Separation Agreement, dated as of September 27, 2023, by SmartFinancial, Inc., SmartBank, and Gregory L. Davis
Exhibit 10.1
SEPARATION AGREEMENT
THIS AGREEMENT (the “Agreement”) is entered into as of the Effective Date, as defined in Paragraph 6 hereof, by and between SmartFinancial, Inc. (the “Holding Company”), SmartBank (together with the Holding Company, the “Bank”) and Gregory L. Davis (“Employee”). Together, 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 Bank and Employee agree as follows:
a.Employee resigned from employment with the Bank effective September 29, 2023 (the “Separation Date”). Employee acknowledges and agrees that, effective as of the Separation Date, his Employment Agreement with the Bank, dated as of March 9, 2020 (the “Employment Agreement”) shall terminate without further action by the Parties, and that the Bank shall have no continuing obligations to Employee under the Employment Agreement; provided, however, that Sections 7, 8, 9, 12, 13 and 15 of the Employment Agreement, as well as any other section of the Employment Agreement necessary to enforce such sections, shall survive and remain in full force and effect in accordance with their terms; and provided, further, that the “Post-Termination Period” (as defined in the Employment Agreement) shall be for period of 24 months following the Separation Date (instead of 12 months).
b.Employee will be paid any salary or wages earned unpaid through the Separation Date, as well as and any unreimbursed business expenses (if such expenses have been incurred and submitted in accordance with Bank policy no later than seven (7) days after the Separation Date). Employee acknowledges and agrees that, other than the amounts described in the preceding sentence, he has been paid all wages and accrued benefits to which he is entitled through the date of execution of this Agreement. Other than the payments set forth in this Agreement, the parties agree that the Bank owes no additional amounts to Employee for wages, back pay, severance pay, bonuses, damages, accrued vacation, benefits, insurance, sick leave, other leave, or any other reason.
3. | General Release of Claims and Covenant Not To Sue. |
a.General Release of Claims. In consideration of the payments made to Employee by the Bank and the promises contained in this Agreement, Employee on behalf of himself/herself and his/her agents and successors in interest, hereby UNCONDITIONALLY RELEASES AND DISCHARGES the Bank, its successors, subsidiaries, parent companies, assigns, joint ventures, and affiliated companies and their respective agents, legal representatives, shareholders, attorneys, employees, members, managers, officers and directors (collectively, the “Releasees”) from ALL CLAIMS, LIABILITIES, DEMANDS AND CAUSES OF ACTION which he may by law release, as well as all contractual obligations not expressly set forth in this Agreement, whether known or unknown, fixed or contingent, that he may have or claim to have against any Releasee for any reason as of the date of execution of this Agreement. This General Release and Covenant Not To Sue includes, but is not limited to, claims arising under federal, state or local laws prohibiting employment discrimination; claims arising under severance plans and contracts; and claims growing out of any legal restrictions on the Bank’s rights to terminate its employees or to take any other employment action, whether statutory, contractual or arising under common law or case law. Employee specifically acknowledges and agrees that he is releasing any and all rights under federal, state and local employment laws including without limitation the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans With Disabilities Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the anti-retaliation provisions of the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act, the Fair Credit Reporting Act, the Tennessee Human Rights Act, and any and all other local, state, and federal law claims arising under statute or common law. It is agreed that this is a general release and it is to be broadly construed as a release of all claims, except as set forth in Paragraph 3(e) below.
b.Covenant Not to Sue. Except as expressly set forth in Paragraph 4 below, Employee further hereby AGREES NOT TO FILE A LAWSUIT or other legal claim or charge to assert against any of the Releasees any claim released by this Agreement.
c.Acknowledgement Regarding Payments and Benefits. Employee acknowledges and agrees that he has been paid all wages and accrued benefits to which he is entitled through the date of execution of this Agreement. Other than the payments set forth in this Agreement, the Parties agree that the Bank owes no additional amounts to Employee for wages, back pay, severance pay, bonuses, damages, accrued vacation, benefits, insurance, sick leave, other leave, or any other reason.
d.Other Representations and Acknowledgements. This Agreement is intended to and does settle and resolve all claims of any nature that Employee might have against the Bank arising out of their employment relationship or the termination of employment or relating to any other matter, except as set forth in Paragraph 3(e) below. By signing this Agreement, Employee acknowledges that he is doing so knowingly and voluntarily, that he understands that he may be releasing claims he may not know about, and that he is waiving all rights he may have had under
any law that is intended to protect him from waiving unknown claims. This Agreement shall not in any way be construed as an admission by the Bank or any of the Releasees of wrongdoing or liability or that Employee has any rights against the Bank or any of the Releasees. Employee represents and agrees that he has not transferred or assigned, to any person or entity, any claim that he is releasing in this Paragraph 3.
e.Exceptions to General Release. Nothing in this Agreement is intended as, or shall be deemed or operate as, a release by Employee of (i) any rights of Employee under this Agreement; (ii) any vested benefits under any Bank-sponsored benefit plans; (iii) any rights under COBRA or similar state law; (iv) any recovery to which Employee may be entitled pursuant to workers’ compensation and unemployment insurance laws; (v) Employee’s right to challenge the validity of his release of claims under the ADEA; (vi) any rights or claims under federal, state, or local law that cannot, as a matter of law, be waived by private agreement; and (vii) any claims arising after the date on which Employee executes this Agreement.
The Parties hereby signify their agreement to these terms by their signatures below.
Employee /s/ Gregory L. Davis Gregory L. Davis Date: 9/27/23 | SmartBank By: /s/ William Y. Carroll, Jr. William Y. Carroll, Jr. President and Chief Executive Officer Date: 9/27/23 |
SmartFinancial, Inc. By: /s/ William Y. Carroll, Jr. William Y. Carroll, Jr. President and Chief Executive Officer Date: 9/27/23 |