Exhibit 10.(a)


    
      
        

      

    

    Exhibit
      10 (a)


     

    SEVERANCE
      AGREEMENT 

    AND
      RELEASE OF ALL CLAIMS

     

    This
      Severance Agreement and Release of All Claims (“Agreement”) is made and entered
      into by and between Larry V. Sorensen, Executive Vice President of Sonoma
      National Bank (referred to herein as the “Bank”) and Chief Financial Officer
      (referred to herein as “Officer”) of Northern Empire Bancshares, a California
      Corporation (referred to herein as the “Company”) and the Company and the
      Bank.

     

    RECITALS

     

    WHEREAS,
      Officer’s employment with the Company and the Bank shall cease by mutual
      agreement of the parties, effective September 29, 2006 (the “Separation
      Date”);

    


    WHEREAS,
      Officer does not have pending against the Company or any of its affiliated,
      related, parent or subsidiary corporations (including, without limitation,
      the
      Bank) or any of its or their directors, officers, employees, shareholders or
      agents (collectively referred to herein as the “Released Parties”) and the
      Company does not have pending against Officer any claim, charge or action in
      or
      with any federal, state or local court or administrative agency;
      and

    


    WHEREAS,
      Officer understands that Officer may have at least 21 days from the Separation
      Date in which to consider the Agreement, and that after executing the Agreement,
      Officer has an additional 7 days after signing to revoke the Agreement. Officer
      further understands that this Agreement shall not become effective or
      enforceable until the revocation period has expired.

    


    WHEREAS,
      Officer and the Company and the Bank desire to settle fully and finally all
      existing and/or potential differences between them;

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and promises herein and
      other good and valuable consideration, receipt of which is hereby acknowledged,
      it is agreed by and between the parties as follows:

    


    AGREEMENT

     

    
      	 	
              1.

            	
              Severance
                Sum.
                

            


    

    


    a.    As
      consideration supporting this Agreement, the Company agrees to pay Officer
      the
      gross sum of Two Hundred Forty Thousand Dollars (“Severance Sum”), which Officer
      otherwise would not be entitled to receive. The Severance Sum will be paid
      in
      one lump sum payment. The Severance Sum shall be subject to all applicable
      withholdings and deductions required by federal and state law. Payment of the
      Severance Sum shall be made within 5 calendar days after the 7-day revocation
      period has expired. 

    


    b.    Officer
      agrees that payment of the Severance Sum and the accelerated vesting of stock
      options under Paragraph 19 below shall constitute the entire amount of economic
      consideration provided to Officer under this Agreement and that Officer will
      not
      seek any further compensation for any claimed damage, costs or attorneys’ fees
      in connection with the matters encompassed in this Agreement.

    


    c.    Conditional
      Nature of Severance Payment.
      Officer’s right to payment of the Severance Sum set forth in 1(a) above (to the
      extent Officer is otherwise entitled to such payment) and right to accelerated
      vesting under Paragraph 19 below, shall be conditioned upon the return of all
      Company and Bank property by September 29, 2006, and upon Officer not directly
      or indirectly engaging in (whether as an officer, consultant, agent, proprietor,
      principal, partner, stockholder, corporate officer, director or otherwise),
      any
      of the following: (1) the disclosure of any Company or Bank trade secrets,
      including but not limited to, any formula, pattern, compilation, program,
      device, method, technique, or process of the Company or Bank that is not
      generally known to the public to any person, and particularly not to any firm,
      corporation or business that competes with Company or Bank or is a customer
      of
      the Company or Bank (2) divulging any confidential information of the Company
      or
      Bank to any person or any such entity; (3) any act or conduct that would have
      the intended or reasonably foreseeable effect of wrongfully interfering with
      or
      disrupting any contractual or economic relationship(s) that the Company or
      Bank
      has with any other person or entity.

    


    Officer
      agrees that breach of any of the above conditions shall constitute a material
      violation and breach of this Agreement. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.    Non-admission.
      This
      agreement and compliance with this Agreement shall not be construed as an
      admission by either party of any liability whatsoever, or as an admission by
      any
      Released Party of any violation of the rights of Officer or any person, or
      a
      violation of any order, law, statute, duty or contract.

    


    3.    Professional
      References.
      Any
      verbal or written request(s) for professional references regarding Officer
      shall
      be directed to the Human Resources Department of the Company, and only the
      following information will be provided by the Company: (1) Officer’ employment
      dates, (2) title, and (3) salary. Officer hereby authorizes the Company to
      provide such information upon request.

    


    4.    Non-disparagement.
      Officer
      shall not disparage any of the Released Parties, or any representative, customer
      or supplier of the Company or the Bank, or any affiliate of the Company or
      the
      Bank. Similarly, the Bank and Company agree that its officers and directors
      will
      not disparage Officer. Notwithstanding the foregoing, any party may respond
      accurately and fully to any question, inquiry or request for information when
      required by legal process.

    


    5.    Confidentiality.
      Officer
      understands and agrees that this Agreement and each of its terms, and the
      negotiations surrounding it, are confidential and shall not be disclosed by
      Officer to any entity or person, for any reason, at any time, without prior
      written consent of the Company, unless required by law. Notwithstanding the
      foregoing, Officer may disclose the terms of this Agreement to Officer’s spouse,
      and for legitimate business reasons, to legal, financial, and tax advisors,
      who
      shall also be bound to maintain the confidentiality of this Agreement and its
      terms.

    


    6.    Confidential
      Information.
      Officer
      shall not, for the benefit of any person or entity other than the Company or
      the
      Bank, disclose or use any information regarding the Company’s or the Bank’s
      business, officers, employees or customers, which was produced by any officer
      of
      the Company or the Bank in the course of employment with the Company or the
      Bank
      or otherwise produced or acquired by or on behalf of the Company or the Bank,
      and which is not properly in the public domain.

    


    
      	 	
              7.

            	
              Releases.

            


    

    


    a.    In
      exchange for the benefits described in Paragraph 1, Officer and Officer’s
      successors and assigns, release and absolutely discharge the Released Parties
      of
      and from any and all claims, demands, actions and causes of action, which
      Officer now has, or at any other time had, or shall or may have against any
      of
      the Released Parties, whether now known or unknown, including, but not limited
      to, any and all claims for breach of contract; breach of the implied covenant
      of
      good faith and fair dealing; inducement of breach; interference with contract
      or
      prospective economic advantage; wrongful or unlawful demotion; violation of
      public policy; invasion of privacy; intentional or negligent infliction of
      emotional distress; intentional or negligent misrepresentation; conspiracy;
      failure to pay wages, commissions, bonuses, benefits, vacation pay, severance
      pay, attorneys' fees, or any other compensation of any sort; defamation;
      discrimination or harassment on the basis of race, color, sex, sexual
      orientation, religion, national origin, ancestry, age, disability, medical
      condition or any other protected class or status; any claim under Title VII
      of
      the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e et. seq., the Age
      Discrimination in Employment Act of 1967, as amended; the California Fair
      Employment and Housing Act, as amended; violation of the Occupational Safety
      and
      Health Act, or any other health/safety laws, statutes or regulations; violation
      of the Employee Retirement Income Security Act of 1974; violation of the
      Internal Revenue Code; violation of the federal Americans with Disabilities
      Act;
      violation of the federal Family and Medical Leave Act or California’s Family
      Rights Act; violation of Department of Labor regulations; violation of
      California’s Labor Code or Business and Professions Code; violation of any other
      applicable state, federal or local law; or any other alleged wrongful conduct
      by
      the Released Parties, including any claim related in any way to Officer’s
      employment or termination of employment with the Company or the Bank;
provided,
      however,
      that the
      release contained herein shall not be construed in any way to release the
      Company or the Bank from any obligation to indemnify Officer pursuant to
      agreement or applicable law, including, but not limited to, any obligation
      regarding the advancement of costs. 

    


    b.    In
      addition, Officer expressly waives the provisions of Section 1542 of the Civil
      Code of the State of California, which provides:

    


    A
      general
      release does not extend to claims which the creditor does not know or suspect
      to
      exist in his favor at the time of executing the release, which if known by
      him
      must have materially affected his settlement with the debtor.

    


    c.    The
      Officer understands and agrees that Officer:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    i.    Has
      had
      at least a full twenty-one (21) days within which to consider this Agreement
      before executing it, or if Officer has executed this Agreement within less
      than
      twenty-one (21) days of the date of delivery to Officer, Officer acknowledges
      that such decision was entirely voluntary and that Officer had the opportunity
      to consider this Agreement for the entire twenty-one (21)-day period.


     

    ii.    Has
      carefully read and fully understands all of the provisions of this Agreement.
      

    


    iii.    Is,
      through this Agreement, releasing the Released Parties from any and all claims
      Officer may have against the Released Parties.

    


    iv.    Knowingly
      and voluntarily agrees to all of the terms set forth in this
      Agreement.

    


    v.    Knowingly
      and voluntarily intends to be legally bound by the same. 

    


    vi.    Was
      advised and hereby is advised in writing to consider the terms of this Agreement
      and consult with an attorney of Officer’s choice prior to executing this
      Agreement. 

    


    vii.    Has
      a
      full seven (7) days following the execution of this Agreement to revoke this
      Agreement and has been and hereby is advised in writing that this Agreement
      shall not become effective or enforceable until the revocation period has
      expired. 

    


    viii.    Understands
      that any rights or claims under the Age Discrimination in Employment Act of
      1967
      (29 U.S.C. § 621, et seq.) that may arise after the date this Agreement is
      executed are not waived.

    


    d.    The
      Bank
      and the Company hereby release and absolutely discharge Officer of and from
      any
      and all claims, demands, actions and causes of action, which the Bank or Company
      now has, or at any other time had against Officer, whether now known or unknown,
      that arise out of or are related to events, acts, conduct or omissions occurring
      prior to its signing this Agreement, including, but not limited to, all claims
      related to Officer’s employment with the Bank or Company or the termination of
      that employment; provided
      however, that
      this
      release shall not extend to: any claims that may arise after this Agreement
      is
      executed, including (without limitation) any claims for breach of this
      Agreement; and any claims arising at any time out of Officer’s obligations to
      protect the Company’s or the Bank’s proprietary or confidential information
      pursuant to agreement or applicable law.

    


    


    8.    Acknowledgments
      and Representations.
      Officer
      acknowledges and represents that he has not suffered any discrimination or
      harassment by any of the Released Parties on account of his race, gender,
      national origin, religion, marital status, age, or any disability, medical
      condition or other characteristic protected by law. Officer acknowledges and
      represents that he has not been denied any leave to which he may have been
      entitled by law, and that he has not suffered any job-related wrongs or injuries
      for which he might still be entitled to compensation or relief. He further
      acknowledges and represents that, except as expressly provided in this
      Agreement, he has been paid all wages, bonuses, compensation, benefits and
      other
      amounts that any of the Released Parties has ever owed to him. He represents
      and
      warrants that all of the factual representations he makes herein, all of which
      induce the Company to enter into this Agreement, are true in all material
      respects.

    


    9.    No
      Voluntary Assistance.
      Officer
      agrees that Officer will not in any manner encourage or willingly assist any
      person, including any past, present, or prospective employees or applicants
      for
      employment with the Company or the Bank, in filing or pursuing any lawsuit,
      claim or action against any of the Released Parties, in any state or federal
      court or before any state, federal, or governmental agency, except as Officer
      may be required by statutorily authorized process to give testimony or to
      provide documents at a legal proceeding, or to cooperate in any agency or legal
      proceeding as authorized by law. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9.    Assignment.
      Officer
      agrees that Officer will not assign, sell, transfer, delegate, or otherwise
      dispose of, whether voluntarily or involuntarily, or by operation of law, any
      rights or obligations under this Agreement. Any such purported assignment,
      transfer, or delegation shall be null and void. Officer represents that Officer
      has not previously assigned or transferred any claims or rights released by
      Officer pursuant to this Agreement. Subject to the foregoing, this Agreement
      shall be binding upon and shall inure to the benefit of the parties and their
      respective heirs, successors, attorneys, and permitted assigns. This Agreement
      shall also inure to the benefit of any Released Party. This Agreement shall
      not
      benefit any other person or entity as except as specifically enumerated in
      this
      Agreement.

    


    10.    Integration.
      This
      Agreement, including Exhibits A, B and C, sets forth the entire agreement
      between the parties hereto and fully supersedes any and all prior or
      contemporaneous agreements or understandings, written or oral, between the
      parties hereto pertaining to the subject matter hereof. 

    


    11.     Modification.
      This
      Agreement may be modified, restated or otherwise changed only by a writing
      signed by Officer and the President of the Company. No oral representations
      or
      other acts shall give rise to an implied modification of this
      Agreement.

    


    12.    Choice
      of Law.
      The
      validity, performance and all other matters pertaining to this Agreement shall
      be governed by the laws of the State of California, without regard to the
      conflict of laws rules of said state.

    


    13.    Waiver.
      The
      failure or delay of any party to enforce at any time any of the provisions
      hereof shall not be construed to be a waiver of the right of such party
      thereafter to enforce any such provision. No waiver shall be valid unless in
      writing and signed by the party providing such waiver.

    


    14.    Severability.
      If any
      provision of this Agreement or the application thereof to any situation or
      circumstance shall be invalid or unenforceable, the remainder of this Agreement
      or the application of such covenant, agreement, term or provision to situations
      or circumstances other than those as to which it is invalid or unenforceable
      shall not be affected; and each covenant, agreement, term or provision of this
      Agreement shall be valid and enforceable to the fullest extend permitted by
      applicable law. In such event, the parties shall negotiate in good faith to
      substitute for any such invalid or unenforceable provision a valid and
      enforceable provision which most nearly effects the parties’ original intent in
      entering into this Agreement. 

    


    15.    Consultation
      of Counsel.
      Each of
      the parties acknowledges that they have had the full opportunity to seek
      independent legal advice in respect to the contents of this Agreement and that
      they sign this Agreement voluntarily after having been offered such
      opportunity.

    


    16.    Notice.
      Any
      notice required or desired to be given under this Agreement shall be deemed
      given if in writing sent by registered mail to Officer’s last known residence or
      to the Company’s principal office, to the attention of the President of the
      Company, as the case may be. 

    


    17.    Arbitration.
      The
      parties agree that any dispute, controversy, or claim arising out of or relating
      to this Agreement shall be resolved by binding arbitration in accordance with
      the Rules of the American Arbitration Association (the “AAA”) governing
      employment dispute resolution, which shall apply except as modified below.
      Judgment on the award rendered by the arbitrator may be entered in any court
      having jurisdiction. There shall be a single arbitrator agreed upon mutually
      by
      the parties; but if they cannot agree upon the selection within forty-five
      (45)
      days after demand for arbitration is given by one party to the other, an
      arbitrator having reasonable experience in employment dispute resolution matters
      shall be selected in accordance with the applicable rules of the AAA. The
      arbitration shall be conducted in Sonoma County, California, or at the AAA
      facility closest to Sonoma County, unless otherwise mutually agreed by the
      parties. Each party shall pay its own attorneys’ fees and costs, except that the
      Company shall pay the fees and expenses related to the arbitration that the
      Officer would not generally be required to bear if Officer brought the same
      action in a court otherwise having jurisdiction. The arbitrator shall prepare
      a
      written decision and shall have the power to grant damages, remedies or relief
      that would be available in a court otherwise having jurisdiction of the matter,
      but no other damages, remedies or relief. Subject to the foregoing, the
      arbitrator shall have the power to determine if any issue is arbitrable under
      this Agreement. BY
      SIGNING BELOW, EACH PARTY ACKNOWLEDGES THAT THE ARBITRATION PROVISION OF THIS
      AGREEMENT REQUIRES THE PARTY TO GIVE UP RIGHT TO HAVE THE DISPUTE LITIGATED
      IN A
      COURT AND/OR THE RIGHT TO A JURY TRIAL.
      Nothing
      in this Agreement is intended to prevent either Officer or the Company or the
      Bank from obtaining injunctive relief in court to prevent irreparable harm
      pending the conclusion of any such arbitration.

    


    18.    Voluntary
      Agreement.
      Officer
      has fully reviewed the terms of this Agreement, acknowledges that Officer
      understands the terms of this Agreement, and states that Officer is entering
      into this Agreement knowingly, voluntarily and in full settlement of any and
      all
      claims that Officer may have as a result of Officer’s employment with Company or
      the Bank.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    19.    Vesting
      of Stock Options.
      Upon
      the effective date of this Agreement, following all periods within which Officer
      may revoke this Agreement, all stock options held by Officer shall become fully
      vested and exercisable by the Officer, subject to (a) compliance with the
      Company’s Trading Policy (a copy of which is attached as Exhibit A), including
      applicable ‘blackout periods’; (b) securities laws and regulations applicable to
      Officer as an ‘affiliate’ of the Company; and (c) the Company’s 1997 Stock
      Option Plan (a copy of which is attached as Exhibit B) and Officer’s Stock
      Option Agreement(s) (a copy of which is attached as Exhibit C), including any
      applicable exercise periods. It is further understood and agreed that the
      Company is not providing any representations or assurances as to any tax
      treatment with respect to the exercise of any of Officer’s stock options or the
      sale of any shares received upon exercise. Officer acknowledges that he has
      the
      opportunity to seek the advice of his own tax advisor with respect to the tax
      effects and/or treatment of any exercise of his stock options and/or sale of
      stock received upon exercise. 

    


    20.    Counterparts.
      This
      Agreement may be signed in counterparts, each of which shall be an
      original.

    


    

      
        	
                Dated:

              	
                    September
                  26,
                  2006

              	 	/s/
                Larry V. Sorensen	 
	 	 	 	 Larry
                V. Sorensen	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                Dated:

              	
                    September
                  29
                  ,2006

              	 	SONOMA
                NATIONAL BANK and NORTHERN EMPIRE BANCSHARES	 
	 	 	 	 	 	 
	 	 	 	
                By:

              	
                /s/
                  Deborah Meekins

              	 
	 	 	 	Deborah
                Meekins	 
	 	 	 	President
                and Chief Executive Officer