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CVB Financial Corp Sample Contracts

Standard Contracts

EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • January 29th, 2002 • CVB Financial Corp • State commercial banks • California
EXHIBIT 4.11 GUARANTEE AGREEMENT BY AND BETWEEN CVB FINANCIAL CORP.
Guarantee Agreement • March 15th, 2004 • CVB Financial Corp • State commercial banks • New York
Form of Underwriting Agreement CVB Financial Corp. (a California corporation) [ ] Shares of Common Stock (No Par Value Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • July 20th, 2009 • CVB Financial Corp • State commercial banks • New York

KEEFE, BRUYETTE & WOODS, INC. as Representative of the several Underwriters c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue 4th Floor New York, New York 10019

EXHIBIT 10.1
Stock Option Agreement • May 21st, 1999 • CVB Financial Corp • State commercial banks • California
CVB FINANCIAL CORP., AS ISSUER INDENTURE
Indenture • March 15th, 2004 • CVB Financial Corp • State commercial banks • New York
BY AND AMONG
Merger Agreement • May 15th, 2003 • CVB Financial Corp • State commercial banks • California
AND
Preferred Shares Rights Agreement • June 22nd, 2000 • CVB Financial Corp • State commercial banks • California
SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • March 2nd, 2015 • CVB Financial Corp • State commercial banks • California

This agreement (the “Agreement”) is entered into this 1st day of January 2015 (“Effective Date”), by and between Citizens Business Bank (the “Bank”), and James Dowd, Executive Vice President of the Bank (the “Executive”).

SEVERANCE COMPENSATION AGREEMENT (SEC EXECUTIVE VICE PRESIDENT)
Severance Compensation Agreement • March 1st, 2022 • CVB Financial Corp • State commercial banks

This Severance Compensation Agreement (the “Agreement”) is entered into as of February 1, 2022 (”Effective Date”), by and between Citizens Business Bank (the “Bank”), and [Insert Name and Job Title] of the Bank (the “Executive”).

SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • August 8th, 2007 • CVB Financial Corp • State commercial banks • California

This agreement is entered into the 27th day of June, 2007, by and between Citizens Business Bank (the “Bank”), and Chris A. Walters, Executive Vice President of the Bank (the “Executive”).

FORM OF NAMED EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2024 • CVB Financial Corp • State commercial banks • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective July __, 2024 (the “Effective Date”), by and among Citizens Business Bank, (“the Bank”) and CVB Financial Corp. (“CVB” and with the Bank hereinafter collectively referred to as “the Company”) on the one hand, and the executive officer whose name is set forth on the signature page of this Agreement (“Executive”) on the other hand, on the basis of the following.

GUARANTEE AGREEMENT CVB Financial Corp. Dated as of January 31, 2006
Guarantee Agreement • February 2nd, 2006 • CVB Financial Corp • State commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of January 31, 2006, is executed and delivered by CVB Financial Corp., incorporated in California (the “Guarantor”), and U.S. Bank National Association, 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 CVB Statutory Trust III, a Connecticut statutory trust (the “Issuer”).

EXHIBIT 10.35 SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • March 23rd, 2001 • CVB Financial Corp • State commercial banks • California
SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • March 1st, 2018 • CVB Financial Corp • State commercial banks • California

This agreement (the “Agreement”) is entered into this 10th day of July, 2017 (“Effective Date”), by and between Citizens Business Bank (the “Bank”), and Richard H. Wohl, Executive Vice President of the Bank (the “Executive”).

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF SAN JOAQUIN BANK, BAKERSFIELD, CALIFORNIA FEDERAL DEPOSIT INSURANCE CORPORATION and CITIZENS BUSINESS BANK DATED AS OF OCTOBER 16, 2009
Purchase and Assumption Agreement • October 20th, 2009 • CVB Financial Corp • State commercial banks • New York

THIS AGREEMENT, made and entered into as of the 16th day of October, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of SAN JOAQUIN BANK, BAKERSFIELD, CALIFORNIA (the “Receiver”), CITIZENS BUSINESS BANK, organized under the laws of the state of California, and having its principal place of business in Ontario, California (the “Assuming Bank”), 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”).

AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • March 14th, 2006 • CVB Financial Corp • State commercial banks

This Amendment (this “Amendment”) to the Severance Compensation Agreement by and between Citizens Business Bank (the “Bank”) and Edward J. Biebrich, Jr. (the “Executive”) dated April 1, 2004 (the “Agreement”) is entered into on March 18, 2005 by and between the Bank and the Executive. Capitalized terms used but not otherwise defined herein shall have the respective meanings given them in the Agreement.

SEVERENCE COMPENSATION AGREEMENT
Severance Compensation Agreement • March 6th, 2006 • CVB Financial Corp • State commercial banks • California

This agreement is entered into the 31st day of August, 2005 by and between Citizens Business Bank (the “Bank”), and Edward J. Mylett, Jr., SVP of the Bank (the “Executive”).

EXHIBIT 2.1
Agreement and Plan of Reorganization • May 21st, 1999 • CVB Financial Corp • State commercial banks • California
WAIVER AND GENERAL RELEASE AGREEMENT
Waiver and General Release Agreement • April 27th, 2016 • CVB Financial Corp • State commercial banks • California

This Waiver and General Release Agreement (the “Agreement”) is made and entered into by and among CVB Financial Corp. and Citizens Business Bank (collectively, the “Company”), on the one hand, and Richard C. Thomas (“Associate”), on the other hand, for the following purposes and with reference to the following facts:

CONSULTING AGREEMENT
Consulting Agreement • November 14th, 2016 • CVB Financial Corp • State commercial banks • California

This Consulting Agreement (this “Agreement”) is made and entered into as of September 22, 2016, by and between Citizens Business Bank, a California banking corporation (the “Company”), and Allan W. Stone, an individual (“Consultant”).

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • April 27th, 2016 • CVB Financial Corp • State commercial banks • California

This Consulting Services Agreement (the “Agreement”) is made by and among CVB Financial Corp. and Citizens Business Bank (collectively, the “Company”), on the one hand, and Richard C. Thomas (the “Consultant”), on the other hand, for the following purposes and with reference to the following facts:

United States Department Of The Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 August 26, 2009
Securities Purchase Agreement • September 1st, 2009 • CVB Financial Corp • State commercial banks

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER by and between CVB FINANCIAL CORP. and VALLEY COMMERCE BANCORP September 22, 2016
Merger Agreement • September 23rd, 2016 • CVB Financial Corp • State commercial banks • California

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of September 22, 2016 (this “Agreement”), is by and between CVB Financial Corp., a California corporation (“CVB“), and Valley Commerce Bancorp, a California corporation (“Valley”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • December 20th, 2016 • CVB Financial Corp • State commercial banks

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION dated December 19, 2016 (this “Amendment”) is made to the Agreement and Plan of Reorganization and Merger dated as of September 22, 2016 (the “Merger Agreement”) by and between CVB Financial Corp., a California corporation (“CVB”), and Valley Commerce Bancorp, a California corporation (“Valley”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

CONSULTING AND CONFIDENTIALITY AGREEMENT
Consulting and Confidentiality Agreement • January 2nd, 2009 • CVB Financial Corp • State commercial banks • California

This Agreement (the “Agreement”) is entered into by and between Jay Coleman (“Coleman”), on the one hand, and Citizens Business Bank (together with its parents, subsidiaries and affiliated corporations and entities, the “Bank”), on the other hand (collectively, the “Parties”).

RETIREMENT AND CONSULTING AGREEMENT
Retirement and Consulting Agreement • July 19th, 2019 • CVB Financial Corp • State commercial banks • California

THIS RETIREMENT AND CONSULTING AGREEMENT (“Agreement”) is made and entered into on July 17, 2019 (the “Effective Date”), by and among Citizens Business Bank (“the Bank”) and CVB Financial Corp. (“CVB” and with the Bank hereinafter collectively referred to as “the Company”), on the one hand, and Christopher D. Myers (“Myers”) on the other hand, on the basis of the following.

United States Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 September 2, 2009
Securities Purchase Agreement • September 3rd, 2009 • CVB Financial Corp • State commercial banks

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).