CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT is made and entered into as of the 16th day of October , 1996 by and between FIRST CHARTER CORPORATION (the "Company"), a North Carolina corporation, and Edward B. McConnell ("Employee"), an...Change in Control Agreement • March 28th, 1997 • First Charter Corp /Nc/ • National commercial banks • North Carolina
1 EXHIBIT 2.2 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of May 17, 1998, by and between First Charter Corporation, a North Carolina corporation ("Issuer"), and HFNC Financial Corp., a North...Stock Option Agreement • July 31st, 1998 • First Charter Corp /Nc/ • National commercial banks • North Carolina
EXHIBIT 10.37Supplemental Agreement • March 15th, 2002 • First Charter Corp /Nc/ • National commercial banks • North Carolina
EXHIBIT 10.16 AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT This Amended and Restated Salary Continuation Agreement (the "Agreement") is made and entered into this 22nd day of December, 1997, by and between First Charter National Bank, a national...Continuation Agreement • March 31st, 1998 • First Charter Corp /Nc/ • National commercial banks • North Carolina
dated as of June 1, 2006 amongVoting Agreement • June 12th, 2006 • First Charter Corp /Nc/ • National commercial banks • North Carolina
COMMON STOCKUnderwriting Agreement • March 25th, 1999 • First Charter Corp /Nc/ • National commercial banks • Georgia
GUARANTEE AGREEMENTGuarantee Agreement • June 30th, 2005 • First Charter Corp /Nc/ • National commercial banks • New York
This GUARANTEE AGREEMENT (this "Guarantee"), dated as of June 28, 2005, is executed and delivered by First Charter Corporation, a North Carolina 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 Charter Capital Trust I, a Delaware statutory trust (the "Issuer").
EXHIBIT 10.5Employment Agreement • March 15th, 2002 • First Charter Corp /Nc/ • National commercial banks
EXHIBIT 10.30 CABARRUS BANK OF NORTH CAROLINA DEFERRED COMPENSATION AGREEMENT WITH RONALD D. SMITHPlan and Agreement • March 23rd, 2001 • First Charter Corp /Nc/ • National commercial banks • North Carolina
STATE OF NORTH CAROLINA COUNTY OF UNION EMPLOYMENT AGREEMENT This AGREEMENT made and entered into this the 20th day of January, 1993, by and between BANK OF UNION, a banking corporation duly organized and existing under the laws of North Carolina...Employment Agreement • March 29th, 1996 • First Charter Corp /Nc/ • State commercial banks • North Carolina
EXHIBIT 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made this 22nd day of December, 1997, by and between FIRST CHARTER NATIONAL BANK, a national banking association (the "Bank"),...Employment Agreement • March 31st, 1998 • First Charter Corp /Nc/ • National commercial banks • North Carolina
CONFORMED COPY AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 18th, 1997 • First Charter Corp /Nc/ • National commercial banks • North Carolina
EXHIBIT 10.4Employment Agreement • March 15th, 2002 • First Charter Corp /Nc/ • National commercial banks
EXHIBIT 10.32Separation and Consulting Agreement • March 23rd, 2001 • First Charter Corp /Nc/ • National commercial banks • North Carolina
BETWEENAgreement and Plan of Merger • September 22nd, 1995 • First Charter Corp /Nc/ • State commercial banks • North Carolina
STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated June 30, 1997, between First Charter Corporation, a North Carolina corporation ("Grantee"), and Carolina State Bank, a North Carolina banking corporation chartered under Chapter 53 of the North...Stock Option Agreement • July 2nd, 1997 • First Charter Corp /Nc/ • National commercial banks • North Carolina
1 EXHIBIT 2.3 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of May 17, 1998, by and between HFNC Financial Corp., a North Carolina corporation ("Issuer"), and First Charter Corporation, a North...Stock Option Agreement • July 31st, 1998 • First Charter Corp /Nc/ • National commercial banks • North Carolina
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 8th, 2007 • First Charter Corp /Nc/ • National commercial banks • North Carolina
THIS CHANGE IN CONTROL AGREEMENT is made and entered into as of the 2nd day of November, 2007 by and between FIRST CHARTER CORPORATION (the “Company”), a North Carolina corporation, and Sheila A. Stoke (“Employee”), an individual residing in Charlotte, North Carolina.
STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated September 13, 1995, between First CharterCorporation, a North Carolina corporation ("Grantee"), and Bank of Union, a NorthCarolina commercial bank chartered under the laws of the State of North...Stock Option Agreement • September 22nd, 1995 • First Charter Corp /Nc/ • State commercial banks • North Carolina
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 9th, 2006 • First Charter Corp /Nc/ • National commercial banks • North Carolina
THIS CHANGE IN CONTROL AGREEMENT is made and entered into as of the 25th day of October, 2006 by and between FIRST CHARTER CORPORATION (the “Company”), a North Carolina corporation, and Jeffrey Scott Ensor (“Employee”), an individual residing in Charlotte, North Carolina.
CHANGE-IN-CONTROL AGREEMENTChange-in-Control Agreement • April 15th, 2005 • First Charter Corp /Nc/ • National commercial banks • North Carolina
THIS CHANGE-IN-CONTROL AGREEMENT is made and entered into as of the 13th day of April, 2005 by and between FIRST CHARTER CORPORATION (the "Company"), a North Carolina corporation, and Cecil O. Smith, Jr.("Employee"), an individual residing in Charlotte, North Carolina.
Form of Award Agreement For Incentive Stock Options Granted Under the First Charter Corporation 2000 Omnibus Stock Option and Award Plan [ Date ]First Charter Corp /Nc/ • March 11th, 2005 • National commercial banks
Because you are a valued [employee/officer], First Charter Corporation (the “Corporation”) has awarded you Incentive Stock Options (the “Options”) to purchase shares of the Common Stock of the Corporation (the “Common Stock”) on the terms set forth in this Award Agreement (the “Award Agreement”) and in the First Charter Corporation 2000 Omnibus Stock Option and Award Plan (the “Plan”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2007 • First Charter Corp /Nc/ • National commercial banks
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of the 2nd day of November, 2007 by and between First Charter Corporation (“First Charter”), a North Carolina corporation with its principal place of business in Charlotte, North Carolina, and Robert E. James (“Executive”), an individual residing in Mecklenburg County, North Carolina. (the Executive and First Charter may be referred to hereinafter as the “Parties”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among FIRST CHARTER CORPORATION, FIFTH THIRD BANCORP and FIFTH THIRD FINANCIAL CORPORATION DATED AS OF SEPTEMBER 14, 2007Agreement and Plan of Merger • September 20th, 2007 • First Charter Corp /Nc/ • National commercial banks • North Carolina
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is dated as of September 14, 2007 (this “Agreement”), by and among FIRST CHARTER CORPORATION, a North Carolina corporation (“First Charter”), and FIFTH THIRD BANCORP, an Ohio corporation (“Fifth Third”) and FIFTH THIRD FINANCIAL CORPORATION, an Ohio corporation and wholly owned subsidiary of Fifth Third (“Fifth Third Financial”).
EXHIBIT 99.1Stockholder Protection Rights Agreement • July 21st, 2000 • First Charter Corp /Nc/ • National commercial banks • North Carolina
FORM OF FIRST CHARTER CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT Pursuant to FIRST CHARTER CORPORATION COMPREHENSIVE STOCK OPTION PLANNonqualified Stock Option Agreement • March 11th, 2005 • First Charter Corp /Nc/ • National commercial banks • North Carolina
THIS AGREEMENT, made and entered into as of the day of , , by and between First Charter Corporation, a North Carolina corporation (the “Corporation”) and , an employee of the Corporation or of a subsidiary of the Corporation (the “Optionee”).
FIRST CHARTER CORPORATION 2000 OMNIBUS STOCK OPTION AND AWARD PLAN Performance Shares Award AgreementPerformance Shares Award Agreement • March 2nd, 2006 • First Charter Corp /Nc/ • National commercial banks • North Carolina
This Performance Shares Award Agreement (the "Agreement") is dated as of __________________, 20__ and is entered into between First Charter Corporation, a North Carolina corporation (the "Corporation"), and _____________________________ (the "Participant").
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 31st, 2007 • First Charter Corp /Nc/ • National commercial banks • North Carolina
THIS CHANGE IN CONTROL AGREEMENT is made and entered into as of the 26th day of January, 2007 by and between FIRST CHARTER CORPORATION (the "Company"), a North Carolina corporation, and Sheila Stoke ("Employee"), an individual residing in Charlotte, North Carolina.
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • April 27th, 2005 • First Charter Corp /Nc/ • National commercial banks • North Carolina
THIS TRANSITION AGREEMENT AND RELEASE (the “Agreement”) made and entered into by and between LAWRENCE M. KIMBROUGH (the “Executive”) and FIRST CHARTER CORPORATION, a North Carolina corporation (“First Charter”) (collectively defined and referred to as the “Parties”);
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2005 • First Charter Corp /Nc/ • National commercial banks
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of the 13th day of April, 2005 by and betweenFirst Charter Corporation ("First Charter"), a North Carolina corporation with its principal place of business in Charlotte, North Carolina, and Charles A. Caswell ("Executive"), an individual residing in Mecklenburg County, North Carolina (collectively defined and referred to as the "Parties").
FORM OF FIRST CHARTER CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 11th, 2005 • First Charter Corp /Nc/ • National commercial banks
This Agreement is entered into this _________day of _________, _________, by and between First Charter Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of North Carolina and having its principal place of business in Cabarrus County, North Carolina, and , a citizen and resident of County, [ State ] (the “Participant”).
FIRST AMENDMENT TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • August 20th, 2007 • First Charter Corp /Nc/ • National commercial banks • North Carolina
THIS FIRST AMENDMENT TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT (this “Amendment”), dated as of August 15, 2007, to the Stockholder Protection Rights Agreement, dated as of July 19, 2000 (the “Rights Agreement”), is between First Charter Corporation, a North Carolina corporation (the “Company”), and Registrar and Transfer Company, as rights agent (the “Rights Agent”). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • October 3rd, 2006 • First Charter Corp /Nc/ • National commercial banks • North Carolina
THIS TRANSITION AGREEMENT AND RELEASE (the "Agreement") made and entered into by and between RICHARD A. MANLEY (the "Executive") and FIRST CHARTER CORPORATION, a North Carolina corporation ("First Charter") (collectively defined and referred to as the "Parties");
UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. STATE OF NORTH CAROLINA OFFICE OF THE NORTH CAROLINA COMMISSIONER OF BANKS RALEIGH, NORTH CAROLINAFirst Charter Corp /Nc/ • October 3rd, 2003 • National commercial banks
WHEREAS, after being advised of deficiencies identified by the Federal Reserve Bank of Richmond (the “Reserve Bank”) and the North Carolina Commissioner of Banks (the “Commissioner”), the First Charter Bank, Charlotte, North Carolina (the “Bank”), a North Carolina state chartered bank that is a member of the Federal Reserve System, is taking appropriate actions to enhance and improve its programs and procedures for complying with the Currency and Foreign Transactions Reporting Act (31 U.S.C. 5311 et seq.) (the Bank Secrecy Act (the “BSA”)) and the rules and regulations issued thereunder by the U.S. Department of the Treasury (31 C.F.R. Part 103), and with the anti-money laundering (“AML”) provisions of Regulation H (12 C.F.R. 208.62 and 208.63) of the Board of Governors of the Federal Reserve System (the “Board of Governors”);
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • May 17th, 2007 • First Charter Corp /Nc/ • National commercial banks • North Carolina
THIS TRANSITION AGREEMENT AND RELEASE (the "Agreement") made and entered into by and between CHARLES A. CASWELL (the "Executive") and FIRST CHARTER CORPORATION, a North Carolina corporation ("First Charter") (collectively defined and referred to as the "Parties");
