FORM OF DIRECTOR’S QUALIFYING SHARES AGREEMENT
Exhibit 10.1
FORM OF
DIRECTOR’S QUALIFYING SHARES AGREEMENT
THIS AGREEMENT, made and entered into as of the 10th day of December 2004, by and between (hereinafter called “Director”) and The Republic Corporation, a Texas corporation and registered bank holding company (hereinafter called “Seller”), provides as follows:
WHEREAS, director acquired his or her shares of Bank Stock for $5,000;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
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4. Director’s Representations and Warranties.
The Director hereby warrants, represents and covenants to the Seller as follows:
(a) | Ownership of Shares. The Director is the sole owner of the Bank Stock and holds the Bank Stock for the sole purpose of qualification for membership on the board of directors of the Bank. Pursuant to the Director’s agreement with the Bank as evidenced by the legend on the Bank Stock, the Director may only sell the Bank Stock to the Seller or a successor director for the same price as the Director originally paid. Except as described in the preceding sentence the Bank Stock are free and clear of all security interests, liens, pledges, encumbrances, restrictions, adverse claims, buy-sell agreements, preemptive rights or rights of any third parties. Upon transfer of the Bank Stock in accordance with this Agreement, good and marketable title to the Bank Stock will be transferred to, and vested in, the Seller. | |||
(b) | No Breach. The execution of this Agreement and the Director’s compliance with the terms hereof will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, any security agreement, pledge, agreement, or other instrument to which the Director or the Bank Stock is subject. |
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hereby directs, consents and agrees that any and all such preemptive rights shall be exercised by Seller. Any and all other stock rights or benefits not expressly mentioned herein are likewise waived and shall be received or exercised by Seller, except the right to vote the Common Stock, which is reserved and retained to Director during his ownership of such shares.
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A CERTAIN AGREEMENT DATED AS OF DECEMBER ___, 2004, WHICH AGREEMENT IS AVAILABLE FOR INSPECTION IN THE OFFICE OF THE PRESIDENT OF THE REPUBLIC CORPORATION. (THE “CORPORATION”) AND WHICH AGREEMENT PROVIDES FOR REPURCHASE OF SUCH SHARES BY THE CORPORATION. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN STRICT ACCORDANCE WITH THE TERMS OF THAT AGREEMENT. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON RECEIPT BY THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE HOLDER REQUESTING SUCH A COPY.”
(a) | No Waiver of Rights or Remedies. No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude the prior or subsequent exercise of any other right, power or privilege. | |||
(b) | Severability. Should any one or more of the provisions hereof be determined to be illegal or unenforceable, all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby. | |||
(c) | Successors in Interest. This Agreement shall bind and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of the respective parties. |
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(d) | CHOICE OF LAW. IT IS THE INTENTION OF THE PARTIES THAT THE LAWS OF TEXAS SHOULD GOVERN THE VALIDITY OF THIS AGREEMENT, WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS THE CONSTRUCTION OF ITS TERMS AND THE INTERPRETATION OF THE RIGHTS AND DUTIES OF THE PARTIES, AND ALL OBLIGATIONS OF THE PARTIES CREATED HEREUNDER ARE PERFORMABLE IN DALLAS COUNTY, TEXAS. | |||
(e) | Integrated Agreement. The foregoing constitutes the entire agreement between the parties on the subject hereof, and there are no agreements or understandings between the parties on this subject matter other than those set forth herein. | |||
(f) | Modification. Modification of this Agreement shall not be valid unless the same is in writing and signed by all parties hereto. | |||
(g) | Relation to Banking Laws. In case any one or more of the provisions contained in this Agreement shall be held by a court or administrative authority of competent jurisdiction to violate any portion of the National Bank Act, as amended, or any other laws of the United States or the State of Texas, such provision or provisions of this Agreement shall be of no force or effect, but all other provisions of this Agreement shall not be affected thereby, and shall continue in full force and effect, and this Agreement shall thereafter be construed as if such provision had never been contained herein. | |||
(h) | Notice. Unless otherwise provided herein, any and all payments, notices, requests, instructions and other communications required or permitted to be given under this Agreement after the date hereof by any party hereto to any other party may be delivered personally or by nationally recognized overnight courier service or sent by mail or (except in the case of payments) by telex or facsimile transmission, at the respective addresses or transmission numbers set forth below and shall be effective (a) in the case of personal delivery, telex or facsimile transmission, when received; (b) in the case of mail, upon the earlier of actual receipt or five (5) business days after deposit in the United States Postal Service, first class certified or registered mail, postage prepaid, return receipt requested; and (c) in the case of nationally-recognized overnight courier service, one (1) business day after delivery to such courier service together with all appropriate fees or charges and instructions for such overnight delivery. The parties may change their respective addresses and transmission numbers by written notice to all other parties, sent as provided in this paragraph. All communications must be in writing and addressed as follows: |
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If to Director:
Telephone:
If to Seller:
THE REPUBLIC CORPORATION
5340 Weslayan
X.X. Xxx 000000
Xxxxxxx, Xxxxx 00000
c/o President
Telecopy: (000) 000-0000
(i) | Counterparts. For the convenience of the parties hereto, this Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all counterparts hereof so executed by the parties hereto, whether or not such counterpart shall bear the execution of each of the parties hereto, shall be deemed to be, and shall be construed as, one and the same Agreement. A telecopy or facsimile transmission of a signed counterpart of this Agreement shall be sufficient to bind the party or parties whose signature(s) appear thereon. |
[signature page follows]
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SELLER: | ||||
THE REPUBLIC CORPORATION | ||||
By: | ||||
X. X. Xxxxxxxx, XX, Vice President | ||||
DIRECTOR: | ||||
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