First Community Bank Corp of America Sample Contracts

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SECURITIES PURCHASE AGREEMENT STANDARD TERMS
Securities Purchase Agreement • December 29th, 2008 • First Community Bank Corp of America • Savings institution, federally chartered • New York

WHEREAS, the United States Department of the Treasury (the “Investor”) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program (“CPP”);

AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND AMONG FIRST COMMUNITY BANK CORPORATION OF AMERICA AND FIRST COMMUNITY BANK OF AMERICA AND KENNETH P. CHERVEN
Employment Agreement • March 31st, 2010 • First Community Bank Corp of America • Savings institution, federally chartered • Florida

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 29th day of November, 2004, by and among First Community Bank Corporation of America (“Corporation”), First Community Bank of America (“Bank”) and Kenneth P. Cherven (“Employee”). The Corporation and the Bank are collectively referred to herein as “Employer.” Employer and Employee are collectively referred to herein as the “Parties.”

ACQUISITION AGREEMENT BY AND AMONG CBM FLORIDA HOLDING COMPANY, COMMUNITY BANK OF MANATEE, FIRST COMMUNITY BANK CORPORATION OF AMERICA AND FIRST COMMUNITY BANK OF AMERICA DATED AS OF FEBRUARY 10, 2011
Acquisition Agreement • February 15th, 2011 • First Community Bank Corp of America • Savings institution, federally chartered • Florida

ACQUISITION AGREEMENT, dated as of February 10, 2011 (this “Agreement”), by and among CBM FLORIDA HOLDING COMPANY, a Delaware corporation (“Parent”); COMMUNITY BANK OF MANATEE, Florida chartered commercial bank (“CBM”); FIRST COMMUNITY BANK CORPORATION OF AMERICA, a Florida corporation (the “Company”); and FIRST COMMUNITY BANK OF AMERICA, a federal savings association (the “Bank”).

Letter Agreement UNITED STATES DEPARTMENT OF THE TREASURY
Letter Agreement • December 29th, 2008 • First Community Bank Corp of America • Savings institution, federally chartered • Washington

The company set forth on the signature page hereto (the “Company”) intends to issue in a private placement the number of shares of a series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant” and, together with the Preferred Shares, the “Purchased Securities”) and the United States Department of the Treasury (the “Investor”) intends to purchase from the Company the Purchased Securities.

WITNESSETH:
Escrow Agreement • April 7th, 2003 • First Community Bank Corp of America • Florida
TRUST AGREEMENT
Trust Agreement • November 18th, 2009 • First Community Bank Corp of America • Savings institution, federally chartered • Delaware

This TRUST AGREEMENT, dated as of November 16, 2009 (this “Trust Agreement”), between (i) First Community Bank Corporation of America, a Florida corporation (the “Sponsor”), and (ii) Wilmington Trust Company, a Delaware banking corporation, as trustee (together with any other trustees of the Trust, the “Trustees”), The Sponsor and the Trustees hereby agree as follows:

FIRST COMMUNITY BANK CORPORATION OF AMERICA December 23, 2008
Securities Purchase Agreement • December 29th, 2008 • First Community Bank Corp of America • Savings institution, federally chartered

First Community Bank Corporation of America (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of the Treasury (the “Treasury”) that provides, among other things, for the purchase by the Treasury of securities issued by the Company. This purchase is anticipated to occur as part of the Company’s participation in the Treasury’s Troubled Asset Relief Program - Capital Purchase Program (the “CPP”).

NON-COMPETITION, NON-SOLICITATION, AND NON-DISCLOSURE AGREEMENT
Non-Competition • December 21st, 2009 • First Community Bank Corp of America • Savings institution, federally chartered • Florida

THIS NON-COMPETITION, NON-SOLICITATION, AND NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into by and among First Community Bank Corporation of America, First Community Bank of America (collectively, “Employer”) and Clifton E. Tufts (“Employee”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND AMONG FIRST COMMUNITY BANK CORPORATION OF AMERICA AND FIRST COMMUNITY BANK OF AMERICA AND KENNETH P. CHERVEN
Employment Agreement • March 15th, 2011 • First Community Bank Corp of America • Savings institution, federally chartered

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), dated as of the 1st day of March, 2011, amends that certain Amended And Restated Employment Agreement, dated November 29, 2004 (the “Employment Agreement”), by and among First Community Bank Corporation of America (the “Corporation”), First Community Bank of America (the “Bank”) and Kenneth P. Cherven (the “Employee”). The Corporation and the Bank are collectively referred to herein as “Employer.” Employer and Employee are collectively referred to herein as the “Parties.”

SECURITIES PURCHASE AGREEMENT by and between THE UNITED STATES DEPARTMENT OF THE TREASURY and FIRST COMMUNITY BANK CORPORATION OF AMERICA Dated as of March 11, 2011
Securities Purchase Agreement • March 15th, 2011 • First Community Bank Corp of America • Savings institution, federally chartered • New York

THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of March 11, 2011, by and between the United States Department of the Treasury (the “Seller”) and First Community Bank Corporation of America, a Florida corporation (the “Company”).

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