This Severance Agreement (the “Agreement”) dated as of April 20, 2021 is between Southern Bank, a Missouri state chartered trust company with banking powers (the “Bank” or the “Employer”), and Brett Dorton (the “Executive”).
WHEREAS, the Executive is presently employed as Chief Strategies Officer of the Bank;
WHEREAS, the Employer desires to be ensured of the Executive’s continued active participation in the business of the Employer;
WHEREAS, in order to induce the Executive to remain in the employ of the Employer and in consideration of the Executive’s agreeing to remain in the employ of the Employer, the parties desire to specify the severance benefits which shall be due to the Executive in the event that his/her employment with the Employer is terminated under specified circumstances; and
WHEREAS, the Executive is willing to serve the Bank on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereby agree as follows:
1.Definitions. The following words and terms shall have the meanings set forth below for the purposes of this Agreement:
(a)Cause. Termination of the Executive’s employment for “Cause” shall mean termination because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, willful conduct which is materially detrimental (monetarily or otherwise) to the Employer or material breach of any provision of this Agreement.
(b)Change in Control. “Change in Control” shall mean a change in the ownership of the Corporation or the Bank, a change in the effective control of the Corporation or the Bank or a change in the ownership of a substantial portion of the assets of the Corporation or the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder.
(c)Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.
(d)Corporation. “Corporation” shall mean Southern Missouri Bancorp, Inc., the holding company for the Bank, or any successor thereto.
(e)Date of Termination. “Date of Termination” shall mean (i) if the Executive’s employment is terminated for Cause, the date on which the Notice of Termination is given, and (ii) if