SUPPLEMENTAL EXECUTIVE RETIREMENT PLANSupplemental Executive Retirement Plan • April 24th, 2019 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
THIS AGREEMENT, is made and entered into effective as of the 2nd day of April 2018 by and between Sonabank, a banking corporation organized and existing under the laws of the State of Virginia, hereinafter referred to as the "Plan Sponsor", and Joe Shearin, hereinafter referred to as the "Participant".
AMENDED AND RESTATED Employment AGREEMENTEmployment Agreement • October 4th, 2019 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
This AMENDED AND RESTATED EMPLOYMENT Agreement (this “Agreement”) is made and entered into this 2nd day of October, 2019 by and between Southern National Bancorp of Virginia, Inc. (“Company”), and Georgia S. Derrico (“Executive”), to be effective as of the Effective Date (as defined below).
AFFILIATE AGREEMENT OF EASTERN VIRGINIA BANKSHARES, INC.Affiliate Agreement • December 14th, 2016 • Southern National Bancorp of Virginia Inc • State commercial banks
THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of December 13, 2016, is by and among SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (“SONA”), EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (“EVBS”), and the undersigned shareholder of EVBS (the “Shareholder”). All terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).
ContractExecutive Employment Agreement • March 14th, 2022 • Primis Financial Corp. • State commercial banks • Virginia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 16th day of June, 2021, by and among PRIMIS FINANCIAL CORPORATION, a Virginia corporation (the "Bancorp"), PRIMIS, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), and TYLER STAFFORD ("Executive").
CHANGE-IN-CONTROL SEVERANCE AGREEMENTChange-in-Control Severance Agreement • August 8th, 2019 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
This CHANGE-IN-CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into this 24th day of March, 2019 by and by and between (i) Southern National Bancorp of Virginia, Inc. (the “Company”) and Sonabank (the “Bank”) (collectively, the Company and the Bank shall be referred to as the “Employer”), and George Cody Sheflett (“Employee”), to be effective as of March 1, 2019 (the “Effective Date”).
EASTERN VIRGINIA BANKSHARES, INC. STOCK INCENTIVE PLANSouthern National Bancorp of Virginia Inc • June 26th, 2017 • State commercial banks
EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2017 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of this 23rd day of June, 2017, is made by and between (i) Southern National Bancorp of Virginia, Inc. (“Company”) and Sonabank (the “Bank”) (collectively, the “Employer”) and (ii) Joe A. Shearin (the “Executive”).
One Atlantic CenterSouthern National Bancorp of Virginia Inc • May 8th, 2017 • State commercial banks
You have requested our opinion regarding certain U.S. federal income tax consequences of the merger contemplated by the Agreement and Plan of Merger, dated as of December 13, 2016, and as amended effective March 8, 2017 and April 5, 2017 (as amended, the “Agreement”), between Eastern Virginia Bankshares, Inc., a Virginia corporation (“Company”) and Southern National Bancorp of Virginia, Inc., a Virginia corporation (“Acquiror”), pursuant to which, on the terms and conditions set forth therein, Company will merge with and into Acquiror, in accordance with the applicable provisions of the Virginia Stock Corporation Act (the “Merger”). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
ContractExecutive Employment Agreement • March 15th, 2023 • Primis Financial Corp. • State commercial banks • Virginia
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered as of the 20th day of December, 2022, by and among PRIMIS FINANCIAL CORPORATION, a Virginia corporation (the “Bancorp”), PRIMIS BANK, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the “Bank”; the Bancorp and the Bank are collectively referred to herein as the “Employer”), and DENNIS J. ZEMBER, JR. (“Executive”).
Amendment No. 2 to AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 5th, 2017 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) is made as of April 5, 2017 between SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (“SONA”), and EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (“EVBS”). Each of SONA and EVBS is sometimes referred to herein as a “Party” and collectively as the “Parties.”
1,786,000 Shares1 Southern National Bancorp of Virginia, Inc. Common Stock ($0.01 Par Value) Form of UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2006 • Southern National Bancorp of Virginia Inc • State commercial banks • New York
Southern National Bancorp of Virginia, Inc., a Virginia corporation (the “Company”), and the bank holding company for Sonabank, N.A., a national banking association (the “Bank”), hereby confirm their agreement with FIG Partners L.L.C. (“FIG” or the “Underwriter”) for FIG to serve as the Underwriter to assist the Company in the sale, on a best-efforts basis, of up to 1,786,000 shares (the “Base Level Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in the initial public offering (the “Offering”). The Base Level Shares to be sold by the Company shall include up to shares of Common Stock reserved for issuance to individuals identified by the Company (the “Affiliate Shares”) on Schedule I hereto. The Company also proposes to sell up to 214,000 additional shares of Common Stock (the “Oversubscription Shares” and, together with the Base Level Shares, the “Shares”) if the Offering is oversubscribed.
STOCK PURCHASE AGREEMENT by and among COMMUNITY FIRST BANK, INC., SEATRUST MORTGAGE COMPANYStock Purchase Agreement • June 1st, 2022 • Primis Financial Corp. • State commercial banks • North Carolina
This Stock Purchase Agreement is made and entered into this 28th day of April, 2022 (this “Agreement”) by and among Community First Bank, Inc., a South Carolina state-chartered bank (“Seller”), SeaTrust Mortgage Company, a North Carolina corporation (“Company”), and Primis Bank, a Virginia state-chartered bank (“Buyer”).
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • January 24th, 2017 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of January 20, 2017 (this “Agreement”), is by and among Southern National Bancorp of Virginia, Inc., a Virginia corporation (the “Company”), and each purchaser named on Schedule A (each, a “Purchaser,” and together, “Purchasers”).
VOTING AGREEMENT AND ELECTION OF CONSIDERATIONVoting Agreement • December 14th, 2016 • Southern National Bancorp of Virginia Inc • State commercial banks
THIS VOTING AGREEMENT AND ELECTION OF CONSIDERATION (the “Agreement”), dated as of December 13, 2016, is by and among SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (“SONA”), EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (“EVBS”), and [NAME] (the “Shareholder”). All terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).
AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 15th, 2024 • Primis Financial Corp. • State commercial banks
This Amendment (“Amendment”) to the Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”), dated as of September 1, 2021, by and between Dennis J. Zember, Jr. (“Grantee”) and Primis Financial Corp. (the “Company”) is effective as of October 26, 2023 (the “Effective Date”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION RECEIVER OF HARVEST BANK OF MARYLAND, GAITHERSBURG, MARYLAND FEDERAL DEPOSIT INSURANCE CORPORATION and SONABANK DATED AS OF April 27, 2012Purchase and Assumption Agreement • May 3rd, 2012 • Southern National Bancorp of Virginia Inc • State commercial banks
THIS AGREEMENT, made and entered into as of the 27th day of April, 2012, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of HARVEST BANK OF MARYLAND, GAITHERSBURG, MARYLAND (the “Receiver”), SONABANK, organized under the laws of the State of Virginia, and having its principal place of business in McLean, Virginia (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
AGREEMENT TO TERMINATE CHANGE IN CONTROL AGREEMENTAgreement to Terminate Change in Control Agreement • June 26th, 2017 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
This Termination Agreement (this “Agreement”), is hereby entered into between Southern National Bancorp of Virginia, INC., a Virginia corporation (“SONA”), Sonabank, a national bank and wholly-owned subsidiary of SONA (“Sonabank”) and THOMAS BAKER (“Executive”).
agreement and plan of MERGER between southern national bancorp of virginia, inc. and eastern virginia bankshares, inc.Agreement and Plan of Merger • December 14th, 2016 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 13, 2016, between SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (“SONA”), and EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (“EVBS”).
FORM OF SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 29th, 2009 • Southern National Bancorp of Virginia Inc • State commercial banks
AN INCENTIVE STOCK OPTION (“Option”) to purchase a total of shares of the common stock, par value $0.01 per share (“Common Stock”), of Southern National Bancorp of Virginia Inc., McLean, Virginia (the “Corporation”), is hereby granted (the “Optionee”) pursuant to the 2004 Stock Option Plan (“Plan”) of the Corporation. The Option granted hereby is subject to all the terms and conditions of the Plan and this Agreement. The Plan is incorporated by reference herein. Defined terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan. The term “Corporation” shall include the Corporation and any subsidiary corporation (as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended).
VIRGINIA BANKERS ASSOCIATION MASTER DEFINED CONTRIBUTION PLAN (October, 2007) PROFIT SHARING PLAN ADOPTION AGREEMENT (Number 001)Master Defined Contribution Plan • July 1st, 2013 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
The form of this Master Defined Contribution Plan and its related Trust have been designed to comply with the requirements of the Internal Revenue Code, as amended through the Economic Growth and Tax Relief Reconciliation Act of 2001, the Job Creation and Worker Assistance Act of 2002 and the regulations and guidance published by the Internal Revenue Service effective after December 31, 2001 and reflected in 2004 Cumulative List of Changes in Plan Qualification Requirements (IRS Notice 2004-84). This Plan has been submitted to the Internal Revenue Service for approval as to form for use by Employer members of the Virginia Bankers Association as a qualified retirement plan under Section 401 of the Internal Revenue Code. A letter of acceptability from the Internal Revenue Service has been issued by the Internal Revenue Service.
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF GREATER ATLANTIC BANK, RESTON, VA FEDERAL DEPOSIT INSURANCE CORPORATION and SONABANK DATED AS OF 4 December 2009Purchase and Assumption Agreement • December 10th, 2009 • Southern National Bancorp of Virginia Inc • State commercial banks • New York
THIS AGREEMENT, made and entered into as of the 4th day of December, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of GREATER ATLANTIC BANK, RESTON, VA (the “Receiver”), SONABANK, and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
SHAREHOLDER AGREEMENTShareholder Agreement • August 4th, 2006 • Southern National Bancorp of Virginia Inc • Virginia
SHAREHOLDER AGREEMENT (the “Agreement”), dated as of July 10, 2006, by and between the undersigned, a shareholder (“Shareholder”) of 1st Service Bank, a federally-chartered savings bank (“1st Service”), and Southern National Bancorp of Virginia, Inc., a Virginia corporation (“SNBV”). All terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).
Amendment No. 1 to AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 9th, 2017 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) is made as of March 8, 2017 between SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (“SONA”), and EASTERN VIRGINIA BANKSHARES, INC., a Virginia corporation (“EVBS”). Each of SONA and EVBS is sometimes referred to herein as a “Party” and collectively as the “Parties.”
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 8th, 2020 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
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.”
SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 4th, 2010 • Southern National Bancorp of Virginia Inc • State commercial banks
AN INCENTIVE STOCK OPTION (“Option”) to purchase a total of shares of the common stock, par value $0.01 per share (“Common Stock”), of Southern National Bancorp of Virginia, Inc., McLean, Virginia (the “Corporation”), is hereby granted to (the “Optionee”) pursuant to the Southern National Bancorp of Virginia, Inc. 2010 Stock Awards and Incentive Plan (“Plan”). The Option granted hereby is subject to all the terms and conditions of the Plan and this Agreement. The Plan is incorporated by reference herein. Defined terms, unless otherwise defined herein, shall have the same meaning as set forth in the Plan. The term “Corporation” shall include the Corporation and any subsidiary corporation (as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (“Code”)).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 24th, 2019 • Southern National Bancorp of Virginia Inc • State commercial banks
THIS AMENDMENT (“Amendment”) to the Employment Agreement dated as of June 23, 2017 (the “Employment Agreement”) by and between Southern National Bancorp of Virginia, Inc. (the “Company) and R. Roderick Porter (the “Executive”), shall be effective as of the 18th day of April, 2019.
PURCHASE AND ASSUMPTION AGREEMENT FOR THE PRIMIS LIFE LENDING BUSINESS by and between EVERBANK, NATIONAL ASSOCIATION and PRIMIS BANK Date October 24, 2024Purchase and Assumption Agreement • November 6th, 2024 • Primis Financial Corp. • State commercial banks • Delaware
This Purchase and Assumption Agreement (this “Agreement”) is made and entered into as of October 24, 2024, by and between EverBank, National Association, a national banking association (“Buyer”), and Primis Bank, a Virginia state-chartered bank (“Seller”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 24th, 2019 • Southern National Bancorp of Virginia Inc • State commercial banks
THIS AMENDMENT (“Amendment”) to the Employment Agreement dated as of June 23, 2017 (the “Employment Agreement”) by and between Southern National Bancorp of Virginia, Inc. (the “Company) and Georgia S. Derrico (the “Executive”), shall be effective as of the 18th day of April, 2019.
SEPARATION AGREEMENTSeparation Agreement • May 8th, 2020 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
THIS SEPARATION AGREEMENT (this “Agreement”) is entered into as of the Effective Date, as defined in Section 6 hereof, by and between Southern National Bancorp of Virginia, Inc. (the “Company”) and Mr. R. Roderick Porter (“Employee”). Together, the Company and Employee may be referred to hereinafter as the “Parties.”
AGREEMENT TO TERMINATE CHANGE IN CONTROL AGREEMENTAgreement to Terminate Change in Control Agreement • June 26th, 2017 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
This Termination Agreement (this “Agreement”), is hereby entered into between Southern National Bancorp of Virginia, INC., a Virginia corporation (“SONA”), Sonabank, a national bank and wholly-owned subsidiary of SONA (“Sonabank”) and Georgia S. Derrico (“Executive”).
SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 4th, 2006 • Southern National Bancorp of Virginia Inc • Virginia
THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made and entered into by and between Southern National Bancorp of Virginia, Inc., a Virginia corporation (the “Company”), and Sonabank, National Association, a national bank and the wholly-owned subsidiary of the Company (“Sonabank”) on the one hand, and Georgia S. Derrico (“Executive”) on the other hand, as of August , 2006 (the “Effective Date”). Each of the Company, Sonabank and Executive is a “Party” to this Agreement, and, together, they are the “Parties” hereto.
SEPARATION AGREEMENTSeparation Agreement • May 8th, 2020 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
THIS SEPARATION AGREEMENT (this “Agreement”) is entered into as of the Effective Date, as defined in Section 6 hereof, by and between Southern National Bancorp of Virginia, Inc. (the “Company”) and Ms. Georgia S. Derrico (“Employee”). Together, the Company and Employee may be referred to hereinafter as the “Parties.”
Employment AGREEMENTEmployment Agreement • October 31st, 2018 • Southern National Bancorp of Virginia Inc • State commercial banks • Virginia
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 29th day of October, 2018 by and by and between (i) Southern National Bancorp of Virginia, Inc. (“Company”) and Sonabank (the “Bank”) (collectively, the Company and the Bank shall be referred to as the “Employer”), and Jeffrey H. Culver (“Executive”), to be effective as of the Effective Date (as defined below).
ContractExecutive Employment Agreement • October 4th, 2024 • Primis Financial Corp. • State commercial banks • Virginia
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered as of the 20th day of December, 2022, by and among PRIMIS FINANCIAL CORPORATION, a Virginia corporation (the “Bancorp”), PRIMIS BANK, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the “Bank”; the Bancorp and the Bank are collectively referred to herein as the “Employer”), and DENNIS J. ZEMBER, JR. (“Executive”).
CHANGE-IN-CONTROL SEVERANCE AGREEMENTControl Severance Agreement • May 10th, 2021 • Primis Financial Corp. • State commercial banks • Virginia
This CHANGE-IN-CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into this 1st day of June, 2020 by and by and between (i) Southern National Bancorp of Virginia, Inc. (the “Company”) and Sonabank (the “Bank”) (collectively, the Company and the Bank shall be referred to as the “Employer”), and Mike Tyler (“Employee”), to be effective as of June 1, 2020 (the “Effective Date”).
