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Item 9A. Controls and Procedures

2023-03-24 compared with 2022-03-25 · 27 added, 16 removed, 156 unchanged (22% of the section changed)

11 unchanged sentences

Management’s report on the Corporation’s internal control over financial reporting is included on the following page.

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Management’s Report on Internal Control Over Financial Reporting

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(Principal Financial Officer)

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OTHER INFORMATION

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EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to the sections of the 2022 Proxy Statement entitled “Director Compensation” and “Executive Compensation”.

The information required by this item is incorporated herein by reference to the sections of the 2023 Proxy Statement entitled “Director Compensation” and “Executive Compensation” (excluding the information under the subheading “Pay Versus Performance”).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

2 unchanged sentences

Subject to the anti-dilution provisions of the Equity Plan, the maximum number of shares for which awards may be granted to any one participant in

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any calendar year is 20,000 shares, without regard to whether an award is paid in cash or shares.

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Unexercised equity awards outstanding as of December 31, 2022 consist of time vesting and performance vesting restricted stock units (“RSUs”).

The amounts shown in column (a) relate to outstanding performance vesting RSUs and assume that such RSUs will vest based on the achievement of the maximum performance levels applicable thereto.

The amounts shown in column (a)

(2) performance vesting RSUs and assume that such RSUs will vest based on the achievement of the maximum performance levels applicable thereto.

The amounts shown in column (a) would be 12,810 or 25,628 if only the RSUs’ threshold performance levels or target performance levels, respectively, were to be achieved.

5 unchanged sentences

The information required by this item is incorporated herein by reference to the section of the 2023 Proxy Statement entitled “Audit Fees and Services ”.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

9 unchanged sentences

The exhibits filed or furnished with this annual report are listed in the following Exhibit Index.

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Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to First United Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 1998)

1 unchanged sentence

First United Corporation Bylaws as Amended and Restated on November 17, 2021 (incorporated by reference to Exhibit 3.1 to First United Corporation’s Current Report on Form 8-K filed on November 19, 2021.)

Letter Agreement, including the related Securities Purchase Agreement – Standard Terms, dated January 30, 2009 by and between First United Corporation and the U.S.

Department of Treasury (incorporated by reference to Exhibit 10.1 to First United Corporation’s Form 8-K filed on February 2, 2009)

Certificate of Notice, including the Certificate of Designations incorporated therein, relating to the Fixed Rate Cumulative Perpetual Preferred Stock, Series A (incorporated by reference Exhibit 4.1 to First United Corporation’s Form 8-K filed on February 2, 2009)

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First United Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on March 16, 2020)

Appendix A to the First United Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 of the Corporation’s Current Report on Form 8-K filed on March 15, 2022)

First United Corporation Short-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to First United Corporation’s Current Report on Form 8-K filed on March 16, 2020)

Appendix A to the First United Corporation Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Corporation’s Current Report on Form 8-K filed on March 15, 2022)*

Form of Restricted Stock Unit Award Agreement (Performance-Vesting) (incorporated by reference to Exhibit 10.1 to First United Corporation’s Current Report on Form 8-K filed on March 27, 2020, Film No.

3 unchanged sentences

Subsidiaries (filed herewith)

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Consent of Crowe LLP, Independent Registered Public Accounting Firm (filed herewith)

Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm (filed herewith)

Certifications of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith)

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Certifications pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith)

XBRL Instance Document (filed herewith)

XBRL Taxonomy Extension Schema (filed herewith)

XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

XBRL Taxonomy Extension Definition Linkbase (filed herewith)

XBRL Taxonomy Extension Label Linkbase (filed herewith)

XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

Inline XBRL Instance Document (filed herewith)

Inline XBRL Taxonomy Extension Schema (filed herewith)

Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)

Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)

Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

The cover page of First United Corporation’s Annual Report on Form 10K for the year ended December 31, 2021, formatted in Inline XBRL, included within the Exhibit 101 attachments (filed herewith).

Portions of Exhibit 10.12, identified in brackets, were excluded because they were immaterial and would have likely caused competitive harm to the Corporation if publicly disclosed.

Such information will be disclosed in “Executive Compensation” section of the 2023 Proxy Statement.

FORM 10-K SUMMARY

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

11 unchanged sentences

and Principal Accounting Officer)

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

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/s/ Carissa L.

Moran – Director

Rodeheaver – Director, President

Robert Rudy - Director

and Chief Executive Officer

March 24, 2023

(Principal Executive Officer)

and Chief Executive Officer

March 24, 2023

/s/ Marisa A.

Andrew Walls, III

Robert Rudy - Director

Shockley - Director

Andrew Walls, III - Director

March 24, 2023

Andrew Walls, III

Andrew Walls, III - Director

Sturm – Senior Vice President and

March 24, 2023

Chief Financial Officer

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures