First Community Bancshares Inc /Nv/ Sample Contracts

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THE GUARANTEE TRUSTEE
Guarantee Agreement • November 10th, 2003 • First Community Bancshares Inc /Nv/ • State commercial banks • New York
PURCHASE AND ASSUMPTION AGREEMENT dated as of March 3, 2016 between First Bank and First Community Bank
Purchase and Assumption Agreement • March 4th, 2016 • First Community Bancshares Inc /Nv/ • State commercial banks • North Carolina

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of March 3, 2016 (this “Agreement”), between First Bank, a state-chartered banking corporation, organized under the laws of North Carolina, with its principal office located in Southern Pines, North Carolina (“First Bank” or “Seller”), and First Community Bank, a state-chartered banking corporation, organized under the laws of Virginia, with its principal office located in Bluefield, Virginia (“First Community” or “Purchaser”).

AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 17, 2022 BY AND BETWEEN FIRST COMMUNITY BANKSHARES, INC. AND SURREY BANCORP
Merger Agreement • November 18th, 2022 • First Community Bankshares Inc /Va/ • State commercial banks • Virginia

This is an Agreement and Plan of Merger, dated as of November 17, 2022, by and between First Community Bankshares, Inc., a Virginia corporation (“Purchaser”), and Surrey Bancorp, a North Carolina corporation (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 27th, 2024 • First Community Bankshares Inc /Va/ • State commercial banks • Virginia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT made and entered into on this 27th day of August, 2024, and effective as of the 1st day of January 2024 (the “Effective Date”) by and Gary R. Mills, hereinafter referred to as “Executive” and FIRST COMMUNITY BANKSHARES, INC., hereinafter referred to as “the Corporation.”

EMPLOYMENT AGREEMENT
Employment Agreement • April 16th, 2015 • First Community Bancshares Inc /Nv/ • State commercial banks • Virginia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT made effective as of the 1st day of January, 2015 (the “Effective Date”) by and between MARTYN A. PELL, hereinafter referred to as “Executive,” and FIRST COMMUNITY BANCSHARES, INC., hereinafter referred to as “the Corporation.”

4,600,000 Shares First Community Bancshares, Inc. Common Stock par value $1.00 per share Underwriting Agreement
Underwriting Agreement • June 5th, 2009 • First Community Bancshares Inc /Nv/ • State commercial banks • New York

First Community Bancshares, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or an “Underwriter”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Sandler O’Neill is acting as representative (in such capacity, the “Representative”) with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 4,600,000 shares of Common Stock, $1.00 par value per share, of the Company (the “Stock”), as set forth in Schedule I hereto (the “Firm Shares”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2 hereof to purchase all or any part of 690,000 additional shares of Com

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 6th, 2009 • First Community Bancshares Inc /Nv/ • State commercial banks • Virginia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT made and entered into as of the 16th day of December, 2008 by and between ROBERT L. BUZZO, hereinafter referred to as “Employee,” and FIRST COMMUNITY BANCSHARES, INC., hereinafter referred to as “the Corporation.”

EMPLOYMENT AGREEMENT
Employment Agreement • July 6th, 2009 • First Community Bancshares Inc /Nv/ • State commercial banks • Virginia

THIS EMPLOYMENT AGREEMENT made and entered into as of the 16th day of December, 2008 by and between GARY R. MILLS, hereinafter referred to as “Employee,” and FIRST COMMUNITY BANK, N.A., hereinafter referred to as “the Bank.”

AMONG
Merger Agreement • January 28th, 2003 • First Community Bancshares Inc /Nv/ • State commercial banks • Nevada
AND AGREEMENT
Executive Retention Plan • April 13th, 2000 • First Community Bancshares Inc /Nv/ • State commercial banks • Virginia
Contract
Stock Purchase Agreement • May 2nd, 2007 • First Community Bancshares Inc /Nv/ • State commercial banks • Nevada

STOCK PURCHASE AGREEMENT, dated as of November 30, 2006 (this “Agreement”), among First Community Bancshares, Inc. (“Parent”), First Community Bank, National Association (“Bank”), Investment Planning Consultants, Inc. (“IPC”) and Ronald L. Campbell, Michael S. Patton, Samuel G. Hill and Kirstin N. Chmara (each, a “Stockholder” and collectively, the “Stockholders”).

FIRST amendment TO EMPLOYMENT AGREEMENT
Employment Agreement • May 27th, 2016 • First Community Bancshares Inc /Nv/ • State commercial banks

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 24th day of May, 2016, by and between MARTYN A. PELL, a resident of North Carolina (“Executive”), and FIRST COMMUNITY BANCSHARES, INC., a Nevada Corporation, including subsidiaries and affiliates (the “Corporation” or “FCB”), both of whom together may be referred to herein as the “Parties.”

WAIVER AGREEMENT
Waiver Agreement • December 17th, 2010 • First Community Bancshares Inc /Nv/ • State commercial banks

THIS WAIVER AGREEMENT, hereinafter referred to as “Waiver” made and entered into on this 16th day of December, 2010, to be effective January 1, 2011 by and between JOHN M. MENDEZ, hereinafter referred to as “Employee,” and FIRST COMMUNITY BANCSHARES, INC., hereinafter referred to as “the Corporation” (both of whom together are referred to herein as the “Parties”) to a specific clause of the “AMENDED AND RESTATED EMPLOYMENT AGREEMENT”, hereinafter referred to as “Agreement”, originally entered into by the Parties as of the 16th day of December, 2008 and to a specific clause of the “FIRST COMMUNITY BANCSHARES, INC. and AFFILIATES EXECUTIVE RETENTION PLAN”, hereinafter referred to as the “SERP”, which became effective January 1, 2005.

AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 2, 2009 AMONG FIRST COMMUNITY BANCSHARES, INC. FIRST COMMUNITY BANK, N. A. AND TRISTONE COMMUNITY BANK
Merger Agreement • April 3rd, 2009 • First Community Bancshares Inc /Nv/ • State commercial banks • Nevada

AGREEMENT AND PLAN OF MERGER, dated as of April 2, 2009 (this “Agreement”), between First Community Bancshares, Inc. (“FCBI”), First Community Bank, N. A. (“FC Bank”) and TriStone Community Bank (“TCB”).

November 3, 2005
Severance Agreement • March 15th, 2006 • First Community Bancshares Inc /Nv/ • State commercial banks

In connection with your acceptance of employment as Senior Vice President — Finance of First Community Bank, N.A. (the “Bank”), we are pleased to offer you this contract which would provide you with a severance payment in the event that a “change of control” of the Bank’s parent company, First Community Bancshares, Inc. (“FCBI”), should occur after the date hereof.

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FIRST COMMUNITY BANCSHARES, INC. RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • May 28th, 2013 • First Community Bancshares Inc /Nv/ • State commercial banks • Nevada

THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of April, 2013 (the “Effective Date”), by and between First Community Bancshares, Inc. (the “Corporation”), a Nevada corporation, First Community Bank (the “Bank”), a Virginia chartered commercial bank, and John M. Mendez (the “Participant”);

EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2008 • First Community Bancshares Inc /Nv/ • State commercial banks • North Carolina

EMPLOYMENT AGREEMENT (“Agreement”), dated this 28th day of September 2007, by and between SHAWN CURTIS CUMMINGS (the “Executive”) and GREENPOINT INSURANCE GROUP, INC. (“GIG”).

REGISTRATION RIGHTS AGREEMENT by and between FIRST COMMUNITY BANCSHARES, INC. and THE PURCHASER REFERRED TO HEREIN Dated as of May 20, 2011
Registration Rights Agreement • May 23rd, 2011 • First Community Bancshares Inc /Nv/ • State commercial banks

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 20, 2011, by and among First Community Bancshares, Inc., a financial holding company and corporation organized in the State of Nevada (the “Company”), and each purchaser identified on the signature page hereto (each a “Purchaser” and collectively, the “Purchasers”).

Supplemental Directors Retirement Plan for the Directors of First Community Bancshares
Supplemental Directors Retirement Plan • December 17th, 2010 • First Community Bancshares Inc /Nv/ • State commercial banks

WHEREAS, the Company originally entered into a Supplemental Retirement Plan Agreement effective as of November 2, 2001, with each of its Directors who were actively serving as a Director of the Company on November 2, 2001.

FORM OF FIRST COMMUNITY BANCSHARES, INC. STOCK AWARD AGREEMENT
Stock Award Agreement • November 10th, 2004 • First Community Bancshares Inc /Nv/ • State commercial banks

First Community Bancshares, Inc. (the “Company”), pursuant to its 2004 Omnibus Stock Option Plan (the “Plan”), hereby grants to Grantee an Award to purchase the number of shares of the Company’s Common Stock set forth below. This Award is subject to all of the terms and conditions as set forth herein and in this Stock Award Agreement, and the Plan and the Notice of Exercise, each of which are attached hereto and incorporated herein in their entirety. Acceptance of this Award is conditioned upon the Grantee’s acceptance of the terms of the Non-Competition and Non-Solicitation Agreement (the “Non-Compete”) an executed copy of which also is attached hereto and incorporated herein in its entirety.

FIRST COMMUNITY BANCSHARES, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 3rd, 2014 • First Community Bancshares Inc /Nv/ • State commercial banks • Nevada

This Indemnification Agreement (“Agreement”) is made as of this ___ day of _____, 201_, by and between First Community Bancshares, Inc., a Nevada corporation (the “Company”), and _______________ (“Indemnitee”).

February 22, 2023 The Board of Directors of Surrey Bancorp Mount Airy, NC 27030
Agreement and Plan of Merger • February 22nd, 2023 • First Community Bankshares Inc /Va/ • State commercial banks

Re: Agreement and Plan of Merger, dated as of November 17, 2022 (the "Agreement") by and between First Community Bankshares, Inc. (the "Purchaser") and Surrey Bancorp (the "Company")

SECOND AMENDMENT TO THE DIRECTOR SUPPLEMENTAL RETIREMENT PLAN AGREEMENT DATED NOVEMBER 2, 2001
Director Supplemental Retirement Plan Agreement • March 16th, 2005 • First Community Bancshares Inc /Nv/ • State commercial banks

THIS AMENDMENT, made and entered into this 19rh day of October, 2004, by and between First Community Bancshares, Inc., a Holding Company organized and existing under the laws of the State of Nevada, (hereinafter referred to as the “Company”) and Sam Clark, a director of the Company, (hereinafter referred to as the “Director”) shall effectively amend the Director Supplemental Retirement Plan Agreement dated November 2, 2001, as specifically set forth herein. Said Agreement shall be amended as follows:

AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF MARCH 1, 2012 AMONG FIRST COMMUNITY BANCSHARES, INC. FIRST COMMUNITY BANK AND PEOPLES BANK OF VIRGINIA
Merger Agreement • March 1st, 2012 • First Community Bancshares Inc /Nv/ • State commercial banks • Virginia

AGREEMENT AND PLAN OF REORGANIZATION, dated as of March 1, 2012, among First Community Bancshares, Inc. (“FCBI”), First Community Bank (“FCB”) and Peoples Bank of Virginia (“PBV”).

FIRST COMMUNITY BANK INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 3rd, 2014 • First Community Bancshares Inc /Nv/ • State commercial banks • Virginia

This Indemnification Agreement (“Agreement”) is made as of this ___ day of _____, 201_, by and between First Community Bank (the “Bank”), and _______________ (“Indemnitee”).

STOCK SUBSCRIPTION AGREEMENT by and between FIRST COMMUNITY BANCSHARES, INC. and THE PURCHASER REFERRED TO HEREIN Dated as of
Stock Subscription Agreement • May 23rd, 2011 • First Community Bancshares Inc /Nv/ • State commercial banks • Virginia

This STOCK SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of May 20, 2011, is by and between First Community Bancshares, Inc., (the “Company”), and the investor identified on the signature page hereto (the “Purchaser”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • September 3rd, 2013 • First Community Bancshares Inc /Nv/ • State commercial banks • Virginia

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made and effective as of this 28th day of August, 2013, by and between JOHN M. MENDEZ, an individual and resident of the State of South Carolina (the “Executive”), FIRST COMMUNITY BANCSHARES, INC., a Nevada corporation (“FCBI” or the “Corporation”), and FIRST COMMUNITY BANK, a Virginia-chartered commercial bank (“FCB”).

FIRST COMMUNITY BANCSHARES, INC. STOCK AWARD AGREEMENT
Stock Award Agreement • August 6th, 2004 • First Community Bancshares Inc /Nv/ • State commercial banks

First Community Bancshares, Inc. (the “Company”), pursuant to its 2004 Omnibus Stock Option Plan (the “Plan”), hereby grants to Grantee an Award to purchase the number of shares of the Company’s Common Stock set forth below. This Award is subject to all of the terms and conditions as set forth herein and in this Stock Award Agreement, and the Plan and the Notice of Exercise, each of which are attached hereto and incorporated herein in their entirety. Acceptance of this Award is conditioned upon the Grantee’s acceptance of the terms of the Non-Competition and Non-Solicitation Agreement (the “Non-Compete”) an executed copy of which also is attached hereto and incorporated herein in its entirety.

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