EXHIBIT 1.1 VAIL BANKS, INC. 1,600,000 SHARES* COMMON STOCK UNDERWRITING AGREEMENT ---------------Underwriting Agreement • November 30th, 1998 • Vail Banks Inc • State commercial banks • California
VAIL BANKS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLANRestricted Stock Award Agreement • March 30th, 2000 • Vail Banks Inc • State commercial banks • Colorado
ARTICLE I ---------Reorganization Agreement • May 31st, 2000 • Vail Banks Inc • State commercial banks • Colorado
VAIL BANKS, INC. ANDStock Purchase Agreement • July 31st, 1998 • Vail Banks Inc • Colorado
ANDMerger Agreement • July 31st, 1998 • Vail Banks Inc • Colorado
THE WALLACH COMPANY INVESTMENT BANKERS March 20, 1998Investment Banking Agreement • July 31st, 1998 • Vail Banks Inc
RECITALSLoan Agreement • July 31st, 1998 • Vail Banks Inc • Georgia
CHANGE IN CONTROL SEVERANCE PAYMENT AGREEMENT This Agreement, made and entered into as of the 18th day of August, 2004, by and between VAIL BANKS, INC., a Colorado corporation (the "Company"), WESTSTAR BANK ("WestStar") and RAYMOND E. VERLINDE...Severance Payment Agreement • November 15th, 2004 • Vail Banks Inc • State commercial banks • Colorado
VAIL BANKS, INC. ANDMerger Agreement • November 10th, 1998 • Vail Banks Inc • State commercial banks • Colorado
CHANGE IN CONTROL SEVERANCE PAYMENT AGREEMENTSeverance Payment Agreement • November 7th, 2003 • Vail Banks Inc • State commercial banks • Colorado
This Agreement, made and entered into as of the 18th day of August, 2003, by and between VAIL BANKS, INC., a Colorado corporation (the “Company”), and DAN E. GODEC (hereinafter called the “Executive”),
NOTICERestricted Stock Award Agreement • March 25th, 2005 • Vail Banks Inc • State commercial banks • Colorado
This Restricted Stock Award Agreement (“Agreement”) will be valid only if the Grantee executes and delivers this Agreement and the attached Stock Power of Attorney to Vail Banks, Inc., Attn: Lisa M. Dillon on or before March ___, 2005.
NOTICERestricted Stock Award Agreement • October 26th, 2005 • Vail Banks Inc • State commercial banks • Colorado
This Restricted Stock Award Agreement (“Agreement”) will be valid only if the Grantee executes and delivers this Agreement and the attached Stock Power of Attorney to Vail Banks, Inc., Attn: Lisa M. Dillon on or before November 1, 2005.
CHANGE IN CONTROL SEVERANCE PAYMENT AGREEMENTSeverance Payment Agreement • March 29th, 2005 • Vail Banks Inc • State commercial banks • Colorado
This Agreement, made and entered into as of the 9th day of July, 2001, by and between Bank WestStar Bank, a state chartered bank (the "Bank") and a wholly owned subsidiary of Vail Banks, Inc., and Paul M. Ferguson (hereinafter called the "Executive"),
COMPENSATION AGREEMENT THIS AGREEMENT is made and entered into as of this 1st day of January, 2004, by and between VAIL BANKS, INC., a Colorado corporation (the “Company”), and E.B. CHESTER (“Employee”).Compensation Agreement • March 31st, 2006 • Vail Banks Inc • State commercial banks • Colorado
WHEREAS, Employee is currently rendering valuable services to the Company and the Company wishes to assure itself of Employee’s continued participation in the business and affairs of the Company; and
ContractContract to Buy and Sell Real Estate (Commercial) • March 30th, 2004 • Vail Banks Inc • State commercial banks
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL, BEFORE SIGNING.
WITNESSETH:General Release and Agreement • April 17th, 2001 • Vail Banks Inc • State commercial banks • Colorado
CHANGE IN CONTROL SEVERANCE PAYMENT AGREEMENTSeverance Payment Agreement • August 25th, 2005 • Vail Banks Inc • State commercial banks • Colorado
This Agreement, made and entered into as of the 22nd day of August, 2005, by and between Vail Banks, Inc. and WestStar Bank (collectively referred to as the “Company”), and Brady Burt (hereinafter called the “Executive”),
FORM OF RESTRICTED STOCK AWARD AGREEMENT under the VAIL BANKS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLANRestricted Stock Award Agreement • March 29th, 2002 • Vail Banks Inc • State commercial banks • Colorado
WHEREAS, the Company maintains the Vail Banks, Inc. Amended and Restated Stock Incentive Plan (the "Plan"), and the Grantee has been selected by the Committee to receive a Restricted Stock Award under the Plan;
Vail Banks, Inc. May 31, 2006Change in Control Severance Payment Agreement • June 1st, 2006 • Vail Banks Inc • State commercial banks
This letter agreement (this “Agreement”) is to confirm the agreements, arrangements and understandings relating to the payments that you will become entitled to receive in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and among U.S. Bancorp, Powder Acquisition Corp., and Vail Banks, Inc. (the “Company”), dated May 31, 2006. The agreements, arrangement and understandings contained herein supersede in their entirety each of the Change in Control Severance Payment Agreement between you and the Company, dated as of November 19, 1999 (the “CIC Agreement”) and the Compensation Agreement between you and the Company, dated as of January 1, 2004 (the “Compensation Agreement”). The commitments set forth in this letter agreement are subject to the consummation of the Merger (as defined in the Merger Agreement). All terms not otherwise defined herein shall have the meaning given to them in the Merger Agreement.
VAIL BANKS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT (Incentive Stock Option)Stock Option Agreement • August 25th, 2005 • Vail Banks Inc • State commercial banks • Colorado
THIS OPTION AGREEMENT (the “Agreement”) is entered into effective as of the 22nd day of August, 2005 by and between VAIL BANKS, INC., a Colorado bank holding company (the “Company”), and the employee designated above (the “Optionee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG U.S. BANCORP, POWDER ACQUISITION CORP. AND VAIL BANKS, INC. DATED AS OF MAY 31, 2006Merger Agreement • June 1st, 2006 • Vail Banks Inc • State commercial banks • New York
This AGREEMENT AND PLAN OF MERGER, dated as of May 31, 2006 (this “Agreement”), is entered into by and among U.S. Bancorp, a Delaware corporation (“Acquirer”), Powder Acquisition Corp., a Colorado corporation (“Merger Sub”), and Vail Banks, Inc., a Colorado corporation (“VBI”). Acquirer, Merger Sub and VBI are collectively referred to herein as the “Parties.”
EXHIBIT 10.5 ------------ CONSULTING AGREEMENTConsulting Agreement • July 31st, 1998 • Vail Banks Inc • Colorado
