Exhibit 10.6 VISION BANCSHARES, INC. SUBSCRIPTION AGREEMENT ---------------------- Vision Bancshares, Inc. 2201 West 1/st/ Street Gulf Shores, Alabama 36545 Gentlemen: I refer to the proposed sale by Vision Bancshares, Inc., an Alabama corporation...Subscription Agreement • January 29th, 2002 • Vision Bancshares Inc • Blank checks • Alabama
Exhibit 10.7 CHANGE OF CONTROL AGREEMENT BY AND BETWEEN VISION BANK AND ___________________ This Agreement is executed on this ____ day of ___________, ____ by and between Vision Bank, an Alabama banking corporation (hereinafter referred to as "the...Change of Control Agreement • January 29th, 2002 • Vision Bancshares Inc • Blank checks • Alabama
AMENDED AND RESTATED TRUST AGREEMENT among VISION BANCSHARES, INC., as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative TrusteesTrust Agreement • March 30th, 2006 • Vision Bancshares Inc • Savings institution, federally chartered • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 5, 2005, among (i) Vision Bancshares, Inc., an Alabama corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) William E. Blackmon, an individual, Matthew Ivers, an individual, and Siri Albright, an individual, each of whose address is c/o Vision Bancshares, Inc., P.O. Box 4649, Gulf Shores, Alabama 36547, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
JUNIOR SUBORDINATED INDENTURE between VISION BANCSHARES, INC. and WILMINGTON TRUST COMPANY, as TrusteeVision Bancshares Inc • March 30th, 2006 • Savings institution, federally chartered • New York
JUNIOR SUBORDINATED INDENTURE, dated as of December 5, 2005, between VISION BANCSHARES, INC., an Alabama corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
GUARANTEE AGREEMENT BETWEEN Vision Bancshares, Inc., AS GUARANTOR, AND Wilmington Trust Company, AS GUARANTEE TRUSTEE DATED AS OF DECEMBER 5, 2005 Vision Bancshares Trust IGuarantee Agreement • March 30th, 2006 • Vision Bancshares Inc • Savings institution, federally chartered • New York
GUARANTEE AGREEMENT, dated as of December 5, 2005, executed and delivered by VISION BANCSHARES, INC., an Alabama corporation (the “Guarantor”) having its principal office at P.O. Box 4649, Gulf Shores, Alabama 36547, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Vision Bancshares Trust I, a Delaware statutory trust (the “Issuer”).
Lease Agreement Between Vision Bank And Gulf Shores Investment Group, LLC Date March 1, 2002Lease Agreement • May 13th, 2002 • Vision Bancshares Inc • Savings institution, federally chartered • Alabama
EMPLOYMENT AGREEMENT FOR WILLIAM E. BLACKMONEmployment Agreement • September 20th, 2006 • Vision Bancshares Inc • Savings institution, federally chartered • Ohio
This Agreement is entered into this 14th day of September, 2006, by and among Park National Corporation (hereinafter referred to as “Park”); Vision Bank, an Alabama banking corporation (hereinafter referred to either as the “Employer” or the “Bank”) and William E. Blackmon (hereinafter referred to as the “Executive”).
PLACEMENT AGREEMENT among VISION BANCSHARES, INC., Vision Bancshares Trust I and CREDIT SUISSE FIRST BOSTON LLCPlacement Agreement • March 30th, 2006 • Vision Bancshares Inc • Savings institution, federally chartered • New York
Vision Bancshares, Inc., an Alabama corporation (the “Company”), and its financing subsidiary, Vision Bancshares Trust I, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agent (the “Placement Agent”), as follows:
LEASE AGREEMENT (MAIN OFFICE) FOR BANKING FACILITIES VISION BANK, FSB Panama City, FloridaLease Agreement • November 12th, 2004 • Vision Bancshares Inc • Savings institution, federally chartered • Florida
This Lease Agreement made and entered into on this the 1st day of August, 2004, between Bay County Investment Group, Florida limited liability company (hereinafter called “Landlord”), and VISION BANK, FSB, a Florida Corporation (hereinafter called “Tenant”). Tenant’s address for purposes hereof until commencement of the term of this Lease Agreement shall be c/o Daniel J. Sizemore, agent for Tenant, P.O. Box 1848, Panama City, Florida 32402 and thereafter shall be the Leased Premises (hereinafter defined).
AGREEMENT AND PLAN OF MERGER dated to be effective as of September 14, 2006 by and between PARK NATIONAL CORPORATION and VISION BANCSHARES, INC.Agreement and Plan of Merger • September 20th, 2006 • Vision Bancshares Inc • Savings institution, federally chartered • Ohio
This AGREEMENT AND PLAN OF MERGER, dated to be effective as of September 14, 2006, is made and entered into by and between Park National Corporation (“Park”), an Ohio corporation having its principal place of business in Newark, Ohio, and Vision Bancshares, Inc. (“Vision Bancshares”), an Alabama corporation having its principal place of business in Panama City, Florida.
Exhibit 10.4 ESCROW AGREEMENT THIS AGREEMENT is made and entered into as of this __ day of January, 2002 by and between Vision Bancshares, Inc., an Alabama corporation, and Vision Bank, an Alabama banking corporation (the "Escrow Agent"). WITNESSETH...Escrow Agreement • January 29th, 2002 • Vision Bancshares Inc • Blank checks
SERVICES AGREEMENTServices Agreement • March 27th, 2003 • Vision Bancshares Inc • Savings institution, federally chartered • Alabama
SERVICES AGREEMENT, dated October 24, 2002, by and between VISION BANCSHARES FINANCIAL GROUP, INC. (the “Company”), a wholly owned subsidiary of VISION BANK, an Alabama bank (the “Bank”), and SKIPPER INSURANCE AGENCIES, an Alabama corporation (“Skipper”).
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE VISION BANCSHARES, INC. INCENTIVE STOCK COMPENSATION PLANIncentive Stock Option Agreement • March 30th, 2005 • Vision Bancshares Inc • Savings institution, federally chartered
This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the of , , by and between Vision Bancshares, Inc., an Alabama corporation (the “Company”), and (“Employee”).
LEASE AGREEMENTLease Agreement • March 30th, 2005 • Vision Bancshares Inc • Savings institution, federally chartered • Alabama
THIS LEASE AGREEMENT is made this 1stday of February, 2005, by and between Forest View Apartments, Inc., an Alabama corporation, as Lessor, whose address is P.O. Box 506 Point Clear, AL 36564 and VISION BANK, an Alabama banking corporation hereinafter called Lessee, whose address is P.O. Box 4649, Gulf Shores, AL 36547
CHANGE IN CONTROL AND NON-COMPETITION AGREEMENTChange in Control And • December 14th, 2005 • Vision Bancshares Inc • Savings institution, federally chartered • Alabama
This AGREEMENT is executed and effective on this day of , 2005 (the “Agreement”) by and between Vision Bancshares, Inc., an Alabama corporation and (the “Employee”), and is joined in by Vision Bank, an Alabama banking corporation (the “Bank”).
LEASE PROVISIONSLease Provisions • November 13th, 2003 • Vision Bancshares Inc • Savings institution, federally chartered • Florida
Tenant is required to conform to local sign ordinances in addition to the following outdoor sign specifications unless TENANT obtains written approval from LANDNORD to deviate from SIGN REQUIREMENTS as stated hereto.
FORM OF FIRST AMENDMENT TO THE VISION BANK SALARY CONTINUATION PLAN DATED JULY 14, 2004 FORVision Bancshares Inc • June 27th, 2006 • Savings institution, federally chartered
THIS AMENDMENT is adopted this _____ day of ________________, 20___, effective as of the first day of January, 2005, by and between Vision Bank a state-chartered commercial bank located in ___________, _______ (the “Company”) and _________________ (the “Executive”).
LEASE AGREEMENT (ELBERTA, ALABAMA BRANCH) FOR BANKING FACILITIES VISION BANK Gulf Shores, AlabamaLease Agreement • March 30th, 2005 • Vision Bancshares Inc • Savings institution, federally chartered • Alabama
This Lease Agreement made and entered into on this the 1st day of November, 2004, between Elberta Holdings, LLC, an Alabama limited liability company (hereinafter called (“Landlord”), and VISION BANK, an Alabama banking corporation (hereinafter called (“Tenant”). Tenant’s address for purposes hereof is P. O. Box 4649, Gulf Shores, Alabama 36547.
STOCK OPTION AGREEMENT PURSUANT TO THE VISION BANCSHARES, INC. DIRECTOR STOCK PLANStock Option Agreement • March 30th, 2006 • Vision Bancshares Inc • Savings institution, federally chartered
This STOCK OPTION AGREEMENT (this “Agreement”) is made as of the day of , by and between Vision Bancshares, Inc., an Alabama corporation (the “Company”), and (“Director”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 14th, 2005 • Vision Bancshares Inc • Savings institution, federally chartered • Alabama
This AGREEMENT is executed and effective on this day of , 2005 (the “Agreement”) by and between Vision Bancshares, Inc., an Alabama corporation and (the “Employee”), and is joined in by Vision Bank, an Alabama banking corporation (the “Bank”).
GULFVIEW PLAZA Lease AgreementLease Agreement • August 12th, 2005 • Vision Bancshares Inc • Savings institution, federally chartered
SUBORDIANTION, NON-DISTURBANCE AND ATTORNMENT AGREEMENTAnd Attornment Agreement • March 30th, 2005 • Vision Bancshares Inc • Savings institution, federally chartered
THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”), is made as of February 1, 2005, by and among VISION BANK (“Tenant”), whose address is P. O. Box 4649, Gulf Shores, Alabama 36547, Forest View Apartments, Inc. (“Landlord”), whose address is P. O. Box 506, Point Clear, Alabama 36564 and First Gulf Bank (“Lender”), whose address is 949 Fairhope Avenue, Fairhope, Alabama 36532.
STOCK OPTION AGREEMENT PURSUANT TO THE VISION BANCSHARES, INC. DIRECTOR STOCK PLANStock Option Agreement • March 30th, 2005 • Vision Bancshares Inc • Savings institution, federally chartered
This STOCK OPTION AGREEMENT (this “Agreement”) is made as of the day of , by and between Vision Bancshares, Inc., an Alabama corporation (the “Company”), and (“Director”).
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE VISION BANCSHARES, INC. INCENTIVE STOCK COMPENSATION PLANIncentive Stock Option Agreement • March 30th, 2006 • Vision Bancshares Inc • Savings institution, federally chartered
The Company has determined that it is in the best interests of the Company and its shareholders to encourage ownership in the Company by qualified employees of the Company thereby providing additional incentive for them to continue in the employ of the Company or its affiliates. To that end, an Incentive Stock Option is granted by the Board of Directors to Employee pursuant, and subject to, the Company’s Incentive Stock Compensation Plan (“the Plan”) in the following terms and conditions:
STOCK PURCHASE AGREEMENT by and between VISION BANCSHARES, INC. and BANCTRUST FINANCIAL GROUP, INC. dated February 27, 2004Stock Purchase Agreement • March 12th, 2004 • Vision Bancshares Inc • Savings institution, federally chartered • Alabama
This Stock Purchase Agreement (“Agreement”), dated the 27th day of February, 2004, has been entered into by and between VISION BANCSHARES, INC., an Alabama corporation, (“Buyer”), and BANCTRUST FINANCIAL GROUP, INC., an Alabama corporation (“Seller”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2005 • Vision Bancshares Inc • Savings institution, federally chartered • Alabama
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of , 2005 (the “Effective Date”), by and between Vision Bank, an Alabama banking corporation (the “Alabama Bank”), Vision Bank, a Florida banking corporation (the “Florida Bank”; together with the Alabama Bank collectively referred to as the “Banks”), and Vision Bancshares, Inc., an Alabama corporation (“Corporation”); hereinafter together with the Banks collectively referred to as “Employer”); and J. Daniel Sizemore (“Executive”).
LEASE OF COMMERCIAL PROPERTY Sunset Promenade, LLC Santa Rosa Beach, Florida 32459Lease Agreement • March 30th, 2005 • Vision Bancshares Inc • Savings institution, federally chartered • Florida
LEASE AGREEMENTLease Agreement • August 13th, 2004 • Vision Bancshares Inc • Savings institution, federally chartered
THIS INDENTURE OF LEASE, made on the 1st day of April, 2004 by and between MAGNOLIA LAND COMPANY, INC. (hereinafter called “Landlord”) and THE VISION BANK, an Alabama banking corporation, (herein called “Tenant”).
