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Item 5.02
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Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Amendment to Employment Agreements
On April 18, 2019,
Southern National Bancorp of Virginia, Inc. (the “Company”) entered into an amendment to the employment agreements
with each of Georgia S. Derrico, Executive Chairman, and R. Roderick Porter, Executive Vice Chairman. The amendment extends the
term of each employment agreement to December 31, 2019, and also provides that the executive will be a participant in the Southern
National Bancorp of Virginia, Inc. Executive Severance Plan (the “Severance Plan”), and, in the event of the executive’s
qualifying termination under the Severance Plan, the executive will be eligible to receive severance benefits pursuant to the Severance
Plan, subject to the terms and conditions thereof, in lieu of any severance benefits under the employment agreement. A description
of the material terms of the Severance Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A (File
No. 001-33037) as filed with the Securities and Exchange Commission on April 22, 2019.
The foregoing summary
of the amendment to the employment agreements is qualified in its entirety by reference to the amendments which are filed herewith
as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.
Adoption of 2018 Supplemental Executive Retirement Agreements
On April 2, 2018, Sonabank,
the wholly-owned subsidiary of the Company, entered into a supplemental executive retirement plan (“2018 SERP”) with
each of Georgia S. Derrico, R. Roderick Porter and Joe A. Shearin, the terms of which are described below, which are intended to
supplement the prior supplemental executive retirement agreements with each of Ms. Derrico and Messrs. Porter and Shearin.
The normal retirement
date is July 3, 2022, in the case of Mr. Shearin, and April 1, 2020, in the case of Ms. Derrico and Mr. Porter (in each case, the
“Normal Retirement Date”). The normal retirement benefit is (i) in the case of Mr. Shearin, an annual benefit payment
of $134,406 payable for 15 years beginning on the 1st day of the 7th month following the later of the Normal Retirement Date or
his separation from service; (ii) in the case of Ms. Derrico (A) an annual benefit payment of $55,112 payable for 15 years beginning
on the 1st day of the 7th month following the Normal Retirement Date, plus (B) an annual benefit payment of $213,582 payable for
5 years beginning on April 1, 2030; and (iii) in the case of Mr. Porter (A) an annual benefit payment of $28,854 payable for 15
years beginning on the 1st day of the 7th month following the Normal Retirement Date plus (B) an annual benefit payment of $153,964
payable for 5 years beginning on April 1, 2030 (in each case, the “Normal Retirement Benefit”).
If the executive separates
from service, dies or becomes disabled prior to the Normal Retirement Date, then the executive (or his or her beneficiaries, as
applicable) will be entitled to receive the accrued benefit under the 2018 SERP. If a change in control occurs prior to the Normal
Retirement Date and prior to the executive’s death, disability or separation from service, then the executive will become
100% vested in the Normal Retirement Benefit with payments beginning on the first day of the second month following the month in
which the executive attains Normal Retirement Date or dies, whichever is first to occur. If Mr. Shearin separates from service
within 24 months following a change in control, then payment of his Normal Retirement Benefit will commence on the first day of
the second month following his separation from service (or the first day of the seventh month following his separation, if he is
a specified employee) and will be made over a period of 5 years (instead of 15 years). If Mr. Porter or Ms. Derrico separate
from service within 24 months following a change in control, then payment of his or her Normal Retirement Benefit will commence
on the first day of the second month following the separation from service (or the first day of the seventh month following separation,
if he or she is a specified employee).
The foregoing summary
of the 2018 SERPs is qualified in its entirety by reference to the 2018 SERPs which are filed herewith as Exhibits 10.3, 10.4 and
10.5 and incorporated herein by reference.