NBH Holdings Corp. Sample Contracts

NATIONAL BANK HOLDINGS CORPORATION Class A Common Stock, $0.01 par value per share Underwriting Agreement
Underwriting Agreement • September 17th, 2012 • National Bank Holdings Corp • National commercial banks • New York

The stockholders of National Bank Holdings Corporation, a Delaware corporation (the “Company”) named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,150,000 shares of Class A Common Stock, par value $0.01 per share (“Stock”), and, at the election of the Underwriters, up to 1,072,460 additional shares of Stock of the Company. The aggregate of 7,150,000 shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,072,460 additional shares of Stock to be sold by the Selling Stockholders at the election of the Underwriters is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

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SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • November 5th, 2021 • National Bank Holdings Corp • National commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 5, 2021, and is made by and between National Bank Holdings Corporation, a Delaware corporation (the “Company”), and each purchaser of the Subordinated Note (as defined herein) identified on the signature page hereto (each a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2011 • NBH Holdings Corp. • New York

This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of October 12, 2009, by and between the Company and FBCM in connection with the purchase and sale or placement of the Common Stock (plus an additional 7,500,000 shares to cover additional allotments, if any). In order to induce FBCM to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBCM, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 10th, 2012 • National Bank Holdings Corp • National commercial banks • Delaware

AGREEMENT, dated as of [—], 2012, by and between National Bank Holdings Corp., a corporation organized under the laws of the State of Delaware (the “Company”), and the undersigned (the “Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 10th, 2024 • National Bank Holdings Corp • National commercial banks • Colorado

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 10, 2024 by and between Nicole Van Denabeele (the “Executive”) and National Bank Holdings Corporation, a Delaware corporation (the “Company”).

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Contract
Performance Stock Unit Award Agreement • August 5th, 2020 • National Bank Holdings Corp • National commercial banks • Delaware

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [_________] (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [_________] (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the “Plan”).

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VALUE APPRECIATION INSTRUMENT AGREEMENT
Value Appreciation Instrument Agreement • November 14th, 2011 • NBH Holdings Corp. • New York

This VALUE APPRECIATION AGREEMENT (this “Agreement”), dated as of July 22, 2011, is by and between NBH Holdings Corp., a Delaware corporation (the “Company”), and the Federal Deposit Insurance Corporation, in its capacity as receiver (the “FDIC”).

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AGREEMENT AND PLAN OF MERGER by and among Community Bancorporation, National Bank Holdings Corporation, the Significant Stockholders (as defined herein), and Park Roney solely in his capacity as the Holders’ Representative Dated as of April 18, 2022
Merger Agreement • April 20th, 2022 • National Bank Holdings Corp • National commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of April 18, 2022 (this “Agreement”), by and among Community Bancorporation, a Utah corporation (“Company”), National Bank Holdings Corporation, a Delaware corporation (“Purchaser”), the Significant Stockholders, and Park Roney, solely in his capacity as the Holders’ Representative.

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • August 13th, 2013 • National Bank Holdings Corp • National commercial banks • Delaware

THIS OPTION AGREEMENT (this “Agreement”), dated as of May 2, 2013, (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [ ] (“Participant”).

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Nonqualified Stock Option Agreement • February 24th, 2017 • National Bank Holdings Corp • National commercial banks • Delaware

THIS OPTION AGREEMENT (this “Agreement”), dated as of [________] (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [____________] (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the “Plan”).

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FORM OF VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • April 20th, 2022 • National Bank Holdings Corp • National commercial banks • Delaware

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 18, 2022, by and among National Bank Holdings Corporation, a Delaware corporation (“Purchaser”), and the undersigned shareholders (each a “Shareholder” and collectively, the “Shareholders”) of Community Bancorporation, a Utah corporation (“Company”).

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Contract
Restricted Stock Award Agreement • February 26th, 2020 • National Bank Holdings Corp • National commercial banks • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the date indicated in the attached Schedule (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and the participant indicated in the attached Schedule (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the “Plan”).

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Transition Agreement
Transition Agreement • May 5th, 2020 • National Bank Holdings Corp • National commercial banks • Delaware

THIS TRANSITION AGREEMENT (this “Agreement”), dated as of May 5, 2020, is entered into by and between National Bank Holdings Corporation, a Delaware corporation (the “Company”), and Zsolt K. Besskó (the “Executive”).

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RESTRICTED STOCK AWARD AGREEMENT (FOR NON-EMPLOYEE DIRECTORS)
Restricted Stock Award Agreement • August 13th, 2013 • National Bank Holdings Corp • National commercial banks • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of May 2, 2013 (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [ ] (“Participant”).

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Nonqualified Stock Option Agreement • February 26th, 2020 • National Bank Holdings Corp • National commercial banks • Delaware

THIS OPTION AGREEMENT (this “Agreement”), dated as of the date indicated in the attached Schedule (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and the participant indicated in the attached Schedule (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the “Plan”).

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Contract
Performance Stock Unit Award Agreement • February 24th, 2017 • National Bank Holdings Corp • National commercial banks • Delaware

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [___________] (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [__________] (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the “Plan”).

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 13th, 2013 • National Bank Holdings Corp • National commercial banks • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of May 2, 2013 (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [ ] (“Participant”).

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Performance Restricted Stock Award Agreement • February 24th, 2017 • National Bank Holdings Corp • National commercial banks • Delaware

THIS PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of [________] (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [________] (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the “Plan”).

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Contract
Restricted Stock Award Agreement • February 24th, 2017 • National Bank Holdings Corp • National commercial banks • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of [_______] (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [____________] (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the “Plan”).

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 27th, 2018 • National Bank Holdings Corp • National commercial banks • Colorado

THIS CHANGE OF CONTROL AGREEMENT, dated as of the [DATE] (this “Agreement”), is entered into by and among NBH Bank (the “Bank”), National Bank Holdings Corporation (the “Company” and together with the Bank, the “Employer”), and [_________] (the “Associate”).

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FORM OF NBH HOLDINGS CORP. RESTRICTED STOCK AWARD AGREEMENT (FOR NON-EMPLOYEE DIRECTORS)
Restricted Stock Award Agreement • September 10th, 2012 • National Bank Holdings Corp • National commercial banks • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of October 20, 2009 (the “Date of Grant”), is made by and between NBH Holdings Corp., a Delaware corporation (the “Company”), and (“Participant”).

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FORM OF 2UNIFI, LLC CLASS B UNIT AWARD AGREEMENT
Class B Unit Award Agreement • December 12th, 2023 • National Bank Holdings Corp • National commercial banks • Delaware

This CLASS B UNIT AWARD AGREEMENT (this “Agreement”), by and between 2UniFi, LLC (the “Company”) and the individual named on the signature page hereto (“Participant”) is made as of the date set forth on such signature page hereto (the “Grant Date”) pursuant to the 2UniFi, LLC 2023 Equity Unit Incentive Plan (the “Plan”).

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AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2011 • NBH Holdings Corp. • New York

This AMENDMENT NO. 1 (this “Amendment”), dated as of July 20, 2011, to the Registration Rights Agreement, dated as of October 20, 2009 (the “Registration Rights Agreement”), by and between NBH Holdings Corp. (together with any successor entity thereto, the “Company”) and FBR Capital Markets & Co.. Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Registration Rights Agreement.

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AIRCRAFT TIME SHARING AGREEMENT
Aircraft Time Sharing Agreement • August 2nd, 2022 • National Bank Holdings Corp • National commercial banks • Colorado

THIS AIRCRAFT TIME SHARING AGREEMENT (this Agreement) is made and entered into as of ___________, 2022, by and between [NBH Entity] (Lessor), and _____________, an individual and resident of the state of _____________ (Lessee).

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Separation and Consulting Agreement
Separation and Consulting Agreement • November 20th, 2015 • National Bank Holdings Corp • National commercial banks • Delaware

THIS SEPARATION AND CONSULTING AGREEMENT (this “Agreement”), dated as of November 17, 2015, is entered into by and between National Bank Holdings Corporation, a Delaware corporation (the “Company”), and Thomas M. Metzger (the “Consultant”).

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TRANSITION AND CONSULTING AGREEMENT
Transition and Consulting Agreement • November 27th, 2013 • National Bank Holdings Corp • National commercial banks • Delaware

THIS TRANSITION AND CONSULTING AGREEMENT (this “Agreement”) dated as of November 25, 2013 is by and among NBH Bank, N.A. (the “Bank”), National Bank Holdings Corporation (either individually or together with the Bank, the “Company”), and Kathryn Hinderhofer (“Consultant”).

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FORM OF NBH HOLDINGS CORP. NONQUALIFIED STOCK OPTION AGREEMENT (FOR MANAGEMENT)
Nonqualified Stock Option Agreement • September 10th, 2012 • National Bank Holdings Corp • National commercial banks • Delaware

THIS OPTION AGREEMENT (this “Agreement”), dated as of October 20, 2009 (the “Date of Grant”), is made by and between NBH Holdings Corp., a Delaware corporation (the “Company”), and (“Participant”).

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TRANSITION AND CONSULTING AGREEMENT
Transition and Consulting Agreement • April 8th, 2014 • National Bank Holdings Corp • National commercial banks • Delaware

THIS TRANSITION AND CONSULTING AGREEMENT (this “Agreement”) dated as of April 7, 2014 is by and among NBH Bank, N.A. (the “Bank”), National Bank Holdings Corporation (either individually or together with the Bank, the “Company”), and Donald Gaiter (“Consultant”).

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VALUE APPRECIATION INSTRUMENT AGREEMENT
Value Appreciation Instrument Agreement • November 14th, 2011 • NBH Holdings Corp. • New York

This VALUE APPRECIATION INSTRUMENT AGREEMENT (this “Agreement”), dated as of October 22, 2010, is by and between NBH Holdings Corp., a Delaware corporation (the “Company”), and the Federal Deposit Insurance Corporation, in its capacity as Receiver (the “FDIC”).

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November 7, 2011 James B. Fitzgerald Dear Jim,
Separation Agreement • August 22nd, 2012 • National Bank Holdings Corp • National commercial banks • Delaware

This Letter Agreement sets forth our mutual understanding of the terms of your separation of employment from NBH Holdings Corp. (the “Company”) and memorializes our agreement regarding your continued service during the transition period (the “Transition Period”) that begins November 1, 2011 and ends on January 31, 2012 (your “Separation Date”), at which time your employment with the Company will terminate unless earlier terminated by the Company, in which case the Separation Date shall refer to the date of such termination by the Company. In addition, you may, upon signing the Release (as defined below), terminate your employment with the Company prior to January 31, 2012, in which case the Separation Date shall refer to the date of such termination by you, and you will only be entitled to the accrued and unpaid base salary through such date in accordance with Section 4 and shall not be entitled to any other payments or benefits, including the Bonus Payment (as defined below), and for

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Restricted Stock Award Agreement
Restricted Stock Award Agreement • May 9th, 2014 • National Bank Holdings Corp • National commercial banks • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of [ ], 2014 (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [___________] (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the “Plan”).

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AGREEMENT AND PLAN OF MERGER by and among PEOPLES, INC., NATIONAL BANK HOLDINGS CORPORATION, the Significant Stockholders (as defined herein), and WINTON A. WINTER, JR., solely in his capacity as the Holders’ Representative Dated as of June 23, 2017
Merger Agreement • June 27th, 2017 • National Bank Holdings Corp • National commercial banks • Delaware

Agreement and Plan of Merger (this “Agreement”), dated as of June 23, 2017, by and among Peoples, Inc., a Kansas corporation (“Company”), National Bank Holdings Corporation, a Delaware corporation (“Parent”), the Significant Stockholders and Winton A. Winter, Jr., solely in his capacity as the Holders’ Representative (together, the “Parties,” and each a “Party”).

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Restricted Stock Award Agreement
Restricted Stock Award Agreement • May 9th, 2014 • National Bank Holdings Corp • National commercial banks • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of [ ], 2014 (the “Date of Grant”), is made by and between National Bank Holdings Corporation, a Delaware corporation (“NBHC”), and [___________] (“Participant”). Capitalized terms used herein without definition have the meanings ascribed to such terms in the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the “Plan”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF HILLCREST BANK, OVERLAND PARK, KANSAS FEDERAL DEPOSIT INSURANCE CORPORATION and HILLCREST BANK, NATIONAL ASSOCIATION DATED AS OF OCTOBER...
Purchase and Assumption Agreement • November 14th, 2011 • NBH Holdings Corp.

THIS AGREEMENT, made and entered into as of the 22nd day of October, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of HILLCREST BANK, OVERLAND PARK, KANSAS (the “Receiver”), HILLCREST BANK, NATIONAL ASSOCIATION, organized under the laws of the United States of America, and having its principal place of business in OVERLAND PARK, KANSAS (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COMMUNITY BANKS OF COLORADO, GREENWOOD VILLAGE, COLORADO FEDERAL DEPOSIT INSURANCE CORPORATION and BANK MIDWEST, NATIONAL ASSOCIATION...
Purchase and Assumption Agreement • November 14th, 2011 • NBH Holdings Corp.

THIS AGREEMENT, made and entered into as of the 21st day of October, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COMMUNITY BANKS OF COLORADO, GREENWOOD VILLAGE, COLORADO (the “Receiver”), BANK MIDWEST, NATIONAL ASSOCIATION], organized under the laws of the United States of America, and having its principal place of business in Kansas City, Missouri (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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