Bancshares of Florida Inc Sample Contracts

EXHIBIT 10.5
Incentive Stock Option Agreement • March 30th, 2000 • Citizens Bancshares of Southwest Florida Inc • National commercial banks
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FOR
Employment Agreement • May 7th, 1999 • Citizens Bancshares of Southwest Florida Inc • National commercial banks • Florida
EMPLOYMENT AGREEMENT BY AND BETWEEN BANK OF FLORIDA AND MARTIN P. MAHAN
Employment Agreement • March 28th, 2003 • Bancshares of Florida Inc • National commercial banks • Florida
FOR
Employment Agreement • March 24th, 1999 • Citizens Bancshares of Southwest Florida Inc • Florida
EMPLOYMENT AGREEMENT For
Employment Agreement • December 3rd, 2001 • Citizens Bancshares of Southwest Florida Inc • National commercial banks • Florida
2,500,000 Shares* BANCSHARES OF FLORIDA, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 24th, 2006 • Bancshares of Florida Inc • National commercial banks • Florida

Bancshares of Florida, Inc., a Florida corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 2,500,000 shares of its Common Stock, par value $0.01 per share (the “Common Stock”). The aggregate of 2,500,000 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 375,000 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”

April 28, 1999 EMPLOYMENT AGREEMENT For
Employment Agreement • December 3rd, 2001 • Citizens Bancshares of Southwest Florida Inc • National commercial banks • Florida
BANK OF FLORIDA CORPORATION AMENDED & RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 9th, 2007 • Bank of Florida Corp • National commercial banks • Florida

THIS AMENDED & RESTATED CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into by and between Bank of Florida Corporation (“Employer”) and John B. James (“Employee”).

BANK OF FLORIDA CORPORATION PLAN A CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 9th, 2009 • Bank of Florida Corp • National commercial banks • Florida

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into by and between Bank of Florida Corporation (“Employer”) and Roberto Pelaez, Bank of Florida – Southeast Area President (“Employee”).

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • April 12th, 2010 • Bank of Florida Corp • National commercial banks • Florida
Form of Underwriting Agreement
Underwriting Agreement • June 24th, 2004 • Bancshares of Florida Inc • National commercial banks • New York

Bancshares of Florida, Inc., a Florida corporation (the “Company”), proposes, subject to the terms and conditions stated herein to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”) an aggregate of 1,250,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). If the Representative is the only firm named in Schedule I hereto, then the terms “Underwriters” and “Representative,” as used herein shall each be deemed to refer to such firm.

BANK OF FLORIDA CORPORATION PLAN A CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 5th, 2008 • Bank of Florida Corp • National commercial banks • Florida

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into by and between Bank of Florida Corporation (“Employer”) and Charles Tipton, Senior Lender and Pinellas Area President, Bank of Florida – Tampa Bay (“Employee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN BANCSHARES OF FLORIDA, INC. AND CRAIG D. SHERMAN
Employment Agreement • October 3rd, 2006 • Bancshares of Florida Inc • National commercial banks • Florida

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 1st day of September, 2006, by and between Bancshares of Florida, Inc. (“Bancshares” or “Employer”) and Craig D. Sherman (“Employee”). Employer and Employee are collectively referred to herein as the “Parties.”

DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • March 9th, 2009 • Bank of Florida Corp • National commercial banks • Florida

THIS DEFERRED COMPENSATION AGREEMENT (“Agreement”) has been entered into on this 21st day of December, 2008, by and between Bank of Florida Corporation (“Company”) and John S. Chaperon (“Executive”).

EXHIBIT 10.3.1
Employment Agreement • March 30th, 2000 • Citizens Bancshares of Southwest Florida Inc • National commercial banks
BANK OF FLORIDA EMPLOYEE SEVERANCE AGREEMENT
Employee Severance Agreement • August 13th, 2003 • Bancshares of Florida Inc • National commercial banks • Florida

THIS EMPLOYEE SEVERANCE AGREEMENT (“Agreement”) is entered into by and among Bank of Florida (“Employer”), and Terry E. Best (“Employee”).

BANK OF FLORIDA CORPORATION PLAN B CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 5th, 2008 • Bank of Florida Corp • National commercial banks • Florida

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into by and between Bank of Florida Corporation (“Employer”) and John S. Chaperon (“Employee”).

FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C.
Consent Order • May 26th, 2010 • Bank of Florida Corp • National commercial banks

Subject to the acceptance of this STIPULATION TO THE ISSUANCE OF A CONSENT ORDER (“CONSENT AGREEMENT”) by the Federal Deposit Insurance Corporation (“FDIC”), it is hereby stipulated and agreed by and between a representative of the Legal Division of the FDIC and Bank of Florida – Tampa Bay, Tampa, Florida (“Bank”), through its board of directors, as follows.

PLACEMENT AGENT AGREEMENT April [ ], 2010
Placement Agent Agreement • April 12th, 2010 • Bank of Florida Corp • National commercial banks • Florida

Bank of Florida Corporation (“BOFL”) hereby confirms its agreement with Kendrick Pierce & Company Securities, Inc. (the “Placement Agent” or “you”) as follows:

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FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C.
Consent Order • May 26th, 2010 • Bank of Florida Corp • National commercial banks

Subject to the acceptance of this STIPULATION TO THE ISSUANCE OF A CONSENT ORDER (“CONSENT AGREEMENT”) by the Federal Deposit Insurance Corporation (“FDIC”), it is hereby stipulated and agreed by and between a representative of the Legal Division of the FDIC and Bank of Florida-Southwest, Naples, Florida (“Bank”), through its board of directors, as follows.

ESCROW ACCOUNT AGREEMENT
Escrow Account Agreement • March 12th, 2010 • Bank of Florida Corp • National commercial banks • California

This Escrow Account Agreement (the “Agreement”) is made as of by and among Bank of Florida Corporation, a Florida Corporation (“Company”), , a member of the Financial Industry Regulatory Authority and a placement agent for the Company (“AAA”), , a member of the Financial Industry Regulatory Authority and the dealer manager and a placement agent for the Company (“BBB”) and Pacific Coast Bankers’ Bank, a California banking corporation (“Escrow Agent”).

LEASE SECTION 1- PREMISES, USE, TERM, IMPROVEMENTS
Lease • September 10th, 2002 • Bancshares of Florida Inc • National commercial banks • Florida
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 15th, 2005 • Bancshares of Florida Inc • National commercial banks • Florida

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 11, 2005, by and among Bancshares of Florida, Inc., a Florida corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).

Form of BANK OF FLORIDA – TAMPA BAY ACQUISITION AGREEMENT
Acquisition Agreement • June 24th, 2004 • Bancshares of Florida Inc • National commercial banks • Florida

This Acquisition Agreement (“Agreement”) is made this day of , 2004 (“Effective Date”), by and between Bancshares of Florida, Inc. (“Bancshares”) and the undersigned founding directors (each a “Founding Director” and collectively, the “Founding Directors”) of Bank of Florida – Tampa Bay (In Organization) (“Bank”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • March 13th, 2006 • Bancshares of Florida Inc • National commercial banks • Florida

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made effective as of March 7, 2006, by and among Bancshares of Florida, Inc. (“Bancshares”), a Florida corporation, and Bank of Florida (“BOF”), a Florida banking corporation and Bristol Bank (“Bristol”), a Florida banking corporation. Bancshares, BOF and Bristol shall be hereinafter collectively referred to as the “Constituent Corporations.”

AGREEMENT AND PLAN OF MERGER
Merger Agreement • August 29th, 2006 • Bancshares of Florida Inc • National commercial banks • Florida

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made this 28th day of August, 2006 by and among Bancshares of Florida, Inc. (“Bancshares”), a Florida corporation, and Bank of Florida – Southwest (“BOF”), a Florida state banking corporation, on the one hand, and Old Florida Bankshares, Inc. (“Old Florida”), a Florida corporation, and Old Florida Bank (“OFB”), a Florida state banking corporation, on the other hand. Bancshares, BOF, Old Florida and OFB are collectively referred to herein as the “Parties” and each of them is referred to herein as a “Party.”

AGREEMENT AND PLAN OF MERGER
Merger Agreement • December 22nd, 2003 • Bancshares of Florida Inc • National commercial banks • Florida

This Agreement and Plan of Merger (“Plan of Merger”) is entered into this 18th day of December, 2003, by and between Bancshares of Florida, Inc., a Florida corporation (“Bancshares”), and Horizon Financial Corp., a Florida corporation (“Horizon”).

BANCSHARES OF FLORIDA, INC. CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 1st, 2006 • Bancshares of Florida Inc • National commercial banks • Florida

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into by and between Bancshares of Florida, Inc. (“Employer”) and Charles K. Cross (“Employee”).

ASSET PURCHASE AGREEMENT by and between IBERIABANK and FLORIDA TRUST COMPANY February 21, 2011
Asset Purchase Agreement • February 22nd, 2011 • Bank of Florida Corp • National commercial banks • Louisiana

This ASSET PURCHASE AGREEMENT (the “Agreement”) is dated February 21, 2011, by and among IBERIABANK, a Louisiana banking corporation (“Purchaser”), and Florida Trust Company (“Seller”).

EMPLOYMENT AGREEMENT For CHIEF EXECUTIVE OFFICER
Employment Agreement • September 10th, 2002 • Bancshares of Florida Inc • National commercial banks • Florida

THIS AGREEMENT, dated October 1, 2001, by and among Citizens National Bank of Southwest Florida (the “Employer”) and John B. James (“Executive”).

BANCSHARES OF FLORIDA, INC. CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 1st, 2006 • Bancshares of Florida Inc • National commercial banks • Florida

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into by and between Bancshares of Florida, Inc. (“Employer”) and Roy N. Hellwege (“Employee”).

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