Charter Financial Corp Sample Contracts
Charter Financial Corporation (a Maryland-chartered Stock Corporation) Up to 15,525,000 Shares COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT February 11, 2013Agency Agreement • February 15th, 2013 • Charter Financial Corp • Savings institution, federally chartered • New York
Standard Contracts
One-Year Change of Control AgreementChange of Control Agreement • December 24th, 2009 • Charter Financial Corp • Georgia
This Change of Control Agreement (the “Agreement”) is made and entered into as of August 13, 2002 by and among CharterBank, a federally-chartered savings bank having an office at 600 Third Avenue, West Point, GA 31833 (the “Bank”), Charter Financial Corporation, a federally-chartered corporation having an office at 600 Third Avenue, West Point, GA 31833 (the “Company”) and Lee Washam (the “Officer”).
Employment AgreementEmployment Agreement • December 24th, 2009 • Charter Financial Corp • Georgia
This employment agreement (the “Agreement”) is made and entered into as of August 15, 2002 by and between charter financial corporation, a federally-chartered corporation having an office at 600 Third Avenue, West Point, GA 31833 (the “Company”) and Robert L. Johnson, an individual residing at 3345 Barnes Mill Road, Hamilton, GA 31811 (the “Executive”).
CHARTERBANK SALARY CONTINUATION PLANSalary Continuation Plan • December 24th, 2009 • Charter Financial Corp • Georgia
THIS SALARY CONTINUATION PLAN AGREEMENT (this “Agreement”) is entered into as of this first day January, 2009 by and between Charterbank, a federally chartered thrift, supervised by the Office of Thrift Supervision (the “Employer”), located in West Point, Georgia, and Lee Washam, an individual resident of Georgia (hereinafter referred to as the “Executive” or “Participant”) .
ENDORSEMENT SPLIT-DOLLAR AGREEMENT Effective June 1, 2006Endorsement Split-Dollar Agreement • December 24th, 2009 • Charter Financial Corp • Georgia
This Endorsement Split-Dollar Agreement (“Agreement”) made and entered into by and between CharterBank, West Point, Georgia (“Employer”) and Thomas M. Lane (“Director”);
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 9th, 2018 • Charter Financial Corp • Savings institution, federally chartered • Florida
This Agreement and Plan of Merger (this “Agreement”) is dated as of April 24, 2018, by and between CenterState Bank Corporation, a Florida corporation (“CenterState”), and Charter Financial Corporation, a Maryland corporation (“Charter” and, together with CenterState, the “Parties” and each a “Party”).
CharterBank SPLIT DOLLAR AGREEMENTSplit Dollar Agreement • December 14th, 2012 • Charter Financial Corp • Savings institution, federally chartered • Georgia
THIS SPLIT DOLLAR AGREEMENT (this “Agreement”) is entered into as of this 18th day June, 2010 by and between CharterBank (the “Employer”), and CURT KOLLAR, an individual resident of GEORIGA (hereinafter referred to as the “Executive”).
CHARTERBANK AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR CURTIS R. KOLLARSupplemental Executive Retirement Plan Agreement • December 21st, 2015 • Charter Financial Corp • Savings institution, federally chartered • Georgia
CharterBank, a federally chartered thrift (the “Employer”) has adopted this Amended and Restated CharterBank Supplemental Executive Retirement Plan Agreement for Curtis R. Kollar (the “Plan”) to provide supplemental retirement benefits to Curtis R. Kollar, an individual resident of Georgia (the “Executive”), in recognition of his service and contributions made to the Employer. The Salary Continuation Plan between Employer and Executive was originally entered into on January 1, 2009 to encourage the Executive to remain an employee of the Employer and to provide salary continuation benefits to the Executive from the Employer’s general assets and was subsequently frozen as of June 30, 2012. Thereafter, the Employer adopted the Supplemental Executive Retirement Plan Agreement on September 25, 2012 between the Employer and the Executive to provide certain supplemental nonqualified pension benefits to the Executive. For ease of ongoing administrator, the Employer is now consolidating these p
November 6, 2012Independent Conversion Appraisal Services Agreement • December 14th, 2012 • Charter Financial Corp • Savings institution, federally chartered
This letter sets forth the agreement between CharterBank (the “Company”), subsidiary of First Charter, MHC, West Point, Georgia (the “MHC”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the mutual-to-stock conversion of the MHC. The specific appraisal services to be rendered by RP Financial are described below. These appraisal services will be rendered by a team of senior members of our firm and will be directed by the undersigned.
Restricted Stock AwardRestricted Stock Award • March 21st, 2014 • Charter Financial Corp • Savings institution, federally chartered
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2013 Equity Incentive Plan (the “Plan”) of Charter Financial Corporation (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same m
AMENDMENT TO TWO-YEAR CHANGE OF CONTROL AGREEMENT with LEE WASHAMChange of Control Agreement • December 21st, 2015 • Charter Financial Corp • Savings institution, federally chartered
THIS AMENDMENT (this “Amendment”), effective as of December 15, 2015, by and between CharterBank, a federally-chartered savings bank (the “Bank”), Charter Financial Corporation, a Maryland corporation and successor to Charter Financial Corporation, a federally-chartered corporation (the “Company”), and Lee Washam (the “Officer”), amends that certain Two-Year Change of Control Agreement, dated as of December 23, 2009, by and between the Bank, the Company and the Officer (the “Change of Control Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2015 • Charter Financial Corp • Savings institution, federally chartered • Georgia
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of December 15, (the “Effective Date”), by and between CHARTER FINANCIAL CORPORATION, a Maryland corporation having an office at 1233 O.G. Skinner Dr., West Point, GA 31833 (the “Company”) and ROBERT L. JOHNSON (“Executive”). This Agreement amends and restates in its entirety that certain amended and restated Employment Agreement by and between the Company and Executive dated as of December 5, 2014 (the “Prior Agreement”).
AMENDMENT TO FREEZE BENEFIT ACCRUALS UNDER THE CHARTERBANK SALARY CONTINUATION PLANSalary Continuation Plan Amendment • December 14th, 2012 • Charter Financial Corp • Savings institution, federally chartered
This Amendment is adopted this 25th day of September, 2012, by and between CharterBank (the “Employer”) and Lee Washam, an individual resident of the State of Georgia (the “Executive”).
ENDORSEMENT SPLIT-DOLLAREndorsement Split-Dollar Agreement • December 24th, 2009 • Charter Financial Corp • Georgia
This Endorsement, Split-Dollar Agreement (“Agreement”) made and entered into by and between CharterBank, West Point, Georgia (“Employer”) and David L. Strobel (“Director”);
ENDORSEMENT SPLIT-DOLLAREndorsement Split-Dollar Agreement • December 24th, 2009 • Charter Financial Corp • Georgia
This Endorsement Split-Dollar Agreement (“Agreement”) made and entered into by and between CharterBank, West Point, Georgia (“Employer”) and Jane W. Darden (“Director”);
AGREEMENT AND PLAN OF MERGER BY AND AMONG CHARTER FINANCIAL CORPORATION, CHARTER MERGER SUB, LLC AND RESURGENS BANCORP Dated as of June 1, 2017Merger Agreement • June 1st, 2017 • Charter Financial Corp • Savings institution, federally chartered • Georgia
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 1, 2017 is by and among Charter Financial Corporation, a Maryland corporation (“Buyer”), Charter Merger Sub, LLC, a Georgia limited liability company of which Buyer is the sole member (“Merger Sub”), and Resurgens Bancorp, a Georgia corporation (“Seller”).
CHARTER FINANCIAL CORPORATIONStock Option Agreement • March 21st, 2014 • Charter Financial Corp • Savings institution, federally chartered
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2013 Equity Incentive Plan (the “Plan”) of Charter Financial Corporation (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2016 • Charter Financial Corp • Savings institution, federally chartered • Georgia
THIS AGREEMENT ("Agreement') is made and entered into as of this 3rd day November, 2016, by and between Curt Johnson, an individual resident of the State of Alabama("Executive"), and CharterBank, a federally chartered savings association (the “Employer”) and Charter Financial Corporation, a Maryland corporation (“Charter Financial”).
November 24, 2009Independent Conversion Appraisal Services Agreement • December 24th, 2009 • Charter Financial Corp
This letter sets forth the agreement between CharterBank (the “Company”), subsidiary of First Charter, MHC, West Point, Georgia (the “MHC”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the mutual-to-stock conversion of the MHC. The specific appraisal services to be rendered by RP Financial are described below. These appraisal services will be rendered by a team of senior members of our firm and will be directed by the undersigned.
AMENDMENT TO FREEZE BENEFIT ACCRUALS UNDER THE CHARTERBANK SALARY CONTINUATION PLANSalary Continuation Plan Amendment • December 14th, 2012 • Charter Financial Corp • Savings institution, federally chartered
This Amendment is adopted this 25th day of September, 2012, by and between CharterBank (the “Employer”) and Robert Johnson, an individual resident of the State of Alabama (the “Executive”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CHARTER FINANCIAL CORPORATION, CHFN MERGER SUB, LLC AND CBS FINANCIAL CORPORATION Dated as of December 3, 2015Merger Agreement • February 8th, 2016 • Charter Financial Corp • Savings institution, federally chartered • Georgia
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 3, 2015 is by and among Charter Financial Corporation, a Maryland corporation (“Buyer”), CHFN Merger Sub, LLC, a Georgia limited liability company of which Buyer is the sole member (“Merger Sub”), and CBS Financial Corporation, a Georgia corporation (“Seller”).
CHARTER FINANCIAL CORPORATIONStock Option Agreement • March 21st, 2014 • Charter Financial Corp • Savings institution, federally chartered
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2013 Equity Incentive Plan (the “Plan”) of Charter Financial Corporation (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 12th, 2014 • Charter Financial Corp • Savings institution, federally chartered • Georgia
This INDEMNIFICATION AGREEMENT is made and entered into as of ________________,_______, by and between CHARTER FINANCIAL CORPORATION, a Maryland corporation (the “Corporation”), and ________________, an officer, member of the Board of Directors or other employee or agent of the Corporation (“Indemnitee”).
