EXECUTIVE TRANSITION AGREEMENT
THIS AGREEMENT (the Agreement) is entered into as of the Effective Date, as defined in Paragraph 8 hereof, by and between FRANKLIN FINANCIAL NETWORK, INC. (the Holding Company), FRANKLIN SYNERGY BANK (the Bank and, together with the Holding Company, the Company) and RICHARD E. HERRINGTON (Employee). Together, the Holding Company, the Bank and Employee may be referred to hereinafter as the Parties.
In consideration of the payments, covenants and releases described below, and in consideration of other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the Company and Employee agree as follows:
1. Separation from Employment. Employees employment with the Company will end on September 8, 2019 (the Separation Date). Effective as of March 8, 2019, Employee hereby resigns as (i) an officer of the Holding Company, the Bank and any related or affiliated entities as of the Separation Date; and (ii) a director of the Holding Company, the Bank and any related or affiliated entities. From March 8, 2019 until the Separation Date, Employee agrees to (i) continue his employment with the Company to provide any additional cooperation, assistance, and/or training reasonably requested by the Company to transition his work, responsibilities, files, and systems, as and to the extent determined in the Companys sole discretion; and (ii) be available as an advisor to both the Board of Directors of the Holding Company and the Board of Directors of the Bank (the foregoing duties collectively, the Transition Services). In exchange for providing the Transition Services, Employee will remain employed with the Company until the Separation Date, and will continue to receive his current compensation and benefits contemplated by the Employment Agreement between the Bank and Employee, dated as of January 29, 2014 (the Employment Agreement) through and including the Separation Date. Notwithstanding the foregoing, Employees salary shall be increased to $53,558.11 per month, effective March 1, 2019. The parties agree that Executives date of separation from service (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A)) will be March 8, 2019.
2. Compensation through Separation Date. Following the Separation Date, Employee will be paid for all outstanding wages earned since his last paycheck through and including the Separation Date, less customary and applicable payroll deductions. Employee confirms and agrees that, through the date he executes this Agreement, he has received all wages, reimbursements, payments, or other benefits to which he is entitled as a result of his employment with the Company.
3. Termination for Cause Prior to Separation Date. Nothing in this Agreement shall limit the Companys ability to terminate Employees employment prior to the Separation Date for Cause (as that term is defined in the Employment Agreement). In the event Employee resigns for any reason or is terminated for Cause prior to the Separation Date, Employee will only be entitled to receive payment for wages through Employees last day actually worked for the Company, less customary and applicable payroll deductions, and Employee will not be entitled to the other benefits set forth in this Agreement.