Middleburg Financial Corp Sample Contracts

Exhibit 10.1 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • November 15th, 1999 • Independent Community Bankshares Inc • National commercial banks • Virginia
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RECITALS
Shareholder Agreement • November 15th, 1999 • Independent Community Bankshares Inc • National commercial banks
RECITALS
Employment Agreement • March 31st, 2003 • Middleburg Financial Corp • National commercial banks
RECITALS:
Stock Purchase Agreement • November 15th, 1999 • Independent Community Bankshares Inc • National commercial banks • Virginia
ARTICLE I Definitions
Stock Option Plan • March 30th, 1999 • Independent Community Bankshares Inc • National commercial banks
EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Middleburg Financial Corp • National commercial banks • Virginia

THIS EMPLOYMENT AGREEMENT, dated as of this 17th day of February, 2009 (the “Effective Date”), by and between Central Virginia Bankshares, Inc. (the “Company”), and Ralph Larry Lyons (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2011 • Middleburg Financial Corp • National commercial banks

THIS EMPLOYMENT AGREEMENT (“AGREEMENT”), is made as of April 28, 2010, and is effective May 1, 2010, by and between Middleburg Financial Corporation (“Corporation”) and Jeffrey H. Culver (“Executive”).

Form of Underwriting Agreement]
Underwriting Agreement • June 19th, 2006 • Middleburg Financial Corp • National commercial banks • New York
MIDDLEBURG FINANCIAL CORPORATION Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 17th, 2009 • Middleburg Financial Corp • National commercial banks • Virginia

THIS AGREEMENT dated as of the 11th day of June, 2008, between MIDDLEBURG FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and __________________ (“Participant”), is made pursuant and subject to the provisions of the Middleburg Financial Corporation 2006 Equity Compensation Plan, (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

AFFILIATE AGREEMENT
Affiliate Agreement • October 25th, 2016 • Middleburg Financial Corp • National commercial banks

THIS AFFILIATE AGREEMENT (the “Agreement”), dated as of October 21, 2016, is by and among ACCESS NATIONAL CORPORATION, a Virginia corporation (“Access”), MIDDLEBURG FINANCIAL CORPORATION, a Virginia corporation (“Middleburg”), and the undersigned shareholder of Middleburg (the “Shareholder”). All terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).

VOTING AND STANDSTILL AGREEMENT
Voting and Standstill Agreement • October 25th, 2016 • Middleburg Financial Corp • National commercial banks

This VOTING AND STANDSTILL AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2016, by and among ACCESS NATIONAL CORPORATION, a Virginia corporation (“Access”), MIDDLEBURG FINANCIAL CORPORATION, a Virginia corporation (“Middleburg”), the David L. Sokol Revocable Trust (the “Trust”), and the undersigned individual shareholder of Middleburg (collectively with the Trust, the “Shareholder”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Reorganization, dated as of the date hereof, including the related Plan of Merger (the “Merger Agreement”), between Access and Middleburg.

AGREEMENT AND PLAN OF REORGANIZATION between ACCESS NATIONAL CORPORATION and MIDDLEBURG FINANCIAL CORPORATION October 21, 2016
Merger Agreement • October 25th, 2016 • Middleburg Financial Corp • National commercial banks • Virginia

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of October 21, 2016, between ACCESS NATIONAL CORPORATION, a Virginia corporation (“Access”), and MIDDLEBURG FINANCIAL CORPORATION, a Virginia corporation (“Middleburg”).

MIDDLEBURG FINANCIAL COPORATION Performance Share Award Agreement
Performance Share Award Agreement • March 17th, 2008 • Middleburg Financial Corp • National commercial banks • Virginia

THIS AGREEMENT dated as of the ____ day of ___________, 2007, between MIDDLEBURG FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and ________________ (“Participant”), is made pursuant and subject to the provisions of the Middleburg Financial Corporation 2006 Equity Compensation Plan (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

MIDDLEBURG FINANCIAL CORPORATION
2006 Equity Compensation Plan • November 22nd, 2013 • Middleburg Financial Corp • National commercial banks
REVISED EMPLOYMENT AGREEMENT
Employment Agreement • April 4th, 1997 • Independent Community Bankshares Inc • National commercial banks

THIS REVISED EMPLOYMENT AGREEMENT ("AGREEMENT"), made this 1st day of January, 1997, by and between THE MIDDLEBURG BANK ("BANK") and JOSEPH L. BOLING, President and Chief Executive Officer ("PRESIDENT"). WHEREAS, it is the desire of the BANK to have the benefit of PRESIDENT'S loyalty, service and counsel; and WHEREAS, the PRESIDENT wishes to continue in the employ of the as President; and WHEREAS, the BANK desires to continue to employ the PRESIDENT in his present capacity; and WHEREAS, PRESIDENT possesses certain valuable knowledge, professional skills and expertise essential to the continued viability of the business of the BANK; and WHEREAS, the BANK desires to continue to utilize the aforesaid knowledge, professional skills and expertise of the PRESIDENT in the conduct of the business of the BANK; and WHEREAS, the BANK and PRESIDENT desire to continue to set forth, in writing, the terms and conditions of their agreements and understandings, NOW, THEREFORE, in consideration of the f

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 30th, 2014 • Middleburg Financial Corp • National commercial banks • Virginia

THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of April 28, 2014, by and between MIDDLEBURG FINANCIAL CORPORATION (the “Corporation”) and DAVID L. SOKOL (the “Purchaser”).

Form of Consent Letter
Consent Letter • February 4th, 2009 • Middleburg Financial Corp • National commercial banks

Middleburg Financial Corporation (the "Company") anticipates entering into a Securities Purchase Agreement (the "Securities Purchase Agreement"), with the United States Department of 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.

EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2004 • Middleburg Financial Corp • National commercial banks • Virginia

THIS EMPLOYMENT AGREEMENT ("AGREEMENT"), is made as of the 16th day of April, 2003, by and between Middleburg Financial Corporation, ("Corporation") and Charles R. Roberts ("Executive").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 31st, 2009 • Middleburg Financial Corp • National commercial banks • Virginia

This STOCK PURCHASE AGREEMENT (this “Agreement”), made this 27th day of March, 2009 by and between Middleburg Financial Corporation (the “Corporation”) and David L. Sokol (the “Purchaser”), provides as follows:

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AGREEMENT
Chairman Agreement • April 28th, 2010 • Middleburg Financial Corp • National commercial banks

THIS AGREEMENT (“AGREEMENT”) is made as of April 28, 2010 and is effective as of May 1, 2010 (the “Effective Date”), by and between Middleburg Financial Corporation (the “Corporation”) and Joseph L. Boling (the “Chairman”).

MIDDLEBURG FINANCIAL CORPORATION Performance Stock Award Agreement
Performance Stock Award Agreement • March 17th, 2009 • Middleburg Financial Corp • National commercial banks • Virginia

THIS AGREEMENT dated as of the ________________________, between MIDDLEBURG FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and _____________________ (“Participant”), is made pursuant and subject to the provisions of the Middleburg Financial Corporation 2006 Equity Compensation Plan (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1,700,000 Shares Middleburg Financial Corporation Common Stock par value $2.50 per share UNDERWRITING AGREEMENT July 27, 2009
Underwriting Agreement • July 28th, 2009 • Middleburg Financial Corp • National commercial banks • New York

Middleburg Financial Corporation, a Virginia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Scott & Stringfellow, LLC (the “Underwriter”) 1,700,000 shares (the “Firm Securities”) of common stock, $2.50 par value, of the Company (the “Common Stock”) and at the election of the Underwriter, up to 208,598 additional shares (the “Optional Securities”) of Common Stock, to cover overallotments, if any (the Firm Securities and the Optional Securities that the Underwriter elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

AGREEMENT
Chairman Agreement • July 20th, 2011 • Middleburg Financial Corp • National commercial banks

THIS AGREEMENT (“AGREEMENT”) is made as of July 18, 2011 and is effective as of May 1, 2011 (the “Effective Date”), by and between Middleburg Financial Corporation (the “Corporation”) and Joseph L. Boling (the “Chairman”).

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 28th, 2010 • Middleburg Financial Corp • National commercial banks • Virginia

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of October 27, 2010, by and between MIDDLEBURG FINANCIAL CORPORATION (the “Corporation”) and DAVID L. SOKOL (the “Purchaser”).

MIDDLEBURG FINANCIAL CORPORATION
Equity Compensation Plan • May 2nd, 2006 • Middleburg Financial Corp • National commercial banks
MIDDLEBURG FINANCIAL CORPORATION Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • March 20th, 2009 • Middleburg Financial Corp • National commercial banks • Virginia

THIS AGREEMENT dated as of the ____ day of _______ 20__, but effective as of ________, 20__, between MIDDLEBURG FINANCIAL CORPORATION, a Virginia corporation (the “Corporation”), and __________(“Participant”), is made pursuant and subject to the provisions of the Corporation’s 2006 Equity Compensation Plan, as amended (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

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