WITNESSETH:Merger Agreement • October 8th, 1996 • Imperial Thrift & Loan Association • Savings institutions, not federally chartered
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered as of this 28th day of January, 2000, by and between ITLA Capital Corporation (the "Company") and its subsidiaries and affiliates, including but not...Employment Agreement • August 14th, 2000 • Itla Capital Corp • Savings institutions, not federally chartered • California
ARTICLE I. DEFINITIONS 7 Section 1.1. Definitions and Terms 7 ARTICLE II. EXCHANGE OF THE DEBENTURES 15 Section 2.1. Designation and Principal Amount 15 Section 2.2. Maturity 15 Section 2.3. Form and Payment 16 Section 2.4. Interest 16 Section 2.5....Indenture • December 24th, 2002 • Itla Capital Corp • Savings institutions, not federally chartered • New York
INDENTURE, dated as of ______ __, 20__, between ITLA CAPITAL CORPORATION, a Delaware corporation (the "Company"), and WELLS FARGO BANK, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (the "Trustee");
ITLA CAPITAL CORPORATION, AND [DEPOSITORY BANK] As Depository AND HOLDERS OF DEPOSITORY RECEIPTS DEPOSIT AGREEMENT Dated as of __________, 20__Deposit Agreement • December 24th, 2002 • Itla Capital Corp • Savings institutions, not federally chartered • New York
DEPOSIT AGREEMENT, dated as of ______________, 20__, among ITLA Capital Corporation, a Delaware corporation, [DEPOSITARY BANK], a banking corporation, as Depositary, and all holders from time to time of Receipts issued hereunder.
ITLA Capital Corporation and Warrant Agent WARRANT AGREEMENT Providing for the Issuance of ____________________ Warrants Dated as of _______________________, 20___Warrant Agreement • December 24th, 2002 • Itla Capital Corp • Savings institutions, not federally chartered • New York
THIS WARRANT AGREEMENT is entered into as of, 20__ between ITLA Capital Corporation, a corporation incorporated under the laws of the State of Delaware (the "Company") and _____________________, a ________ incorporated under the laws of ____________ (the "Agent").
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 16th, 2007 • Itla Capital Corp • Savings institutions, not federally chartered • California
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of February, 2006 , by and between ITLA Capital Corporation (the “Company”), and Phillip E. Lombardi (the “Employee”).
Page ARTICLE I. DEFINITIONS AND INTERPRETATION 1 Section 1.1. Definitions and Interpretation 1 ARTICLE II. TRUST INDENTURE ACT 5 Section 2.1. Trust Indenture Act; Application 5 Section 2.2. The List of Holders of the Securities 5 Section 2.3. Reports...Preferred Securities Guarantee Agreement • December 24th, 2002 • Itla Capital Corp • Savings institutions, not federally chartered • New York
This PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Preferred Securities Guarantee"), dated as of ______ __, 20__, is executed and delivered by ITLA CAPITAL CORPORATION, a Delaware corporation (the "Guarantor"), and WELLS FARGO BANK, N.A., a national banking association organized and existing under the laws of the United States, as trustee (the "Preferred Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of ITLA CAPITAL STATUTORY TRUST VII, a Delaware statutory trust (the "Trust").
SPLIT-DOLLAR AGREEMENTSplit-Dollar Agreement • March 17th, 2008 • Imperial Capital Bancorp, Inc. • State commercial banks
THIS AGREEMENT effective October 15, 1996, by and between Imperial Thrift and Loan Association, a California Corporation (hereinafter called the "Bank"); and George W. Haligowski, (hereinafter called the "Employee");
TRUST AGREEMENT OF ITLA CAPITAL STATUTORY TRUST VITrust Agreement • December 24th, 2002 • Itla Capital Corp • Savings institutions, not federally chartered • Delaware
TRUST AGREEMENT, dated as of November 25, 2002, among (i) ITLA Capital Corporation, a Delaware corporation, as sponsor (the "Sponsor"), (ii) Wells Fargo Delaware Trust Company, as trustee, and (iii) George W. Haligowski, Timothy M. Doyle and Don Nickbarg, each an individual, as trustees (each of such trustees in (ii) and (iii) a "Trustee" and collectively, the "Trustees"). The Sponsor and the Trustees hereby agree as follows:
ITLA CAPITAL CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (EQUITY SECURITIES)Underwriting Agreement • December 24th, 2002 • Itla Capital Corp • Savings institutions, not federally chartered • New York
From time to time, ITLA CAPITAL CORPORATION, a Delaware corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is referred to as this Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus, relating to the Offered Securities and has filed with, or shall promptly hereafter file with, the Commission a prospectus supplement (the "Prospectus Supplement") specifically relating to the Offered Securities pursuant to Rule 424 or Rule 434 unde
AMENDMENTS TO THE CHANGE IN CONTROL SEVERANCE AGREEMENT BETWEEN IMPERIAL CAPITAL BANCORP, INC. AND TIMOTHY M. DOYLE TO COMPLY WITH INTERNAL REVENUE CODE SECTION 409AChange in Control Severance Agreement • March 31st, 2009 • Imperial Capital Bancorp, Inc. • State commercial banks
WHEREAS, on February 1, 2006, Timothy M. Doyle entered into a Change in Control Severance Agreement with Imperial Capital Bancorp, Inc. (formerly known as ITLA Capital Corporation) (the “Agreement”); and
ITLA CAPITAL CORPORATION STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS NON- QUALIFIED STOCK OPTION AGREEMENT NQSO NO. ___Non-Qualified Stock Option Agreement • November 4th, 2005 • Itla Capital Corp • Savings institutions, not federally chartered
This option is granted on _________, 200_ (the "Grant Date") by ITLA Capital Corporation (the "Corporation") to ______________________ (the "Optionee"), in accordance with the following terms and conditions:
EXHIBIT 10.12 ITLA CAPITAL CORPORATION RABBI TRUST AGREEMENT ITLA CAPITAL CORPORATION RABBI TRUST AGREEMENT This Trust Agreement (the "Trust Agreement") is made and dated this 28th day of February, 1998 by and between ITLA Capital Corporation, a...Rabbi Trust Agreement • March 30th, 2000 • Itla Capital Corp • Savings institutions, not federally chartered
UNCONDITIONAL CONTINUING GUARANTYUnconditional Continuing Guaranty • February 5th, 2003 • Itla Capital Corp • Savings institutions, not federally chartered • Nevada
This Unconditional Continuing Guaranty (hereinafter "Guaranty") is made by Household Finance Corporation, a Delaware corporation (the "Guarantor"), in favor of Imperial Capital Bank, a California corporation, and its officers, directors, shareholders and subsidiaries ("Imperial").
AMENDMENTS TO THE CHANGE IN CONTROL SEVERANCE AGREEMENT BETWEEN IMPERIAL CAPITAL BANCORP, INC. AND PHILLIP E. LOMBARDI TO COMPLY WITH INTERNAL REVENUE CODE SECTION 409AChange in Control Severance Agreement • March 31st, 2009 • Imperial Capital Bancorp, Inc. • State commercial banks
WHEREAS, on February 1, 2006, Phillip E. Lombardi entered into a Change in Control Severance Agreement with Imperial Capital Bancorp, Inc. (formerly known as ITLA Capital Corporation) (the “Agreement”); and
AMENDED AND RESTATED SALE AND SERVICING AGREEMENT FOR RALS AND RACSSale and Servicing Agreement • February 5th, 2003 • Itla Capital Corp • Savings institutions, not federally chartered • New York
This Amended and Restated Sale and Servicing Agreement for RALs and RACs (the "Agreement"), dated as of January 3, 2003, is between Household Tax Masters Inc., a Delaware corporation, with a place of business at Suite 200 Somerset Corporate Blvd., Bridgewater, New Jersey 08807 in its capacity as servicer under this Agreement (in such capacity, together with its successors and assigns in such capacity, "Tax Masters" or "Servicer"), Household Tax Masters Acquisition Corporation, a Delaware corporation ("HTMAC"), and Imperial Capital Bank, a California State chartered bank, with a place of business at 888 Prospect Street, Suite 110, La Jolla, California 92037 ("Imperial"). Tax Masters, HTMAC and Imperial may be referred to individually as "Party" or collectively as "Parties".
ContractNon-Competition and Non-Solicitation Agreement • February 24th, 2006 • Itla Capital Corp • Savings institutions, not federally chartered
NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Non-Competition and Non-Solicitation Agreement (this "Agreement") is made and entered into this 24th day of February, 2006 (but effective as of January 1, 2006) by and between ITLA Capital Corporation (the "Company") and George W. Haligowski, Jr. (the "Executive"). WHEREAS, the Executive has served as the Chief Executive Officer and Chairman of the Board of Directors of the Company since its inception and of Imperial Capital Bank ("Imperial"), the Company's banking subsidiary, since July, 1992; WHEREAS, the Executive has a significant ownership position in the Company by virtue of his ownership of shares and options to acquire shares; WHEREAS, the Executive stands to derive significant economic benefit from a Change in Control (as hereinafter defined) by virtue of his ownership of a significant number of shares, and options to acquire a significant number of shares, of the Company; WHEREAS, the Executive has during hi
EXHIBIT 10.8 Attached hereto is the form of the change of control agreement provided to the following executive officers: Norval L. Bruce, Michael A. Sicuro, Steven C. Romelt and Timothy M. Doyle. CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN...Change in Control Severance Agreement • March 30th, 2000 • Itla Capital Corp • Savings institutions, not federally chartered • California
AMENDMENTS TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN GEORGE W. HALIGOWSKI, IMPERIAL CAPITAL BANCORP, INC. AND IMPERIAL CAPITAL BANK TO COMPLY WITH INTERNAL REVENUE CODE SECTION 409AEmployment Agreement • March 31st, 2009 • Imperial Capital Bancorp, Inc. • State commercial banks
WHEREAS, on February 24, 2006, George W. Haligowski entered into an amended and restated employment agreement with Imperial Capital Bancorp, Inc. (formerly known as ITLA Capital Corporation) and Imperial Capital Bank (the “Agreement”); and
ContractEmployment Agreement • February 24th, 2006 • Itla Capital Corp • Savings institutions, not federally chartered • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 24th day of February, 2006 (but effective as of January 1, 2006), by and between ITLA Capital Corporation (the "Company") and its subsidiaries and affiliates, including but not limited to Imperial Capital Bank, formerly known as Imperial Thrift and Loan Association ("Imperial") and George W. Haligowski (the "Executive"). WHEREAS, the Executive has served as the Chief Executive Officer and Chairman of the Board of Directors of the Company since its inception and of Imperial since July, 1992; WHEREAS, the Executive has an employment agreement with the Company dated January 28, 2000 (the "Original Employment Agreement"); WHEREAS, the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company (the "Board of Directors") believes it is in the best interest of the Company and its subsidiaries to amend and rest
Preferred Securities ITLA Capital Statutory Trust ____ [____]% Cumulative Trust Preferred Securities (Liquidation Amount of $[__] per Preferred Security) UNDERWRITING AGREEMENTUnderwriting Agreement • December 24th, 2002 • Itla Capital Corp • Savings institutions, not federally chartered • New York
ITLA Capital Corporation, a Delaware corporation (the "Company"), and its financing subsidiary, ITLA Capital Statutory Trust __, a Delaware statutory trust (the "Trust," and hereinafter together with the Company, the "Offerors"), propose that the Trust issue and sell to the several underwriters listed on Schedule I hereto (the "Underwriters"), pursuant to the terms of this Agreement, [_________] of the Trust's [___]% Trust Preferred Securities, with a liquidation amount of $[_____] per preferred security (the "Preferred Securities"), to be issued under the Trust Agreement (as hereinafter defined), the terms of which are more fully described in the Prospectus (as hereinafter defined). The aforementioned [__________] Preferred Securities to be sold to the Underwriters are herein called the "Firm Preferred Securities." Solely for the purpose of covering over-allotments in the sale of the Firm Preferred Securities, the Offerors further propose that the Trust issue and sell to the Underwrit
ITLA CAPITAL CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • March 16th, 2005 • Itla Capital Corp • Savings institutions, not federally chartered
This option is granted on Grant Date (the “Grant Date”) by ITLA Capital Corporation (the “Corporation”) to Optionee Name (the “Optionee”), in accordance with the following terms and conditions:
UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. STATE OF CALIFORNIA DEPARTMENT OF FINANCIAL INSTITUTIONS SACRAMENTO, CALIFORNIAWritten Agreement • August 3rd, 2009 • Imperial Capital Bancorp, Inc. • State commercial banks
Written Agreement by and among IMPERIAL CAPITAL BANCORP, INC. La Jolla, California FEDERAL RESERVE BANK OF SAN FRANCISCO San Francisco, California and STATE OF CALIFORNIA DEPARTMENT OF FINANCIAL INSTITUTIONS Sacramento, California Docket No. 09-097-WA/RB-HC
ITLA CAPITAL CORPORATION EMPLOYEE STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 9th, 2005 • Itla Capital Corp • Savings institutions, not federally chartered
This option is granted on _________, 200_ (the "Grant Date") by ITLA Capital Corporation (the "Corporation") to ______________________ (the "Optionee"), in accordance with the following terms and conditions:
ITLA CAPITAL CORPORATION EMPLOYEE STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 9th, 2005 • Itla Capital Corp • Savings institutions, not federally chartered
This option is granted on _________, 200_ (the "Grant Date") by ITLA Capital Corporation (the "Corporation") to ______________________ (the "Optionee"), in accordance with the following terms and conditions:
AMENDMENTS TO THE CHANGE IN CONTROL SEVERANCE AGREEMENT BETWEEN IMPERIAL CAPITAL BANCORP, INC. AND LYLE C. LODWICK TO COMPLY WITH INTERNAL REVENUE CODE SECTION 409AChange in Control Severance Agreement • March 31st, 2009 • Imperial Capital Bancorp, Inc. • State commercial banks
WHEREAS, on February 1, 2006, Lyle C. Lodwick entered into a Change in Control Severance Agreement with Imperial Capital Bancorp, Inc. (formerly known as ITLA Capital Corporation) (the “Agreement”); and
LICENSING AGREEMENTLicensing Agreement • February 5th, 2003 • Itla Capital Corp • Savings institutions, not federally chartered
This Licensing Agreement (hereinafter referred to as the "Agreement") is made as of the 30th day of October, 2002 by and between Beneficial Franchise Company, Inc. ("BFC") and Imperial Capital Bank ("Licensee"). BFC and Licensee are referred to herein collectively as the "Parties".
ITLA CAPITAL CORPORATION RABBI TRUST AGREEMENT AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005Rabbi Trust Agreement • August 9th, 2006 • Itla Capital Corp • Savings institutions, not federally chartered
This Trust Agreement (the "Trust Agreement") is made and dated this 1st day of February, 2006, by and between ITLA Capital Corporation, a Delaware corporation (the "Employer") and UNION BANK OF CALIFORNIA, N.A. (the "Trustee").
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2009 • Imperial Capital Bancorp, Inc. • State commercial banks • California
This Employment Agreement (this “Agreement”) is entered into by and between Imperial Capital Bancorp, a California bank holding company (“Bancorp”) and Imperial Capital Bank, a California bank (“Bank”) and Joseph W. Kiley III, an individual (“Executive”), as of October 1, 2009 (the “Effective Date”) and shall be in effect for the period of one year, subject to renewal for such term as may be agreed upon by the parties. As used herein, “Company” refers jointly and individually to the Bancorp and Bank. This Agreement by and between the Company and Executive (collectively referred to as the “Parties”) is intended, where applicable, to comply with section 409A of the Internal Revenue Code of 1986, as amended (“Code”). While following execution this Agreement shall be effective as of the Effective Date, it shall not be executed by the parties or become effective until all required regulatory approvals have been received.
AMENDMENTS TO THE CHANGE IN CONTROL SEVERANCE AGREEMENT BETWEEN IMPERIAL CAPITAL BANCORP, INC. AND NORVAL L. BRUCE TO COMPLY WITH INTERNAL REVENUE CODE SECTION 409AChange in Control Severance Agreement • March 31st, 2009 • Imperial Capital Bancorp, Inc. • State commercial banks
WHEREAS, on February 1, 2006, Norval L. Bruce entered into a Change in Control Severance Agreement with Imperial Capital Bancorp, Inc. (formerly known as ITLA Capital Corporation) (the “Agreement”); and
