AGREEMENT AND PLAN OF MERGER By And Between STATE BANK FINANCIAL CORPORATION (Buyer) and GEORGIA-CAROLINA BANCSHARES, INC. (Seller) Dated as of June 23, 2014Merger Agreement • June 24th, 2014 • Georgia-Carolina Bancshares, Inc • State commercial banks • Georgia
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 23, 2014 is by and between State Bank Financial Corporation (“Buyer”), a Georgia corporation and registered bank holding company for State Bank and Trust Company, a Georgia state-chartered bank (“State Bank”), and Georgia-Carolina Bancshares, Inc. (“Seller”), a Georgia corporation and registered bank holding company for First Bank of Georgia, a Georgia state-chartered bank (“First Bank”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 9.1 of this Agreement.
FIRST AMENDMENT TO THE SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • June 24th, 2014 • Georgia-Carolina Bancshares, Inc • State commercial banks
This First Amendment to the Severance Protection Agreement (this “Amendment”) is made by and between FIRST BANK OF GEORGIA, a banking corporation chartered under the laws of the State of Georgia (the “Bank”) and REMER Y. BRINSON, III (the “Employee”), effective this 19th day of June, 2014 (the “Effective Date”):
FIRST BANK OF GEORGIA BONUS AWARD AGREEMENTBonus Award Agreement • June 24th, 2014 • Georgia-Carolina Bancshares, Inc • State commercial banks • Georgia
THIS BONUS AWARD AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2014 (the “Effective Date”) by and between First Bank of Georgia, a Georgia state-chartered Bank ( “First Bank”), and Remer Y. Brinson, III (the “Executive”);
