Separation Agreement, dated as of February 20, 2020, by and between Joe A. Shearin and Southern National Bancorp of Virginia, Inc
SEPARATION AGREEMENT AND RELEASE
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into and effective as of the Effective Date (as defined in Section 3(e) hereof), by and between Southern National Bancorp of Virginia, Inc. (the “Holding Company”), Sonabank (the “Bank” and, together with the Holding Company, the “Company”) and Joe A. Shearin (“Executive”). The Company and Executive are referred to in this Agreement, together, as the “parties” and, each individually, as a “party.”
WHEREAS, Executive currently serves as the Chief Executive Officer of the Holding Company and of the Bank and as a member of the Holding Company’s Board of Directors (the “Holding Company Board”) and the Bank’s Board of Directors (the “Bank Board” and, together with the “Holding Company Board, the “Board”), pursuant to that certain Employment Agreement between the Company and Executive, dated June 23, 2017 (the “Employment Agreement”);
WHEREAS, Executive desires to retire from his positions as Chief Executive Officer and a director of the Company;
WHEREAS, the Company and Executive each desire to enter into this Agreement to set forth in writing the terms and conditions of Executive’s separation from the Company, its subsidiaries and affiliates; and
WHEREAS, the Company and Executive seek to fully and finally settle all actual or potential differences or claims, whether or not now known, on the terms set forth in this Agreement;
NOW, THEREFORE, 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 Executive agree as follows:
The Company’s agreement to provide the consideration set forth in this Section 2 is specifically contingent upon Executive (i) executing this Agreement and not revoking this Agreement, as set forth in Section 3(e) below; and (ii) complying with Executive’s obligations under this Agreement and the continuing contractual obligations Executive owes to the Company, as described in Section 5 below.
Executive hereby acknowledges and agrees that the execution of this Agreement and the cessation of Executive’s employment and all actions taken in connection therewith are in compliance with the federal Age Discrimination in Employment Act and the Older Workers Benefit Protection Act and that the releases set forth above shall be applicable, without limitation, to any claims brought under these Acts. Executive further acknowledges and agrees that:
a.The release given by Executive in this Agreement is given solely in exchange for the benefits set forth in the Employment Agreement to which this release was initially attached and such consideration is in addition to anything of value which Executive was entitled to receive prior to entering into this Agreement;
b.By entering into this Agreement, Executive does not waive rights or claims that may arise after the date this Agreement is executed;
c.Executive has been advised to consult an attorney prior to entering into this Agreement, and this provision of the Agreement satisfies the requirements of the Older Workers Benefit Protection Act that Executive be so advised in writing;
d.Executive has been offered twenty-one (21) days from receipt of this Agreement within which to consider whether to sign this Agreement; and
e.For a period of seven (7) days following Executive’s execution of this Agreement, Executive may revoke this Agreement by delivering the revocation to a Company officer. Assuming Executive does not revoke this Agreement, this Agreement shall become effective and enforceable on the eighth (8th) day following the date on which Executive executes this Agreement (the “Effective Date”).
This Agreement shall be binding upon the heirs and personal representatives of Executive and shall inure to the benefit of the successors and assigns of the Company.