Common use of Employment and Other Arrangements Clause in Contracts

Employment and Other Arrangements. (a) Except for employees of EVBS, SONA and their respective Subsidiaries with individual agreements that provide for payment of severance under certain circumstances or employees of EVBS and its Subsidiaries covered by the EVBS Executive Severance Plan (who will be paid severance only in accordance with such agreements or plan), SONA and EVBS agree that each employee of EVBS, SONA and their respective Subsidiaries who is involuntarily terminated by EVBS or SONA, respectively, following the date of this Agreement but before the Effective Date, or by the Continuing Corporation or any of its Subsidiaries (other than for cause) on or within six (6) months following the Effective Date (the “Severance Coverage Period”) shall receive a severance payment equal to two weeks of base pay (at the rate in effect on the termination date) for each year of service at EVBS, SONA or their respective Subsidiaries, respectively, (with credit for partial years of service) with a maximum payment equal to twenty-six weeks of base pay. A former employee of EVBS, SONA or their respective Subsidiaries must execute a general release of claims before any severance payment shall be made pursuant to this Section 5.12(a), and all such releases of claims shall be in a form approved in writing in advance by SONA. After the expiration of the Severance Coverage Period, the foregoing severance benefit may be changed, replaced or discontinued in its entirety in the sole discretion of the Continuing Corporation or its Subsidiaries. (b) EVBS and SONA will establish a retention bonus pool that will be dedicated to certain of their non-executive officer employees for purposes of retaining such employees prior to and after the Effective Date, with the participating employees and specific terms of such retention bonuses to be determined by EVBS and SONA. (c) EVBS hereby acknowledges that the Merger will result in a “change in control” of SONA or other event of similar import, within the meaning of the Change in Control Agreement by and between SONA and Gxxxxxx X. Xxxxxxx, the Change in Control Agreement by and between SONA and Rxx Xxxxxx, the Change in Control Agreement by and between SONA and Txxxxx Xxxxx, the Change in Control Agreement by and between SONA and Bxxx X. Xxxxxxxxx, the Supplemental Executive Retirement Plan by and between SONA and Gxxxxxx X. Xxxxxxx and the Supplemental Executive Retirement Plan by and between SONA and Rxx Xxxxxx (the “SONA Employment Arrangements”) will occur upon the Effective Date and SONA shall honor and comply with all obligations (including payment obligations) as set forth in the SONA Employment Arrangements. (d) SONA hereby acknowledges that the Merger will result in a “change in control” of EVBS or other event of similar import, within the meaning of the Amended and Restated Employment Agreement dated as of January 10, 2008, between EVBS and Jxxxx X. Xxxxxx, the Employment Agreement dated November 20, 2014 by and between EVBS and Mxxx X. Xxxxx, the restricted stock award agreements between EVBS and the individual recipients specified therein, and the EVBS Supplemental Executive Retirement Plan effective January 1, 2008, as amended November 20, 2014 (the “EVBS Employment Arrangements”) and the EVBS Executive Severance Plan, will occur upon the Effective Date and SONA shall assume, honor and comply with all obligations (including payment obligations) as set forth in the EVBS Employment Arrangements and EVBS Executive Severance Plan. With regard to the EVBS Executive Severance Plan, SONA agrees that such plan shall not be terminated for at least twelve (12) months following the Effective Date. For the avoidance of doubt, the Amended and Restated Employment Agreement dated as of January 10, 2008, between EVBS and Jxxxx X. Xxxxxx, the Employment Agreement dated November 20, 2014 by and between EVBS and Mxxx X. Xxxxx, and the EVBS Supplemental Executive Retirement Plan effective January 1, 2008, as amended November 20, 2014 shall not be terminated and liquidated in connection with the Merger. (e) Prior to the Effective Date, SONA shall have taken all actions necessary to irrevocably terminate and liquidate (in accordance with Section 409A of the Code or an exemption therefrom) the Change in Control Agreement by and between SONA and Gxxxxxx X. Xxxxxxx, the Change in Control Agreement by and between SONA and Rxx Xxxxxx and the Change in Control Agreement by and between SONA and Txxxxx Xxxxx (each, a “SONA CIC Agreement”), subject to the effectiveness of a general release of claims as of the Effective Date in favor of the Continuing Company and its related entities in a form reasonably acceptable to EVBS, and in each case in exchange for payment to Mx. Xxxxxxx, Mx. Xxxxxx and Mx. Xxxxx, respectively, of an amount representing the cash severance that would have been due him or her pursuant to his or her respective SONA CIC Agreement, determined as if Mx. Xxxxxxx, Mx. Xxxxxx and Mx. Xxxxx, respectively, had been terminated in a Qualifying Termination (as defined in the SONA CIC Agreement), and in each case contingent on the closing of the transactions contemplated by this Agreement. For the avoidance of doubt, the Change in Control Agreement by and between SONA and Bxxx X. Xxxxxxxxx shall not be terminated and liquidated in connection with the Merger.

Employment and Other Arrangements. (a) Except for employees of EVBS, SONA Middleburg and their respective its Subsidiaries with individual agreements that provide for payment of severance under certain circumstances or employees of EVBS and its Subsidiaries covered by the EVBS Executive Severance Plan (who will be paid severance only in accordance with such agreements or planagreements), SONA and EVBS agree Access agrees that each employee of EVBS, SONA Middleburg and their respective its Subsidiaries who is involuntarily terminated by EVBS or SONA, respectively, following the date of this Agreement but before the Effective Date, or by the Continuing Corporation Access or any of its Subsidiaries (other than for cause) on or within six (6) months following of the Effective Date (the “Severance Coverage Period”) shall receive a severance payment equal to two weeks of base pay (at the rate in effect on the termination date) for each year of service at EVBS, SONA Middleburg or their respective Subsidiaries, respectively, its Subsidiaries (with credit for partial years of service) with a maximum payment equal to twenty-six weeks of base pay. A former employee of EVBS, SONA Middleburg or their respective its Subsidiaries must execute a general release of claims before any severance payment shall be made pursuant to this Section 5.12(a), and all such releases of claims shall be in a form approved in writing in advance by SONA. After the expiration of the Severance Coverage Period, the foregoing severance benefit may be changed, replaced or discontinued in its entirety in the sole discretion of the Continuing Corporation or its SubsidiariesAccess. (b) EVBS Middleburg and SONA Access will establish a retention bonus pool that will be dedicated to certain of their non-executive officer employees for purposes of retaining such employees prior to and after the Effective Date, with the participating employees and specific terms of such retention bonuses to be determined by EVBS Middleburg and SONAAccess. (c) EVBS hereby acknowledges Within thirty (30) days prior to the Effective Date, Middleburg shall take all steps necessary to terminate the employment agreements listed on Section 5.12(c) of the Disclosure Letter of Middleburg (collectively, the “Affected Agreements”) immediately preceding the Effective Date. On the ninetieth day after the Effective Date, Access shall pay in a lump sum, net of applicable tax withholdings, (A) to Messrs. Shook, Cxxxxx and Mehra, the cash amount described in Section 7(h)(i) of the Affected Agreements and (B) to Mx. Xxxxxxx, the amounts described in Section 7(d)(1) of the Affected Agreement; provided, however, that such cash amount shall be reduced as necessary to insure that the Merger amount so paid (when aggregated with any other benefits or payments payable upon a change of control to the affected executive) will result in a not constitute an “change in controlexcess parachute payment” of SONA or other event of similar import, within the meaning of Section 280G of the Change Code, as determined by Access’s outside accounting firm, in Control Agreement by consultation with Txxxxxxx Sxxxxxx and between SONA counsel to the affected executive. All documents issued, adopted or executed in connection with the implementation of this Section 5.12(c) shall be subject to Access’s prior review and Gxxxxxx X. Xxxxxxxapproval, the Change in Control Agreement by and between SONA and Rxx Xxxxxxwhich shall not be unreasonably withheld, the Change in Control Agreement by and between SONA and Txxxxx Xxxxx, the Change in Control Agreement by and between SONA and Bxxx X. Xxxxxxxxx, the Supplemental Executive Retirement Plan by and between SONA and Gxxxxxx X. Xxxxxxx and the Supplemental Executive Retirement Plan by and between SONA and Rxx Xxxxxx (the “SONA Employment Arrangements”) will occur upon the Effective Date and SONA shall honor and comply with all obligations (including payment obligations) as set forth in the SONA Employment Arrangementsconditioned or delayed. (d) SONA hereby acknowledges that the Merger will result in a “change in control” of EVBS or other event of similar import, within the meaning of the Amended and Restated Employment Agreement dated as of January 10, 2008, between EVBS and Jxxxx X. Xxxxxx, the Employment Agreement dated November 20, 2014 by and between EVBS and Mxxx X. Xxxxx, the restricted stock award agreements between EVBS and the individual recipients specified therein, and the EVBS Supplemental Executive Retirement Plan effective January 1, 2008, as amended November 20, 2014 (the “EVBS Employment Arrangements”) and the EVBS Executive Severance Plan, will occur upon the Effective Date and SONA shall assume, honor and comply with all obligations (including payment obligations) as set forth in the EVBS Employment Arrangements and EVBS Executive Severance Plan. With regard to the EVBS Executive Severance Plan, SONA agrees that such plan shall not be terminated for at least twelve (12) months following the Effective Date. For the avoidance of doubt, the Amended and Restated Employment Agreement dated as of January 10, 2008, between EVBS and Jxxxx X. Xxxxxx, the Employment Agreement dated November 20, 2014 by and between EVBS and Mxxx X. Xxxxx, and the EVBS Supplemental Executive Retirement Plan effective January 1, 2008, as amended November 20, 2014 shall not be terminated and liquidated in connection with the Merger. (e) Prior to the Effective Date, SONA Middleburg shall have taken take all actions steps necessary to irrevocably terminate and liquidate obtain (in accordance with Section 409A of the Code or an exemption therefromi) the Change in Control Agreement by and between SONA and Gxxxxxx X. Xxxxxxx, the Change in Control Agreement by and between SONA and Rxx Xxxxxx and the Change in Control Agreement by and between SONA and Txxxxx Xxxxx (each, a “SONA CIC Agreement”), subject to the effectiveness of a general release of claims as from each of the Effective Date individuals listed in favor Section 5.12(d)(i) of the Continuing Company Disclosure Letter of Middleburg associated with each individual’s respective employment prior to the Effective Date, and its related entities (ii) a separation, noncompetition and nonsolicitation agreement from the individual listed in Section 5.12(d)(ii) of the Disclosure Letter of Middleburg associated with such individual’s termination of employment. Such agreements shall be in a form reasonably acceptable to EVBS, and in each case in exchange for payment to Mx. Xxxxxxx, Mx. Xxxxxx and Mx. Xxxxx, respectively, of an amount representing the cash severance that would have been due him or her pursuant to his or her respective SONA CIC Agreement, determined as if Mx. Xxxxxxx, Mx. Xxxxxx and Mx. Xxxxx, respectively, had been terminated in a Qualifying Termination (as defined in the SONA CIC Agreement), and in each case contingent on the closing of the transactions contemplated by this Agreement. For the avoidance of doubt, the Change in Control Agreement by and between SONA and Bxxx X. Xxxxxxxxx shall not be terminated and liquidated in connection with the MergerAccess.

Employment and Other Arrangements. (a) Except for Parent will, as of and after the Effective Time, assume and honor all employment, severance, change in control, supplemental executive retirement and deferred compensation agreements or arrangements that FCB has with its current and former officers, directors and employees and which are set forth in Section 5.12(a) of EVBSFCB’s Disclosure Letter, SONA and their respective Subsidiaries with except to the extent (i) the affected individual agreements that provide for payment of severance under certain circumstances or employees of EVBS and its Subsidiaries covered by the EVBS Executive Severance Plan has consented to alternative treatment, (who will be paid severance only in accordance with ii) any such agreements or plan)arrangements shall be superseded on or after the Effective Time or (iii) any such agreements or arrangements shall have been amended, SONA and EVBS agree that each employee of EVBS, SONA and their respective Subsidiaries who is involuntarily terminated by EVBS or SONA, respectively, following superseded without Parent’s consent after the date of this Agreement hereof but before prior to the Effective Date, or by the Continuing Corporation or any of its Subsidiaries (other than for cause) on or within six (6) months following the Effective Date (the “Severance Coverage Period”) shall receive a severance payment equal to two weeks of base pay (at the rate in effect on the termination date) for each year of service at EVBS, SONA or their respective Subsidiaries, respectively, (with credit for partial years of service) with a maximum payment equal to twenty-six weeks of base pay. A former employee of EVBS, SONA or their respective Subsidiaries must execute a general release of claims before any severance payment shall be made pursuant to this Section 5.12(a), and all such releases of claims shall be in a form approved in writing in advance by SONA. After the expiration of the Severance Coverage Period, the foregoing severance benefit may be changed, replaced or discontinued in its entirety in the sole discretion of the Continuing Corporation or its SubsidiariesTime. (b) EVBS and SONA will establish a retention bonus pool that will be dedicated to certain of their nonForty-executive officer employees for purposes of retaining such employees five (45) days prior to and after the Effective DateTime, FCB shall provide Parent with an updated version of the calculations called for in Section 3.3(m)(xiv) of FCB’s Disclosure Letter. No more than twenty (20) days prior to the Effective Time, FCB shall take all steps necessary to terminate the agreements listed in Section 5.12(b) of FCB’s Disclosure Letter (collectively, the “Affected Agreements”) immediately preceding the Effective Time. Following the Effective Time, Parent shall pay or cause to be paid to each individual who was a party to an Affected Agreement (“Affected Employees”) the applicable amount set forth on Section 5.12(b) of FCB’s Disclosure Letter at the time or times specified therein, net of applicable tax withholdings; provided, however, that each such amount shall be reduced as necessary to ensure that the amount so paid (when aggregated with any other benefits or payments payable upon a change in control to the affected individual) will not constitute an “excess parachute payment” within the meaning of Section 280G of the Code, as determined by Parent’s outside accounting firm or such other accounting firm or third-party mutually acceptable to FCB and Parent. All documents issued, adopted or executed in connection with the participating employees implementation of this Section 5.12(b) shall be subject to Parent’s prior review and specific terms of such retention bonuses to approval, which shall not be determined by EVBS and SONAunreasonably withheld, conditioned or delayed. (c) EVBS hereby acknowledges that the Merger will result in a “change in control” of SONA or other event of similar import, within the meaning of the Change in Control Agreement by and between SONA and Gxxxxxx X. Xxxxxxx, the Change in Control Agreement by and between SONA and Rxx Xxxxxx, the Change in Control Agreement by and between SONA and Txxxxx Xxxxx, the Change in Control Agreement by and between SONA and Bxxx X. Xxxxxxxxx, the Supplemental Executive Retirement Plan by and between SONA and Gxxxxxx X. Xxxxxxx and the Supplemental Executive Retirement Plan by and between SONA and Rxx Xxxxxx (the “SONA Employment Arrangements”) will occur upon the Effective Date and SONA shall honor and comply with all obligations (including payment obligations) as set forth in the SONA Employment Arrangements. (d) SONA hereby acknowledges that the Merger will result in a “change in control” of EVBS or other event of similar import, within the meaning of the Amended and Restated Employment Agreement dated as of January 10, 2008, between EVBS and Jxxxx X. Xxxxxx, the Employment Agreement dated November 20, 2014 by and between EVBS and Mxxx X. Xxxxx, the restricted stock award agreements between EVBS and the individual recipients specified therein, and the EVBS Supplemental Executive Retirement Plan effective January 1, 2008, as amended November 20, 2014 (the “EVBS Employment Arrangements”) and the EVBS Executive Severance Plan, will occur upon the Effective Date and SONA shall assume, honor and comply with all obligations (including payment obligations) as set forth in the EVBS Employment Arrangements and EVBS Executive Severance Plan. With regard to the EVBS Executive Severance Plan, SONA agrees that such plan shall not be terminated for at least twelve (12) months following the Effective Date. For the avoidance of doubt, the Amended and Restated Employment Agreement dated as of January 10, 2008, between EVBS and Jxxxx X. Xxxxxx, the Employment Agreement dated November 20, 2014 by and between EVBS and Mxxx X. Xxxxx, and the EVBS Supplemental Executive Retirement Plan effective January 1, 2008, as amended November 20, 2014 shall not be terminated and liquidated in connection with the Merger. (e) Prior to the Effective DateTime, SONA FCB shall have taken all actions necessary obtained a general release from each Affected Employee associated with such individual’s respective employment prior to irrevocably terminate the Effective Time and liquidate (confirming that the receipt of the payment to be made to such Affected Employee in accordance with Section 409A 5.12(b) constitutes full satisfaction of all amounts due and owing to such recipient under the Code or an exemption therefrom) the Change in Control Agreement by and between SONA and Gxxxxxx X. Xxxxxxx, the Change in Control Agreement by and between SONA and Rxx Xxxxxx and the Change in Control Agreement by and between SONA and Txxxxx Xxxxx (each, a “SONA CIC Affected Agreement”), subject to the effectiveness of a general . Such release of claims as of the Effective Date in favor of the Continuing Company and its related entities shall be in a form reasonably acceptable to EVBS, and in each case in exchange for payment to Mx. Xxxxxxx, Mx. Xxxxxx and Mx. Xxxxx, respectively, of an amount representing the cash severance that would have been due him or her pursuant to his or her respective SONA CIC Agreement, determined as if Mx. Xxxxxxx, Mx. Xxxxxx and Mx. Xxxxx, respectively, had been terminated in a Qualifying Termination (as defined in the SONA CIC Agreement), and in each case contingent on the closing of the transactions contemplated by this Agreement. For the avoidance of doubt, the Change in Control Agreement by and between SONA and Bxxx X. Xxxxxxxxx shall not be terminated and liquidated in connection with the MergerParent.

Employment and Other Arrangements. (a) Except for employees of EVBS, SONA Middleburg and their respective its Subsidiaries with individual agreements that provide for payment of severance under certain circumstances or employees of EVBS and its Subsidiaries covered by the EVBS Executive Severance Plan (who will be paid severance only in accordance with such agreements or planagreements), SONA and EVBS agree Access agrees that each employee of EVBS, SONA Middleburg and their respective its Subsidiaries who is involuntarily terminated by EVBS or SONA, respectively, following the date of this Agreement but before the Effective Date, or by the Continuing Corporation Access or any of its Subsidiaries (other than for cause) on or within six (6) months following of the Effective Date (the “Severance Coverage Period”) shall receive a severance payment equal to two weeks of base pay (at the rate in effect on the termination date) for each year of service at EVBS, SONA Middleburg or their respective Subsidiaries, respectively, its Subsidiaries (with credit for partial years of service) with a maximum payment equal to twenty-six weeks of base pay. A former employee of EVBS, SONA Middleburg or their respective its Subsidiaries must execute a general release of claims before any severance payment shall be made pursuant to this Section 5.12(a), and all such releases of claims shall be in a form approved in writing in advance by SONA. After the expiration of the Severance Coverage Period, the foregoing severance benefit may be changed, replaced or discontinued in its entirety in the sole discretion of the Continuing Corporation or its SubsidiariesAccess. (b) EVBS Middleburg and SONA Access will establish a retention bonus pool that will be dedicated to certain of their non-executive officer employees for purposes of retaining such employees prior to and after the Effective Date, with the participating employees and specific terms of such retention bonuses to be determined by EVBS Middleburg and SONAAccess. (c) EVBS hereby acknowledges Within thirty (30) days prior to the Effective Date, Middleburg shall take all steps necessary to terminate the employment agreements listed on Section 5.12(c) of the Disclosure Letter of Middleburg (collectively, the “Affected Agreements”) immediately preceding the Effective Date. On the ninetieth day after the Effective Date, Access shall pay in a lump sum, net of applicable tax withholdings, (A) to Messrs. Shook, Xxxxxx and Mehra, the cash amount described in Section 7(h)(i) of the Affected Agreements and (B) to Xx. Xxxxxxx, the amounts described in Section 7(d)(1) of the Affected Agreement; provided, however, that such cash amount shall be reduced as necessary to insure that the Merger amount so paid (when aggregated with any other benefits or payments payable upon a change of control to the affected executive) will result in a not constitute an “change in controlexcess parachute payment” of SONA or other event of similar import, within the meaning of Section 280G of the Change Code, as determined by Access’s outside accounting firm, in Control Agreement by and between SONA and Gxxxxxx X. Xxxxxxx, the Change in Control Agreement by and between SONA and Rxx Xxxxxx, the Change in Control Agreement by and between SONA and Txxxxx Xxxxx, the Change in Control Agreement by and between SONA and Bxxx X. Xxxxxxxxx, the Supplemental Executive Retirement Plan by and between SONA and Gxxxxxx X. consultation with Xxxxxxxx Xxxxxxx and counsel to the Supplemental Executive Retirement Plan by affected executive. All documents issued, adopted or executed in connection with the implementation of this Section 5.12(c) shall be subject to Access’s prior review and between SONA and Rxx Xxxxxx (the “SONA Employment Arrangements”) will occur upon the Effective Date and SONA approval, which shall honor and comply with all obligations (including payment obligations) as set forth in the SONA Employment Arrangementsnot be unreasonably withheld, conditioned or delayed. (d) SONA hereby acknowledges that the Merger will result in a “change in control” of EVBS or other event of similar import, within the meaning of the Amended and Restated Employment Agreement dated as of January 10, 2008, between EVBS and Jxxxx X. Xxxxxx, the Employment Agreement dated November 20, 2014 by and between EVBS and Mxxx X. Xxxxx, the restricted stock award agreements between EVBS and the individual recipients specified therein, and the EVBS Supplemental Executive Retirement Plan effective January 1, 2008, as amended November 20, 2014 (the “EVBS Employment Arrangements”) and the EVBS Executive Severance Plan, will occur upon the Effective Date and SONA shall assume, honor and comply with all obligations (including payment obligations) as set forth in the EVBS Employment Arrangements and EVBS Executive Severance Plan. With regard to the EVBS Executive Severance Plan, SONA agrees that such plan shall not be terminated for at least twelve (12) months following the Effective Date. For the avoidance of doubt, the Amended and Restated Employment Agreement dated as of January 10, 2008, between EVBS and Jxxxx X. Xxxxxx, the Employment Agreement dated November 20, 2014 by and between EVBS and Mxxx X. Xxxxx, and the EVBS Supplemental Executive Retirement Plan effective January 1, 2008, as amended November 20, 2014 shall not be terminated and liquidated in connection with the Merger. (e) Prior to the Effective Date, SONA Middleburg shall have taken take all actions steps necessary to irrevocably terminate and liquidate obtain (in accordance with Section 409A of the Code or an exemption therefromi) the Change in Control Agreement by and between SONA and Gxxxxxx X. Xxxxxxx, the Change in Control Agreement by and between SONA and Rxx Xxxxxx and the Change in Control Agreement by and between SONA and Txxxxx Xxxxx (each, a “SONA CIC Agreement”), subject to the effectiveness of a general release of claims as from each of the Effective Date individuals listed in favor Section 5.12(d)(i) of the Continuing Company Disclosure Letter of Middleburg associated with each individual’s respective employment prior to the Effective Date, and its related entities (ii) a separation, noncompetition and nonsolicitation agreement from the individual listed in Section 5.12(d)(ii) of the Disclosure Letter of Middleburg associated with such individual’s termination of employment. Such agreements shall be in a form reasonably acceptable to EVBS, and in each case in exchange for payment to Mx. Xxxxxxx, Mx. Xxxxxx and Mx. Xxxxx, respectively, of an amount representing the cash severance that would have been due him or her pursuant to his or her respective SONA CIC Agreement, determined as if Mx. Xxxxxxx, Mx. Xxxxxx and Mx. Xxxxx, respectively, had been terminated in a Qualifying Termination (as defined in the SONA CIC Agreement), and in each case contingent on the closing of the transactions contemplated by this Agreement. For the avoidance of doubt, the Change in Control Agreement by and between SONA and Bxxx X. Xxxxxxxxx shall not be terminated and liquidated in connection with the MergerAccess.