DEBT SECURITIESIndenture • November 23rd, 2015 • LegacyTexas Financial Group, Inc. • Savings institution, federally chartered • New York
INDENTURE, dated as of November 23, 2015, between LEGACYTEXAS FINANCIAL GROUP, INC., a corporation duly organized and existing under the laws of the State of Maryland (the “Company”), having its principal office at 5851 Legacy Circle, Suite 1200, Plano, Texas 75024, and U.S. BANK NATIONAL ASSOCIATION as Trustee (the “Trustee”).
Up to 26,450,000 Shares ViewPoint Financial Group, Inc. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENTAgency Agreement • March 16th, 2010 • ViewPoint Financial Group Inc. • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 20th, 2019 • LegacyTexas Financial Group, Inc. • Savings institution, federally chartered • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is made the 16th day of June, 2019, by and among PROSPERITY BANK, a Texas banking association having a principal place of business at 1301 North Mechanic Street, El Campo, Texas 77437 (“Employer”), LEGACYTEXAS BANK, a Texas banking association having a principal place of business at 5851 Legacy Circle, Suite 1200, Plano, Texas 75024 (the “Bank”) and Thomas S. Swiley, an individual who resides in the State of Texas (“Employee”).
VIEWPOINT FINANCIAL GROUP, INC. AND VIEWPOINT BANK, N.A. DIRECTOR'S AGREEMENT'S Agreement • March 6th, 2013 • ViewPoint Financial Group Inc. • Savings institution, federally chartered • Texas
WHEREAS, James B. McCarley (the “Director”) has served as a director of ViewPoint Financial Group, Inc. and its predecessors and affiliates (“VPFG”); and
AGREEMENTAgreement • November 1st, 2012 • ViewPoint Financial Group Inc. • Savings institution, federally chartered • Texas
THIS AGREEMENT (the “Agreement”) is made and entered into to be effective as of the 29th day of October, 2012 (the “Commencement Date”), by and between ViewPoint Bank (which, together with any successor thereto which executes and delivers the assumption agreement required by Section 8(a) hereof or which otherwise becomes bound by all of the terms and provisions of this Agreement by agreement, operation of law or otherwise, is hereinafter referred to as the “Bank”), and (the “Employee”).
LEGACYTEXAS FINANCIAL GROUP, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 7th, 2017 • LegacyTexas Financial Group, Inc. • Savings institution, federally chartered
This option, intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is granted as of [ ] by LegacyTexas Financial Group, Inc. (the "Company") to ___________ (the "Optionee"), in accordance with the following terms and conditions:
PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • March 2nd, 2018 • LegacyTexas Financial Group, Inc. • Savings institution, federally chartered
Performance Shares are hereby awarded on _____________ (the "Grant Date") by LegacyTexas Financial Group, Inc., a Maryland corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth.
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN PROSPERITY BANCSHARES, INC. AND LEGACYTEXAS FINANCIAL GROUP, INC. Dated as of June 16, 2019Agreement and Plan of Reorganization • June 17th, 2019 • LegacyTexas Financial Group, Inc. • Savings institution, federally chartered • Texas
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made and entered into as of the 16th day of June, 2019, by and between Prosperity Bancshares, Inc., a Texas corporation and registered financial holding company with its principal offices in Houston, Texas (“Prosperity”), and LegacyTexas Financial Group, Inc., a Maryland corporation and registered bank holding company with its principal offices in Plano, Texas (“Legacy”).
LEGACYTEXAS FINANCIAL GROUP, INC. RESTRICTED STOCK AWARD AGREEMENT [Time-based Vesting]Restricted Stock Award Agreement • November 7th, 2017 • LegacyTexas Financial Group, Inc. • Savings institution, federally chartered
Restricted Stock is hereby awarded on _____________ by LegacyTexas Financial Group, Inc., a Maryland corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Grantee. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.
RESIGNATION, RELEASE AND CONSULTING AGREEMENTResignation, Release and Consulting Agreement • July 3rd, 2013 • ViewPoint Financial Group Inc. • Savings institution, federally chartered • Texas
This Resignation, Release and Consulting Agreement (this “Agreement”) is entered into this 3rd day of July, 2013 (but shall be effective at the Effective Time, as hereinafter defined) by and between ViewPoint Financial Group, Inc. (“VPFG”), ViewPoint Bank, N.A. (the “Bank”) and Pathie E. McKee (“McKee”).
General ReleaseGeneral Release • August 10th, 2012 • ViewPoint Financial Group Inc. • Savings institution, federally chartered
This General Release, executed on August 8, 2012 but effective as of the Effective Date (as defined below), is delivered by James C. Parks (the “Employee”) to and for the benefit of the Released Parties (as defined below). The Employee acknowledges that this General Release is being executed in accordance with Section 3(e) of the Agreement dated effective as of January 1, 2011 (the “Agreement”) between Employee and ViewPoint Bank, N.A (“ViewPoint Bank”).
FELDMAN FINANCIAL ADVISORS, INC. 1001 CONNECTICUT AVENUE, NW, SUITE 840 WASHINGTON, DC 20036 (202) 467-6862 • FAX (202) 467-6963ViewPoint Financial Group Inc. • March 16th, 2010
VIEWPOINT FINANCIAL GROUP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 14th, 2012 • ViewPoint Financial Group Inc. • Savings institution, federally chartered
This Restricted Stock Award (“Restricted Stock Award”) is granted by ViewPoint Financial Group, Inc. (“Corporation”) to [Name] (“Grantee”) in accordance with the terms of this Restricted Stock Award Agreement (“Agreement”) and subject to the provisions of the ViewPoint Financial Group, Inc. 2012 Equity Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.
VIEWPOINT FINANCIAL GROUP, INC. INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • June 14th, 2012 • ViewPoint Financial Group Inc. • Savings institution, federally chartered
This Incentive Stock Option Award (“ISO”) is granted by ViewPoint Financial Group, Inc. (“Corporation”) to [Name] (“Option Holder”) in accordance with the terms of this Incentive Stock Option Award Agreement (“Agreement”) and subject to the provisions of the ViewPoint Financial Group, Inc. 2012 Equity Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 26th, 2016 • LegacyTexas Financial Group, Inc. • Savings institution, federally chartered
This Restricted Stock Award (“Restricted Stock Award”) is granted by LegacyTexas Financial Group, Inc. (the “Corporation”) to _____________________ (the “Director”) in accordance with the terms of this Non-Employee Director Restricted Stock Award Agreement (the “Agreement”) and subject to the provisions of the LegacyTexas Financial Group, Inc. 2012 Equity Incentive Plan, as amended from time to time (the “Plan”). A copy of the Plan, as currently in effect, is incorporated herein by reference and is either attached hereto or has been delivered previously to the Director. Capitalized terms used herein which are not defined in this Agreement shall have the meaning ascribed to such terms in the Plan.
VIEWPOINT FINANCIAL GROUP, INC. AND VIEWPOINT BANK, N.A. DIRECTOR'S AGREEMENTViewPoint Financial Group Inc. • March 6th, 2013 • Savings institution, federally chartered • Texas
WHEREAS, V. Keith Sockwell (the “Director”) has served as a director of ViewPoint Financial Group, Inc. and its predecessors and affiliates (“VPFG”); and
CHANGE IN CONTROL AND SEVERANCE BENEFITS AGREEMENTChange in Control and Severance Benefits Agreement • December 2nd, 2013 • ViewPoint Financial Group Inc. • Savings institution, federally chartered • Texas
This Change In Control and Severance Benefits Agreement (the “Agreement”) is entered into this 2nd day of December, 2013 (the “Effective Date”), between ViewPoint Financial Group, Inc. (the “Company”) and [●] (“Executive”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events, and supersedes that certain severance agreement dated [●] between Company and Executive.
GLOBAL NOTEGlobal Note • September 20th, 2016 • LegacyTexas Financial Group, Inc. • Savings institution, federally chartered
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO IN THIS SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR ITS NOMINEE. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE OR A SUCCESSOR OF SUCH DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
VIEWPOINT FINANCIAL GROUP, INC. AND VIEWPOINT BANK, N.A. DIRECTOR'S AGREEMENTViewPoint Financial Group Inc. • February 20th, 2013 • Savings institution, federally chartered • Texas
WHEREAS, _________________ (the “Director”) has served as a director of ViewPoint Financial Group, Inc. and its predecessors and affiliates (“VPFG”); and
LEGACYTEXAS FINANCIAL GROUP, INC. RESTRICTED STOCK AWARD AGREEMENT (Non- Employee Director Form)Legacytexas Financial • November 7th, 2017 • LegacyTexas Financial Group, Inc. • Savings institution, federally chartered
Restricted Stock is hereby awarded on _____________ by LegacyTexas Financial Group, Inc., a Maryland corporation (the "Company"), to ______________ (the "Grantee"), pursuant to the LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Grantee. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.
General ReleaseGeneral Release • July 5th, 2012 • ViewPoint Financial Group Inc. • Savings institution, federally chartered
This General Release, executed on July 5, 2012 but effective as of the Effective Date (as defined below), is delivered by Mark E. Hord (the “Employee”) to and for the benefit of the Released Parties (as defined below). The Employee acknowledges that this General Release is being executed in accordance with Section 3(e) of the Agreement dated effective as of January 1, 2011 (the “Agreement”) between Employee and ViewPoint Bank, N.A (“ViewPoint Bank”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 29th, 2014 • ViewPoint Financial Group Inc. • Savings institution, federally chartered
THIS SECOND AMENDMENT (this “Amendment”), dated as of August 29, 2014, to the Agreement and Plan of Merger, dated as of November 25, 2013, as amended by the Amendment to Agreement and Plan of Merger, dated February 19, 2014 (collectively, the “Agreement”), is entered into by and between VIEWPOINT FINANCIAL GROUP, INC., a Maryland corporation (“ViewPoint”) and LEGACYTEXAS GROUP, INC., a Texas corporation (“Legacy”). ViewPoint and Legacy are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not defined herein have the meanings set forth in the Agreement.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 26th, 2014 • ViewPoint Financial Group Inc. • Savings institution, federally chartered
THIS AMENDMENT (this “Amendment”), dated as of February 19, 2014, to the Agreement and Plan of Merger, dated as of November 25, 2013 (the “Agreement”), is entered into by and between VIEWPOINT FINANCIAL GROUP, INC., a Maryland corporation (“ViewPoint”) and LEGACYTEXAS GROUP, INC., a Texas corporation (“Legacy”). ViewPoint and Legacy are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not defined herein have the meanings set forth in the Agreement.
LEGACYTEXAS FINANCIAL GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENTLegacytexas Financial • November 7th, 2017 • LegacyTexas Financial Group, Inc. • Savings institution, federally chartered
This option, intended to be a Non-Qualified Stock Option, is granted as of [ ] by LegacyTexas Financial Group, Inc. (the "Company") to ___________ (the "Optionee"), in accordance with the following terms and conditions:
LEGACYTEXAS FINANCIAL GROUP, INC. as Issuer AND as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 23, 2015Supplemental Indenture • November 23rd, 2015 • LegacyTexas Financial Group, Inc. • Savings institution, federally chartered • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 23, 2015, is between LEGACYTEXAS FINANCIAL GROUP, INC., a corporation duly organized and existing under the laws of the State of Maryland (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
RESIGNATION, CONSULTING, NONCOMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT AND RELEASESolicitation and Confidentiality Agreement and Release • February 28th, 2012 • ViewPoint Financial Group Inc. • Savings institution, federally chartered • Texas
This Resignation, Consulting, Non-Competition, Non-Solicitation and Confidentiality Agreement (this “Agreement”) is entered into this 28th day of December, 2011 (but shall be effective at the Effective Time (as hereinafter defined) by and between ViewPoint Financial Group, Inc. (“VPFG”) and Garold R. Base (“Base”).
AGREEMENT AND PLAN OF MERGER by and between VIEWPOINT FINANCIAL GROUP, INC. andAgreement and Plan of Merger • November 25th, 2013 • ViewPoint Financial Group Inc. • Savings institution, federally chartered • Texas
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 25, 2013 (this “Agreement”), is entered into between VIEWPOINT FINANCIAL GROUP, INC., a Maryland corporation (“ViewPoint”), and LEGACYTEXAS GROUP, INC., a Texas corporation (“Legacy”). ViewPoint and Legacy are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
VIEWPOINT FINANCIAL GROUP, INC. AND VIEWPOINT BANK, N.A. AMENDED AND RESTATED DIRECTOR'S AGREEMENTDirector's Agreement • May 10th, 2013 • ViewPoint Financial Group Inc. • Savings institution, federally chartered • Texas
WHEREAS, Gary D. Basham (the “Director”) has served as a director of ViewPoint Financial Group, Inc. and its predecessors and affiliates (“VPFG”); and
Change In Control and Severance Benefits AgreementControl and Severance Benefits Agreement • November 25th, 2013 • ViewPoint Financial Group Inc. • Savings institution, federally chartered • Texas
This Change In Control and Severance Benefits Agreement (the “Agreement”) is entered into this ___st day of November, 2013, between ViewPoint Financial Group, Inc. (the “Company”) and Mays Davenport (“Executive”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.
AGREEMENT AND PLAN OF MERGER by and between VIEWPOINT FINANCIAL GROUP, INC. and HIGHLANDS BANCSHARES, INC. Dated as of December 8, 2011Agreement and Plan of Merger • December 9th, 2011 • ViewPoint Financial Group Inc. • Savings institution, federally chartered • Texas
AGREEMENT AND PLAN OF MERGER, dated as of December 8, 2011 (this “Agreement”), by and between ViewPoint Financial Group, Inc., a Maryland corporation (“ViewPoint”), and Highlands Bancshares, Inc., a Texas corporation (“Highlands”, and together with ViewPoint, the “Parties”).
VIEWPOINT FINANCIAL GROUP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 14th, 2012 • ViewPoint Financial Group Inc. • Savings institution, federally chartered
This Restricted Stock Award (“Restricted Stock Award”) is granted by ViewPoint Financial Group, Inc. (“Corporation”) to [Name] (“Grantee”) in accordance with the terms of this Restricted Stock Award Agreement (“Agreement”) and subject to the provisions of the ViewPoint Financial Group, Inc. 2012 Equity Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 2nd, 2013 • ViewPoint Financial Group Inc. • Savings institution, federally chartered • Texas
This Agreement is made and effective as of this 2nd day of December, 2013 (the “Effective Date”) by and between ViewPoint Bank, N.A. a national banking association with its principal location in Plano, Texas (the “Bank”), ViewPoint Financial Group, Inc., a Texas corporation and registered bank holding company with its principal location in Plano, Texas (“VPFG”) (the Bank and VPFG collectively referred to herein as the “Company”) and Kevin J. Hanigan (the “Executive”), and supersedes the Employment Agreement dated as of December 8, 2011, by and between the Company and the Executive.
RESTRICTED STOCK AWARD AND NON-SOLICITATION AGREEMENT (Time-based and Performance-based Award Agreement)2012 Equity Incentive Plan • July 26th, 2016 • LegacyTexas Financial Group, Inc. • Savings institution, federally chartered
This Restricted Stock Award (“Restricted Stock Award”) is granted by LegacyTexas Financial Group, Inc. (the “Corporation”) to _____________________ (the “Grantee”) in accordance with the terms of this Restricted Stock Award and Non-solicitation Agreement (the “Agreement”) and subject to the provisions of the LegacyTexas Financial Group, Inc. 2012 Equity Incentive Plan, as amended from time to time (the “Plan”). A copy of the Plan, as currently in effect, is incorporated herein by reference and is either attached hereto or has been delivered previously to the Grantee. Capitalized terms used herein which are not defined in this Agreement shall have the meaning ascribed to such terms in the Plan.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 17th, 2012 • ViewPoint Financial Group Inc. • Savings institution, federally chartered • Texas
This Agreement is made and effective as of this 8th day of December 2011 by and between ViewPoint Bank, N.A. a national banking association with its principal location in Plano, Texas (the “Bank”), ViewPoint Financial Group, a Texas corporation and registered bank holding company with its principal location in Plano, Texas (“VPFG”) (collectively referred to herein as “Company”) and Kevin J. Hanigan (the “Executive”).
VIEWPOINT FINANCIAL GROUP, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • June 14th, 2012 • ViewPoint Financial Group Inc. • Savings institution, federally chartered
This Non-Qualified Stock Option Award (“NQSO”) is granted by ViewPoint Financial Group, Inc. (“Corporation”) to [Name] (“Option Holder”) in accordance with the terms of this Non-Qualified Stock Option Award Agreement (“Agreement”) and subject to the provisions of the ViewPoint Financial Group, Inc. 2012 Equity Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.
