First Sterling Banks Inc Sample Contracts

FIRST STERLING BANKS, INC. 1997 INCENTIVE STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT WITH
Incentive Stock Option Agreement • March 17th, 1999 • First Sterling Banks Inc • Commercial banks, nec
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EXHIBIT 10.14
Employment Agreement • November 28th, 2000 • First Sterling Banks Inc • Commercial banks, nec • Georgia
EXHIBIT 10.13
Employment Agreement • November 28th, 2000 • First Sterling Banks Inc • Commercial banks, nec • Georgia
EXHIBIT 10.16
Employment Agreement • November 28th, 2000 • First Sterling Banks Inc • Commercial banks, nec • Georgia
GUARANTEE AGREEMENT by and between MAIN STREET BANKS, INC. and Dated as of May 22, 2003
Guarantee Agreement • May 30th, 2003 • Main Street Banks Inc /New/ • Commercial banks, nec • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of May 22, 2003, is executed and delivered by Main Street Banks, Inc., a Georgia corporation (the “Guarantor”), and U.S. Bank National Association, a national banking association, organized under the laws of the United States of America, 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 Main Street Banks Statutory Trust II, a Connecticut statutory trust (the “Issuer”).

RECITALS
Employment Agreement • March 31st, 2000 • First Sterling Banks Inc • Commercial banks, nec • Georgia
EXHIBIT 4.2
Stock Option Agreement • November 7th, 2000 • First Sterling Banks Inc • Commercial banks, nec
1,500,000 Shares* MAIN STREET BANKS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 9th, 2004 • Main Street Banks Inc /New/ • Commercial banks, nec • Florida

Main Street Banks, Inc., a Georgia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 1,500,000 shares of its Common Stock, no par value per share (the “Common Stock”). The aggregate of 1,500,000 shares of Common Stock to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 225,000 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. (“Raymond James”) and SunTrust Capital Markets, Inc. are acting as the representatives of the several Underwriters and in such capacity are referred to in this Agreement as the “Representa

EXHIBIT 4.2
Stock Option Agreement • June 10th, 1998 • First Sterling Banks Inc • Commercial banks, nec
EXHIBIT 4.1
Option Assumption Agreement • May 11th, 2001 • First Sterling Banks Inc • Commercial banks, nec • Georgia
EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2005 • Main Street Banks Inc /New/ • Commercial banks, nec • Georgia

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 6th day of June, 2005, by and among MAIN STREET BANKS, INC., a Georgia corporation (hereinafter, the “Company”), MAIN STREET BANK (hereinafter, “MSB”) and DAVID W. BROOKS II (hereinafter, “Executive”), to be effective as of the Effective Date, as defined in Section 1.

CLAIMS AGREEMENT Dated as of December 27, 2005
Claims Agreement • December 30th, 2005 • Main Street Banks Inc /New/ • Commercial banks, nec • Georgia

THIS CLAIMS AGREEMENT (“Agreement”) is by and between the undersigned, an officer and employee (the “Officer”) of Main Street Banks, Inc. and/or various of its Subsidiaries (individually and collectively, the “Company”) and is made in connection with the Agreement and Plan of Merger dated as of December 14, 2005 (the “Merger Agreement”) by and between BB&T Corporation (“BB&T”) and the Company, and is made as of December 27, 2005. The Officer and the Company are each a “Party”, and are “Parties” hereunder. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Merger Agreement.

EXHIBIT 4.3
Employee Incentive Stock Option Agreement • May 27th, 1999 • First Sterling Banks Inc • Commercial banks, nec
AMENDMENT OF EMPLOYMENT AGREEMENT
Employment Agreement • May 25th, 2006 • Main Street Banks Inc /New/ • Commercial banks, nec

This Amendment of Employment Agreement is made as of May 25, 2006 by and between Main Street Banks, Inc., a Georgia corporation (the “Company”) and Robert R. Fowler, III (“Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2002 • Main Street Banks Inc /New/ • Commercial banks, nec • Georgia

This EMPLOYMENT AGREEMENT (this "Agreement" is made and entered into effective as of the 17th day of September, 2001, by and among MAIN STREET BANKS, INC., a Georgia corporation (hereinafter, the "Company", and ROBERT D. MCDERMOTT (hereinafter, "Executive"), to be effective as of the Effective Date, as defined in Section 1.

THIS AGREEMENT AND PLAN OF MERGER
Merger Agreement • June 1st, 2001 • First Sterling Banks Inc • Commercial banks, nec • Georgia

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 26, 2000, by and among FIRST STERLING BANKS, INC. ("FSLB"), a Georgia corporation; WILLIAMSON/MUSSELWHITE ACQUISITION CORP. ("Sub"), a Georgia corporation; WILLIAMSON INSURANCE AGENCY, INC. ("Williamson"), a Georgia corporation; WILLIAMSON & MUSSELWHITE INSURANCE AGENCY, INC. ("W&M"), a Georgia corporation, (Williamson and W&M are each a "Target" and collectively the "Targets"); H. Brewster Williamson, III; and Billy D. Musselwhite (each a "Shareholder" and collectively the "Shareholders").

AGREEMENT AND PLAN OF MERGER dated as of December 14, 2005 by and between BB&T CORPORATION and MAIN STREET BANKS, INC.
Merger Agreement • December 16th, 2005 • Main Street Banks Inc /New/ • Commercial banks, nec • North Carolina

This AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2005 (this “Agreement”), is by and between BB&T Corporation (“BB&T”), a North Carolina corporation, having its principal place of business in Winston-Salem, North Carolina, and Main Street Banks, Inc. (“Main Street”), a Georgia corporation, having its principal place of business in Atlanta, Georgia.

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2002 • Main Street Banks Inc /New/ • Commercial banks, nec • Georgia

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 15th day of May, 2002, by and among MAIN STREET BANK, a Georgia bank (hereinafter, the “Bank”), and JOHN T. MONROE (hereinafter, “Executive”), to be effective as of the Effective Date, as defined in Section 1.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 13th, 2004 • Main Street Banks Inc /New/ • Commercial banks, nec

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into on December 5, 2003, between and among MAIN STREET INSURANCE SERVICES, INC., a Georgia corporation (the "Acquiror"), BANKS MONEYHAN INSURANCE AGENCY, INC., a Georgia corporation ("BMIA"), MONEYHAN INSURANCE AGENCY, INC., a Georgia corporation ("MIA") ("BMIA" and "MIA" sometimes individually referred to herein as the "Agency" and are collectively referred to as herein as the "Agencies"), and CHARLES N. MONEYHAN, a Georgia resident ("Moneyhan"), R. DEAN HAYES, a Georgia resident ("Hayes"), and JANETTE M. HATTEN, a Georgia resident ("Hatten") (Moneyhan, Hayes and Hatten are referred to collectively herein as the "Shareholders"). The Acquiror, the Agencies and the Shareholders are sometimes referred to collectively herein as the "Parties", and sometimes referred to individually herein as a "Party."

Main Street Banks, Inc. Omnibus Stock Ownership and Long Term Incentive Plan Option Agreement
Stock Option Agreement • July 16th, 2001 • First Sterling Banks Inc • Commercial banks, nec

THIS STOCK OPTION AGREEMENT (the "Option Agreement") is made and entered into effective as of the day of , by and between MAIN STREET BANKS, INC. (the "Corporation") and , a resident of the State of Georgia (the "Optionee"). This Option Agreement is entered into by the Corporation and the Optionee pursuant to Main Street Banks, Inc. Omnibus Stock Ownership and Long Term Incentive Plan (the "Plan"). The Plan is incorporated herein by reference and made a part of this Option Agreement. Defined terms in the Plan shall have the same definition herein.

AMENDMENT OF EMPLOYMENT AGREEMENT
Employment Agreement • May 25th, 2006 • Main Street Banks Inc /New/ • Commercial banks, nec

This Amendment of Employment Agreement is made as of May 25, 2006 by and between Main Street Banks, Inc., a Georgia corporation (the “Company”) and Edward C. Milligan (“Executive”).

TRUST AGREEMENT
Trust Agreement • December 23rd, 2003 • Main Street Banks Inc /New/ • Commercial banks, nec • Delaware

This TRUST AGREEMENT, dated as of December 19, 2003 (this “Trust Agreement”), among Main Street Banks, Inc., a Georgia corporation (the “Depositor”), Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), and Edward C. Milligan and Robert D. McDermott, each an individual, as administrative trustees (the “Administrative Trustees;” and, together with the Delaware Trustee, the “Trustees”). The Depositor and the Trustees hereby agree as follows:

Main Street Bank 401(k) Profit Sharing Plan and Trust Adoption Agreement (see attached)
Adoption Agreement for a Profit Sharing Plan • November 7th, 2002 • Main Street Banks Inc /New/ • Commercial banks, nec

The DATAIR Mass-Submitter Prototype Non-Standardized Cash or Deferred Profit Sharing Plan and Trust ("the Plan and Trust") is hereby adopted by:

Main Street Banks, Inc. Omnibus Stock Ownership and Long Term Incentive Plan Restricted Stock Grant Agreement RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • July 16th, 2001 • First Sterling Banks Inc • Commercial banks, nec
AMENDMENT OF EMPLOYMENT AGREEMENT
Employment Agreement • May 25th, 2006 • Main Street Banks Inc /New/ • Commercial banks, nec

This Amendment of Employment Agreement is made as of May 25, 2006 by and between Main Street Banks, Inc., a Georgia corporation (the “Company”) and Samuel B. Hay, III (“Executive”).

FIRST STERLING BANKS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 1st, 2001 • First Sterling Banks Inc • Commercial banks, nec • Georgia

REGISTRATION RIGHTS AGREEMENT, dated as of December 28, 2000, by and among H. Brewster Williamson, III and Billy D. Musselwhite (collectively, the "Investors") and First Sterling Banks, Inc., a Georgia corporation (the "Company").

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