Georgia-Carolina Bancshares, Inc Sample Contracts

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COMMON STOCK
Georgia Carolina Bancshares Inc • October 2nd, 1998 • North Carolina
AGREEMENT
Agreement • November 14th, 1997 • Pinnacle Bancshares Inc /Ga
SEPARATION AGREEMENT
Separation Agreement • June 24th, 2014 • Georgia-Carolina Bancshares, Inc • State commercial banks • Georgia

This SEPARATION AGREEMENT (this “Agreement”) is entered into as of June 23, 2014, by and between First Bank of Georgia, a Georgia state-chartered bank (the “Bank”) and Remer Y. Brinson, III (the “Officer”), to become effective immediately following the closing of that certain Agreement and Plan of Merger (the “Merger Agreement”) dated on or about the date hereof by and between State Bank Financial Corporation (the “Holding Company”) and Georgia-Carolina Bancshares, Inc., the holding company for the Bank (“Seller”) The date of such Closing is referred to herein as the “Effective Date.” Capitalized terms used but not defined herein shall have the same meanings as in the Merger Agreement.

AGREEMENT AND PLAN OF MERGER By And Between STATE BANK FINANCIAL CORPORATION (Buyer) and GEORGIA-CAROLINA BANCSHARES, INC. (Seller) Dated as of June 23, 2014
Agreement and Plan of Merger • June 24th, 2014 • Georgia-Carolina Bancshares, Inc • State commercial banks • Georgia

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 23, 2014 is by and between State Bank Financial Corporation (“Buyer”), a Georgia corporation and registered bank holding company for State Bank and Trust Company, a Georgia state-chartered bank (“State Bank”), and Georgia-Carolina Bancshares, Inc. (“Seller”), a Georgia corporation and registered bank holding company for First Bank of Georgia, a Georgia state-chartered bank (“First Bank”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 9.1 of this Agreement.

FIRST AMENDMENT TO THE SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • June 24th, 2014 • Georgia-Carolina Bancshares, Inc • State commercial banks

This First Amendment to the Severance Protection Agreement (this “Amendment”) is made by and between FIRST BANK OF GEORGIA, a banking corporation chartered under the laws of the State of Georgia (the “Bank”) and REMER Y. BRINSON, III (the “Employee”), effective this 19th day of June, 2014 (the “Effective Date”):

Compensation Arrangements with Remer Y. Brinson, III
Georgia-Carolina Bancshares, Inc • March 20th, 2013 • State commercial banks

Neither Georgia-Carolina Bancshares, Inc. (“Company”), nor First Bank of Georgia (“Bank”), has a written employment agreement with Remer Y. Brinson, III, President and Chief Executive Officer of Georgia-Carolina Bancshares, Inc. and First Bank of Georgia. Mr. Brinson’s current (2013) salary is $309,750 and Mr. Brinson is eligible for an annual incentive award under the Bank’s Annual Incentive Plan, pursuant to which he received $106,200 for his performance in 2012. See Exhibit 10.8 for a description of Mr. Brinson’s Annual Incentive Plan. Mr. Brinson is eligible for stock option, restricted stock and other awards under the Company’s incentive plans as determined from time to time by the Board of Directors of the Company. In addition, Mr. Brinson participates in the Bank’s medical, dental, life and disability insurance plans and he may participate in the Company’s 401(k) plan. Mr. Brinson also receives the following perquisites: payment of private and civic club membership dues, provisi

Compensation Arrangements with Remer Y. Brinson, III
Georgia-Carolina Bancshares, Inc • March 20th, 2012 • State commercial banks

Neither Georgia-Carolina Bancshares, Inc. (“Company”), nor First Bank of Georgia (“Bank”), has a written employment agreement with Remer Y. Brinson, III, President and Chief Executive Officer of Georgia-Carolina Bancshares, Inc. and First Bank of Georgia. Mr. Brinson’s current (2012) salary is $295,000 and Mr. Brinson is eligible for an annual incentive award under the Bank’s Annual Incentive Plan, pursuant to which he received $59,149 for his performance in 2011. See Exhibit 10.8 for a description of Mr. Brinson’s Annual Incentive Plan. Mr. Brinson is eligible for stock option grants under the Company’s option plans as determined from time to time by the Board of Directors of the Company. In addition, Mr. Brinson participates in the Bank’s medical, dental, life and disability insurance plans and he may participate in the Company’s 401(k) plan. Mr. Brinson also receives the following perquisites: payment of private and civic club membership dues, provision of an automobile and an autom

SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • June 26th, 2009 • Georgia Carolina Bancshares Inc • State commercial banks

This Severance Protection Agreement (“Agreement”) is made by and between FIRST BANK OF GEORGIA, a banking corporation chartered under the laws of the State of Georgia (the “Bank”) and THOMAS J. FLOURNOY, an employee of the Bank (the “Employee”).

AMENDMENT NO. 1 TO THE
Georgia Carolina Bancshares Inc • January 26th, 1998
SHAREHOLDER SUPPORT AGREEMENT
Shareholder Support Agreement • June 24th, 2014 • Georgia-Carolina Bancshares, Inc • State commercial banks • Georgia

THIS SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2014, by and between State Bank Financial Corporation, a Georgia corporation (“Buyer”) and Georgia-Carolina Bancshares, Inc., a Georgia corporation (“Seller”), and the undersigned shareholder of Seller (the “Shareholder”).

SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • March 30th, 2007 • Georgia Carolina Bancshares Inc • State commercial banks

This Severance Protection Agreement (“Agreement”) is made by and between FIRST BANK. OF GEORGIA, a banking corporation chartered under the laws of the State of Georgia (the “Bank’) and REMER Y. BRINSON, an employee of the Bank (the “Employee”).

Compensation Arrangements with Remer Y. Brinson, III
Georgia Carolina Bancshares Inc • March 28th, 2008 • State commercial banks

Neither Georgia-Carolina Bancshares, Inc. (“Company”), nor First Bank of Georgia (“Bank”), has a written employment agreement with Remer Y. Brinson, III, President and Chief Executive Officer of First Bank of Georgia. Mr. Brinson’s current (2008) annual salary is $240,000 and Mr. Brinson is eligible for an annual incentive award under the Bank’s Annual Incentive Plan, pursuant to which he received $54,000 for his performance in 2007. See Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 for a description of the Annual Incentive Plan. Mr. Brinson is eligible for stock option grants under the Company’s option plans as determined from time to time by the Board of Directors of the Company. In addition, Mr. Brinson participates in the Bank’s medical, dental, life and disability insurance plans and he may participate in the Company’s 401(k) plan. Mr. Brinson also receives the following perquisites: payment of private and civic club membership dues,

Compensation Arrangements with Remer Y. Brinson, III
Georgia-Carolina Bancshares, Inc • March 7th, 2014 • State commercial banks

Neither Georgia-Carolina Bancshares, Inc. (“Company”), nor First Bank of Georgia (“Bank”), has a written employment agreement with Remer Y. Brinson, III, President and Chief Executive Officer of Georgia-Carolina Bancshares, Inc. and First Bank of Georgia. Mr. Brinson’s current (2014) salary is $320,000 and Mr. Brinson is eligible for an annual incentive award under the Bank’s Annual Incentive Plan, pursuant to which he received $185,857 for his performance in 2013. See Exhibit 10.8 for a description of Mr. Brinson’s Annual Incentive Plan. Mr. Brinson is eligible for stock option, restricted stock and other awards under the Company’s incentive plans as determined from time to time by the Board of Directors of the Company. In addition, Mr. Brinson participates in the Bank’s medical, dental, life and disability insurance plans and he may participate in the Company’s 401(k) plan. Mr. Brinson also receives the following perquisites: payment of private and civic club membership dues, provisi

FIRST BANK OF GEORGIA BONUS AWARD AGREEMENT
Bonus Award Agreement • June 24th, 2014 • Georgia-Carolina Bancshares, Inc • State commercial banks • Georgia

THIS BONUS AWARD AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2014 (the “Effective Date”) by and between First Bank of Georgia, a Georgia state-chartered Bank ( “First Bank”), and Remer Y. Brinson, III (the “Executive”);

SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • August 29th, 2006 • Georgia Carolina Bancshares Inc • State commercial banks

This Severance Protection Agreement ("Agreement") is made by and between FIRST BANK OF GEORGIA, a banking corporation chartered under the laws of the State of Georgia (the "Bank") and Bradley J. Gregory, an employee of the Bank (the "Employee").

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October __, 1998
Georgia Carolina Bancshares Inc • October 2nd, 1998
Compensation Arrangements with Remer Y. Brinson, III
Georgia-Carolina Bancshares, Inc • March 29th, 2011 • State commercial banks

Neither Georgia-Carolina Bancshares, Inc. (“Company”), nor First Bank of Georgia (“Bank”), has a written employment agreement with Remer Y. Brinson, III, President and Chief Executive Officer of Georgia-Carolina Bancshares, Inc. and First Bank of Georgia. Mr. Brinson’s current (2011) salary is $282,669 and Mr. Brinson is eligible for an annual incentive award under the Bank’s Annual Incentive Plan, pursuant to which he received $29,646 for his performance in 2010. See Exhibit 10.8 for a description of the Annual Incentive Plan. Mr. Brinson is eligible for stock option grants under the Company’s option plans as determined from time to time by the Board of Directors of the Company. In addition, Mr. Brinson participates in the Bank’s medical, dental, life and disability insurance plans and he may participate in the Company’s 401(k) plan. Mr. Brinson also receives the following perquisites: payment of private and civic club membership dues, provision of an automobile and an automobile allo

AMENDED AND RESTATED FIRST BANK OF GEORGIA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN PLAN DOCUMENT FOR KEY OFFICERS
Agreement • June 24th, 2014 • Georgia-Carolina Bancshares, Inc • State commercial banks • Georgia

This Agreement is executed this 24th day of June, 2014 by First Bank of Georgia (hereinafter sometimes referred as the “Company” or “Employer”), a bank duly organized under the laws of the state of Georgia, amending, restating and replacing, in its entirety, that certain agreement, dated as of October 22, 2007, by and between the Company and Remer Y. Brinson, III, and evidencing and sometimes referred to as the “First Bank of Georgia Supplemental Executive Retirement Plan” or the “Plan.”

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