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Exhibit 10 (a)
SEVERANCE AGREEMENT
AND RELEASE OF ALL CLAIMS
This Severance Agreement and Release of All
Claims ("Agreement") is made and entered into by and between Larry
V. Sorensen, Executive Vice President of Sonoma National Bank
(referred to herein as the "Bank") and Chief Financial Officer
(referred to herein as "Officer") of Northern Empire Bancshares, a
California Corporation (referred to herein as the "Company") and
the Company and the Bank.
RECITALS
WHEREAS, Officer’s employment with the
Company and the Bank shall cease by mutual agreement of the
parties, effective September 29, 2006 (the "Separation
Date");
WHEREAS, Officer does not have pending against
the Company or any of its affiliated, related, parent or subsidiary
corporations (including, without limitation, the Bank) or any of
its or their directors, officers, employees, shareholders or agents
(collectively referred to herein as the "Released Parties") and the
Company does not have pending against Officer any claim, charge or
action in or with any federal, state or local court or
administrative agency; and
WHEREAS, Officer understands that Officer may
have at least 21 days from the Separation Date in which to consider
the Agreement, and that after executing the Agreement, Officer has
an additional 7 days after signing to revoke the Agreement. Officer
further understands that this Agreement shall not become effective
or enforceable until the revocation period has expired.
WHEREAS, Officer and the Company and the Bank
desire to settle fully and finally all existing and/or potential
differences between them;
NOW, THEREFORE, in consideration of the mutual
covenants and promises herein and other good and valuable
consideration, receipt of which is hereby acknowledged, it is
agreed by and between the parties as follows:
AGREEMENT
a. As consideration
supporting this Agreement, the Company agrees to pay Officer the
gross sum of Two Hundred Forty Thousand Dollars ("Severance Sum"),
which Officer otherwise would not be entitled to receive. The
Severance Sum will be paid in one lump sum payment. The Severance
Sum shall be subject to all applicable withholdings and deductions
required by federal and state law. Payment of the Severance Sum
shall be made within 5 calendar days after the 7-day revocation
period has expired.
b. Officer agrees that
payment of the Severance Sum and the accelerated vesting of stock
options under Paragraph 19 below shall constitute the entire amount
of economic consideration provided to Officer under this Agreement
and that Officer will not seek any further compensation for any
claimed damage, costs or attorneys’ fees in connection with
the matters encompassed in this Agreement.
c. Conditional Nature
of Severance Payment . Officer’s right to payment of the
Severance Sum set forth in 1(a) above (to the extent Officer is
otherwise entitled to such payment) and right to accelerated
vesting under Paragraph 19 below, shall be conditioned upon the
return of all Company and Bank property by September 29, 2006, and
upon Officer not directly or indirectly engaging in (whether as an
officer, consultant, agent, proprietor, principal, partner,
stockholder, corporate officer, director or otherwise), any of the
following: (1) the disclosure of any Company or Bank trade secrets,
including but not limited to, any formula, pattern, compilation,
program, device, method, technique, or process of the Company or
Bank that is not generally known to the public to any person, and
particularly not to any firm, corporation or business that competes
with Company or Bank or is a customer of the Company or Bank (2)
divulging any confidential information of the Company or Bank to
any person or any such entity; (3) any act or conduct that would
have the intended or reasonably foreseeable effect of wrongfully
interfering with or disrupting any contractual or economic
relationship(s) that the Company or Bank has with any other person
or entity.
Officer agrees that breach of any of the above
conditions shall constitute a material violation and breach of this
Agreement.
2. Non-admission .
This agreement and compliance with this Agreement shall not be
construed as an admission by either party of any liability
whatsoever, or as an admission by any Released Party of any
violation of the rights of Officer or any person, or a violation of
any order, law, statute, duty or contract.
3. Professional
References . Any verbal or written request(s) for professional
references regarding Officer shall be directed to the Human
Resources Department of the Company, and only the following
information will be provided by the Company: (1) Officer’
employment dates, (2) title, and (3) salary. Officer hereby
authorizes the Company to provide such information upon
request.
4.
Non-disparagement . Officer shall not disparage any of the
Released Parties, or any representative, customer or supplier of
the Company or the Bank, or any affiliate of the Company or the
Bank. Similarly, the Bank and Company agree that its officers and
directors will not disparage Officer. Notwithstanding the
foregoing, any party may respond accurately and fully to any
question, inquiry or request for information when required by legal
process.
5. Confidentiality
. Officer understands and agrees that this Agreement and each of
its terms, and the negotiations surrounding it, are confidential
and shall not be disclosed by Officer to any entity or person, for
any reason, at any time, without prior written consent of the
Company, unless required by law. Notwithstanding the foregoing,
Officer may disclose the terms of this Agreement to Officer’s
spouse, and for legitimate business reasons, to legal, financial,
and tax advisors, who shall also be bound to maintain the
confidentiality of this Agreement and its terms.
6. Confidential
Information . Officer shall not, for the benefit of any person
or entity other than the Company or the Bank, disclose or use any
information regarding the Company’s or the Bank’s
business, officers, employees or customers, which was produced by
any officer of the Company or the Bank in the course of employment
with the Company or the Bank or otherwise produced or acquired by
or on behalf of the Company or the Bank, and which is not properly
in the public domain.
a. In exchange for the
benefits described in Paragraph 1, Officer and Officer’s
successors and assigns, release and absolutely discharge the
Released Parties of and from any and all claims, demands, actions
and causes of action, which Officer now has, or at any other time
had, or shall or may have against any of the Released Parties,
whether now known or unknown, including, but not limited to, any
and all claims for breach of contract; breach of the implied
covenant of good faith and fair dealing; inducement of breach;
interference with contract or prospective economic advantage;
wrongful or unlawful demotion; violation of public policy; invasion
of privacy; intentional or negligent infliction of emotional
distress; intentional or negligent misrepresentation; conspiracy;
failure to pay wages, commissions, bonuses, benefits, vacation pay,
severance pay, attorneys' fees, or any other compensation of any
sort; defamation; discrimination or harassment on the basis of
race, color, sex, sexual orientation, religion, national origin,
ancestry, age, disability, medical condition or any other protected
class or status; any claim under Title VII of the Civil Rights Act
of 1964, as amended, 42 U.S.C. §2000e et. seq., the Age
Discrimination in Employment Act of 1967, as amended; the
California Fair Employment and Housing Act, as amended; violation
of the Occupational Safety and Health Act, or any other
health/safety laws, statutes or regulations; violation of the
Employee Retirement Income Security Act of 1974; violation of the
Internal Revenue Code; violation of the federal Ame
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