Valley Financial Corp /Va/ Sample Contracts

Exhibit 10.2 - Employment Agreement between Ellis L. Gutshall and the Registrant EMPLOYMENT AGREEMENT BETWEEN VALLEY FINANCIAL CORPORATION AND ELLIS GUTSHALL This Employment Agreement ("Agreement"), dated for purposes of identification, September 21,...
Employment Agreement • September 27th, 2000 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia
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GUARANTEE AGREEMENT Valley Financial Corporation Dated as of September 26, 2005
Guarantee Agreement • September 29th, 2005 • Valley Financial Corp /Va/ • Savings institution, federally chartered • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of September 26, 2005, is executed and delivered by Valley Financial Corporation, incorporated in Virginia (the “Guarantor”), and U.S. Bank National Association, 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 Valley Financial (VA) Statutory Trust II, a Connecticut statutory trust (the “Issuer”).

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JUNIOR SUBORDINATED INDENTURE between VALLEY FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY, as Trustee
Junior Subordinated Indenture • December 20th, 2006 • Valley Financial Corp /Va/ • Savings institution, federally chartered • New York

JUNIOR SUBORDINATED INDENTURE, dated as of December 15, 2006, between VALLEY FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).

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AMENDED AND RESTATED TRUST AGREEMENT among VALLEY FINANCIAL CORPORATION, as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees
Trust Agreement • December 20th, 2006 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 15, 2006, among (i) Valley Financial Corporation, a Virginia corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Ellis L. Gutshall, an individual, Kimberly B. Snyder, CPA, an individual, and J. Randall Woodson, an individual, each of whose address is c/o Valley Financial Corporation, 36 Church Avenue, SW, Roanoke, Virginia 24011, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.

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INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 28th, 2006 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia

THIS AGREEMENT, made this the 21st day of January, 1999, between VALLEY FINANCIAL CORPORATION, A Virginia corporation, (the “Company”), and James Randall Woodson, an employee of the Company or its subsidiary, Valley Bank, (hereinafter called “Employee”);

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EXHIBIT 10.6
Severance Agreement • March 30th, 2000 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia
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Split-Dollar Insurance Agreement
Split-Dollar Insurance Agreement • November 13th, 2008 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia

This Agreement is entered into this 12th day of November 2008, by and between Valley Bank, a Virginia banking corporation (“Valley Bank”) and Kimberly B. Snyder (“Employee”);

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VALLEY FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT July 5, 2005
Restricted Stock Agreement • March 28th, 2006 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia
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Valley Financial Corporation Incentive Stock Option Agreement
Incentive Stock Option Agreement • March 23rd, 2007 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia

THIS AGREEMENT is between Valley Financial Corporation (the “Company”) and Kimberly B. Snyder (the “Optionee”), and is dated as of August 10, 2005 (the “Date of Grant”).

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EMPLOYMENT AGREEMENT BETWEEN VALLEY FINANCIAL CORPORATION AND KIMBERLY B. SNYDER
Employment Agreement • November 13th, 2008 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia

This Employment Agreement (“Agreement”), dated for purposes of identification and effective November 1, 2008 (the “Effective Date”), is made and entered into between Valley Financial Corporation (“Employer”), a bank holding company owning all of the outstanding capital stock of Valley Bank (“Bank”) and Kimberly B. Snyder (“Employee”). This Agreement, as amended and restated, is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

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AGREEMENT AND PLAN OF MERGER between VALLEY FINANCIAL CORPORATION and BNC BANCORP
Merger Agreement • November 18th, 2014 • Valley Financial Corp /Va/ • Savings institution, federally chartered • North Carolina

AGREEMENT AND PLAN OF MERGER, dated as of November 17, 2014, (this “Agreement”), by and between VALLEY FINANCIAL CORPORATION (“Valley Financial”) and BNC BANCORP (“Buyer”).

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GUARANTEE AGREEMENT BETWEEN Valley Financial Corporation, AS GUARANTOR, AND Wilmington Trust Company, AS GUARANTEE TRUSTEE DATED AS OF DECEMBER 15, 2006 Valley Financial Statutory Trust III
Guarantee Agreement • December 20th, 2006 • Valley Financial Corp /Va/ • Savings institution, federally chartered • New York

GUARANTEE AGREEMENT, dated as of December 15, 2006, executed and delivered by VALLEY FINANCIAL CORPORATION, a Virginia corporation (the “Guarantor”) having its principal office at 36 Church Avenue, SW, Roanoke, Virginia 24011, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Valley Financial Statutory Trust III, a Delaware statutory trust (the “Issuer”).

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Valley Financial Corporation Incentive Stock Option Agreement
Incentive Stock Option Agreement • March 18th, 2014 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia

THIS AGREEMENT is between Valley Financial Corporation (the “Company”) and ______________ (the “Optionee”), and is dated as of _________, 2014 (the “Date of Grant”).

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VALLEY FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT July 5, 2005
Restricted Stock Agreement • March 23rd, 2007 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia
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Insurance Loan Agreement
Insurance Loan Agreement • March 30th, 2004 • Valley Financial Corp /Va/ • Savings institution, federally chartered

This Agreement is entered into as of the 31st day of December, 2003, by and among Valley Financial Corporation, a Virginia corporation (“VFC”), Valley Bank, a Virginia banking corporation (“Valley Bank”) and A. Wayne Lewis, 3389 Southwood Village Court, Roanoke, Virginia 24014 (“Lewis”);

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EMPLOYMENT AGREEMENT BETWEEN VALLEY FINANCIAL CORPORATION AND J. RANDALL WOODSON
Employment Agreement • November 14th, 2002 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia

This Employment Agreement (“Agreement”), dated for purposes of identification, August 26, 2002, is made and entered into between Valley Financial Corporation (“Employer”), a bank holding company owning all of the outstanding capital stock of Valley Bank (“Bank”) and J. Randall Woodson (“Employee”).

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Amendment to Split Dollar Insurance Agreement
Split Dollar Insurance Agreement • May 12th, 2008 • Valley Financial Corp /Va/ • Savings institution, federally chartered

This Amendment (“Amendment”) to Split Dollar Insurance Agreement is dated as of the 31st day of January, 2008, by and between Valley Bank, a Virginia banking corporation (“Valley Bank”) and Ellis L. Gutshall (“Employee”);

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VALLEY FINANCIAL CORPORATION Stock Award Agreement
Stock Award Agreement • March 18th, 2014 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia

THIS AGREEMENT dated as of the ____ day of February, 2014, between VALLEY FINANCIAL CORPORATION, a Virginia corporation (the “Corporation”), and ________________ (“Participant”), is made pursuant and subject to the provisions of the VALLEY FINANCIAL CORPORATION 2011 STOCK INCENTIVE PLAN (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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FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • November 13th, 2008 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia

This Change in Control Severance Agreement (“Agreement”) is made and entered into as of November 1, 2008 between Valley Financial Corporation (“Company”), a Virginia corporation, and (“Employee”).

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Insurance Transfer Agreement
Insurance Transfer Agreement • March 30th, 2004 • Valley Financial Corp /Va/ • Savings institution, federally chartered

This Agreement is entered into as of the 31st day of December, 2003, by and among Valley Financial Corporation, a Virginia corporation (“VFC), Valley Bank, a Virginia banking corporation (“Valley Bank”) and Ellis L. Gutshall, 449 Canterbury Lane, S.W., Roanoke, Virginia 24014 (“Gutshall”).

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VALLEY FINANCIAL CORPORATION Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 18th, 2014 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia

THIS AGREEMENT dated as of the ____ day of _____________, 2014, between VALLEY FINANCIAL CORPORATION, a Virginia corporation (the “Corporation”), and Ellis L. Gutshall (“Participant”), is made pursuant and subject to the provisions of the VALLEY FINANCIAL CORPORATION 2011 STOCK INCENTIVE PLAN (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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Form of Consent Letter
Consent Letter • December 15th, 2008 • Valley Financial Corp /Va/ • Savings institution, federally chartered

The (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.

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VALLEY FINANCIAL CORPORATION STOCK PURCHASE AND SUBSCRIPTION AGREEMENT
Stock Purchase and Subscription Agreement • September 27th, 2004 • Valley Financial Corp /Va/ • Savings institution, federally chartered

This stock purchase is subject to the following additional conditions, all of which must be satisfied before the stock purchase is completed:

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CHANGE IN CONTROL SEVERANCE AGREEMENT BETWEEN VALLEY FINANCIAL CORPORATION AND ANDREW B. AGEE
Change in Control Severance Agreement • October 24th, 2013 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia

This Change in Control Severance Agreement ("Agreement") is made and entered into as of October 18, 2013 between Valley Financial Corporation ("Company"), a Virginia corporation, and Andrew B. Agee ("Employee").

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FORM OF RESTRICTED STOCK AGREEMENT VALLEY FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT December 30, 2008
Restricted Stock Agreement • March 27th, 2009 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia
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UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.
Written Agreement • October 6th, 2010 • Valley Financial Corp /Va/ • Savings institution, federally chartered

Written Agreement by and among VALLEY FINANCIAL CORPORATION Docket No. 10-167 -WA/RB-HC Roanoke, Virginia 10-167 -WA/RB-SM VALLEY BANK Roanoke, Virginia and FEDERAL RESERVE BANK OF RICHMOND Richmond, Virginia

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FORM OF STOCK OPTION AGREEMENT Valley Financial Corporation Incentive Stock Option Agreement
Incentive Stock Option Agreement • March 27th, 2009 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia

THIS AGREEMENT is between Valley Financial Corporation (the “Company”) and __________ (the “Optionee”), and is dated as of December 30, 2008 (the “Date of Grant”).

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Amendment No. 1 to the Employment Agreement between Valley Financial Corporation and Kimberly B. Snyder Dated November 1, 2008
Employment Agreement • March 19th, 2009 • Valley Financial Corp /Va/ • Savings institution, federally chartered

This Amendment No. 1 to the Employment Agreement between Valley Financial Corporation and Kimberly B. Snyder, dated November 1, 2008 (“Agreement”) is effective as of December 12, 2008.

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VALLEY FINANCIAL CORPORATION Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 17th, 2011 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia

THIS AGREEMENT dated as of the __ day of _______, 2011, between VALLEY FINANCIAL CORPORATION, a Virginia corporation (the “Corporation”), and Ellis L. Gutshall (“Participant”), is made pursuant and subject to the provisions of the VALLEY FINANCIAL CORPORATION 2005 KEY EMPLOYEE EQUITY AWARD PLAN (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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Amendment to Split Dollar Insurance Agreement
Split Dollar Insurance Agreement • May 12th, 2008 • Valley Financial Corp /Va/ • Savings institution, federally chartered

This Amendment (“Amendment”) to Split Dollar Insurance Agreement is dated as of the 31st day of January, 2008, by and between Valley Bank, a Virginia banking corporation (“Valley Bank”) and A. Wayne Lewis (“Employee”);

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JUNIOR SUBORDINATED NOTE SUBSCRIPTION AGREEMENT
Junior Subordinated Note Subscription Agreement • December 20th, 2006 • Valley Financial Corp /Va/ • Savings institution, federally chartered • New York

THIS JUNIOR SUBORDINATED NOTE SUBSCRIPTION AGREEMENT, dated as of December 15, 2006 (this “Agreement”), between Valley Financial Corporation, a Virginia corporation (the “Company”), and Valley Financial Statutory Trust III, a statutory trust created under the laws of the State of Delaware (the “Trust”), relating to the Junior Subordinated Notes due 2037 (the “Notes”), issuable pursuant to an Indenture, dated the date hereof, between the Company and Wilmington Trust Company, as Trustee (the “Indenture”).

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COMMON STOCK
Underwriting Agreement • November 17th, 2000 • Valley Financial Corp /Va/ • Savings institution, federally chartered • Virginia
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FORM OF SENIOR EXECUTIVE OFFICER WAIVER
Senior Executive Officer Waiver • December 15th, 2008 • Valley Financial Corp /Va/ • Savings institution, federally chartered

Valley Financial Corporation (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the United States Department of the Treasury (the “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.

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Amendment No. 1 to the Employment Agreement between Valley Financial Corporation and Ellis L. Gutshall Dated November 1, 2008
Employment Agreement • March 19th, 2009 • Valley Financial Corp /Va/ • Savings institution, federally chartered

This Amendment No. 1 to the Employment Agreement between Valley Financial Corporation and Ellis L. Gutshall, dated November 1, 2008 (“Agreement”) is effective as of December 12, 2008.

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