July 16, 2007Change in Control Agreement • July 17th, 2007 • Encore Bancshares Inc • National commercial banks • Texas
In connection with the Stock Purchase Agreement between Encore Bancshares, Inc. (“Encore”) and Linscomb & Williams, Inc. (“L&W”) dated April 22, 2005 (“Stock Purchase Agreement”), Encore offered you employment in the position of Treasurer with its subsidiary, L&W (which, together with any successor entity to L&W, shall be referred to herein as the “Employing Entity”). On April 29, 2005, you entered into a Change in Control agreement with Encore (“2005 Agreement”). Encore and you desire to amend and restate the 2005 Agreement to implement provisions required under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). This Agreement has the effect of amending and restating the 2005 Agreement, and such 2005 Agreement shall no longer have force and effect.
April 29, 2005Employment Agreement • May 8th, 2007 • Encore Bancshares Inc • Texas
In connection with the Stock Purchase Agreement between Encore Bancshares, Inc. (“Encore”) and Linscomb & Williams, Inc. (“L&W”) dated April 22, 2005 (“Stock Purchase Agreement”), Encore is pleased to offer you employment in the position of Vice President with its subsidiary, L&W (which, together with any successor entity to L&W, shall be referred to herein as the “Employing Entity”).
SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2011 • Encore Bancshares Inc • National commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using funds appropriated under SBLF.
ENCORE BANCSHARES, INC. (a Texas corporation) 1,979,761 Shares of Common Stock (Par Value $1.00 Per Share) FORM OF PURCHASE AGREEMENTPurchase Agreement • July 17th, 2007 • Encore Bancshares Inc • National commercial banks • New York
UNITED STATES DEPARTMENT OF THE TREASURYSecurities Purchase Agreement • September 29th, 2011 • Encore Bancshares Inc • National commercial banks
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the 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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 1st, 2012 • Encore Bancshares Inc • National commercial banks • Texas
This Executive Employment Agreement (hereinafter designated “Agreement”) is made and entered into by and between WILLIAM REED MORAW (hereinafter designated “Employee”), an individual residing in Houston, Texas, and TOWN & COUNTRY INSURANCE AGENCY, INC. (hereinafter designated “Company” or “T&C” or “Employer”), a Texas corporation and insurance producer business. T&C is a fully owned subsidiary of Encore Bancshares, Inc. (hereinafter designated “Encore”) and affiliated company of Encore Bank, N.A.
FORM OF ENCORE BANCSHARES, INC. LONG-TERM RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 16th, 2010 • Encore Bancshares Inc • National commercial banks • Texas
Restricted Stock Agreement (“Agreement”) made effective the day of , 2010 (“Date of Grant”), between Encore Bancshares, Inc., a Texas Corporation (the “Company”), and (“Holder”).
FORM OF ENCORE BANCSHARES INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 16th, 2010 • Encore Bancshares Inc • National commercial banks • Texas
Holder has been serving as a key employee, director or consultant of the Company and/or its subsidiaries. In recognition of past service and in order to encourage Holder to remain with the Company and its subsidiaries (“the Group”) and devote his or her best efforts to its affairs, thereby advancing the interests of the Company and its shareholders, the Company and Holder, as set forth in the attached Notice of Restricted Stock Award (“Notice”) agree as follows:
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 8th, 2007 • Encore Bancshares Inc • Texas
This Amendment to Stock Purchase Agreement (“Amendment”) amends that certain Stock Purchase Agreement by and among Encore Bancshares, Inc. (“Encore”), National Fiduciary Services, N.A. (“NFS”) and William E. Mercer and Kathleen K. Mercer (collectively referred to as “Mercer”) dated as of September 21, 2004 (“Stock Purchase Agreement”).
AGREEMENT AND PLAN OF REORGANIZATION by and between ENCORE BANCSHARES, INC. and LINSCOMB & WILLIAMS, INC. Dated as of August 29, 2005Merger Agreement • May 8th, 2007 • Encore Bancshares Inc • Texas
This Agreement and Plan of Reorganization (“Agreement”) dated as of August 29, 2005 is by and between Encore Bancshares, Inc. (“Bancshares”), a Texas corporation and registered thrift holding company under the Home Owner’s Loan Act, as amended (“HOLA”) and Linscomb & Williams, Inc. (“L&W”), a Texas corporation, and is joined as parties by the undersigned shareholders of L&W (the “Shareholders”) and Encore Facilitation, Inc., a newly chartered corporate subsidiary of Bancshares (“New Sub”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • December 7th, 2007 • Encore Bancshares Inc • National commercial banks • Texas
This Indemnity Agreement (“Agreement”) is made and entered into as of the 6th day of December, 2007 by and between Encore Bancshares, Inc., a Texas corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “Company”), and [·] (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2007 • Encore Bancshares Inc • Texas
This Executive Employment Agreement (hereinafter designated “Agreement”) is made and entered into by and between WILLIAM REED MORAW (hereinafter designated “Employee”), an individual residing in Houston, Texas, and TOWN & COUNTRY INSURANCE AGENCY, INC. (hereinafter designated “Company” or “T&C”), an insurance producer business. T&C is a fully owned subsidiary of Encore Bank.
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • December 7th, 2007 • Encore Bancshares Inc • National commercial banks • Texas
This Indemnity Agreement (“Agreement”) is made and entered into as of the 6th day of December, 2007 by and between Encore Bank, N.A., a national banking association (“Bank”), and [·] (“Indemnitee”). Encore Bancshares, Inc., a Texas corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (“Bancshares”), is also executing this Agreement as guarantor of the obligations under this Agreement of its subsidiary, Encore Bank, N.A.
STOCK PURCHASE AGREEMENT among REGIONS BANK “Purchaser,” ENCORE TRUST COMPANY, NATIONAL ASSOCIATION “Encore Trust” and RF TRUST COMPANY, INC. “Company” Dated as of June 28, 2006Stock Purchase Agreement • May 8th, 2007 • Encore Bancshares Inc • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2006, among Regions Bank, an Alabama chartered commercial bank (“Purchaser”), Encore Trust Company, National Association, a national trust association limited to trust powers (“Encore Trust” or “Seller”), and RF Trust Company, Inc., an Alabama trust company (“Company”).
FORM OF ENCORE BANCSHARES, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 16th, 2008 • Encore Bancshares Inc • National commercial banks
This Nonqualified Stock Option Agreement (“Option Agreement”) is between Encore Bancshares, Inc., a Texas corporation (the “Company”), and (“Optionee”), who agree as follows:
PURCHASE AND ASSUMPTION AGREEMENT by and between Encore Bank, N.A. and Ovation Holdings, Inc. and National Bank of Southwest Florida dated as of March 15, 2010Purchase and Assumption Agreement • March 19th, 2010 • Encore Bancshares Inc • National commercial banks • Texas
THIS PURCHASE AND ASSUMPTION AGREEMENT (“Agreement”), dated as of March 15, 2010, is by and among Encore Bank, N.A., a national banking association (“Seller”), Ovation Holdings, Inc., a Florida corporation (“Parent”), and National Bank of Southwest Florida, a national banking association (“NBSW”), which has agreed to become a wholly-owned subsidiary of Parent (“Purchaser”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 9th, 2012 • Encore Bancshares Inc • National commercial banks • Texas
THIS VOTING AND SUPPORT AGREEMENT, dated as of ___, 2012 (the “Agreement”), among CADENCE BANCORP, LLC, a Delaware limited liability company (“Buyer”), and the undersigned, a shareholder (the “Shareholder”) of ENCORE BANCSHARES, INC., a Texas corporation (the “Company”).
FORM OF ENCORE BANCSHARES, INC. DIRECTOR RESTRICTED STOCK AGREEMENTDirector Restricted Stock Agreement • May 16th, 2008 • Encore Bancshares Inc • National commercial banks • Texas
Restricted Stock Agreement (“Agreement”) made effective the day of , (“Date of Grant”), between Encore Bancshares, Inc., a Texas Corporation (the “Company”), and (“Holder”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN ENCORE BANCSHARES, INC. AND LINSCOMB & WILLIAMS, INC.Agreement and Plan of Reorganization • May 8th, 2007 • Encore Bancshares Inc
The following provisions are intended to amend the Agreement by and between ENCORE BANCSHARES, INC. and LINSCOMB & WILLIAMS, INC. dated August 29, 2005 (“Agreement”). Except as modified below, all terms and conditions of the Agreement shall remain in full force and effect.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN ENCORE BANCSHARES, INC. AND LINSCOMB & WILLIAMS, INC.Agreement and Plan of Reorganization • May 8th, 2007 • Encore Bancshares Inc • Texas
WHEREAS, Encore Bancshares, Inc. (“Bancshares”), a Texas corporation and Linscomb & Williams, Inc., a Texas corporation (“L&W”) entered into the Agreement and Plan of Reorganization dated as of August 29, 2005, as amended (“Agreement”); and
Encore Bancshares, Inc. Letterhead] December , 2008Executive Compensation Agreement • December 8th, 2008 • Encore Bancshares Inc • National commercial banks
This letter agreement is entered into by and between (“Executive”) and Encore Bancshares, Inc. (the “Company”) in connection with the Company’s participation in the Troubled Asset Relief Program Capital Purchase Program (the “CPP”) of the United States Department of the Treasury (the “Treasury”). The Company has determined that Executive is a Senior Executive Officer (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN ENCORE TRUST COMPANY, N.A. AND ENCORE BANK, N.A.Merger Agreement • June 18th, 2007 • Encore Bancshares Inc • National commercial banks • Texas
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 1, 2007 (the “Plan”), is by and between Encore Trust Company, N.A., a national banking association limited to trust powers (“Encore Trust”), and Encore Bank, N.A., a national banking association (the “Bank”). The Bank and Encore Trust are hereinafter referred to collectively as the “Merging Banks.”
THIRD AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN ENCORE BANCSHARES, INC. AND LINSCOMB & WILLIAMS, INC.Agreement and Plan of Reorganization • March 16th, 2010 • Encore Bancshares Inc • National commercial banks
WHEREAS, Encore Bancshares, Inc. (“Bancshares”), a Texas corporation and Linscomb & Williams, Inc., a Texas corporation (“L&W”) entered into the Agreement and Plan of Reorganization dated as of August 29, 2005, as amended (“Agreement”); and
STOCK PURCHASE AGREEMENT FOR THE ACQUISITION OF ALL OF THE SHARES OF CAPITAL STOCK OF NATIONAL FIDUCIARY SERVICES, N.A. AND MEMORIAL FUNDING, INC. by ENCORE BANCSHARES, INC. Dated as of September 21, 2004Stock Purchase Agreement • May 8th, 2007 • Encore Bancshares Inc • Texas
This Agreement dated as of September 21, 2004 is by and among Encore Bancshares, Inc. (“Bancshares”), a Texas corporation and registered thrift holding company under the Home Owners’ Loan Act, as amended, National Fiduciary Services, N.A. (“NFS”), a national banking association limited to trust powers, Memorial Funding, Inc. (“Memorial”), a Texas corporation, and William E. Mercer and Kathleen K. Mercer (collectively referred to as “Mercer”), residents of Harris County, Texas.
FORM OF ENCORE BANCSHARES, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 16th, 2008 • Encore Bancshares Inc • National commercial banks
This Incentive Stock Option Agreement (“Option Agreement”) is between Encore Bancshares, Inc., a Texas corporation (the “Company”), and (“Optionee”), who agree as follows:
PURCHASE AGREEMENT FOR THE ACQUISITION OF ALL OF THE SHARES OF CAPITAL STOCK AND INTANGIBLES OF TOWN & COUNTRY INSURANCE AGENCY, INC. BY ENCORE BANKPurchase Agreement • May 8th, 2007 • Encore Bancshares Inc • Texas
This Agreement is made and entered into on the 25th day of February, 2004, by and among: Encore Bank, a federal savings bank (hereinafter sometimes referred to as “Encore” or the “Purchaser”), having its principal place of business at 1220 Augusta Drive, Houston, Texas 77057; Town & Country Insurance Agency, Inc., a Texas corporation (hereinafter sometimes referred to as the “Corporation”), having its principal place of business at 10575 Katy Freeway, Suite 150, Houston, Texas, 77024; and all of the Corporation’s stockholders: Raymond L. Nelson (“Nelson”), residing at 13808 Stampford Drive, Houston, Texas 77077; and Robert M. Rathbun (“Rathbun”), residing at 18010 Mountfield, Houston, Texas 77084; (Nelson and Rathbun are hereinafter sometimes collectively referred to as the “Sellers” and each as a “Seller”).
FORM OF ENCORE BANCSHARES, INC. EMPLOYEE RESTRICTED STOCK AGREEMENTEmployee Restricted Stock Agreement • May 16th, 2008 • Encore Bancshares Inc • National commercial banks • Texas
Restricted Stock Agreement (“Agreement”) made effective the day of , (“Date of Grant”), between Encore Bancshares, Inc., a Texas Corporation (the “Company”), and (“Employee”).
ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Effective Time 2 1.3 Closing 2 1.4 Articles of Incorporation and Bylaws of the Surviving Corporation 2 1.5 Directors and Officers 2 1.5 Effects of the Merger 2 1.6 Conversion of Stock 2 1.7 Company Options...Merger Agreement • March 9th, 2012 • Encore Bancshares Inc • National commercial banks • Texas
Agreement and Plan of Merger (“Agreement”), dated as of March 5, 2012, by and among Cadence Bancorp, LLC, a Delaware limited liability company (“Parent”), EMS Sub I, Inc., a Texas corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Encore Bancshares, Inc., a Texas corporation (“Company”).
