GUARANTEE AGREEMENT by and between FINANCIAL INVESTORS OF THE SOUTH, INC. and WILMINGTON TRUST COMPANY Dated as of September 15, 2005Guarantee Agreement • October 5th, 2005 • CapitalSouth Bancorp • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of September 15, 2005, is executed and delivered by Financial Investors of the South, Inc., a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Financial Investors Statutory Trust II, a Delaware statutory trust (the “Issuer”).
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • March 5th, 2007 • CapitalSouth Bancorp • State commercial banks • Alabama
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), made and entered into this ___day of , 2007, between CapitalSouth Bank, an Alabama banking corporation (“Employer”), and Mr. Bill Marsh (the “Executive”).
AMENDMENT NO. 1 TO INCORPORATOR’S STOCK OPTION AGREEMENT BY AND BETWEEN FINANCIAL INVESTORS OF THE SOUTH, INC. ANDStock Option Agreement • October 5th, 2005 • CapitalSouth Bancorp
THIS AMENDMENT NO. 1 to Incorporator’s Stock Option Agreement, dated as of the day of March, 2003, by and between Financial Investors of the South, Inc., a Delaware corporation (“FIS”), and W. Dan Puckett (“Optionholder”).
NON-RECOURSE INDEMNITY AND SECURITY AGREEMENTNon-Recourse Indemnity and Security Agreement • September 14th, 2007 • CapitalSouth Bancorp • State commercial banks • Delaware
This Non-Recourse Indemnity and Security Agreement (this “Agreement”) is made and entered into as of September 14, 2007, by and between CAPITALSOUTH BANK, an Alabama banking corporation (the “Bank”), and JAMES C. BOWEN, a resident of Duval County, Florida (“Indemnitor” or “Bowen”), and is joined in by CAPITALSOUTH BANCORP, a Delaware corporation and a registered bank holding company (“CapitalSouth”), with respect to Section 32 and Exhibit A of this Agreement.
NON-COMPETITION AGREEMENTNon-Competition Agreement • March 5th, 2007 • CapitalSouth Bancorp • State commercial banks • Alabama
THIS NON-COMPETITION AGREEMENT (this “Agreement”), made and entered into this 28th day of February, 2007, between CapitalSouth Bancorp, a Delaware corporation and a registered bank holding company (“CapitalSouth”), and Jake Bowen, a resident of Duval County, Florida (“Mr. Bowen”).
SUBSCRIPTION AGENT AGREEMENT September , 2008Subscription Agent Agreement • September 29th, 2008 • CapitalSouth Bancorp • State commercial banks • Alabama
In connection with your appointment as Subscription Agent in the transaction described herein, CapitalSouth Bancorp, a Delaware corporation (the “Company”), hereby confirms its arrangements with you as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 2nd, 2009 • CapitalSouth Bancorp • State commercial banks • Alabama
THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION INCLUDING, WITHOUT LIMITATION, ALABAMA, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OF ANY APPLICABLE JURISDICTIONS OR UNLESS PURSUANT TO AN EXEMPTION THEREFROM.
UNDERWRITING AGREEMENT CAPITALSOUTH BANCORP SHARES OF COMMON STOCKUnderwriting Agreement • November 16th, 2005 • CapitalSouth Bancorp • State commercial banks • Alabama
RESTRUCTURING AGREEMENTRestructuring Agreement • October 10th, 2008 • CapitalSouth Bancorp • State commercial banks • Alabama
This Restructuring Agreement (this “Agreement”) is entered into as of this 30th day of September, 2008 by and between CAPITALSOUTH BANCORP, a Delaware corporation (the “Company”), and JAMES C. BOWEN, an individual resident of the State of Florida (“Bowen”).
LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENTCapitalSouth Bancorp • October 5th, 2005
LOCK-UP AGREEMENTLock-Up Agreement • March 5th, 2007 • CapitalSouth Bancorp • State commercial banks • Alabama
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of the 28th day of February, 2007, by and between the undersigned, a resident of the State of (the “Shareholder”), and CapitalSouth Bancorp, a Delaware corporation and a registered bank holding company (“CapitalSouth”).
FINANCIAL INVESTORS OF THE SOUTH, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 5th, 2005 • CapitalSouth Bancorp • Alabama
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into effective as of the _____ day of ____________, _______, by and between FINANCIAL INVESTORS OF THE SOUTH, INC., a Delaware corporation (the “Company”), and __________________________________ (the “Optionee”), pursuant to the Financial Investors of the South 1994 Stock Incentive Plan (the “Plan”).
AMENDMENT TO NON-RECOURSE INDEMNITY AND SECURITY AGREEMENTNon-Recourse Indemnity and Security Agreement • March 2nd, 2009 • CapitalSouth Bancorp • State commercial banks • Alabama
THIS AMENDMENT TO NON-RECOURSE INDEMNITY AND SECURITY AGREEMENT (this “Amendment”), is made and entered into as of February 24, 2009, by and between CAPITALSOUTH BANK, an Alabama banking corporation (the “Bank”), and JAMES C. BOWEN, a resident of Duval County, Florida (“Bowen”), and is joined in by CAPITALSOUTH BANCORP, a Delaware corporation and a registered bank holding company (“CapitalSouth”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CAPITALSOUTH BANCORP AND MONTICELLO BANCSHARES, INC., JOINED IN BY JAKE BOWENAgreement and Plan of Merger • March 5th, 2007 • CapitalSouth Bancorp • State commercial banks • Alabama
This AGREEMENT AND PLAN OF MERGER, dated as of the 28th day of February, 2007 (this “Agreement”), is by and between CapitalSouth Bancorp, a Delaware corporation and a registered bank holding company (“CapitalSouth”), and Monticello Bancshares, Inc., a Florida corporation (“Monticello”), and is joined in by Mr. Jake Bowen, a resident of Duval County, Florida with respect to certain matters (“Mr. Bowen” and, collectively, the “Parties”).
CapitalSouth Bancorp STOCK OPTION AGREEMENT PURSUANT TO THE 2005 STOCK INCENTIVE PLANStock Option Agreement • November 16th, 2005 • CapitalSouth Bancorp • State commercial banks • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of November, 2005, by and between CAPITALSOUTH BANCORP (formerly known as Financial Investors of the South, Inc.), a Delaware corporation (the “Company”), and _____________________________ (the “Optionee”), pursuant to the 2005 Stock Incentive Plan (the “Plan”) of the Company. Capitalized terms not defined herein shall have the meanings set forth in the Plan.
INCENTIVE COMPENSATION AGREEMENTIncentive Compensation Agreement • September 14th, 2007 • CapitalSouth Bancorp • State commercial banks • Alabama
THIS INCENTIVE COMPENSATION AGREEMENT (this “Agreement”), is made and entered into as of September 14, 2007, between CapitalSouth Bank, an Alabama banking corporation (the “Employer” and also referred to herein as “CapitalSouth Bank”), and Mr. James C. Bowen (the “Executive”).
ContractIncorporators Stock Option Agreement • October 5th, 2005 • CapitalSouth Bancorp • Alabama
THIS STOCK OPTION AGREEMENT, THE OPTIONS EVIDENCED HEREBY AND THE COMMON STOCK TO WHICH THEY RELATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND THE ALABAMA SECURITIES ACT (THE “SECURITIES ACTS”) BUT HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN WHOLE OR IN PART EXCEPT IN ACCORDANCE WITH THE TERMS OF THIS STOCK OPTION AGREEMENT AND UNLESS REGISTERED OR EXEMPTED FROM REGISTRATION UNDER THE SECURITIES ACTS.
DIRECTOR SUPPLEMENTAL RETIREMENT PROGRAM DIRECTOR AGREEMENTSupplemental Retirement Program • October 5th, 2005 • CapitalSouth Bancorp • Alabama
This Agreement, made and entered into this 4th day of August, 1998, by and between the Bank of Alabama, a Bank organized and existing under the laws of the State of Alabama hereinafter referred to as “the Bank”, and ____________________________, a member of the Board of Directors of the Bank, hereinafter referred to as “the Director”.
AMENDMENT TO INCORPORATORS STOCK OPTION AGREEMENT Amendment to Option Number INCSO—______________ Option Agreement Originally Dated January 15, 1992Incorporators Stock Option Agreement • December 2nd, 2005 • CapitalSouth Bancorp • State commercial banks • Alabama
This Amendment to Incorporators Stock Option Agreement is made and entered into this 1st day of May, 1998, by and between Financial Investors of the South, Inc., a Delaware corporation (the “Company”), and W. Dan Puckett (the “Optionholder”), and relates to the option identified above.
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENTExecutive Supplemental Retirement Plan Agreement • October 5th, 2005 • CapitalSouth Bancorp • Alabama
This Agreement, made and entered into this 4th day of August, 1998, by and between the Bank of Alabama, a Bank organized and existing under the laws of the State of Alabama hereinafter referred to as “the Bank,” and , a Key Employee and the Executive of the Bank, hereinafter referred to as “the Executive.”
Preliminary Subscription AgreementPreliminary Subscription Agreement • September 29th, 2008 • CapitalSouth Bancorp • State commercial banks
FINANCIAL INVESTORS OF THE SOUTH, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 5th, 2005 • CapitalSouth Bancorp • Alabama
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into effective as of the 15th day of November, 2004, by and between FINANCIAL INVESTORS OF THE SOUTH, INC., a Delaware corporation (the “Company”), and __________________________________ (the “Optionee”), pursuant to 2004 Incentive Stock Option Plan (the “Plan”) of the Company.
