The Bancorp 提交8-K/A，披露商业银行贷款主管Jeffrey Nager离职的250万美元遣散协议条款

----- ex10-1.htm -----
EX-10.1
2
ex10-1.htm
EXHIBIT 10.1
Exhibit 10.1
* Certain personally identifiable
information has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K. [***] indicates that information has
been redacted.
409 Silverside Road, Suite
105
Wilmington, DE
19809
CONFIDENTIAL TO THE EXTENT SET FORTH
HEREIN
October 1, 2026
Jeffrey Nager
[***]
[***]
RE: Severance and General Release
Agreement
Dear
Jeffrey,
The Bancorp Bank, N.A. (the “
Company
”)
has communicated to you that it is restructuring certain business and support functions to align with strategic priorities. Unfortunately,
your position is being eliminated as part of this restructuring. We are interested in resolving cooperatively your separation of employment
with the Company, effective October 1, 2026. Toward this end, we are offering you the following Agreement, which includes a General Release
(the “
Agreement
”).
The terms and conditions set
forth in Paragraph 1 below will apply regardless of whether you decide to sign this Agreement. However, you will not be eligible to receive
the severance benefits set forth in Paragraph 2 below unless you sign and timely return this Agreement to me, and do not revoke this Agreement.
This Agreement is an important legal document. I encourage you to read it carefully and make certain that you understand and agree with
it before you sign it.
You have forty-five (45) days
from the date you receive this Agreement to consider whether to sign it. Because this is a legal document, you are encouraged to review
the proposed Agreement with your attorney.
1.
General Terms of Termination
. As noted above, whether or not you sign
this
Agreement:
(a)
Salary and Benefits
. Your last day of employment
will be October 1, 2026 (the “
Termination Date
”). You will be paid for all time worked and receive all benefits to
which you are entitled through and including your Termination Date, including accrued but unused PTO days. Your eligibility to participate
in Company-sponsored group health coverage, including medical and dental insurance coverage, as an employee of the Company will end effective
October 31, 2026. However, you will be eligible to continue to participate in this health coverage, at your sole expense, in accordance
with a federal law called the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), subject to COBRA’s terms, conditions
and
restrictions. Further information
on your obligations and rights under COBRA will be provided under separate cover. Your eligibility to participate in all other Company-sponsored
group benefits including group life, disability and accidental death and dismemberment coverage will end effective October 1, 2026, unless
the applicable plan document provides for a different result.
(b)
Equity Incentive and Bonus
. You will not receive
any equity incentive award under The Bancorp, Inc.’s equity incentive plans, and you will not receive any discretionary or other
annual bonus, in connection with your service to the Company in 2026.
(c)
Continuing Obligations
. You are required
to comply with Paragraphs 6 and 7
below.
2.
Severance
Benefits
.
(a)
Severance
. After the termination of your
employment with the Company, you will be paid severance, provided you sign and comply with all the terms and conditions of this Agreement.
You and the Company acknowledge that the total severance payment is the gross amount of Two Million Five Hundred Thousand Dollars and
Zero Cents ($2,500,000.00) (the “
Severance Payment
”), less all applicable federal, state, and local taxes and other
designated or required withholdings. This payment will be made within thirty (30) days of the Effective Date of this Agreement, provided
that you have not breached any terms or conditions of this Agreement.
(b)
Outplacement Services
. You are eligible for
approved outplacement services provided through a third-party vendor selected by the Company. This benefit will be available to you for
up to six (6) months following your Termination Date.
3.
General
Release
.
(a)
Release
. In exchange for the severance benefits
described in Paragraph 2, you release and forever discharge, to the maximum extent permitted by law, the Company and each of the other
individuals or entities (collectively, the “
Releasees
” (as defined below)), from any and all claims, causes of action,
complaints, lawsuits, or liabilities of any kind (collectively, “
Claims
”) as described below which you, your heirs,
agents, administrators, or executors have or may have against the Company or any of the other Releasees (the “
General Release
”).
This General Release extends to all Claims arising out of or relating to any conduct, matter, statement, event, or omission existing or
occurring before you sign this Agreement, to the fullest extent permitted by law, including but not limited to the following:
2
(i)
any Claims having anything to do with your employment
with the Company and/or any of its parent, subsidiary, related and/or affiliated companies and/or divisions;
(ii)
any Claims having anything to do with the termination of your
employment;
(iii)
any Claims for unpaid or withheld wages, severance,
benefits, bonuses, commissions, and/or other compensation of any kind;
(iv)
any Claims for reimbursement of expenses of any
kind;
(v)
any Claims for attorneys’ fees or
costs;
(vi)
any Claims under the Employee Retirement Income Security
Act;
(vii)
any Claims arising under any federal, state, or local
statutes, laws, or regulations, including, without limitation, Claims of discrimination and/or harassment based on age, sex, pregnancy,
race, religion, color, creed, disability, handicap, failure to accommodate, citizenship, marital status, national origin, ancestry, sexual
orientation, gender identity, genetic information or any other factor protected by federal, state or local law as enacted or amended such
as Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, 29 U.S.C. § 621
et seq.
, the Civil
Rights Act of 1866, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Equal Pay Act, the Worker Adjustment and Retraining
Notification Act, the Genetic Information Non-Discrimination Act, the Whistleblower Protection Act, the Uniformed Services Employment
and Reemployment Rights Act, the Occupational Safety and Health Act, and any other equivalent federal, state or local statutes, laws,
or regulations, and any Claims for retaliation under any of the foregoing or other laws;
(viii)
any Claims regarding leaves of absence including,
but not limited to, any Claims under the Family and Medical Leave Act;
(ix)
any Claims for retaliatory and/or wrongful
discharge;
(x)
any Claims arising under the Immigration Reform and Control
Act;
(xi)
any Claims under the National Labor Relations
Act;
(xii)
any Claims under the Sarbanes-Oxley Act and/or Dodd-Frank
Act;
(xiii)
any Claims for violation of public
policy;
(xiv)
any Claims in tort, including claims for emotional distress,
invasion of privacy, negligence or pain and suffering; and/or
3
(xv)
any other federal, state or local statutory, regulatory,
common law or other Claims of any kind, including, but not limited to, Claims for breach of contract, breach of the implied covenant of
good faith and fair dealing, defamation, libel, slander, fraud, wrongful discharge, promissory estoppel, equitable estoppel, and/or misrepresentation.
(b)
Releasees
. The term “Releasees”
includes the Company and any parent, subsidiary, related or affiliated companies and divisions of the Company, and each of their past
and present employees, officers, directors, executives, attorneys, owners, partners, insurers, benefit plan fiduciaries, and agents, and
all of their respective successors and assigns. It is important that you understand that this General Release is intended to be a complete
general release from any and all Claims to the fullest extent permitted by law, and includes all Claims as of the date you sign this Agreement,
whether known or unknown by you, including any Claims that you have already asserted or raised as well as those Claims that you have never
asserted or raised.
4.
Non-Released Claims
. The General Release in Paragraph 3 above does
not
apply to any
Claims for benefits in which you are vested pursuant to any Company benefit, retirement and/or pension plan; any rights granted to you
under this Agreement; and any other Claims that are not waivable as a matter of law.
Further,
this Agreement does not prevent you from contacting or filing a charge with or participating in any investigation conducted by the Equal
Employment Opportunity Commission, or any other federal, state or local government agency or commission. However, the General Release
does prevent you, to the maximum extent permitted by law, from obtaining any monetary or other personal relief for any of the Claims you
have released in Paragraph 3, unless applicable law prohibits such a waiver.
5.
Adequacy of Consideration
. You acknowledge and agree that the severance benefits described
in Paragraph 2:
(a)
are not required by any policy, plan, or prior
agreement;
(b)
are not compensation for past services
rendered;
(c)
constitute adequate consideration to support your
General Release in Paragraph 3 above; and
(d)
fully compensate you for the Claims you are
releasing.
For purposes of this paragraph, “consideration”
means something of value to which you are not already entitled.
4
6.
Prohibition on Your Using or Disclosing Certain
Information
.
(a)
Confidentiality and Non-Disclosure Obligations
.
You acknowledge that you are prohibited from using or disclosing confidential and/or proprietary information which you created or acquired
in the course of your employment with the Company and which is not generally known by or readily accessible to the public. This confidential
and/or proprietary information includes, but is not limited to: financial data, prices, costs, bids, estimates, plans, blueprints, drawings
and project descriptions; legal, accounting, marketing and business plans, strategies and techniques; trade secrets and other formulas;
the identity of the Company’s customers/clients, suppliers, vendors or potential customers/clients; and other information not generally
known by or readily accessible to the public. Confidential and/or proprietary information does not include information which is generally
known by or readily accessible to the public. However, nothing in this Agreement prohibits you from communicating with or participating
in an investigation by a federal, state, or local government agency, including providing documents or other
information.
(b)
Trade Secrets Matters
. Under the federal
Defend Trade Secrets Act of 2016 or other applicable law, you shall not be held criminally or civilly liable under any federal or state
trade secret law or other applicable law for the disclosure of a trade secret or information about this Agreement that: (a) is made (i)
in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for
the purpose of reporting or investigating a suspected violation of law; or (b) is made to an attorney for you in relation to a lawsuit
for retaliation against you for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit
or other proceeding, if such filing is made under
seal.
7.
Company Property and Documents
. You agree that, if so directed by the Company’s EVP,
Chief Human Resources Officer, and in any event by no later than your Termination Date, you will promptly return all Company property
and documents to the Company,
retaining no copies
, including: (i) all Company property (including, but not limited to, office,
desk or file cabinet keys, Company identification/pass cards, Company-provided credit cards and Company equipment, such as computers and
printers) and (ii) all Company documents (including, but not limited to, all hard copy, electronic and other files, forms, lists, charts,
photographs, correspondence, computer records, programs, notes, memos, disks, DVDs, etc.). You also agree to download all Company-related
electronically-stored information (including but not limited to emails) from any personal computer and/or other storage devices or equipment
or personal email accounts, return all downloaded material or other electronically-stored information to the Company, and completely remove
all such electronically-stored information from the hard drive of such personal computer and/or all cloud-based or other storage devices
or personal email accounts.
5
8.
Confidentiality of this Agreement
. To the maximum extent allowable by law, you agree that,
at all times, the existence, terms and conditions of this Agreement will be kept secret and confidential and will not be disclosed voluntarily
to any third party, except: (i) to your spouse or domestic partner, if applicable; (ii) to the extent required by law; (iii) in connection
with any Claim to enforce, interpret or determine the scope, meaning, or effect of the Agreement; or (iv) to obtain confidential legal,
tax or financial advice with respect thereto.
9.
Non-Solicitation
. In exchange for the consideration set forth above, you agree that, for a
period of one (1) year from the Termination Date, you will not, directly or indirectly, recruit, solicit or induce, or attempt to induce,
any client or customer of the Company to terminate its business relationship with the Company or any of its affiliates; nor will you,
directly or indirectly, recruit, solicit or induce, or attempt to induce, any employee, consultant, or vendor of the Company or its affiliates
to terminate employment or any other relationship with the Company or its applicable
affiliate.
10.
Non-Disparagement
. You agree that you will not make or cause to be made any statements in
writing, orally or electronically, that disparage, are inimical to, or damage the reputation of the Company or any other Releasee (as
defined above) and their respective products and services.
However, nothing in this Agreement is
intended to or shall be interpreted: (i) to restrict or otherwise
interfere with your obligation to testify truthfully in any forum;
or (ii) to restrict or otherwise interfere with your right and/or obligation to contact, cooperate with or provide information to any
government agency or commission.
11.
Ongoing Cooperation
. In exchange for the consideration set forth above, you agree that, following
your termination, you will cooperate with and assist the Company in the investigation of, preparation for, or defense of any actual or
threatened third-party claim, investigation or proceeding involving the Company or its predecessors or affiliates and arising from or
relating to, in whole or in part, your employment with the Company or its affiliates for which the Company requests your assistance. Such
cooperation and assistance will include, but not be limited to, providing truthful testimony and assisting in information and document
gathering efforts. In connection herewith, the Company will consider other commitments that you may have at the time of the request and
will reimburse you for reasonable expenses consistent with applicable Company expense reimbursement policies.
12.
References
. You agree that you will direct any and all prospective employers seeking a reference
to contact only persons employed in the Company’s Human Resources Department. The Human Resources Department shall provide only
a neutral reference, stating dates of employment and position(s) held and that it is the Company’s general policy to provide only
this limited information. However, if you supply the potential employers with your base salary information, the Company will confirm or
deny the accuracy of the statement which you provide to them.
13.
Taxes
. The Company makes no representation regarding the tax consequences of any payments,
benefits, or other matters set forth in this Agreement. You are solely responsible for payment of any and all taxes (including income,
payroll, FICA, Medicare, unemployment, and any
6
penalties or interest) arising in connection with
the matters set forth herein, to the extent not subject to withholding taxes.
14.
Governing Law
. This Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware, without resort to principles of conflict of laws, and without the aid of any canon, custom or rule of law requiring
construction against the draftsperson. All disputes related to or arising out of this Agreement shall be resolved exclusively in a state
or federal court of competent jurisdiction in New Castle County, Delaware, and both you and the Company waive any defense or objection
on the basis of personal jurisdiction, venue, or forum non conveniens.
15.
WAIVER OF JURY TRIAL
. EACH PARTY AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OR OTHERWISE
RELATES TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND EACH PARTY
HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT.
16.
Statement of Non-Admission
. Nothing in this Agreement is intended as or shall be construed
as an admission or concession of liability or wrongdoing by the Company or any other Releasee as defined above. Rather, this Agreement
is being offered for the sole purpose of facilitating a cooperative process in connection with the restructuring and settling cooperatively
and amicably any and all possible disputes between the parties.
17.
Interpretation of Agreement
. Nothing in this Agreement is intended to violate any law or shall
be interpreted to violate any law. If any paragraph or part or subpart of any paragraph in this Agreement or the application thereof is
construed to be overbroad and/or unenforceable, then the court making such determination shall have the authority to narrow the paragraph
or part or subpart of the paragraph as necessary to make it enforceable and the paragraph or part or subpart of the paragraph shall then
be enforceable in its narrowed form. Moreover, each paragraph or part or subpart of each paragraph in this Agreement is independent of
and severable (separate) from one another. In the event that any paragraph or part or subpart of any paragraph in this Agreement is determined
to be legally invalid or unenforceable by a court and is not modified by a court to be enforceable, the affected paragraph or part or
subpart of such paragraph shall be stricken from the Agreement, and the remaining paragraphs or parts or subparts of such paragraphs of
this Agreement shall remain in full force and effect.
18.
Entire Agreement
. This Agreement constitutes the entire agreement
between the parties and
supersedes any and all prior representations and agreements, written or oral,
express or implied. The parties expressly disclaim reliance on any statements, representations, and promises not set forth in this Agreement.
19.
Strict Construction
. The parties have participated jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this
7
Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provision of this Agreement.
20.
Waiver and Modification
. Neither this Agreement nor any provision hereof may be waived or
discharged except by an instrument signed by the party against whom the enforcement of such waiver or discharge is sought, and then only
to the extent set forth in such instrument. This Agreement may not be modified or amended other than by an agreement in writing signed
by you and the Company’s EVP, Chief Human Resources Officer or such person’s designee.
21.
Headings
. The headings contained in this Agreement are for convenience of reference only and
are not intended, and shall not be construed, to modify, define, limit, or expand the intent of the parties as expressed in this Agreement,
and they shall not affect the meaning or interpretation of this Agreement.
22.
Days
. All references to a number of days throughout this Agreement
refer to calendar
days.
23.
Attachment
. You are part of a group of employees whose employment is being terminated. Attached
to or enclosed with this Agreement as Exhibit A is information regarding the class, unit, or group of individuals covered by this employment
termination program.
24.
Representations
. You agree and represent
that:
(a)
You have read carefully the terms of this Agreement,
and have had an opportunity to and have been encouraged to review this Agreement, including the General Release, with an attorney;
(b)
You understand the meaning and effect of the terms
of this Agreement, including the General Release, and further understand that the consideration given to you in this Agreement (
i.e.,
the severance benefits in Paragraph 2) is consideration to which you would not otherwise have been entitled if you did not sign this
Agreement;
(c)
You were given up to forty-five (45) days to determine
whether you wished to sign this Agreement, including the General Release, and you agree that any modifications, material or otherwise,
made to this Agreement do not restart the original forty-five (45) day review period;
(d)
Your decision to sign this
Agreement, including the General Release, is of your own
free and voluntary act without compulsion
of any kind;
(e)
No promise or inducement not expressed in this Agreement has been made to
you;
8
(f)
Subject to the limitations in Paragraph 4 above,
you understand that you are waiving your Claims as set forth in Paragraph 3 above; and
(g)
You have adequate information to make a knowing
and voluntary waiver of any and all Claims as set forth in Paragraph 3 above.
25.
Additional Representations
. As further and specific consideration for the Company entering
into this Agreement, you also expressly represent and covenant:
(a)
That the Company does not owe you any wages or other
compensation, payments, or monies of any kind or nature other than what is expressly provided in this Agreement, and that you have been
fully and accurately compensated for all hours worked and services provided during your employment and any other working relationship
with the Company.
(b)
That, as of the Effective Date, you have not initiated,
filed, submitted, or made any claim, complaint, or charge with any court, agency, board, department, or other body or office with respect
to your employment or other working relationship with the Company, the circumstances surrounding the end of your employment with the Company,
or any policies, practices or alleged acts or omissions involving the Company, and you are not aware of any policies, practices, or acts
or omissions involving the Company, or its officers, directors, employees or representatives, that you believe are unlawful or unethical.
26.
Offer Expiration Date
. As noted above, you have forty-five (45) days to decide whether you
wish to sign this Agreement, although you may sign it before the end of that period if you wish to do so. If you do not sign this Agreement
and return it to me by Wednesday, November 18, 2026, then this offer shall expire and you will not be eligible for the severance benefits
set forth in Paragraph 2 above. You can deliver the executed Agreement to me by hand, email or certified mail, and the executed Agreement
must be received by November 18, 2026.
27.
Revocation
. Should you find reason to revoke this Agreement, you have seven (7) calendar days
from the date you signed the Agreement to deliver your written notice of revocation by hand, email or certified mail, to me. The revocation
notice must be received within the seven-day period.
28.
Effective Date
. This Agreement will become effective on the eighth day after you sign and
return this Agreement, provided you do not revoke this Agreement.
* *
*
If you agree with all of the
terms of this Agreement, please sign below, indicating that you understand, agree with and intend to be legally bound by this Agreement,
including the General Release, and return the signed Agreement to me.
9
We wish you the best in your future
endeavors.
Sincerely,
/s/ Jennifer F. Terry
Jennifer F. Terry
Executive Vice President
Chief Human Resources
Officer
UNDERSTOOD
AND AGREED,
INTENDING TO BE LEGALLY BOUND:
/s/ Jeffrey
Nager
Jeffrey
Nager
October
2, 2026
Date
10

----- tbbk8k.htm -----
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form
8-K/A
(
Amendment
No. 1
)
Current Report
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported):
September 1, 2026
The
Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number:
000-51018
Delaware
23-3016517
(State or other jurisdiction of
(IRS Employer
incorporation)
Identification No.)
409
Silverside Road
Wilmington
,
DE
19809
(Address of principal executive offices, including zip code)
302
-
385-5000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[_]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $1.00 per share
TBBK
Nasdaq
Global Select
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
[_]
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In a current report on Form 8-K filed on September 4, 2026 (the “Prior 8-K”), The Bancorp, Inc. reported that in connection
with the implementation of an organizational restructuring by its wholly owned subsidiary, The Bancorp Bank, N.A. (the “Bank”),
Jeffrey Nager, the Bank’s Head of Commercial Lending, would depart the Bank on October 1, 2026. This Amendment to the Prior 8-K
is being filed to disclose the terms of Mr. Nager’s separation from service with the Bank.
On October 2, 2026, Mr. Nager and the Bank entered into a severance and general release agreement (the “Severance Agreement”),
which will become effective on October 10, 2026 (the “Effective Date”) unless revoked by Mr. Nager prior to such date. Pursuant
to the Severance Agreement, Mr. Nager will receive a cash lump-sum severance payment of $2,500,000, less applicable taxes and withholdings,
within 30 days following the Effective Date and will be eligible for outplacement services through a third-party vendor for up to six
months following his termination date. The Severance Agreement also includes customary waiver and release provisions in favor of the
Bank, as well as non-disparagement, non-solicitation and confidentiality provisions.
The foregoing description of the Severance Agreement is qualified in its entirety by reference to the full text of the Severance Agreement,
which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
10.1
*+
Severance and General Release Agreement, dated as of October 2, 2026, by and between Jeffrey Nager and The Bancorp Bank, N.A.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
The exhibit to this Exhibit has been omitted pursuant
to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such exhibit, or any section thereof, to
the U.S. Securities and Exchange Commission upon its request.
+
Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6)
of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: October 8, 2026
THE BANCORP, INC.
By:
/s/ Dominic C. Canuso
Name:
Dominic C. Canuso
Title:
EVP, Chief Financial Officer