Capital Bank Corp Sample Contracts

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ARTICLE I DEFINED TERMS
Merger Agreement • October 12th, 2001 • Capital Bank Corp • State commercial banks • North Carolina
EXHIBIT 10.08*
Service Agreement • March 29th, 2002 • Capital Bank Corp • State commercial banks
WITNESSETH:
Lease • October 19th, 1998 • Capital Bank Corp • North Carolina
WITNESSETH:
Lease Agreement • October 19th, 1998 • Capital Bank Corp • North Carolina
SUBLEASE
Sublease • October 19th, 1998 • Capital Bank Corp
RECITALS
Change in Control Severance Agreement • March 27th, 2000 • Capital Bank Corp • State commercial banks • North Carolina
MERGER AGREEMENT DATED AS OF JUNE 29, 2005 BY AND BETWEEN CAPITAL BANK CORPORATION
Merger Agreement • June 29th, 2005 • Capital Bank Corp • State commercial banks • North Carolina
ARTICLE I
Merger Agreement • May 2nd, 2002 • Capital Bank Corp • State commercial banks • North Carolina
Exhibit 10.1 AGREEMENT
Resignation Agreement • April 28th, 2005 • Capital Bank Corp • State commercial banks
INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 1st, 2011 • Capital Bank Corp • State commercial banks • North Carolina

AGREEMENT, dated as of January 28, 2011, by and between Capital Bank Corporation, a corporation organized under the laws of the State of North Carolina (the “Company”), and [name] (the “Indemnitee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 1st, 2011 • Capital Bank Corp • State commercial banks • North Carolina

AGREEMENT, dated as of January 28, 2011, by and between Capital Bank, a North Carolina state-chartered banking corporation and a banking subsidiary of Capital Bank Corporation (the “Bank”), and [name] (the “Indemnitee”).

COMMERCIAL PLEDGE AGREEMENT
Commercial Pledge Agreement • January 3rd, 2006 • Capital Bank Corp • State commercial banks

THIS COMMERCIAL PLEDGE AGREEMENT dated December 27, 2005 is made and executed between Capital Bank Corporation ("Grantor") and First Tennessee Bank National Association ("Lender").

REGISTRATION RIGHTS AGREEMENT dated as of January 28, 2011 by and between CAPITAL BANK CORPORATION and NORTH AMERICAN FINANCIAL HOLDINGS, INC.
Registration Rights Agreement • February 1st, 2011 • Capital Bank Corp • State commercial banks • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of January 28, 2011, by and between Capital Bank Corporation, a corporation organized under the laws of the State of North Carolina (the “Company”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”).

● Shares CAPITAL BANK CORPORATION Common Stock, no par value per share FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • December 4th, 2009 • Capital Bank Corp • State commercial banks • New York

Sandler O’Neill & Partners, L.P., as Representative of the Underwriters named in Schedule I hereto, 919 Third Avenue, 6th Floor New York, New York 10022

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CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • February 1st, 2011 • Capital Bank Corp • State commercial banks • North Carolina

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 28, 2011 (this “Agreement”), is entered into by Capital Bank Corporation, a corporation organized under the laws of the State of North Carolina (the “Company”) for the benefit of the Holders (as defined herein).

EXECUTION COPY INVESTMENT AGREEMENT dated as of November 3, 2010 among CAPITAL BANK CORPORATION, CAPITAL BANK and NORTH AMERICAN FINANCIAL HOLDINGS, INC.
Investment Agreement • November 4th, 2010 • Capital Bank Corp • State commercial banks • North Carolina

INVESTMENT AGREEMENT, dated as of November 3, 2010 (this “Agreement”), among Capital Bank Corporation, a corporation organized under the laws of the State of North Carolina (the “Company”), Capital Bank, a North Carolina state-chartered banking corporation and a banking subsidiary of the Company (the “Bank”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 22nd, 2008 • Capital Bank Corp • State commercial banks • North Carolina

This Amended and Restated Employment Agreement (“Agreement”), effective as of the 17th day of September, 2008 (the “Effective Date”), is made and entered into between Capital Bank (hereinafter the “Bank”), and Mark Redmond (hereinafter “Employee”).

AGREEMENT OF MERGER OF CAPITAL BANK WITH AND INTO NAFH National Bank
Merger Agreement • July 7th, 2011 • Capital Bank Corp • State commercial banks

THIS AGREEMENT OF MERGER, dated as of June 30, 2011 (this “Agreement”), is made and entered into between NAFH National Bank (“NAFH Bank”) and Capital Bank (“Capital Bank”).

PURCHASE AND ASSUMPTION AGREEMENT dated as of September 24, 2008 between CAPITAL BANK and OMNI NATIONAL BANK
Purchase and Assumption Agreement • November 7th, 2008 • Capital Bank Corp • State commercial banks • North Carolina

THIS PURCHASE AND ASSUMPTION AGREEMENT is dated as of September 24, 2008, between CAPITAL BANK, a North Carolina state-chartered bank (“Purchaser”), and OMNI NATIONAL BANK, a bank chartered under the laws of the United States (“Seller”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 9th, 2006 • Capital Bank Corp • State commercial banks • North Carolina

This Employment Agreement (“Agreement”), dated as of January 3, 2006, is made and entered into by CAPITAL BANK (hereinafter the “Bank”), and A. CHRISTINE BAKER (hereinafter the “Employee”).

CAPITAL BANK CORPORATION INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • July 20th, 2009 • Capital Bank Corp • State commercial banks • North Carolina

THIS INCENTIVE STOCK OPTION AGREEMENT is made as of the _____day of __________, 20___, by and between Capital Bank Corporation (the "Corporation") and the individual specified above, an employee of the Corporation or any subsidiary of the Corporation (the "Participant").

LIST AND AGREEMENT TO FURNISH OMITTED SCHEDULES TO MERGER AGREEMENT Company Disclosure Schedule
Merger Agreement • July 3rd, 2002 • Capital Bank Corp • State commercial banks

The registrant hereby agrees to furnish supplementally a copy of any omitted schedules to the Securities and Exchange Commission upon request.

CAPITAL BANK CORPORATION EQUITY INCENTIVE PLAN STOCK AWARD AGREEMENT
Stock Award Agreement • December 28th, 2007 • Capital Bank Corp • State commercial banks • North Carolina

THIS STOCK AWARD AGREEMENT (this “Agreement”) is dated as of [date] (the “Grant Date”) by and between Capital Bank Corporation, a North Carolina corporation (the “Corporation”), and [participant name] (the “Participant”) pursuant to the Capital Bank Corporation Equity Incentive Plan (the “Plan”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 18th, 2011 • Capital Bank Corp • State commercial banks

This AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into this 14th day of January, 2011 by and among CAPITAL BANK (the “Bank”), CAPITAL BANK CORPORATION (“CBC”) and B. Grant Yarber (“Employee”). CBC, along with the Bank, sometimes collectively referred to herein as the “Corporation”.

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 5th, 2012 • Capital Bank Corp • State commercial banks • North Carolina

This AMENDMENT NO. 2 (this “Amendment”) to Agreement and Plan of Merger is made and entered into as of September 25, 2012, by and between Southern Community Financial Corporation, a North Carolina corporation (“Company”), Capital Bank Financial Corp, a Delaware corporation (“Parent”), and Winston 23 Corporation, a North Carolina corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 22nd, 2008 • Capital Bank Corp • State commercial banks • North Carolina

This Amended and Restated Employment Agreement (“Agreement”), effective as of the 17th day of September, 2008 (the “Effective Date”), is made and entered into by Capital Bank (hereinafter the “Bank”), and B. Grant Yarber (hereinafter “Employee”).

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