Exhibit 10.1
SEPARATION AND GENERAL RELEASE AGREEMENT
This SEPARATION AND GENERAL RELEASE AGREEMENT (the “Agreement”) is
entered into and effective as of May 9, 2022 (the “Effective Date”), by and between Nicholas Financial, Inc. (the “Company”), and Douglas Marohn (“Executive”). Company and Executive are sometimes hereinafter referred to individually as a “Party” and together as the “Parties.”
WHEREAS, Executive has served as the President and Chief Executive Officer of the Company since December 2017;
WHEREAS, Executive is currently employed by the Company as its President and Chief Executive Officer pursuant to an Employment Agreement effective as of July 8, 2020 (the “Employment Agreement”);
WHEREAS, Executive has communicated to the Board of Directors his decision to resign from his positions as a director, officer, and employee, of the Company, effective as of May 9, 2022; and
WHEREAS, Executive and Company wish to resolve all matters related to the cessation of Executive’s employment with Company on the terms and conditions expressed in this Agreement;
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
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executors, administrators, attorneys, agents, representatives and assigns, does hereby release, absolve and discharge the Company and its predecessors, parents, subsidiaries, and any affiliates, and the respective officers, directors, trustees, owners, shareholders, employees, insurers, benefit plans, attorneys, agents, and representatives, past and present, (collectively referred to as the “Released Parties”) from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, wages, vacation or PTO payments, severance payments, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of whatever kind or nature in state or federal law, equity or otherwise, whether presently known or unknown to Executive (collectively, the “Claims”), which Executive now owns or holds or has at any time owned or held as against the Released Parties, or any of them, including specifically but not exclusively and without limiting the generality of the foregoing, any and all Claims known or unknown, suspected or unsuspected: (1) arising out of Executive’s employment with the Company, Executive’s Employment Agreement, resignation of Executive’s positions as described in Section 1, or the cessation of Executive’s employment and/or other service with Company or (2) arising out of or in any way connected with any claim, loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Released Parties committed or omitted on or before the date this Agreement is executed by Executive.
For the avoidance of doubt, this Release does not prohibit Executive from bringing any claims based on the future conduct of any Released Party after the Effective Date of this Agreement.
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Executive further acknowledges and understands that Executive may revoke this Agreement within seven (7) days after its execution by Executive by sending a written letter of revocation post-marked no later than seven (7) days after Executive’s execution of this Agreement via email to:
Jeff Royal Chairman of the Board
jroyal@dundeebanking.com
Executive further acknowledges and understands that this Agreement is not effective or enforceable until the revocation period has expired and that Executive shall not receive or be entitled to any payment or benefit hereunder until after the expiration of the revocation period, provided that Executive has not revoked the Agreement during such period.
The “Effective Date” of this Agreement is the eighth (8th) day following execution hereof by Executive , provided that Executive has not revoked this Agreement prior to the expiration of the revocation period described herein.
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connection with any Commission or other agency proceeding concerning matters covered by this Agreement. Further, nothing in this Agreement shall be construed as to prohibit Executive from filing an action to enforce his rights under this Agreement.
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registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Company representatives, its counsel, or other designees at mutually convenient and reasonable times and places with respect to any items within the scope of this provision; (ii) to provide truthful testimony regarding same to any court, agency, or other adjudicatory body; and (iii) to provide Company with notice of contact by any adverse party or such adverse party’s representative, except as may be required by law. The Company will reimburse Executive for all reasonable, necessary, and documented expenses he incurs in complying with this Section.
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forums, make any statement or release any information about the Company which encourages others to make any statements or provide any information designed to embarrass, disparage or criticize the Company including, without limitation, the Company and its products, services, research, subsidiaries and/or affiliated or Related Entities, officers, directors, attorneys, and employees. Nothing in this Agreement prohibits Executive from truthfully reporting violations of federal or state law or regulations to any regulatory, administrative or law enforcement agency, making other disclosures that are protected under any applicable federal or state law or regulation, or providing testimony or information in response to a subpoena or discovery request. Executive agrees that this is a material term to this Agreement.
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[signature page follows]
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PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS BEEN ADVISED THAT THIS RELEASE IS A BINDING AND LEGAL DOCUMENT. EXECUTIVE FURTHER AGREES THAT HE HAS HAD, AND IN CONSULTANTION WITH COUNSEL, HAS ELECTED TO WAIVE A RIGHT TO A TWENTY-ONE (21) DAY PERIOD TO REVIEW THE PROVISIONS OF THIS RELEASE, AND THAT IN EXECUTING THIS RELEASE EXECUTIVE HAS ACTED VOLUNTARILY AND HAS NOT RELIED UPON ANY REPRESENTATION MADE BY COMPANY OR ANY OF ITS EXECUTIVES OR REPRESENTATIVES REGARDING THIS RELEASE’S SUBJECT MATTER AND/OR EFFECT. EXECUTIVE HAS READ AND FULLY UNDERSTANDS THIS RELEASE AND VOLUNTARILY AGREES TO ITS TERMS.
IN WITNESS WHEREOF, the Parties hereto have executed this Separation and Release Agreement as of the date written below.
Date: May 9, 2022 /s/ Douglas Marohn
Douglas Marohn
Date: May 10, 2022 NICHOLAS FINANCIAL, INC.,
By:_/s/ Jeffrey C. Royal
Name: Jeffrey C. Royal
Title: Chairman of the Board of Directors
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