Exhibit 10.5 LEASE AGREEMENT --------------- THIS AGREEMENT OF LEASE is made and executed at Canton, Ohio, as of November 30, 1999 by and between SCHOEPPNER PROPERTIES, an Ohio Partnership (hereinafter referred to as the "Lessor"), and OHIO LEGACY...Lease Agreement • June 1st, 2000 • Ohio Legacy Corp • Blank checks • Ohio
OHIO LEGACY CORP COMMON SHARESUnderwriting Agreement • November 22nd, 2002 • Ohio Legacy Corp • Blank checks • Virginia
EXHIBIT 10.7 LEASE AGREEMENT --------------- THIS AGREEMENT OF LEASE is made and executed at Wooster, Ohio, as of ____________, 2001, by and between SHEE- BREE'S, LLC, an Ohio limited liability company, its successors and assigns (hereinafter referred...Lease Agreement • April 1st, 2002 • Ohio Legacy Corp • Blank checks • Ohio
EXHIBIT 10.7 STOCK PURCHASE WARRANT For the purchase of _____ Common Shares, Without Par ValueStock Purchase Warrant • December 14th, 1999 • Ohio Legacy Corp • Blank checks
1 Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 29th day of November, 1999, by and among Ohio Legacy Corp, an Ohio corporation (the "Bancorp"), Ohio Legacy Bank, a national banking association (the...Employment Agreement • June 1st, 2000 • Ohio Legacy Corp • Blank checks • Ohio
1 Exhibit 10.4 LEASE AGREEMENT --------------- THIS AGREEMENT OF LEASE is made and executed at Wooster, Ohio, effective as of August 24, 1999, by and between JACK K. and HEIDI M. GANT, their successors and assigns (hereinafter referred to as the...Lease Agreement • October 13th, 1999 • Ohio Legacy Corp • Ohio
EXHIBIT 10.6 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 1st day of October, 2000, by and among Ohio Legacy Corp., an Ohio corporation (the "Bancorp"), Ohio Legacy Bank, a national banking...Employment Agreement • April 1st, 2002 • Ohio Legacy Corp • Blank checks • Ohio
1 EXHIBIT 10.6 ESCROW AGREEMENT The Agreement is made and entered into as of _______________________, 2000, by and among Key Trust Company, N.A. (the "Escrow Agent"), McDonald Investments, Inc. (the "Sales Agent"), and Ohio Legacy Corp (the...Escrow Agreement • June 1st, 2000 • Ohio Legacy Corp • Blank checks • Ohio
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 26th, 2005 • Ohio Legacy Corp • National commercial banks • Ohio
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 24th day of 2005, by and among Ohio Legacy Corp, an Ohio corporation (the “Bancorp”), Ohio Legacy Bank, N.A., a national banking association (the “Company”) and Mike Kramer (the “Executive”) and shall become effective on May 24, 2005 (the “Effective Date”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 7th, 2008 • Ohio Legacy Corp • National commercial banks • Ohio
NOW, THEREFORE, in consideration of the premises and of their mutual covenants expressed in this Agreement, the parties hereto make the following agreement, intended to be legally bound thereby:
TERMINATION AGREEMENTTermination Agreement • March 31st, 2010 • Ohio Legacy Corp • National commercial banks • Ohio
THIS AGREEMENT OF TERMINATION OF EMPLOYMENT AGREEMENT (this “Agreement”) is made to be effective as of the 19th day of February, 2010, by and between Ohio Legacy Corp., an Ohio corporation (“OLC”), and Gregory A. Spradlin, an individual resident of the State of Ohio (the “Executive”).
COMMON SHARES (no par value)Agency Agreement • December 2nd, 1999 • Ohio Legacy Corp • Blank checks • Ohio
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • March 17th, 2004 • Ohio Legacy Corp • National commercial banks • Ohio
THIS AGREEMENT made effective as of the 1st day of January, 2004 (“Effective Date”) by and between OHIO LEGACY BANK, N.A. (“Bank”) and ERIC S. NADEAU (“Employee”).
1 EXHIBIT 1 OHIO LEGACY CORP up to 1,200,000 Shares of Common Stock with up to 240,000 attached Warrants Subscription Price $10.00 Per Share PLACEMENT AGENT AGREEMENT McDonald Investments Inc. 1700 McDonald Investments Center 800 Superior Avenue...Placement Agent Agreement • July 6th, 2000 • Ohio Legacy Corp • Blank checks
OHIO LEGACY CORP LOAN PROCESSING AGREEMENTLoan Processing Agreement • November 14th, 2008 • Ohio Legacy Corp • National commercial banks
THIS LOAN PROCESSING AGREEMENT is made and entered into this 28th day in the month of April for the year 2008, by and between OHIO LEGACY BANK, a U.S. company hereinafter referred to as “OLB” and Midwest Mortgage Processing, LLC hereinafter referred to as “MMP”.
1 EXHIBIT 4.4 PUBLIC STOCK PURCHASE WARRANT For the purchase of _____ Common Shares, Without Par ValuePublic Stock Purchase Warrant • June 1st, 2000 • Ohio Legacy Corp • Blank checks
PURCHASE AND ASSUMPTION AGREEMENT Among UNIZAN FINANCIAL CORP. UNIZAN BANK, NATIONAL ASSOCIATION and OHIO LEGACY BANK, N.A.Purchase and Assumption Agreement • June 1st, 2004 • Ohio Legacy Corp • National commercial banks • Ohio
THIS PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of May 21, 2004, by and between Unizan Financial Corp., an Ohio corporation having its principal offices in Canton, Ohio (“Unizan”); Unizan Bank, National Association a national banking association having its principal offices in Canton, Ohio (“Unizan Bank”); and Ohio Legacy Bank, N.A., a national banking association, having its principal offices in Wooster, Ohio (“Purchaser”).
STOCK OPTION AND WARRANT CANCELLATION AND SURRENDER AGREEMENTStock Option and Warrant Cancellation and Surrender Agreement • March 31st, 2010 • Ohio Legacy Corp • National commercial banks • Ohio
THIS STOCK OPTION AND WARRANT CANCELLATION AND SURRENDER AGREEMENT (this “Agreement”) is made to be effective as of the 19th day of February, 2010, by and between Ohio Legacy Corp., an Ohio corporation (“OLC”), and _______________, an individual resident of the State of __________ (the “Optionee”).
FIRST ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • November 14th, 2008 • Ohio Legacy Corp • National commercial banks
THIS FIRST ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT (“Addendum”) is entered into effective as of September 30, 2008, by and between JMC MARKETING, LTD, an Ohio limited liability company (“Company”), and OHIO LEGACY BANK, N.A., national bank organized under the federal laws of the United States (“Bank”) with reference to the following facts:
BRANCH Office Purchase and Assumption Agreement by and among First National Bank, National Association and NBOH Properties, LLC and Premier Bank & Trust, National Association Dated as of the 1st day of February, 2013Branch Office Purchase and Assumption Agreement • April 1st, 2013 • Ohio Legacy Corp • National commercial banks • Ohio
This Branch Office Purchase and Assumption Agreement (this "Agreement") is made and entered into this 1st day of February, 2013, by and among Premier Bank & Trust, N.A., a national banking association with its principal office at 6141 Whipple Avenue, N.W., North Canton, Ohio 44720 ("BUYER"), First National Bank, N.A., a national banking association with its principal office located at 112 West Market Street, Orrville, Ohio 44667 (“FNB”), and NBOH Properties, LLC, an Ohio limited liability company, with its principal office located at 112 West Market Street, Orrville, Ohio 44667 (“NBOH” and collectively with FNB, "SELLERS"; each of NBOH and FNB, a “SELLER”). Certain terms used but not otherwise defined herein shall have the meanings given such terms in Section 10.7 hereof.
OHIO LEGACY CORP. INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • July 15th, 2010 • Ohio Legacy Corp • National commercial banks • Ohio
Ohio Legacy Corp. (the “Company”) hereby grants the undersigned Participant an Incentive Stock Option (“Option”) to purchase Shares, subject to the terms and conditions described in the Ohio Legacy Corp. 2010 Equity and Cash Incentive Plan (the “Plan”) and this Incentive Stock Option Award Agreement (this “Award Agreement”). The Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. If for any reason the Option does not qualify as an incentive stock option, then, to the extent it does not so qualify, the option will be treated as a Nonqualified Stock Option.
GUARANTYGuaranty • May 15th, 2008 • Ohio Legacy Corp • National commercial banks • Ohio
Guaranty made this 28th day of April, 2008, by JAMES A. HINKLE, an individual, CHELDON ROSE, an individual, and MICHAEL PRALL, an individual (collectively, “Guarantors”) jointly and severally, to OHIO LEGACY BANK, N.A., national bank organized under the federal laws of the United States (“Bank”) as an inducement to Bank to enter into a certain Administrative Services Agreement of even date herewith by and between Bank and JMC MARKETING, LTD, as an inducement to Bank to enter into a certain Loan Processing Agreement of even date herewith by and between Bank and MIDWEST MORTGAGE PROCESSING, LLC (JMC Markeing, LTD and Midwest Mortgage Processing, LLC referred to as the “Related Parties”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, covenant and agree as follows:
OHIO LEGACY CORP. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • July 15th, 2010 • Ohio Legacy Corp • National commercial banks • Ohio
Ohio Legacy Corp. (the “Company”) hereby grants the undersigned Participant a Nonqualified Stock Option (“Option”) to purchase Shares, subject to the terms and conditions described in the Ohio Legacy Corp. 2010 Equity and Cash Incentive Plan (the “Plan”) and this Nonqualified Stock Option Award Agreement (this “Award Agreement”). The Option is not intended to qualify as an “incentive stock option” under Section 422 of the Code.
AGREEMENT BY AND BETWEEN OHIO LEGACY BANK, NATIONAL ASSOCIATION WOOSTER, OHIO and the OFFICE OF THE COMPTROLLER OF THE CURRENCYAgreement Between a Bank and a Regulatory Authority • March 28th, 2003 • Ohio Legacy Corp • National commercial banks
EMPLOYMENT AND CONSULTING AGREEMENTEmployment Agreement • August 4th, 2005 • Ohio Legacy Corp • National commercial banks • Ohio
THIS AGREEMENT is effective as of January 1, 2006, by and between L. Dwight Douce, hereinafter referred to as “Douce,” and Ohio Legacy Bank, NA, a national bank with its principal place of business in Wooster, Ohio, hereinafter referred to as the “Bank.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2005 • Ohio Legacy Corp • National commercial banks • Ohio
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 2nd day of May, 2005, by and among Ohio Legacy Corp, an Ohio corporation (the “Bancorp”), Ohio Legacy Bank, N.A., a national banking association (the “Company”) and Mike Kramer (the “Executive”) and shall become effective on May 2, 2005 (the “Effective Date”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 3rd, 2009 • Ohio Legacy Corp • National commercial banks • Ohio
This is an Agreement (the “Agreement”) made by and between OHIO LEGACY BANK. (“Company”), and Vanessa Richards (“Executive”), collectively “The Parties”, effective this day the 4th of February 2009 and replaces and supersedes any all agreements between the parties.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY [*] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LOAN PROCESSING AGREEMENTLoan Processing Agreement • May 15th, 2008 • Ohio Legacy Corp • National commercial banks
THIS LOAN PROCESSING AGREEMENT is made and entered into this 28th day in the month of April for the year 2008, by and between OHIO LEGACY BANK, a U.S. company hereinafter referred to as “OLB” and Midwest Mortgage Processing, LLC hereinafter referred to as “MMP”.
OHIO LEGACY CORP ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • November 14th, 2008 • Ohio Legacy Corp • National commercial banks • Ohio
THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is entered into effective as of April 28 2008, by and between JMC MARKETING LTD, an Ohio limited liability company (“Company”), and OHIO LEGACY BANK, N.A., national bank organized under the federal laws of the United States (“Bank”).
EXHIBIT 4.3 ORGANIZER STOCK PURCHASE WARRANT For the purchase of _____ Common Shares, Without Par ValueOrganizer Stock Purchase Warrant • June 1st, 2000 • Ohio Legacy Corp • Blank checks
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY [ * ] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • May 15th, 2008 • Ohio Legacy Corp • National commercial banks • Ohio
THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is entered into effective as of April 28 2008, by and between JMC MARKETING LTD, an Ohio limited liability company (“Company”), and OHIO LEGACY BANK, N.A., national bank organized under the federal laws of the United States (“Bank”).
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • March 22nd, 2005 • Ohio Legacy Corp • National commercial banks
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (“Assignment”) is made as of the 27th day of August, 2004, by and among: (1) Unizan Bank, National Association, successor in interest by merger to United National Bank & Trust Co., Assignor, having a notice address of 220 Market Avenue, South, City of Canton, State of Ohio; (2) Ohio Legacy Bank, N.A., Assignee, a corporation incorporated under the laws of the State of Ohio, having a notice address of 305 W. Liberty Street, City of Wooster, State of Ohio; and (3) Chesterland Productions, P.L.L., Landlord, a general partnership in the State of Ohio, having a notice address of 1130 Riffel Road, City of Wooster, State of Ohio.
PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • August 14th, 2007 • Ohio Legacy Corp • National commercial banks • Ohio
This PURCHASE AND ASSUMPTION AGREEMENT (the “Agreement”) is made to be effective as of the sixth day of June, 2007, between Ohio Legacy Bank N.A., a national banking association having its principal office in Wooster, Ohio (the “Seller”), and The First Knox- National Bank of Mount Vernon, a national banking association having its principal office in Mount Vernon, Ohio (the “Purchaser”):
OFFICE PURCHASE AND ASSUMPTION AGREEMENT by and between Premier Bank & Trust, National Association and The Commercial and Savings Bank of Millersburg, Ohio Entered into as of the 23rd day of June, 2011Purchase and Assumption Agreement • August 12th, 2011 • Ohio Legacy Corp • National commercial banks • Ohio
This Office Purchase and Assumption Agreement (this "Agreement"), is made and entered into as of this 23rd day of June, 2011, by and between The Commercial and Savings Bank of Millersburg, Ohio, an Ohio banking corporation with its principal office at 91 North Clay Street, Millersburg, Ohio ("BUYER") and Premier Bank & Trust, National Association, a national banking association with its principal office located at 2375 Benden Drive, Suite C, Wooster, Ohio ("SELLER").
