EXHIBIT 2.7 ----------- AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of the 26th day of September, 2001, by and among PAB BANKSHARES, INC., a corporation organized under the laws of the State of...Merger Agreement • April 16th, 2002 • Pab Bankshares Inc • State commercial banks
EXHIBIT 10.9 ------------ EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into as of August 30, 2000, by and between M. Burke Welsh, Jr., a resident of the State of Georgia (the "Executive") and PAB Bankshares, Inc., a...Employment Agreement • April 16th, 2002 • Pab Bankshares Inc • State commercial banks • Georgia
EXHIBIT 10.10 ------------- EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into effective as of the 1st day of January, 2003, by and among MICHAEL E. RICKETSON, a resident of the State of Georgia (the "Employee"),...Employment Agreement • March 28th, 2003 • Pab Bankshares Inc • State commercial banks • Georgia
PREAMBLEMerger Agreement • April 2nd, 2001 • Pab Bankshares Inc • State commercial banks • Georgia
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2000 • Pab Bankshares Inc • State commercial banks • Georgia
EXHIBIT 10.13 ------------- EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into effective as of the 1st day of January, 2003, by and among Donald J. Torbert, Jr., a resident of the State of Georgia (the...Employment Agreement • March 28th, 2003 • Pab Bankshares Inc • State commercial banks • Georgia
JUNIOR SUBORDINATED INDENTURE between PAB BANKSHARES, INC. and WILMINGTON TRUST COMPANY, as TrusteeJunior Subordinated Indenture • October 6th, 2006 • Pab Bankshares Inc • State commercial banks • New York
JUNIOR SUBORDINATED INDENTURE, dated as of October 5, 2006, between PAB BANKSHARES, INC., a Georgia corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into as of December 31, 1997 by and between Tracy A. Dixon, a resident of the State of Georgia ("Employee") and First Community Bank of Southwest Georgia, a...Employment Agreement • March 31st, 1999 • Pab Bankshares Inc • State commercial banks • Georgia
EXHIBIT 2.1 ----------- PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • March 28th, 2003 • Pab Bankshares Inc • State commercial banks • Georgia
AMENDED AND RESTATED TRUST AGREEMENT among PAB BANKSHARES, INC., as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative TrusteesTrust Agreement • October 6th, 2006 • Pab Bankshares Inc • State commercial banks • Delaware
THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF PREFERRED SECURITIES OR ANY INTEREST THEREIN IN A BLOCK HAVING AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF THE LIQUIDATION AMOUNT OF OR DISTRIBUTIONS ON SUCH PREFERRED SECURITIES OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.
EXECUTIVE SALARY CONTINUATION AGREEMENT ---------------------------------------Executive Salary Continuation Agreement • March 31st, 1999 • Pab Bankshares Inc • State commercial banks • Georgia
EXHIBIT 10.10 ------------- RESCISSION AGREEMENTRescission Agreement • April 16th, 2002 • Pab Bankshares Inc • State commercial banks • Georgia
GUARANTEE AGREEMENT between PAB BANKSHARES, INC., As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of October 5, 2006 PAB BANKSHARES CAPTITAL TRUST IIGuarantee Agreement • October 6th, 2006 • Pab Bankshares Inc • State commercial banks • New York
GUARANTEE AGREEMENT, dated as of October 5, 2006, executed and delivered by PAB BANKSHARES, INC., a Georgia corporation (the “Guarantor”) having its principal office at 3250 North Valdosta Road, Valdosta, Georgia 31602, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of PAB Bankshares Capital Trust II, a Delaware statutory trust (the “Issuer”).
LOAN AND STOCK PLEDGE AGREEMENT THIS LOAN AND STOCK PLEDGE AGREEMENT (the "Agreement"), entered into as of August 31, 2000, between PAB BANKSHARES, INC., a Georgia corporation (the "Borrower"), and THE BANKERS BANK, a Georgia banking corporation (the...Loan and Stock Pledge Agreement • May 15th, 2001 • Pab Bankshares Inc • State commercial banks
EXHIBIT 10.11 ------------- EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into effective as of the 1st day of January, 2003, by and among Milton Burke Welsh, a resident of the State of Georgia (the "Employee"),...Employment Agreement • March 28th, 2003 • Pab Bankshares Inc • State commercial banks • Georgia
Shares PAB Bankshares, Inc. Common Stock no par value per share Underwriting AgreementUnderwriting Agreement • May 11th, 2010 • Pab Bankshares Inc • State commercial banks • New York
PAB Bankshares, Inc., a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of the common stock, no par value per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2008 • Pab Bankshares Inc • State commercial banks • Georgia
THIS AGREEMENT (“Agreement”) is made on, and as of, the _1st _ day of May , 2008 (“Effective Date”), by and between PAB Bankshares, Inc. (“Bankshares”) and The Park Avenue Bank (the “Bank”) (the “Bank” and “Bankshares” are referred to in this Agreement, collectively and/or separately, as the context shall require, as the “Company”) and M. Burke Welsh, Jr. (the “Employee”).
UNITED STATES OF AMERICA BEFORE THEWritten Agreement • July 20th, 2009 • Pab Bankshares Inc • State commercial banks
Written Agreement by and among PAB BANKSHARES, INC. Valdosta, Georgia THE PARK AVENUE BANK Valdosta, Georgia FEDERAL RESERVE BANK OF ATLANTA Atlanta, Georgia and BANKING COMMISSIONER OF THE STATE OF GEORGIA Atlanta, Georgia Docket Nos. 09-084-WA/RB-HC 09-084-WA/RB-SM
PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • February 25th, 2010 • Pab Bankshares Inc • State commercial banks • Georgia
This Purchase and Assumption Agreement (this “Agreement”) is made and entered into this 23 day of February, 2010, by and between HeritageBank of the South, a Georgia-chartered savings bank (“Purchaser”), and The Park Avenue Bank, a Georgia-chartered commercial bank (“Seller”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2008 • Pab Bankshares Inc • State commercial banks
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made and entered to this the _1st_ day of _May_______, 2008, by and among DONALD J. TORBERT, JR., a resident of the State of Georgia (the “Employee”) and THE PARK AVENUE BANK, a bank chartered under the laws of the State of Georgia (the “Bank”) that is the wholly-owned subsidiary of PAB Bankshares, Inc., a Georgia corporation (“Bankshares”).
EMPLOYMENT TERMINATION AGREEMENTEmployment Agreement • April 7th, 2009 • Pab Bankshares Inc • State commercial banks • Georgia
THIS EMPLOYMENT TERMINATION AGREEMENT (the "Agreement") is made and entered into by and between M. BURKE WELSH, JR., an individual, on behalf of himself, his spouse, agents, representatives, attorneys, assignees, heirs, executors, administrators, beneficiaries and trustees ("WELSH"), and PAB BANKSHARES, INC. (the “COMPANY”) and THE PARK AVENUE BANK (the “BANK”) on behalf of themselves, their predecessors, successors, all former, current and future related companies, divisions, subsidiaries, affiliates and parents, and collectively, their former, current and future directors, officers, employees, agents, representatives, attorneys, fiduciaries, assignees, heirs, executors, administrators, beneficiaries and trustees (the “COMPANIES”). WELSH and the COMPANIES are sometimes referred to together as the “parties” or individually as a “party.”
EXHIBIT 10.7 ------------ EMPLOYMENT CONTRACT TERMINATION AGREEMENT THIS AGREEMENT (this "Agreement") is entered into as of September 1, 2001 by and between C. LARRY WILKINSON, a resident of the State of Georgia ("Executive"), and PAB BANKSHARES,...Employment Contract Termination Agreement • April 16th, 2002 • Pab Bankshares Inc • State commercial banks • Georgia
INVESTMENT AGREEMENT dated as of March 5, 2009 between PAB BANKSHARES, INC. andInvestment Agreement • May 11th, 2009 • Pab Bankshares Inc • State commercial banks • Georgia
INVESTMENT AGREEMENT, dated as of March 5, 2009 (this “Agreement”), between PAB Bankshares, Inc., a Georgia corporation (the “Company”), and , a (“Purchaser”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2003 • Pab Bankshares Inc • State commercial banks
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), is made and entered into on this 25th day of August, 2003, by and among MICHAEL E. RICKETSON , a resident of the State of Georgia (the "Employee"), PAB BANKSHARES, INC ., a Georgia corporation ("Bankshares") and THE PARK AVENUE BANK , a bank chartered under the laws of the State of Georgia (the "Bank"), the wholly-owned subsidiary of Bankshares. (Bankshares and the Bank are referred to collectively herein as "Bankshares Affiliates").
EMPLOYMENT CONTRACT TERMINATION AGREEMENTTermination Agreement • November 9th, 2004 • Pab Bankshares Inc • State commercial banks • Georgia
THIS AGREEMENT (this "Agreement") is entered into as of August 9, 2004 by and between MICHAEL E. RICKETSON, a resident of the State of Georgia ("Executive"), and PAB BANKSHARES, INC., a Georgia corporation (the "Company"), and The PARK AVENUE BANK, a bank chartered under the laws of the State of Georgia (the "Bank") (the Company and the Bank are at times herein referred to collectively as, "Bankshares Affiliates").
CONSULTING AGREEMENTConsulting Agreement • April 7th, 2009 • Pab Bankshares Inc • State commercial banks • Georgia
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into by and between M. BURKE WELSH, JR. ("Consultant"), and PAB BANKSHARES, INC. and THE PARK AVENUE BANK (the “Companies”). Consultant and the Companies are sometimes referred to together as the “parties” or individually as a “party.”
AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • August 10th, 2009 • Pab Bankshares Inc • State commercial banks
THIS AMENDMENT (this “Amendment”), dated as of June 23, 2009, by and between PAB Bankshares, Inc., a Georgia corporation (the “Company”), and the undersigned purchaser (the “Purchaser”) amends that certain Investment Agreement between the Purchaser and the Company originally effective as of March 5, 2009 (the “Investment Agreement”) whereby the Purchaser agreed to purchase from the Company and the Company agreed to sell and issue to the Purchaser shares of the Company’s Contingent Convertible Perpetual Non-Cumulative Series A Preferred Stock, no par value (the “Series A Preferred Stock”). All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Investment Agreement.
INVESTMENT AGREEMENT dated as of ________ ___, 2009 between PAB BANKSHARES, INC. andInvestment Agreement • September 15th, 2009 • Pab Bankshares Inc • State commercial banks • Georgia
Page ARTICLE I PURCHASE; CLOSING 1.1 Purchase 1 1.2 Series B Closing 2 ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Disclosure 3 2.2 Representations and Warranties of the Company 4 2.3 Representations and Warranties of Purchaser 9 ARTICLE III COVENANTS 3.1 Filings; Other Actions 13 3.2 Confidentiality 14 3.3 Conduct of the Business 14 ARTICLE IV ADDITIONAL AGREEMENTS 4.1 Legend 14 4.2 Reservation for Issuance 15 4.3 Certain Transactions 15 4.4 Exchange Listing 15 4.5 Articles of Amendment 15 4.6 Conversion of Series B Preferred Stock 15 ARTICLE V TERMINATION 5.1 Termination 15 5.2 Effects of Termination 16
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2009 • Pab Bankshares Inc • State commercial banks • Georgia
THIS AGREEMENT (“Agreement”) is made on, and as of, the ________ day of ____________, 2008 (“Effective Date”), by and between The Park Avenue Bank (the “Bank”) and Nicole S. Stokes (the “Employee”).
WARRANT AGREEMENTWarrant Agreement • October 2nd, 2009 • Pab Bankshares Inc • State commercial banks • Georgia
WHEREAS, the Company is offering subscription rights (the “Rights”) to its shareholders as of 5:00 p.m., Eastern Time, on [ ], 2009, to purchase units consisting of one share of common stock, no par value (“Common Stock”), of the Company and one warrant to purchase .25 of a share of Common Stock at $[ ] per whole share (“Warrant”) until the seventh anniversary of its issuance, subject to adjustment as described herein; and
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2003 • Pab Bankshares Inc • State commercial banks
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), is made and entered to this the 26th day of August, 2003, by and among DONALD J. TORBERT, JR., a resident of the State of Georgia (the "Employee") and THE PARK AVENUE BANK, a bank chartered under the laws of the State of Georgia (the "Bank") that is the wholly-owned subsidiary of PAB Bankshares, Inc., a Georgia corporation ("Bankshares").
