EXHIBIT 99.2 NATIONAL MERCANTILE BANCORP 1994 STOCK OPTION PLAN FORM OF NON- QUALIFIED STOCK OPTION AGREEMENT This NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made as of the ____ day of __________, 19__ between NATIONAL MERCANTILE...Non-Qualified Stock Option Agreement • August 7th, 1997 • National Mercantile Bancorp • State commercial banks
NATIONAL MERCANTILE BANCORP 1990 STOCK OPTION PLAN FORM OF INCENTIVE STOCK OPTION AGREEMENT This INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is made as of the ____ day of __________, 19__ between NATIONAL MERCANTILE BANCORP, a California...Incentive Stock Option Agreement • August 7th, 1997 • National Mercantile Bancorp • State commercial banks
FIRST AMENDMENT TO LETTER AGREEMENTLetter Agreement • April 30th, 1997 • National Mercantile Bancorp • State commercial banks • California
NATIONAL MERCANTILE BANCORP 1996 STOCK OPTION PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT This INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is made as of the ____ day of __________, 19__ between NATIONAL MERCANTILE BANCORP, a California...Stock Option Agreement • August 7th, 1997 • National Mercantile Bancorp • State commercial banks
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of ___________, 1997 is by and among NATIONAL MERCANTILE BANCORP, a California corporation (the "Company") and WILDWOOD ENTERPRISES INC. PROFIT SHARING PLAN AND TRUST (the...Registration Rights Agreement • April 30th, 1997 • National Mercantile Bancorp • State commercial banks • California
REGISTRATION RIGHTS AGREEMENT Dated as of ________, 1997 By and Between NATIONAL MERCANTILE BANCORPRegistration Rights Agreement • April 14th, 1997 • National Mercantile Bancorp • State commercial banks • California
WINDSOR FINANCIAL GROUP, INC. INVESTMENT MANAGEMENT AGREEMENT This Agreement made this first day of December, 1997 by and between Mercantile National Bank, ("CLIENT") and Windsor Financial Group, Inc., ("WFG"). WHEREAS, CLIENT wishes to retain WFG as...Investment Management Agreement • March 12th, 1998 • National Mercantile Bancorp • State commercial banks • Minnesota
EXHIBIT 99.10 STOCK PURCHASE AGREEMENT DATE: July 31, 2002 PARTIES: James O. Pohlad 60 S. 6th Street, Suite 3800 Minneapolis, MN 55402 and Robert C. Pohlad 60 S. 6th Street, Suite 3800 Minneapolis, MN 55402 and William M. Pohlad 60 S. 6th Street,...Stock Purchase Agreement • November 12th, 2002 • National Mercantile Bancorp • State commercial banks • Minnesota
RECITALEmployment Agreement • March 12th, 1998 • National Mercantile Bancorp • State commercial banks
GUARANTEE AGREEMENT by and between NATIONAL MERCANTILE BANCORP and WILMINGTON TRUST COMPANY Dated as of January 25, 2007Guarantee Agreement • February 9th, 2007 • National Mercantile Bancorp • State commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of January 25, 2007, is executed and delivered by National Mercantile Bancorp, a California corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, 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 First California Capital Trust I, a Delaware statutory trust (the “Issuer”).
EXHIBIT 99.15 NATIONAL MERCANTILE BANCORP STOCK SUBSCRIPTION AGREEMENT This Stock Subscription Agreement (this "SUBSCRIPTION AGREEMENT") is submitted by the undersigned ("PURCHASER") to National Mercantile Bancorp, a California corporation ("NMB"), in...Stock Subscription Agreement • December 30th, 2002 • National Mercantile Bancorp • State commercial banks • California
JOINT FILING AGREEMENTJoint Filing Agreement • August 16th, 2001 • National Mercantile Bancorp • State commercial banks
EXHIBIT 99.2 [Facing Page of Subscription Agreement for Nominee Holders] NATIONAL MERCANTILE BANCORP SUBSCRIPTION AGREEMENT FOR SHARES OF COMMON STOCKSubscription Agreement • May 31st, 2000 • National Mercantile Bancorp • State commercial banks
NATIONAL MERCANTILE BANCORP 16,000 Capital Securities Fixed/Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Capital Security) PLACEMENT AGREEMENTPlacement Agreement • February 9th, 2007 • National Mercantile Bancorp • State commercial banks • New York
EXHIBIT 99.1 [Facing Page of Subscription Agreement for Record and Beneficial Holders] NATIONAL MERCANTILE BANCORP SUBSCRIPTION AGREEMENT FOR SHARES OF COMMON STOCK EXPIRATION DATE: ______________, 2000 National Mercantile Bancorp c/o U.S. Stock...Subscription Agreement • May 31st, 2000 • National Mercantile Bancorp • State commercial banks
WITNESSETH:Stay Bonus Agreement • November 20th, 1995 • National Mercantile Bancorp • State commercial banks • California
SECOND AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • June 21st, 2006 • National Mercantile Bancorp • State commercial banks • California
THIS SECOND AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of June 15, 2006, by and between National Mercantile Bancorp, a California corporation (the “Company”), and David R. Brown (“Officer”) with reference to the following facts:
SEVERANCE AGREEMENTSeverance Agreement • March 31st, 2004 • National Mercantile Bancorp • State commercial banks • California
THIS SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of September 26, 2003, by and between National Mercantile Bancorp, a California corporation (the “Company”), and Robert Bartlett (“Officer”) with reference to the following facts:
LEASELease • March 31st, 2005 • National Mercantile Bancorp • State commercial banks
THIS LEASE (“Lease”), dated for reference purposes only as of November 12, 2003, is made by and between Century Park, a California Limited Partnership (“Landlord”) and Mercantile National Bank, N.A., a national bank (“Tenant”), upon the following terms and conditions:
FORM OF SHAREHOLDER AGREEMENT (FCB Version)Shareholder Agreement • June 21st, 2006 • National Mercantile Bancorp • State commercial banks • California
This SHAREHOLDER AGREEMENT (this “Shareholder Agreement”) is made and entered into as of June 15, 2006 by and between National Mercantile Bancorp, a California corporation (“Bancorp”), and the signatory hereto (the “Shareholder”).
W I T N E S S E T H:Bank Service Agreement • March 12th, 1998 • National Mercantile Bancorp • State commercial banks • California
Maximum of Shares ------------Agency Agreement • April 14th, 1997 • National Mercantile Bancorp • State commercial banks • New York
February 6, 1997 To the Purchaser Listed On Schedule A Attached Hereto (the "Purchaser") Ladies and Gentlemen: This letter confirms the agreement (the "Agreement") with respect to the intention of National Mercantile Bancorp (the "Company") to raise...Rights Offering Agreement • April 14th, 1997 • National Mercantile Bancorp • State commercial banks • California
OFFICE LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND SOUTH BAY BANK (TENANT) SOUTH COAST CORPORATE CENTER Costa Mesa, CaliforniaOffice Lease • March 31st, 2005 • National Mercantile Bancorp • State commercial banks • California
EXHIBIT 99.10 SUBSCRIPTION AGENT AGREEMENT This SUBSCRIPTION AGENT AGREEMENT (the "Agreement") is made and entered into as of ___________, 1997, by and between NATIONAL MERCANTILE BANCORP, a California corporation (the "Company"), and U.S. STOCK...Subscription Agent Agreement • April 14th, 1997 • National Mercantile Bancorp • State commercial banks • California
Re: Employment AgreementEmployment Agreement • June 21st, 2006 • National Mercantile Bancorp • State commercial banks
Reference is made to your Employment Agreement dated as of January 1, 1999, as amended by that certain Assignment, Assumption and Amendment of Employment Agreement effective as of January 1, 2002 (the “Employment Agreement”). Capitalized terms used in this Letter Agreement and not otherwise defined in this Letter have the meanings ascribed to them in the Employment Agreement.
EXHIBIT 99.4 NATIONAL MERCANTILE BANCORP 1996 STOCK INCENTIVE PLAN STOCK OPTION AND STOCK APPRECIATION RIGHT AGREEMENT This STOCK OPTION AND STOCK APPRECIATION RIGHT AGREEMENT ("Agreement") is made as of the 19th day of June, 1997 between NATIONAL...Stock Option and Stock Appreciation Right Agreement • August 7th, 1997 • National Mercantile Bancorp • State commercial banks • California
SECURITIES PURCHASE AND OPTION AGREEMENTSecurities Purchase and Option Agreement • December 28th, 2006 • National Mercantile Bancorp • State commercial banks • Minnesota
This SECURITIES PURCHASE AND OPTION AGREEMENT (this “Agreement”) is entered into as of the 15th day of December, 2006 (the “Effective Date”), by and among DAVID BROWN, an individual and resident of the State of California (“Seller”), JAMES O. POHLAD, an individual and resident of the State of Minnesota (“JOP”), ROBERT C. POHLAD, an individual and resident of the State of Minnesota (“RCP”), and WILLIAM M. POHLAD, an individual and resident of the State of Minnesota (“WMP”; and, together with JOP and RCP, the “Purchasers” and each, individually, a “Purchaser”).
NATIONAL MERCANTILE BANCORP Incentive Stock Option AgreementIncentive Stock Option Agreement • May 25th, 2005 • National Mercantile Bancorp • State commercial banks
This ISO STOCK OPTION AGREEMENT (the “Agreement”) is made as of the [ ] day of [ ], [ ] between NATIONAL MERCANTILE BANCORP, a California corporation (the “Company”), and [ ] (the “Optionee”).
EXHIBIT 10.24 March ___, 1997 [Addressee] Attention: Dear: This letter confirms our agreement with respect to the intention of National Mercantile Bancorp (the "Company") to raise additional capital through a rights offering, with oversubscription...Rights Offering and Private Offering Agreement • April 14th, 1997 • National Mercantile Bancorp • State commercial banks • California
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • December 19th, 2001 • National Mercantile Bancorp • State commercial banks
This First Amendment to Agreement and Plan of Reorganization (this “Amendment”) is made and entered into as of December 6, 2001 by and among National Mercantile Bancorp, a California corporation (“NMB”), South Bay Bank, National Association, a national banking association (“SBB”), and Mercantile Interim Bank I, N.A., an interim national bank organized by NMB (“Mercantile Interim”), with reference to the following facts:
AGREEMENTRedemption Agreement • December 19th, 2001 • National Mercantile Bancorp • State commercial banks • California
This Agreement (this “Agreement”) is entered into as of December 13, 2001, by and among the holders of the Series A 10% Noncumulative Convertible Preferred Stock (the “Series A Preferred”) of South Bay Bank, National Association (“SBB”) whose names are set forth below (each, a “Holder,” and collectively, the “Holders”), SBB and National Mercantile Bancorp, a California corporation (“NMB”). Each initially capitalized term not otherwise defined herein shall have the meaning set forth in the Consolidation Agreement (as defined below).
Form of INDEMNITY AGREEMENTIndemnification & Liability • April 13th, 2007 • National Mercantile Bancorp • State commercial banks • California
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of this day of , , by and between National Mercantile Bancorp, a California corporation (the “Company”) and the undersigned individual who is a director and/or officer of the Company (“Indemnitee”) in reference to the following facts and circumstances:
Assignment, Assumption and Amendment of EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2004 • National Mercantile Bancorp • State commercial banks
This Assignment, Assumption and Amendment (the “Amendment”) of Employment Agreement is made effective as of January 1, 2002 by and among MERCANTILE NATIONAL BANK, a national banking association organized and existing under the laws of the United States (“Bank”), National Mercantile Bancorp, a California corporation (“Bancorp”), and SCOTT A. MONTGOMERY (“Montgomery”), with reference to the following facts:
SECURITIES PURCHASE AND OPTION AGREEMENTSecurities Purchase and Option Agreement • November 30th, 2006 • National Mercantile Bancorp • State commercial banks • Minnesota
This SECURITIES PURCHASE AND OPTION AGREEMENT (this “Agreement”) is entered into as of the 19th day of December, 2005 (the “Effective Date”), by and among SCOTT A. MONTGOMERY, an individual and resident of the State of California (“Montgomery”), ELAINE B. MONTGOMERY, an individual and resident of the State of California (“E. Montgomery”), THE MONTGOMERY LIVING TRUST DATED SEPTEMBER 28, 2000 (the “Trust”; and, together with Montgomery and E. Montgomery, the “Sellers” and each, individually, a “Seller”), JAMES O. POHLAD, an individual and resident of the State of Minnesota (“JOP”), ROBERT C. POHLAD, an individual and resident of the State of Minnesota (“RCP”), and WILLIAM M. POHLAD, an individual and resident of the State of Minnesota (“WMP”; and, together with JOP and RCP, the “Purchasers” and each, individually, a “Purchaser”).
