Sun Bancorp Inc /Nj/ Sample Contracts

SUN BANCORP, INC. COMMON STOCK, PAR VALUE $1.00 PER SHARE UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • August 25th, 1998 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New York
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Shares Sun Bancorp, Inc. Common Stock par value $1.00 per share Underwriting Agreement ----------------------
Underwriting Agreement • October 10th, 2003 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New York
PURSUANT TO THE SUN BANCORP, INC. 2004 STOCK-BASED INCENTIVE PLAN
Restricted Stock Agreement • September 3rd, 2004 • Sun Bancorp Inc /Nj/ • Commercial banks, nec
AGREEMENT AND PLAN OF MERGER By and Among SUN BANCORP, INC., SUN NATIONAL BANK
Merger Agreement • August 26th, 2005 • Sun Bancorp Inc /Nj/ • Commercial banks, nec
FORM OF
Change in Control Severance Agreement • April 2nd, 2001 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New Jersey
AGREEMENT AND PLAN OF MERGER By and Between SUN BANCORP, INC. AND COMMUNITY BANCORP OF NEW JERSEY
Merger Agreement • February 17th, 2004 • Sun Bancorp Inc /Nj/ • Commercial banks, nec
PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • September 4th, 2003 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New Jersey
SUN BANCORP, INC. (a New Jersey corporation) 25,000,000 Shares of Common Stock (Par Value $1.00 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • March 22nd, 2011 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New York
PURCHASE AND ASSUMPTION AGREEMENT dated as of July 2, 2014 between SUN NATIONAL BANK and STURDY SAVINGS BANK
Purchase and Assumption Agreement • July 9th, 2014 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New Jersey

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of July 2, 2014 (this “Agreement”), between Sun National Bank, a national banking association, organized under the laws of the United States, with its principal office located in Vineland, New Jersey (“Seller”), and Sturdy Savings Bank, a mutual savings bank organized under the laws of the State of New Jersey, with its principal office located in Stone Harbor, New Jersey (“Purchaser”).

SECURITIES PURCHASE AGREEMENT dated as of July 7, 2010 between SUN BANCORP, INC. and WLR SBI ACQUISITIONCO, LLC
Securities Purchase Agreement • July 13th, 2010 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New York

SECURITIES PURCHASE AGREEMENT, dated as of July 7, 2010 (this "Agreement"), between Sun Bancorp, Inc., a New Jersey corporation (the "Company"), and WLR SBI AcquisitionCo, LLC, a Delaware limited liability company (the "Investor").

CHANGE IN CONTROL CONTINUITY AGREEMENT
Change in Control Continuity Agreement • July 3rd, 2017 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New Jersey

CHANGE IN CONTROL CONTINUITY AGREEMENT, dated as of the 27th day of June 2017 (this “Agreement”), by and between Sun Bancorp, Inc., a New Jersey corporation (the “Company”), and Thomas M. O’Brien (the “Executive”).

EXHIBIT 99.1 BRANCH PURCHASE AND DEPOSIT ASSUMPTION AGREEMENT BY AND BETWEEN SUN NATIONAL BANK
Branch Purchase and Deposit Assumption Agreement • June 6th, 1997 • Sun Bancorp Inc /Nj/ • Blank checks • New Jersey
SECURITIES PURCHASE AGREEMENT dated as of July 7, 2010 between SUN BANCORP, INC. and WLR SBI ACQUISITIONCO, LLC
Securities Purchase Agreement • August 3rd, 2010 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New York

SECURITIES PURCHASE AGREEMENT, dated as of July 7, 2010 (this "Agreement"), between Sun Bancorp, Inc., a New Jersey corporation (the "Company"), and WLR SBI AcquisitionCo, LLC, a Delaware limited liability company (the "Investor").

Sun Bancorp, Inc. Vineland, New Jersey 08360 Ladies and Gentlemen:
Securities Purchase Agreement • August 10th, 2011 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New York

Reference is hereby made to (i) the Securities Purchase Agreement, dated as of July 7, 2010 (the “Securities Purchase Agreement”), between Sun Bancorp, Inc., a New Jersey corporation (the “Company”) and Maycomb Holdings II, LLC, Maycomb Holdings III, LLC, and Maycomb Holdings IV, LLC (“Siguler”); (ii) the notice given by the Company to Siguler, dated as of June 30, 2011, notifying Siguler of its gross-up right under Section 4.7 of the Securities Purchase Agreement (the “Gross-Up Right”) in connection with a proposed private placement (the “Placement”) by the Company to Anchorage Capital Master Offshore, Ltd. (“Anchorage”) of 996,705 shares of its common stock, par value $1.00 per share (“Common Stock”) for $2.85 per share of Common Stock (the “Offering Price”); (iii) the notice given by Siguler, dated as of July 12, 2011, notifying the Company of Siguler’s intention to exercise the Gross-Up Right with respect to the Common Stock issued in the Placement; and (iv) the completion on April

SUN NATIONAL BANK MANAGEMENT SEVERANCE AGREEMENT
Management Severance Agreement • March 16th, 2015 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New Jersey

THIS MANAGEMENT SEVERANCE AGREEMENT (“Agreement”) entered into this 4th day of February, 2014 (“Effective Date”), by and between Sun National Bank (the “Bank”) and Thomas R. Brugger (the “Executive”).

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TRUST AGREEMENT
Trust Agreement • September 25th, 2009 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • Delaware

This TRUST AGREEMENT, dated as of September 24, 2009 (this “Trust Agreement”), among Sun Bancorp, Inc., a New Jersey corporation (the “Depositor”), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), Wilmington Trust Company, a Delaware banking corporation, as property trustee (the “Property Trustee”), and (iii) Thomas X. Geisel, Dan A. Chila and Richard W. Stoudt , each an individual, as administrative trustees (the “Administrative Trustees;” and, together with the Delaware Trustee and the Property Trustee, the “Trustees”). The Depositor and the Trustees hereby agree as follows

SUN BANCORP, INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2015 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New Jersey

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into effective as of November 20, 2014 (the “Effective Date”), by and between Sun Bancorp, Inc. (the “Company”), a New Jersey corporation and the holding company for Sun National Bank, with its principal executive offices at 350 Fellowship Road, Suite 101, Mt. Laurel, New Jersey 08054 (the “Executive Offices”), and Mr. Nicos Katsoulis (“Executive”). Any reference to the “Bank” in this Agreement shall mean Sun National Bank, or any successor to Sun National Bank.

EXECUTIVE CONSENT TO ADDENDUMS OR AMENDMENTS TO COMPENSATION ARRANGEMENTS
Compensation Arrangement Amendment • January 9th, 2009 • Sun Bancorp Inc /Nj/ • Commercial banks, nec

Sun Bancorp, Inc. (the “Company) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

UNITED STATES DEPARTMENT OF THE TREASURY
Repurchase Letter Agreement • May 28th, 2009 • Sun Bancorp Inc /Nj/ • Commercial banks, nec

Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

FOR INCENTIVE STOCK OPTIONS AWARDED PURSUANT TO THE SUN BANCORP, INC.
Incentive Stock Option Agreement • September 9th, 2011 • Sun Bancorp Inc /Nj/ • Commercial banks, nec

STOCK OPTIONS for a maximum of ________ shares of Common Stock of Sun Bancorp, Inc. (the “Company”), which Options are intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, are hereby granted to ______________ (the “Optionee”) at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of the 2010 Performance Equity Plan (the “Plan”) adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged. Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Plan.

GENERAL RELEASE AND SEPARATION AGREEMENT
General Release and Separation Agreement • March 15th, 2016 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New Jersey

This General Release and Separation Agreement (this “Agreement”) is entered into between Alberino J. Celini, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “EMPLOYEE”) and Sun National Bank (“SNB”). It is presented to EMPLOYEE on the date indicated below.

SECURITIES PURCHASE AGREEMENT dated as of July 7, 2010 between SUN BANCORP, INC. and Maycomb Holdings II, LLC Maycomb Holdings III, LLC Siguler Guff Distressed Opportunities Fund IV, LP Siguler Guff Distressed Opportunities Fund IV (T), LP
Securities Purchase Agreement • July 13th, 2010 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New York

SECURITIES PURCHASE AGREEMENT, dated as of July 7, 2010 (this "Agreement"), between Sun Bancorp, Inc., a New Jersey corporation (the "Company"), and Maycomb Holdings II, LLC, Maycomb Holdings III, LLC, Siguler Guff Distressed Opportunities Fund IV, LP, and Siguler Guff Distressed Opportunities Fund IV (T), LP (collectively, the "Investors").

CONSULTING AGREEMENT
Consulting Agreement • January 6th, 2010 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New Jersey

This Consulting Agreement (“Agreement”) is entered into this 4th day of January 2010 (“Effective Date”) by and between Sun Bancorp, Inc. (the “Company”) with its primary place of business headquartered in Vineland, New Jersey and Dan Chila (“Consultant”).

Contract
Stock Purchase Agreement • March 22nd, 2011 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New York

THIS AGREEMENT, dated as of March 16, 2011 (this "Agreement"), between Sun Bancorp, Inc., a New Jersey corporation (the "Company"), and a fund managed by Anchorage Capital Group LLC, a Delaware limited liability company, acting on behalf of a yet-to-be-designated investment fund that it advises (the "Investor").

SUN BANCORP, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT As Amended and Restated
Change in Control Severance Agreement • October 24th, 2007 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New Jersey

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this 18th day of October, 2007 ("Effective Date"), by and between Sun Bancorp, Inc. (the "Company") and Sidney R. Brown (the "Executive").

STOCK AWARD AGREEMENT PURSUANT TO THE SUN BANCORP, INC. FOR NON-EMPLOYEE DIRECTORS
Stock Award Agreement • September 9th, 2011 • Sun Bancorp Inc /Nj/ • Commercial banks, nec

Stock Award. This Agreement shall constitute an award of common stock ("Stock Award") to ___________________ (“Participant”) related to continuation of services as a director with Sun Bancorp, Inc. (“Company”) and Sun National Bank (the “Bank”) for the period beginning as of ________________ (“Date of Grant”) in accordance with the terms and conditions set forth herein, as follows:

SUN NATIONAL BANK CHANGE IN CONTROL SEVERANCE AGREEMENT Amended and Restated
Change in Control Severance Agreement • March 14th, 2014 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New Jersey

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) entered into this 18th day of December, 2008 (“Effective Date”), by and between Sun National Bank (the “Bank”) and Bradley J. Fouss (the “Executive”).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • August 17th, 2009 • Sun Bancorp Inc /Nj/ • Commercial banks, nec • New Jersey

This Separation Agreement and General Release (“Agreement”) is entered into by and among Sun Bancorp, Inc., Vineland, New Jersey (the “Company”) and Sun National Bank, Vineland, New Jersey (the “Bank”), on the one hand, and Dan A. Chila (“Employee”), on the other hand, on this 17th day of August, 2009 (“Agreement Effective Date”).

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