Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 1, 2022, Aaron M. Poffinberger was appointed Executive Vice President and Chief Operating Officer for the Bank of Clarke County (the "Bank"), a wholly-owned subsidiary of Eagle Financial Services, Inc. (the "Company").

Mr. Poffinberger, 40, joined the Bank in 2015 as its Vice President and Director of Internal Audit. In 2019, he was promoted to Senior Vice President and Chief Risk Officer and in 2021, to Executive Vice President and Chief Risk Officer. Prior to joining the Bank, he spent 11 years at Yount, Hyde, & Barbour, P.C. providing various auditing and consulting services to financial institutions.

Also on December 1, 2022, the Bank and Mr. Poffinberger entered into a new employment agreement in connection with his appointment.

The initial term of the Agreement will end December 31, 2022. The Agreement will renew for a term of one year on December 31, 2022 and each December 31 thereafter, unless Mr. Poffinberger or the Company provides written notice to the other party at least 90 days prior to the applicable December 31. The Agreement provides for an initial base salary of $230,000, and Mr. Poffinberger is eligible for base salary increases and bonuses, as determined by the Board of Directors.

The Agreement provides for the termination of Mr. Poffinberger's employment by the Company without "cause" and termination by him for "good reason" (as those terms are defined in the Agreement). Termination under either of these circumstances will entitle Mr. Poffinberger to (i) the payment of his then-current salary for 24 months following termination, (ii) a payment in cash equal to the greater of his highest cash bonus in any of the three fiscal years before the year in which termination occurs and the amount of cash bonus that he was designated to receive under the Company's annual incentive plan and (iii) a welfare continuance benefit equal to 18 times the excess of the premium that would apply for continued healthcare benefit coverage if COBRA continuation were elected, over the amount that he paid for such coverage immediately before termination. If Mr. Poffinberger is terminated without cause or resigns for good reason within one year following a "change of control" (as defined in the Agreemherent), he will receive an amount equal to 299% of his base salary, annual bonus and equivalent benefits (subject to reduction to the extent that such payment constitutes an "excess parachute payment" under the Internal Revenue Code of 1986, as amended). Mr. Poffinberger will not be entitled to any compensation or other benefits under the Agreement if his employment is terminated for "cause."

The Agreement also contains covenants relating to non-competition and non-solicitation, each for a period of 12 months following the last day of Mr. Poffinberger's employment, and covenants relating to confidentiality and nondisclosure.



The foregoing summary of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference
herein.

Exhibit
  No.      Description

  10.1     Amended and Restated Employment Agreement, dated December 1, 2022,
           between Eagle Financial Services, Inc. and Aaron M. Poffinberger.

     104   Cover Page Interactive Data File - the cover page XBRL tags are
           embedded within the Inline XBRL document

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