ORIGIN BANCORP, INC., AS ISSUER, AND AS TRUSTEE, SUBORDINATED INDENTURE DATED AS OF [________________, _______] SUBORDINATED DEBT SECURITIESIndenture • October 3rd, 2019 • Origin Bancorp, Inc. • State commercial banks • New York
THIS INDENTURE, dated as of [_____________,______], between Origin Bancorp, Inc., a corporation duly organized and existing under the laws of the State of Louisiana (the “Company”), and [________________], as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).
ORIGIN BANCORP, INC., AS ISSUER, AND AS TRUSTEE, SENIOR INDENTURE DATED AS OF [________________, _______] SENIOR DEBT SECURITIESOrigin Bancorp, Inc. • October 3rd, 2019 • State commercial banks • New York
THIS INDENTURE, dated as of [_____________,______], between Origin Bancorp, Inc., a corporation duly organized and existing under the laws of the State of Louisiana (the “Company”), and [________________], as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).
SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2018 • Origin Bancorp, Inc. • State 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 SBLF funds.
ORIGIN BANCORP, INC., AS ISSUER, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUBORDINATED INDENTURE DATED AS OF OCTOBER 16, 2020 SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLEIndenture • October 16th, 2020 • Origin Bancorp, Inc. • State commercial banks • New York
THIS INDENTURE, dated as of October 16, 2020, between Origin Bancorp, Inc., a corporation duly organized and existing under the laws of the State of Louisiana (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).
PLEDGE AND SECURITY AGREEMENT dated as of October 5, 2018 between ORIGIN BANCORP, INC., as Grantor and NEXBANK SSB, as LenderPledge and Security Agreement • October 11th, 2018 • Origin Bancorp, Inc. Attn: Chase Anderson • State commercial banks • Texas
This PLEDGE AND SECURITY AGREEMENT, dated as of October 5, 2018 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between Origin Bancorp, Inc., a Louisiana corporation (the “Borrower” or “Grantor”), and NexBank SSB, as lender (together with its successors and permitted assigns, the “Lender”).
ORIGIN BANCORP, INC. (a Louisiana corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2018 • Origin Bancorp, Inc. • State commercial banks • New York
And U.S. BANK NATIONAL ASSOCIATION Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 16, 2020 to the Subordinated Indenture Dated as of October 16, 2020 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030First Supplemental Indenture • October 16th, 2020 • Origin Bancorp, Inc. • State commercial banks • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 16, 2020, between ORIGIN BANCORP, INC., a Louisiana corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (“Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 19th, 2018 • Origin Bancorp, Inc. • State commercial banks • Louisiana
This Securities Purchase Agreement (“Agreement”) is dated as of November 9, 2012, by and among Community Trust Financial Corporation, a Louisiana corporation (“Company”), on the one hand, and Pine Brook Capital Partners, L.P ., a Delaware limited partnership, Pine Brook Capital Partners (SSP Offshore) II, L.P ., a Cayman Islands exempted limited partnership, and Pine Brook Capital Partners (Cayman), L.P., a Cayman Islands exempted limited partnership, on the other hand (each, an “Individual Purchaser” and collectively, the “Purchaser”).
ORIGIN BANK AMENDED AND RESTATED ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENTEndorsement Split Dollar Life Insurance Agreement • February 28th, 2020 • Origin Bancorp, Inc. • State commercial banks • Louisiana
THIS AMENDED AND RESTATED ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT (“Agreement”) is made and entered into this 27th day of February, 2020, by and between Origin Bank (“Bank”), a bank located in Choudrant, Louisiana and Drake D. Mills (“Executive”). This Agreement amends and restates, and supersedes and replaces, that certain Endorsement Split Dollar Life Insurance Agreement, dated October 29, 2019, by and between the Bank and the Executive.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2018 • Origin Bancorp, Inc. • State commercial banks • Louisiana
This Registration Rights Agreement (this “Agreement”) is made as of this 9th day of November, 2012, by and among Community Trust Financial Corporation, a Louisiana corporation (the “Company”), the investors identified on the signature pages hereto and such other persons or entities that may become parties to this Agreement (collectively, the “Holders” and each individually a “Holder”).
ORIGIN BANCORP, INC.2012 Stock Incentive Plan • February 22nd, 2023 • Origin Bancorp, Inc. • State commercial banks • Louisiana
This Incentive Agreement for Restricted Stock Unit Award (the “Agreement”) is made this December 13, 2022 (the “Date of Grant”) by and between Origin Bancorp, Inc. (the “Company”) and Drake Mills (the “Grantee”) pursuant to the Origin Bancorp, Inc. 2012 Stock Incentive Plan, as amended and restated effective January 1, 2017 (the “Plan”).
Origin Bancorp, Inc. (a Louisiana corporation)Underwriting Agreement • October 9th, 2020 • Origin Bancorp, Inc. • State commercial banks • New York
Origin Bancorp, Inc., a Louisiana corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Stephens Inc., as the sole underwriter (the “Underwriter”), an aggregate of $80,000,000 of the Company’s 4.50% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”). The Securities will be issued pursuant to that certain Subordinated Indenture, dated as of the Closing Time (as defined below) (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENTEndorsement Split Dollar Life Insurance Agreement • October 31st, 2019 • Origin Bancorp, Inc. • State commercial banks • Louisiana
THIS ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT (“Agreement”) is made and entered into this 29th day of October, 2019, by and between Origin Bank (“Bank”), a bank located in Choudrant, Louisiana and Drake D. Mills (“Executive”).
EMPLOYMENT AGREEMENT BETWEEN ORIGIN BANCORP, INC. AND STEPHEN BROLLYEmployment Agreement • July 27th, 2022 • Origin Bancorp, Inc. • State commercial banks
This Employment Agreement (hereinafter referred to as “Agreement”) is made and entered into effective as of the 8th day of August 2022 (“Effective Date”) by and between:
EXECUTIVE DEFERRED COMPENSATION AGREEMENTExecutive Deferred Compensation Agreement • April 19th, 2018 • Origin Bancorp, Inc. • State commercial banks • Louisiana
THIS AGREEMENT, made and entered into this 30th day of March, 2001, by and between Community Trust Bank, a bank organized and existing under the laws of the State of Louisiana (hereinafter referred to as the “Bank”), and Drake D. Mills, an Executive of the Bank (hereinafter referred to as the “Executive”);
EXECUTIVE SALARY CONTINUATION AGREEMENT THAT SUPERCEDES AND REPLACES THE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVEContinuation Agreement • April 19th, 2018 • Origin Bancorp, Inc. • State commercial banks • Louisiana
THIS AGREEMENT, made and entered into this 30th day of June, 2004, by and between Community Trust Bank, a bank organized and existing under the laws of the State of Louisiana (hereinafter referred to as the "Bank"), and Drake D. Mills, an Executive of the Bank (hereinafter referred to as the "Executive").
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2023 • Origin Bancorp, Inc. • State commercial banks
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of this 24th day of May, 2022, by and among Lori Sirman (the “Executive”), BTH Bank, N.A., a national banking association (“BTH Bank”), and BT Holdings, Inc., a Texas corporation and the parent bank holding company for BTH Bank (“BTH”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 22nd, 2023 • Origin Bancorp, Inc. • State commercial banks • Louisiana
THIS AGREEMENT is made as of the day of February 22, 2022 ("Effective Date"), by and among Origin Bank, a Louisiana state bank (the "Bank"), Origin Bancorp, Inc., a Louisiana corporation and registered bank holding company for the Bank ("Origin"), and Derek McGee ("Executive").
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 23rd, 2022 • Origin Bancorp, Inc. • State commercial banks • Louisiana
THIS AGREEMENT is made as of the 14th day of June, 2018, by and among ORIGIN BANK, a Louisiana state bank (the “Bank”), ORIGIN BANCORP, INC., a Louisiana corporation and registered bank holding company for the Bank (“Origin”), and Jimmy R. Crotwell (“Executive”).
ORIGIN BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • August 21st, 2018 • Origin Bancorp, Inc. • State commercial banks
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (“Agreement”) is made and entered into this 17th day of August, 2018, between Origin Bank (“Bank”), a bank located in Ruston, Louisiana, and Stephen H. Brolly (“Executive”).
ORIGIN BANCORP, INC. 2012 STOCK INCENTIVE PLAN (as amended and restated effective January 1, 2017) Incentive Agreement for Performance Unit Award (Performance-Based Vesting)2012 Stock Incentive Plan • February 22nd, 2023 • Origin Bancorp, Inc. • State commercial banks • Louisiana
This Incentive Agreement for Performance Unit Award (the “Agreement”) is made this [________________ ] (the “Date of Grant”) by and between Origin Bancorp, Inc. (the “Company”) and [___________________] (the “Grantee”) pursuant to the Origin Bancorp, Inc. 2012 Stock Incentive Plan, as amended and restated effective January 1, 2017 (the “Plan”).
RESTATED EMPLOYMENT AGREEMENT BETWEEN ORIGIN BANCORP, INC. DRAKE MILLSEmployment Agreement • April 10th, 2018 • Origin Bancorp, Inc. • State commercial banks
This Restated Employment Agreement (hereinafter referred to as “Agreement”) is made and entered into effective as of the 1st day of January, 2016 (“Effective Date”) by and between:
for Restricted Stock AwardStock Incentive Plan Stock Incentive Agreement • August 28th, 2018 • Origin Bancorp, Inc. • State commercial banks • Louisiana
This Agreement is made this the ________ day of _________, 20__ by and between Origin Bancorp, Inc. (the “Company”) and ___________________ (the “Grantee”) pursuant to the Origin Bancorp, Inc. 2012 Stock Incentive Plan (the “Plan”).
DOLLAR PLAN AGREEMENT FOR M. LANCE HALLDollar Plan Agreement • April 19th, 2018 • Origin Bancorp, Inc. • State commercial banks
THIS AMENDMENT, made and entered into this 8th day of December, 2008, by and between Community Trust Bank, a bank organized and existing under the laws of the State of Louisiana (hereinafter referred to as the “Bank”), and M. Lance Hall, an Executive of the Bank (hereinafter referred to as the “Executive”), shall effectively amend the Community Trust Bank Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 4, 2002 (hereinafter referred to as the “Agreement”) as specifically set forth herein. Pursuant to Paragraph XVI of the Agreement, the Bank and the Executive hereby adopt the following amendment:
AMENDED AND RESTATEDContinuation Plan • May 9th, 2019 • Origin Bancorp, Inc. • State commercial banks • Louisiana
THIS PLAN, made and entered into this 1st day of May, 2008, by and between Community Trust Bank, a bank organized and existing under the laws of the State of Louisiana (hereinafter referred to as the "Bank"), and Drake D. Mills, an Executive of the Bank (hereinafter referred to as the "Executive"), a member of a select group of management and highly compensated employees of the Bank, shall amend and restate the Executive Salary Continuation Agreement effective January 1, 2004.
DOLLAR PLAN AGREEMENT FOR M. LANCE HALLDollar Plan Agreement • April 19th, 2018 • Origin Bancorp, Inc. • State commercial banks
THIS AMENDMENT, made and entered into this 18th day of December, 2009, by and between Community Trust Bank, a bank organized and existing under the laws of the State of Louisiana (hereinafter referred to as the “Bank”), and M. Lance Hall, an Executive of the Bank (hereinafter referred to as the “Executive”), shall effectively amend the Community Trust Bank Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 4, 2002 (hereinafter referred to as the “Agreement”) as specifically set forth herein. Pursuant to Paragraph XVI of the Agreement, the Bank and the Executive hereby adopt the following amendment:
ORIGIN BANCORP, INC. OMNIBUS INCENTIVE PLAN Incentive Agreement for Performance Unit Award (Performance-Based Vesting)Incentive Plan Incentive Agreement • May 7th, 2024 • Origin Bancorp, Inc. • State commercial banks • Louisiana
This Incentive Agreement for Performance Unit Award (the “Agreement”) is made this [ ] (the “Date of Grant”) by and between Origin Bancorp, Inc. (the “Company”) and [ ] (the “Grantee”) pursuant to the Origin Bancorp, Inc. Omnibus Incentive Plan (the “Plan”). By accepting the Performance Units, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2018 • Origin Bancorp, Inc. • State commercial banks
LOAN AGREEMENT for a loan in the amount ofLoan Agreement • October 11th, 2018 • Origin Bancorp, Inc. Attn: Chase Anderson • State commercial banks • Texas
THIS LOAN AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of October 5, 2018 (the “Effective Date”), by and between ORIGIN BANCORP, INC., a Louisiana corporation (“Borrower”) and NEXBANK SSB, a Texas savings bank, its successors and assigns (“Lender”).
EXECUTIVE SUPPLEMENTAL INCOME AGREEMENTExecutive Supplemental Income Agreement • October 31st, 2019 • Origin Bancorp, Inc. • State commercial banks • Louisiana
This Executive Supplemental Income Agreement (the “Agreement”) is made and entered into this 29th day of October 2019, by and between Origin Bank (the “Bank”), a Louisiana state bank with its principal office located in Choudrant, Louisiana, and Martin Lance Hall (the “Executive”).
TERMINATION OF CHANGE IN CONTROL AGREEMENTTermination of Change in Control Agreement • February 22nd, 2023 • Origin Bancorp, Inc. • State commercial banks
This TERMINATION OF CHANGE IN CONTROL AGREEMENT (this “Termination Agreement”), effective August 8, 2022, is entered into by and among Origin Bancorp, Inc. (“Origin”), a Louisiana corporation and registered bank holding company, Origin Bank, a Louisiana state bank, and Stephen Brolly (“Executive”).
§409A AMENDED & RESTATED EXECUTIVE SALARY CONTINUATION AGREEMENTExecutive Salary Continuation Agreement • February 28th, 2020 • Origin Bancorp, Inc. • State commercial banks • Louisiana
THIS AGREEMENT, made and entered into this 15th day of December, 2008, by and between Community Trust Bank, a bank organized and existing under the laws of the State of Louisiana (hereinafter referred to as the “Bank”), and Cary S. Davis, an Executive of the Bank (hereinafter referred to as the “Executive”).
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 23rd, 2022 • Origin Bancorp, Inc. • State commercial banks • Texas
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of October 29, 2021, between ORIGIN BANCORP, INC., a Louisiana corporation (“Borrower”), and NEXBANK (with its participants, successors and assigns, “Lender”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • April 10th, 2018 • Origin Bancorp, Inc. • State commercial banks • Louisiana
THIS AGREEMENT is entered into on this the ____ day of ____________, 20___, by and between ORIGIN BANCORP, INC., a corporation organized and existing under the laws of the State of Louisiana (hereinafter the “Company”), and ____________________, an individual resident of ______________, Louisiana (hereinafter “Optionee”).
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • February 6th, 2020 • Origin Bancorp, Inc. • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of February 6, 2020, and is made by and between Origin Bank, a Louisiana state-chartered commercial bank (the “Company”), and the purchasers of the Notes (as defined herein) named on the signature page hereto (each, a “Purchaser” and, together the other Purchasers, the “Purchasers”).
