination during the Employment Period by the Company or by the Executive for Good Reason shall be communicated
by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination”
shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.


 




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(e)          Date
of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company
for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein,
as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the
date specified in the Notice of Termination (which shall not be less than 30 nor more than 60 days from the date such Notice of
Termination is given), and (iii) if the Executive’s employment is terminated for Disability, 30 days after Notice of Termination
is given, provided that the Executive shall not have returned to the full-time performance of his duties during such 30-day period.


 


		6.	Compensation Upon Termination



 


(a)          Termination
Without Cause or for Good Reason. The Executive will be entitled to the following benefits if, during the Employment Period,
the Company terminates his employment without Cause or the Executive terminates his employment with the Company or any affiliated
company for Good Reason.


 


(i)          Accrued
Obligations. The Accrued Obligations are the sum of: (1) the Executive’s Annual Base Salary through the Date of Termination
at the rate in effect just prior to the time a Notice of Termination is given; (2) the amount, if any, of any incentive or bonus
compensation theretofore earned which has not yet been paid; (3) the product of the Annual Bonus paid or payable, including by
reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current
year through the Date of Termination and the denominator of which is 365; and (4) any benefits or awards (including both the cash
and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which
have not yet been paid to the Executive (but not including amounts that previously had been deferred at the Executive’s request,
which amounts will be paid in accordance with the Executive’s existing directions). The Accrued Obligations will be paid
to the Executive in a lump sum cash payment within ten days after the Date of Termination;


 


(ii)         Salary
Continuance Benefit. The Salary Continuance Benefit is an amount equal to 2.0 times the Executive’s Final Compensation.
For purposes of this Agreement, “Final Compensation” means the Annual Base Salary in effect at the Date of Termination,
plus the highest Annual Bonus paid or payable for the two most recently completed years and any amount contributed by the Executive
during the most recently completed year pursuant to a salary reduction agreement or any other program that provides for pre-tax
salary reductions or compensation deferrals. The Salary Continuance Benefit will be paid to the Executive in a lump sum cash payment
not later than the 45th day following the Date of Termination;


 


(iii)        Welfare
Continuance Benefit. For 24 months following the Date of Termination, the Executive and his dependents will continue to be
covered under all health and dental plans, disability plans, life insurance plans and all other welfare benefit plans (as defined
in Section 3(1) of ERISA) (“Welfare Plans”) in which the Executive or his dependents were participating immediately
prior to the Date of Termination (the “Welfare Continuance Benefit”). The Company will pay all or a portion of the
cost of the Welfare Continuance Benefit for the Executive and his dependents under the Welfare Plans on the same basis as applicable,
from time to time, to active employees covered under the Welfare Plans and the Executive will pay any additional costs. If participation
in any one or more of the Welfare Plans included in the Welfare Continuance Benefit is not possible under the terms of the Welfare
Plan or any provision of law would create an adverse tax effect for the Executive or the Company due to such participation, the
Company will provide substantially identical benefits directly or through an insurance arrangement. The Welfare Continuance Benefit
as to any Welfare Plan will cease if and when the Executive has obtained coverage under one or more welfare benefit plans of a
subsequent employer that provides for equal or greater benefits to the Executive and his dependents with respect to the specific
type of benefit. The Executive or his dependents will become eligible for COBRA continuation coverage as of the date the Welfare
Continuance Benefit ceases for all health and dental benefits.


 




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(b)          Death.
If the Executive dies during the Employment Period, this Agreement will terminate without any further obligation on the part of
the Company under this Agreement, other than for (i) payment of the Accrued Obligations and six months of the Executive’s
Base Salary (which shall be paid to the Executive’s beneficiary designated in writing or his estate, as applicable, in a
lump sum cash payment within 30 days of the date of death); (ii) the timely payment or provision of the Welfare Continuance Benefit
to the Executive’s spouse and other dependents for 24 months following the date of death; and (iii) the timely payment of
all death and retirement benefits pursuant to the terms of any plan, policy or arrangement of the Company and its affiliated companies.


 


(c)          Disability.
If the Executive’s employment is terminated because of the Executive’s Disability during the Employment Period, this
Agreement will terminate without any further obligation on the part of the Company under this Agreement, other than for (i) payment
of the Accrued Obligations and six months of the Executive’s Base Salary (which shall be paid to the Executive in a lump
sum cash payment within 30 days of the Date of Termination; (ii) the timely payment or provision of the Welfare Continuance Benefit
for 24 months following the Date of Termination; and (iii) the timely payment of all disability and retirement benefits pursuant
to the terms of any plan, policy or arrangement of the Company and its affiliated companies.


 


(d)          Cause;
Other than for Good Reason. If the Executive’s employment is terminated for Cause during the Employment Period, this
Agreement will terminate without further obligation to the Executive other than the payment to the Executive of the Annual Base
Salary through the Date of Termination, plus the amount of any compensation previously deferred by the Executive. If the Executive
terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement will terminate without
further obligation to the Executive other than for the Accrued Obligations (which will be paid in a lump sum in cash within 30
days of the Date of Termination) and any other benefits to which the Executive may be entitled pursuant to the terms of any plan,
program or arrangement of the Company and its affiliated companies.


 


(e)          Maximum
Benefit. No amounts will be payable and no benefits will be provided under this Agreement to the extent that such payments
or benefits, together with other payments or benefits under other plans, agreements or arrangements, would make the Executive liable
for the payment of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”),
or any successor provision. The amounts otherwise payable and the benefits otherwise to be provided under this Agreement shall
be reduced in a manner determined by the Company (by the minimum possible amount) that is consistent with the requirements of Section
409A of the Code until no amount payable to the Executive will be subject to such excise tax. All calculations and determinations
under this Section 6(e) shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the
“Tax Advisor”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes.
The Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and
Section 4999 of the Code. The Company shall bear all costs of the Tax Advisor.


 




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		7.	Binding Agreement; Successors



 


(a)          This
Agreement will be binding upon and inure to the benefit of the Executive (and his personal representative), the Company and any
successor organization or organizations which shall succeed to substantially all of the business and property of the Company, whether
by means of merger, consolidation, acquisition of all or substantially of all of the assets of the Company or otherwise, including
by operation of law.


 


(b)          The
Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such succession had taken place.


 


(c)          For
purposes of this Agreement, the term “Company” includes any subsidiaries of the Company and any corporation or other
entity which is the surviving or continuing entity in respect of any merger, consolidation or form of business combination in which
the Company ceases to exist; provided, however, that for purposes of determining whether a Change in Control has occurred herein,
the term “Company” refers to Union First Market Bankshares Corporation or its successors.


 


		8.	Fees and Expenses; Mitigation



 


(a)          The
Company will pay or reimburse the Executive for all costs and expenses, including without limitation court costs and reasonable
attorneys’ fees, incurred by the Executive (i) in contesting or disputing any termination of the Executive’s employment
or (ii) in seeking to obtain or enforce any right or benefit provided by this Agreement, in each case provided the Executive is
the prevailing party in a proceeding brought in a court of competent jurisdiction. The Company shall reimburse the foregoing costs
on a current basis after the Executive submits a claim for reimbursement with the proper documentation of the costs and expenses,
provided that no expense will be reimbursed after the end of the year following the year in which the expense is incurred.


 


(b)          The
Executive shall not be required to mitigate the amount of any payment the Company becomes obligated to make to the Executive in
connection with this Agreement, by seeking other employment or otherwise. Except as specifically provided above with respect to
the Welfare Continuance Benefit, the amount of any payment provided for in Section 6 shall not be reduced, offset or subject to
recovery by the Company by reason of any compensation earned by the Executive as the result of employment by another employer after
the Date of Termination, or otherwise.


 


		9.	No Employment Contract



 


Nothing in this Agreement will be
construed as creating an employment contract between the Executive and the Company prior to Change in Control.


 




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		10.	Continuance of Welfare Benefits Upon Death



 


If the Executive dies while receiving
a Welfare Continuation Benefit, the Executive’s spouse and other dependents will continue to be covered under all applicable
Welfare Plans during the remainder of the 24-month coverage period. The Executive’s spouse and other dependents will become
eligible for COBRA continuation coverage for health and dental benefits at the end of such 24-month period.


 


		11.	Notice



 


Any notices and other communications
provided for by this Agreement will be sufficient if in writing and delivered in person, or sent by registered or certified mail,
postage prepaid (in which case notice will be deemed to have been given on the third day after mailing), or by overnight delivery
by a reliable overnight courier service (in which case notice will be deemed to have been given on the day after delivery to such
courier service). Notices to the Company shall be directed to the Secretary of the Company, with a copy directed to the Chairman
of the Board of the Company. Notices to the Executive shall be directed to his last known address.


 


		12.	Definition of a Change in Control



 


No benefits
shall be payable hereunder unless there shall have been a Change in Control of the Company as set forth below. For purposes of
this Agreement, a “Change in Control” means:


 


(a)          The
acquisition by any Person of beneficial ownership of 20% or more of the then outstanding shares of common stock of the Company,
provided that an acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege)
shall not constitute a Change in Control;


 


(b)          Individuals
who constitute the Board on the date of this Agreement (the “Incumbent Board”) cease to constitute a majority of the
Board, provided that any director whose nomination was approved by a vote of at least two-thirds of the directors then comprising
the Incumbent Board will be considered a member of the Incumbent Board, but excluding any such individual whose initial assumption
of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company;


 


(c)          Approval
by the shareholders of the Company of a reorganization, merger, share exchange or consolidation (a “Reorganization”),
provided that shareholder approval of a Reorganization will not constitute a Change in Control if, upon consummation of the Reorganization,
each of the following conditions is satisfied:


 


(i)          more
than 50% of the then outstanding shares of common stock of the corporation resulting from the Reorganization is beneficially owned
by all or substantially all of the former shareholders of the Company in substantially the same proportions as their ownership
existed in the Company immediately prior to the Reorganization;


 


(ii)         no
Person beneficially owns 20% or more of either (1) the then outstanding shares of common stock of the corporation resulting from
the transaction or (2) the combined voting power of the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors; and


 




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(iii)        at
least a majority of the members of the board of directors of the corporation resulting from the Reorganization were members of
the Incumbent Board at the time of the execution of the initial agreement providing for the Reorganization.


 


(d)          Approval
by the shareholders of the Company of a complete liquidation or dissolution of the Company, or of the sale or other disposition
of all or substantially all of the assets of the Company.


 


(e)          For
purposes of this Agreement, “Person” means any individual, entity or group (within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934 (the “Exchange Act”), other than any employee benefit plan (or related trust)
sponsored or maintained by the Company or any affiliated company, and “beneficial ownership” has the meaning given
the term in Rule 13d-3 under the Exchange Act.


 


		13.	Confidentiality



 


The Executive will hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any
of its affiliated companies and their respective businesses, which was obtained by the Executive during the Executive’s employment
by the Company or any of its affiliated companies and which will not be or become public knowledge. After termination of the Executive’s
employment with the Company, the Executive will not, without the prior written consent of the Company or except as may otherwise
be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company
and those designated by it. In no event shall an asserted violation of the provisions of this Section 13 constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive under this Agreement.


 


		14.	Miscellaneous



 


No provision of this Agreement may
be amended, modified, waived or discharged unless such amendment, modification, waiver or discharge is agreed to in a writing signed
by the Executive and the Chairman of the Board, Chief Executive Officer, or President of the Company. This Agreement replaces and
supersedes any prior agreements, written or oral, relating to the subject matter hereof, and all such agreements are hereby terminated
and are without any further legal force or effect. No waiver by either party hereto


 


at any time of any breach by the other party hereto
of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly
set forth in this Agreement. Nothing herein supersedes or replaces the terms of the offer letter dated February 10, 2015, between
the Company and the Executive.


 


		15.	Governing Law



 


The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the Commonwealth of Virginia without reference to its conflicts
of laws principles.


 




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		16.	Validity



 


The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.


 


		17.	Deferred Compensation Omnibus Provision.



 


(a)          It
is intended that payments and benefits under this Agreement that are considered to be deferred compensation subject to Section
409A of the Code shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements
of Section 409A of the Code to avoid the unfavorable tax consequences provided for therein for non-compliance. Notwithstanding
any other provision of this Agreement, the Company’s Compensation Committee or Board of Directors is authorized to amend
this Agreement, to amend or void any election made by the Executive under this Agreement and/or to delay the payment of any monies
and/or provision of any benefits in such manner as may be determined by it to be necessary or appropriate to comply with Section
409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive
a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.


 


(b)          If
the Executive is deemed on the date of separation of service with the Company to be a “specified employee,” as defined
in Section 409A(a)(2)(B) of the Code, then payment of any amount or provision of any benefit under this Agreement that is considered
deferred compensation subject to Section 409A of the Code shall not be made or provided prior to the earlier of (A) the expiration
of the six-month period measured from the date of separation of service or (B) the date of death (the “409A Deferral Period”).


 


(c)          In
the case of benefits that are subject to Section 409A of the Code, the Executive may pay the cost of benefit coverage, and thereby
obtain benefits, during the 409A Deferral Period and then be reimbursed by the Company when the 409A Deferral Period ends. On the
first day after the end of the 409A Deferral Period, all payments delayed pursuant to this Section 17 (whether they would have
otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid or reimbursed to
the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided as originally
scheduled.


 


(d)          “Termination
of employment” shall have the same meaning as “separation of service,” as that phrase is defined in Section 409A
of the Code (taking into account all rules and presumptions provided for in the Section 409A regulations).


 


18.         Clawback.
The Executive agrees that any incentive based compensation or award that he receives, or has received, from the Company or its
Affiliates under this Agreement or otherwise, will be subject to clawback by the Company as may be required by applicable law or
stock exchange listing requirement and on such basis as the Board of Directors of the Company determines, but in no event with
a look-back period of more than three years, unless required by applicable law or stock exchange listing requirement.


 


[Signatures follow on next page.]


 




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IN WITNESS WHEREOF, this Agreement
has been executed as a sealed instrument by Union First Market Bankshares Corporation by its duly authorized officer, and by the
Executive, as of the date first above written.


 


	 	UNION BANKSHARES CORPORATION By:
	 	 
	 	/s/G. William Beale
	 	G. William Beale
	 	Chief Executive Officer
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/M. Dean Brown
	 	 
	 	M. Dean Brown


 




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