Union Bankshares Corp Sample Contracts

UNION BANKSHARES CORPORATION 4,725,000 Shares of Common Stock (Par Value $1.33 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • September 11th, 2009 • Union Bankshares Corp • State commercial banks • New York
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WITNESSETH
Employment Agreement • March 30th, 2000 • Union Bankshares Corp • State commercial banks • Virginia
UNION BANKSHARES CORPORATION Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee SUBORDINATED INDENTURE Dated as of December 5, 2016 Subordinated Debt Securities
Subordinated Indenture • December 5th, 2016 • Union Bankshares Corp • State commercial banks • New York

SUBORDINATED INDENTURE, dated as of December 5, 2016 (the “Indenture”), is made by and between UNION BANKSHARES CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), having its principal office at 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, and U.S. Bank National Association, having an office at Two James Center, 1021 East Cary Street, Suite 1850, Richmond, Virginia 23219, not in its individual capacity but solely as Trustee (the “Trustee”).

Forward Confirmation
Forward Confirmation • October 21st, 2024 • Atlantic Union Bankshares Corp • State commercial banks • New York

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Atlantic Union Bankshares Corporation (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below.

MANAGEMENT CONTINUITY AGREEMENT
Management Continuity Agreement • February 25th, 2016 • Union Bankshares Corp • State commercial banks • Virginia

This Management Continuity Agreement, dated as of February 10, 2015 (“Agreement”), is by and between Union Bankshares Corporation, a Virginia corporation (the “Company”), and M. Dean Brown (the “Executive”).

DEPOSIT AGREEMENT among ATLANTIC UNION BANKSHARES CORPORATION, and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., Jointly as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of June 9, 2020
Deposit Agreement • June 9th, 2020 • Atlantic Union Bankshares Corp • State commercial banks • New York

DEPOSIT AGREEMENT dated as of June 9, 2020, among (i) Atlantic Union Bankshares Corporation, a Virginia corporation, (ii) Computershare Trust Company, N.A., a federally chartered trust company, (iii) Computershare Inc., a Delaware corporation, and (iv) the Holders from time to time of the Receipts described herein.

Atlantic Union Bankshares Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • December 2nd, 2021 • Atlantic Union Bankshares Corp • State commercial banks • New York
ATLANTIC UNION BANKSHARES CORPORATION (a Virginia corporation) 9,859,155 shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 21st, 2024 • Atlantic Union Bankshares Corp • State commercial banks • New York
Union Bankshares Corporation (a Virginia corporation)
Underwriting Agreement • December 1st, 2016 • Union Bankshares Corp • State commercial banks • New York

Union Bankshares Corporation, a Virginia corporation (the “Company”), confirms its agreement with Sandler O’Neill & Partners, L.P. (the “Underwriter”), with respect to the issue and sale by the Company, and the purchase by the Underwriter, of the $150,000,000 aggregate principal amount of the Company’s 5.00% Fixed-to-Floating Rate Subordinated Notes due December 15, 2026 (the “Securities”). The Securities are to be issued pursuant to an indenture to be dated as of December 5, 2016 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, to be dated as of December 5, 2016, between the Company and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

ATLANTIC UNION BANKSHARES CORPORATION PERFORMANCE SHARE UNIT AGREEMENT Granted <<GRANT DATE>>
Performance Share Unit Agreement • February 22nd, 2024 • Atlantic Union Bankshares Corp • State commercial banks • Virginia

This Performance Share Unit Agreement (this “Agreement”) is entered into as of <<GRANT DATE>> pursuant to Article X of the Atlantic Union Bankshares Corporation Stock and Incentive Plan, as amended from time to time (the “Plan”), and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Performance Share Units to <<NAME>> (the “Participant”).

ATLANTIC UNION BANKSHARES CORPORATION FORM OF TIME-BASED RESTRICTED STOCK AGREEMENT
Time-Based Restricted Stock Agreement • February 25th, 2020 • Atlantic Union Bankshares Corp • State commercial banks • Virginia

This Time-Based Restricted Stock Agreement (this “Agreement”) is entered into as of <<GRANT DATE>> pursuant to Article VII of the Atlantic Union Bankshares Corporation Stock and Incentive Plan, as amended from time to time (the “Plan”), and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Restricted Stock to <<NAME>> (the “Participant”).

NONQUALIFIED SUPPLEMENTAL DEFERRED COMPENSATION PLAN - PLAN DOCUMENT –
Nonqualified Supplemental Deferred Compensation Plan • May 4th, 2023 • Atlantic Union Bankshares Corp • State commercial banks

This document and the accompanying adoption agreement have not been approved by the Department of Labor, Internal Revenue Service, Securities Exchange Commission, or any other governmental entity. Employers may not rely on this document or the accompanying adoption agreement to ensure any particular tax consequences with respect to the Employer’s particular situation, nor do these documents constitute legal or tax advice. Pen-Cal and its employees cannot provide legal or tax advice in connection with these documents. Employers must determine the extent to which the Plan is subject to Federal or state securities laws. You should have your attorney review this document and the accompanying adoption agreement before adopting the documents. This document and the accompanying adoption agreement cannot be used in order to avoid penalties that may be imposed on the taxpayer.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Union Bankshares Corp • State commercial banks • Virginia

This Employment Agreement (this “Agreement”) is made as of May 1, 2006, by and between Union Bankshares Corporation, a Virginia corporation (the “Company”), and D. Anthony Peay (the “Officer”) and is amended as of December 31, 2008, in order to comply with applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

7,931,926 Shares Union Bankshares Corporation Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 26th, 2018 • Union Bankshares Corp • State commercial banks • New York
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
Purchase and Sale Agreement • September 21st, 2023 • Atlantic Union Bankshares Corp • State commercial banks • New York

THIS LEASE AGREEMENT (this “Lease”) is entered into as of the ___ day of September, 2023 (the “Effective Date”), by and between BLUE OWL AUB VA OWNER LLC, a Delaware limited liability company (“Landlord”), and ATLANTIC UNION BANK, a Virginia banking corporation (“Tenant”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Union Bankshares Corp • State commercial banks • Virginia

This Amended and Restated Employment Agreement (this “Agreement”) is made as of May 1, 2006, by and between Union Bank and Trust Company, a Virginia banking corporation (the “Bank”), and John C. Neal (the “Officer”), and to which Union Bankshares Corporation, a Virginia corporation and parent company of the Bank (the “Company”), is made a party, and is amended as of December 31, 2008, in order to comply with applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

AGREEMENT AND PLAN OF REORGANIZATION between UNION FIRST MARKET BANKSHARES CORPORATION and STELLARONE CORPORATION June 9, 2013
Merger Agreement • June 12th, 2013 • Union First Market Bankshares Corp • State commercial banks • Virginia

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of June 9, 2013, between UNION FIRST MARKET BANKSHARES CORPORATION, a Virginia corporation (“Union”), and STELLARONE CORPORATION, a Virginia corporation (“StellarOne”).

AGREEMENT AND PLAN OF MERGER by and between ATLANTIC UNION BANKSHARES CORPORATION, and AMERICAN NATIONAL BANKSHARES INC. Dated as of July 24, 2023
Merger Agreement • July 25th, 2023 • Atlantic Union Bankshares Corp • State commercial banks • Virginia

This AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2023 (this “Agreement”), is by and between American National Bankshares Inc., a Virginia corporation (“AMNB”), and Atlantic Union Bankshares Corporation, a Virginia corporation (“Buyer”).

FORM OF AFFILIATE AGREEMENT
Affiliate Agreement • July 25th, 2023 • Atlantic Union Bankshares Corp • State commercial banks • Virginia

THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of July 24, 2023, is by and among Atlantic Union Bankshares Corporation, a Virginia corporation (“Buyer”), American National Bankshares Inc., a Virginia corporation (“AMNB”), and the undersigned shareholder [and director][and executive officer] of AMNB (the “Shareholder”), in such person’s capacity as a shareholder of AMNB, and not in his or her capacity as a director or officer of AMNB, as applicable. All terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).

AGREEMENT AND PLAN OF MERGER by and between SANDY SPRING BANCORP, INC. and ATLANTIC UNION BANKSHARES CORPORATION Dated as of October 21, 2024
Merger Agreement • October 21st, 2024 • Atlantic Union Bankshares Corp • State commercial banks • Maryland

This AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2024 (this “Agreement”), is by and between Sandy Spring Bancorp, Inc., a Maryland corporation (“SASR”), and Atlantic Union Bankshares Corporation, a Virginia corporation (“AUB”).

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Contract
Supplemental Compensation Agreement • February 27th, 2015 • Union Bankshares Corp • State commercial banks • Virginia

This 1995 Supplemental Compensation Agreement is entered into on the date last noted below by Union Bank and Trust Company, a corporation having its principal office in Bowling Green, Virginia, (the “Bank”) and Daniel I. Hansen (the “Director”).

PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • February 19th, 1998 • Union Bankshares Corp • State commercial banks • Virginia
EMPLOYMENT AGREEMENT
Employment Agreement • August 15th, 2013 • Union First Market Bankshares Corp • State commercial banks • Virginia

This Employment Agreement (the “Agreement”) is made as of July 1, 2013, by and between Union First Market Bankshares Corporation, a Virginia corporation (the “Company”), and Jeffrey W. Farrar (referred to herein as “you”) and to which Union First Market Bank, a wholly-owned banking subsidiary of the Company (the “Bank”), is made a party.

FORM OF AFFILIATE AGREEMENT
Affiliate Agreement • October 5th, 2018 • Union Bankshares Corp • State commercial banks • Virginia

THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of October 4, 2018, is by and among UNION BANKSHARES CORPORATION, a Virginia corporation (“UBSH”), ACCESS NATIONAL CORPORATION, a Virginia corporation (“ANCX”), and the undersigned shareholder of ANCX (the “Shareholder”). All terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 8th, 2013 • Union First Market Bankshares Corp • State commercial banks • Virginia

THIS STOCK PURCHASE AGREEMENT is made and entered into as of March 7, 2013, by and between Union First Market Bankshares Corporation, a Virginia corporation (the “Company”), and Markel Corporation, a Virginia corporation (the “Seller”).

SEPARATION AGREEMENT
Separation Agreement • February 27th, 2019 • Union Bankshares Corp • State commercial banks

THIS SEPARATION AGREEMENT (this "Agreement") is entered into among MICHAEL W. CLARKE (the "Executive"), ACCESS NATIONAL CORPORATION (the "Company") and ACCESS NATIONAL BANK, (the "Bank" and together with the Company, the "Employer"), to be effective immediately before the occurrence of the Effective Time (as defined in the Agreement and Plan of Reorganization dated October 4, 2018 (the "Merger Agreement") by and between the Company and Union Bankshares Corporation ("Union")). If the Effective Time does not occur, this Agreement shall be null and void ab initio and of no further force and effect. All capitalized terms that are not defined in this Agreement shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).

NONQUALIFIED SUPPLEMENTAL DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT
Nonqualified Supplemental Deferred Compensation Plan Adoption Agreement • May 4th, 2023 • Atlantic Union Bankshares Corp • State commercial banks

This adoption agreement and the accompanying plan document have not been approved by the Department of Labor, Internal Revenue Service, Securities Exchange Commission, or any other governmental entity. Employers may not rely on this document or the accompanying plan document to ensure any particular tax consequences with respect to the Employer’s particular situation, nor do these documents constitute legal or tax advice. Pen-Cal and its employees cannot provide legal or tax advice in connection with these documents. Employers must determine the extent to which the Plan is subject to Federal or state securities laws. You should have your attorney review this document and the accompanying plan document before adopting the documents. This adoption agreement and accompanying plan document cannot be used in order to avoid penalties that may be imposed on the taxpayer.

August 23rd, 2016 Mr. G. William Beale President and Chief Executive Officer Union Bankshares Corporation Richmond, Virginia 23219 Dear Billy:
Transition Agreement • August 24th, 2016 • Union Bankshares Corp • State commercial banks • Virginia

We appreciate your participation and guidance as a member of the search committee in our successful search for your successor. Now that we have identified your successor, this letter will set forth our binding agreement (herein the “Transition Agreement”) regarding the terms of your continuing role with the Company, including facilitating the leadership transition, and the terms of your service as a senior advisor to the Company following such transition.

AGREEMENT AND PLAN OF REORGANIZATION between UNION BANKSHARES CORPORATION and XENITH BANKSHARES, INC. May 19, 2017
Agreement and Plan of Reorganization • May 23rd, 2017 • Union Bankshares Corp • State commercial banks • Virginia

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of May 19, 2017, between UNION BANKSHARES CORPORATION, a Virginia corporation (“UBSH”), and XENITH BANKSHARES, INC., a Virginia corporation (“XBKS”).

December , 2008
Compensation Agreement • December 23rd, 2008 • Union Bankshares Corp • State commercial banks

Union Bankshares Corporation (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”), with the United States Department of the Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN UNION BANKSHARES CORPORATION AND PROSPERITY BANK & TRUST COMPANY
Agreement and Plan of Reorganization • November 1st, 2005 • Union Bankshares Corp • State commercial banks • Virginia

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of October 31, 2005, by and between Union Bankshares Corporation, a Virginia corporation (“Union”), and Prosperity Bank & Trust Company, a Virginia banking corporation (“Prosperity”).

MANAGEMENT CONTINUITY AGREEMENT
Management Continuity Agreement • August 24th, 2016 • Union Bankshares Corp • State commercial banks • Virginia

This Management Continuity Agreement, dated as of August 23, 2016 (“Agreement”), is by and between Union Bankshares Corporation, a Virginia corporation (the “Company”), and John C. Asbury (the “Executive”).

CONSULTING AGREEMENT
Consulting Agreement • February 1st, 2019 • Union Bankshares Corp • State commercial banks • Virginia

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into by and between MICHAEL W. CLARKE (the “Consultant”) and UNION BANKSHARES CORPORATION (the “Company”), to be effective as of the occurrence of the Effective Time (as defined in the Agreement and Plan of Reorganization dated October 4, 2018 (the “Merger Agreement”) by and between Access National Corporation (“Access”) and the Company). If the Effective Time does not occur, this Agreement shall be null and void ab initio and of no further force and effect.

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