American Bancshares Inc \Fl\ – AGREEMENT AND PLAN OF REORGANIZATION (January 31st, 2000)1 EXHIBIT 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this "First Amendment"), dated as of January 24, 2000, is made by and among GOLD BANC CORPORATION, INC., a Kansas corporation ("Gold Banc"), GOLD BANC ACQUISITION CORPORATION XI, INC., a Kansas corporation ("Acquisition Subsidiary") and AMERICAN BANCSHARES, INC., a Florida corporation (the "Company"). RECITALS A. Gold Banc, Acquisition Subsidiary and the Company entered into an Agreement and Plan of Reorganization, dated as of September 6, 1999 (the "Original Agreement"), providing for the merger of the Company with and into Acquisition Subsidiary (the "Merger"). B. Gold Banc, Acquisition Subsidiary and the Company desire to am
American Bancshares Inc \Fl\ – 1999 STOCK OPTION AND EQUITY INCENTIVE PLAN (November 15th, 1999)AMERICAN BANCSHARES, INC. 1999 STOCK OPTION AND EQUITY INCENTIVE PLAN ARTICLE I The Plan 1.1 Establishment of the Plan. American Bancshares, Inc., a Florida corporation (the "Company"), hereby establishes the "American Bancshares, Inc. 1999 Stock Option and Equity Incentive Plan" (hereinafter referred to as the "Plan"). The Plan permits the grant of incentives in the form of Nonqualified Stock Options, Incentive Stock Options, Reload Options, Stock Appreciation Rights, Restricted Stock, or Unrestricted Stock Awards, and any combination thereof. Unless otherwise defined, all capitalized terms have the meaning ascribed to them in Article II. 1.2 Purpose. The purpose of the Plan is to advance the interests of the Company and its shareholders by offering officers, employees, and directors incentives that will prom
American Bancshares Inc \Fl\ – VOTING AGREEMENT (September 21st, 1999)EXECUTION COPY VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of September 6, 1999, is made by and among J. GARY RUSS, an individual, RONALD L. LARSON, an individual, TIMOTHY I. MILLER, an individual, DAN E. MOLTER, an individual, KIRK D. MOUDY, an individual, LYNN B. POWELL, III, an individual, WALTER L. PRESHA, an individual, R. JAY TAYLOR, an individual, and EDWARD D. WYKE, an individual (collectively, the "Significant Stockholders"), and GOLD BANC CORPORATION, INC., a Kansas corporation ("Gold Banc"). RECITALS A. Gold Banc, Gold Banc Acquisition Corporation XI, Inc., a Kansas corporation ("Acquisition Subsidiary"), American Bancshares, Inc., a Florida corporation (the "Company"), are entering into an Agreement and Plan of Reorganization, dated the date hereof (the "Merger Agreement"), which provides, among other things, that the Co
American Bancshares Inc \Fl\ – AGREEMENT AND PLAN OF REORGANIZATION (September 21st, 1999)EXECUTION COPY AGREEMENT AND PLAN OF REORGANIZATION By and Among GOLD BANC CORPORATION, INC. GOLD BANC ACQUISITION CORPORATION XI, INC. and AMERICAN BANCSHARES, INC. September 6, 1999 _______________________________________________________________ _______________________________________________________________ TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . .. . . . . . . . . . 1 Section 1.1 Defined Terms . . . . . . . . . . . . . . . . 1 Section 1.2 Construction. . . . . . . . . . . . . . . . . 7 ARTICLE II THE COMPANY MERGER . . . . . . . . . . . . . . . . . . . . . . 8 Section 2.1 The Merger. .
American Bancshares Inc \Fl\ – EMPLOYMENT AGREEMENT (August 12th, 1999)EMPLOYMENT AGREEMENT THIS AGREEMENT is between American Bancshares, Inc. ("ABI"), a Florida corporation, and Jerry L. Neff ("the Employee"), an individual. WHEREAS, the Employee is currently serving both as interim President of ABI, and as interim President of American Bank, an ABI subsidiary, and as interim President of Freedom Finance Company, also an ABI subsidiary; and WHEREAS, the Board of Directors of ABI, following careful consideration of the Employee's performance in recent months as interim President, which has been entirely satisfactory to the Board, and in order to reward the Employee's distinguished service in the past, to ensure that the Employee's compensation and benefits will be competitive with other successful banking corporations, and to encourage the Employee's full attention and dedication to ABI and American Bank in the event of a threatened Change of Control, as defined mo
American Bancshares Inc \Fl\ – EMPLOYMENT AGREEMENT (August 12th, 1999)EMPLOYMENT AGREEMENT THIS AGREEMENT is between American Bank ("American Bank" or "the Bank"), a Florida corporation, and Stuart M. Gregory ("the Employee"), an individual. WHEREAS, the Employee is currently serving as the Executive Vice President/Retail Loan Production Manager of the Bank, a wholly owned subsidiary of American Bancshares, Inc. ("ABI"); WHEREAS, American Bank, following consideration of market conditions in the industry, and taking into account its business success, to which the Employee has contributed, believe that it is imperative to revise the terms and provisions of the Employee's employment contract, in order to reward the Employee's past distinguished service, to ensure that the Employee's compensation and benefits will be competitive with other successful banking corporations, and to encourage the Employee's full attention and dedication to ABI
American Bancshares Inc \Fl\ – EMPLOYMENT AGREEMENT (August 12th, 1999)EMPLOYMENT AGREEMENT THIS AGREEMENT is between American Bank ("American Bank" or "the Bank"), a Florida corporation, and David R. Mady ("the Employee"), an individual. WHEREAS, the Employee is currently serving as a Senior Vice President of the Bank, a wholly owned subsidiary of American Bancshares, Inc. ("ABI"); and WHEREAS, American Bank believes that it is imperative to revise the terms and provisions of the Employee's employment contract with the Bank; NOW THEREFORE, in consideration of the continued employment of the Employee by American Bank, and of the mutual promises made herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. Employment. This is an employment contract. Through execution of this contract, American Bank offers continued employment, and the Employee acce
American Bancshares Inc \Fl\ – EMPLOYMENT AGREEMENT (August 12th, 1999)EMPLOYMENT AGREEMENT THIS AGREEMENT is between American Bancshares, Inc. ("ABI"), a Florida corporation, and Brian Watterson ("the Employee"), an individual. WHEREAS, the Employee is currently serving both as an employee of ABI, and as Executive Vice President/Chief Financial Officer/Chief Operations Officer of American Bank, an ABI subsidiary, and as Secretary of Freedom Finance Company, also an ABI subsidiary; and WHEREAS, the Board of Directors of ABI, following consideration of market conditions in the industry, and taking into account its business success, to which the Employee has contributed, believe that it is imperative to revise the terms and provisions of the Employee's employment contract, in order to reward the Employee's past distinguished service, to ensure that the Employee's compensation and benefits will be competitive with other successful banking corporations, and to encourage
American Bancshares Inc \Fl\ – EMPLOYMENT AGREEMENT (August 12th, 1999)EMPLOYMENT AGREEMENT THIS AGREEMENT is between American Bank ("American Bank" or "the Bank"), a Florida corporation, and John Nash ("the Employee"), an individual. WHEREAS, the Employee is currently serving as the Executive Vice President/Commercial Loan Production Manager of the Bank, a wholly owned subsidiary of American Bancshares, Inc. ("ABI"); WHEREAS, American Bank, following consideration of market conditions in the industry, and taking into account its business success, to which the Employee has contributed, believe that it is imperative to revise the terms and provisions of the Employee's employment contract, in order to reward the Employee's past distinguished service, to ensure that the Employee's compensation and benefits will be competitive with other successful banking corporations, and to encourage the Employee's full attention and dedication to ABI and
American Bancshares Inc \Fl\ – SEVERANCE AGREEMENT (May 5th, 1999)Exhibit 10.15 SEVERANCE AGREEMENT This is a Severance Agreement ("the Agreement") by and between American Bank ("the Bank"), and Gerald L. Anthony ("Anthony"). WHEREAS, Anthony was employed by American Bank as its President and Chief Executive Officer, starting work on the Bank's behalf prior to issuance of its Charter, and most recently working for the Bank pursuant to an Employment Agreement dated December 1, 1995; and WHEREAS, Anthony is presently employed by American Bancshares, Inc. ("ABI") as its President and Chief Executive Officer, by Freedom Finance Company as its President, and by ABI Capital Trust as its Administrator; and WHEREAS, Anthony is presently serving on the Board of Directors of the Bank, ABI, and Freedom Finance Company; and WHEREAS, the Bank, ABI, and Freedom Finance Company wish to sever their relationship with Anthony, and Anthon
American Bancshares Inc \Fl\ – ADDENDUM TO SECOND RESTATED EMPLOYMENT AGREEMENT (March 31st, 1999)1 EXHIBIT 10.3 ADDENDUM TO SECOND RESTATED EMPLOYMENT AGREEMENT This Addendum to the Second Restated Employment Agreement is dated this 14th day of May, 1998 (the "Effective Date"), between American Bank of Bradenton ("Employer"), whose address is 4702 Cortez Road West, Bradenton, Florida 34210 and Philip W. Coon ("Employee"), whose address is 510 Rooks Road, Seffner, Florida 33584. WITNESSETH: WHEREAS, Employer and Employee have entered into a Second Restated Employment Agreement dated June 30, 1995, whereby Employee agreed to develop and operate a wholesale residential mortgage loan department of Employer; WHEREAS, Employee is currently employed by Employer under the terms and conditions of the Second Restated Employment Agreement; WHEREAS, the parties desire to amend certain provisions of the Second Restated Employ
American Bancshares Inc \Fl\ – ADDENDUM TO SECOND RESTATED EMPLOYMENT AGREEMENT (March 31st, 1999)1 EXHIBIT 10.5 ADDENDUM TO SECOND RESTATED EMPLOYMENT AGREEMENT This Addendum to the Second Restated Employment Agreement is dated this 14th day of May, 1998 (the "Effective Date"), between American Bank of Bradenton ("Employer"), whose address is 4702 Cortez Road West, Bradenton, Florida 34210 and David R. Mady ("Employee"), whose address is 3209 Riverview Boulevard West, Bradenton, Florida 34205. WITNESSETH: WHEREAS, Employer and Employee have entered into a Second Restated Employment Agreement dated June 30, 1995, whereby Employee agreed to develop and operate a wholesale residential mortgage loan department of Employer; WHEREAS, Employee is currently employed by Employer under the terms and conditions of the Second Restated Employment Agreement;
American Bancshares Inc \Fl\ – CONSULTING AGREEMENT (August 14th, 1998)CONSULTING AGREEMENT THIS AGREEMENT is between James J. Bazata Consulting, Inc., a Florida corporation, hereinafter referred to as "the Consulting Company," and American Bank, hereinafter referred to as "the Bank." 1. Retention of Consulting Company. The Bank hereby retains the Consulting Company, and the Consulting Company hereby agrees to render consulting services to the Bank. 2. Consulting Company's Services. The Consulting Company agrees to provide the Bank with consultation and advice, on request. 3. Term of Agreement. The term of this Agreement shall run from the date of its execution by the parties until December 31, 2000. 4. Consulting Company Fee. The Consulting Company shall be paid the following non-refundable retainers for all services rendered by the Consulting Company: a. First Payment. The Consulting Company's first payment shall b
American Bancshares Inc \Fl\ – CONFIDENTIAL SETTLEMENT AGREEMENT (August 14th, 1998)-1- BAZATA V. AMERICAN BANK CONFIDENTIAL SETTLEMENT AGREEMENT This Confidential Settlement Agreement, hereinafter referred to as "the Agreement," is made by and between JAMES J. BAZATA, hereinafter referred to as "Bazata," on the one hand, and AMERICAN BANK, hereinafter referred to as "the Bank," on the other hand. WHEREAS, Bazata was formerly employed by the Bank in various management positions; and WHEREAS, in October, 1995, Bazata suffered a stroke, and he alleges that after this stroke, the Bank discriminated against him because it wrongly regarded him as disabled from work; and WHEREAS, Bazata retained counsel to assist him in matters relating to his desire to return to work at the Bank, and alleged disability discrimination against him, and he further alleges that the Bank retaliated against him because of his ret
American Bancshares Inc \Fl\ – TRUST AGREEMENT (June 4th, 1998)1 EXHIBIT 4.4 DRAFT MAY 28, 1998 ================================================================================ AMENDED AND RESTATED TRUST AGREEMENT among AMERICAN BANCSHARES, INC. as Depositor BANKERS TRUST COMPANY, as Property Trustee, and BANKERS TRUST (DELAWARE), as Delaware Trustee dated as of ______ __, 1998 ABI CAPITAL TRUST ========
American Bancshares Inc \Fl\ – JUNIOR SUBORDINATED INDENTURE (June 4th, 1998)1 EXHIBIT 4.1 DRAFT MAY 28, 1998 ================================================================================ JUNIOR SUBORDINATED INDENTURE Between AMERICAN BANCSHARES, INC. and BANKERS TRUST COMPANY (as Trustee) dated as of ______ __, 1998 ================================================================================ 2 ABI CAPITAL TRUST Certain Sections of this Junior Subordinated Indenture relating to Sections 310 through 318 of the
American Bancshares Inc \Fl\ – TRUST AGREEMENT (June 4th, 1998)1 EXHIBIT 4.3 TRUST AGREEMENT OF ABI CAPITAL TRUST THIS TRUST AGREEMENT is made as of May 20, 1998 (this "Trust Agreement"), by and among American Bancshares, Inc., a Florida corporation, as depositor (the "Depositor"), and Bankers Trust (Delaware), as trustee, and Bankers Trust Company, as trustee (jointly, the "Trustees"). The Depositor and the Trustees hereby agree as follows: 1. The trust created hereby shall be known as ABI Capital Trust (the "Trust"), in which name the Trustees or the Depositor, to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued. 2. The Depositor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. It is the intention of the parties hereto that the Trust
American Bancshares Inc \Fl\ – UNDERWRITING AGREEMENT (June 4th, 1998)1 EXHIBIT 1.1 $15,000,000 ABI CAPITAL TRUST AMERICAN BANCSHARES, INC. ____% Preferred Securities (Liquidation Amount $10 per Preferred Security) UNDERWRITING AGREEMENT ______ __, 1998 ADVEST, INC. One Rockefeller Plaza, 20th Floor New York, New York 10020 Ladies and Gentlemen: ABI Capital Trust (the "Trust"), a statutory business trust organized under the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter 38, Title 12, of the Delaware Business Code, 12 Del. C. Section 3801 et seq.), and American Bancshares, Inc., a Florida corporation (the "Company"), as depositor of the Trust and as guarantor, hereby confirm their agreement with you, as the underwriter ("Underwriter"), as follows: Section 1. Int
American Bancshares Inc \Fl\ – STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION (June 4th, 1998)1 EXHIBIT 25.1 -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________ ------------------------------ BANKERS TRUST COMPANY (Exact name of trustee as specified in its charter) NEW YORK 13-4941247 (Jurisdiction of Incorporation or (I.R.S. Employer organization if not a U.S. national bank)
American Bancshares Inc \Fl\ – GUARANTEE AGREEMENT (June 4th, 1998)1 EXHIBIT 4.6 DRAFT MAY 28, 1998 ================================================================================ GUARANTEE AGREEMENT Between AMERICAN BANCSHARES, INC. (as Guarantor) and BANKERS TRUST COMPANY (as Guarantee Trustee) dated as of _____ __, 1998 ================================================================================ 2 ABI CAPITAL TRUST Certain Sections of this Guarantee Agreement relating to
American Bancshares Inc \Fl\ – EMPLOYEE AGREEMENT (May 18th, 1998)EMPLOYEE AGREEMENT THIS AGREEMENT, made and entered into this 1st day of February, 1998, between American Bank of Bradenton, Bradenton, Florida ( "the Bank" ) and Brian M. Watterson, ("Employee"). WHEREAS, the Bank is a state bank, regulated by the Florida Comptroller's Office, Division of Banking, insured by the Federal Deposit Insurance Corporation, and located in Bradenton, Florida, and WHEREAS, the Bank wants to employ the Employee as Senior Vice President/Chief Financial Officer; and Whereas, the parties desire to enter into this Agreement setting forth the terms and conditions of the employment relationship of the Bank and the Employee; NOW, THEREFORE, it is AGREED as follows: I. RELATIONSHIP ESTABLISHED AND DUTIES 1. The Bank hereby will employ the Employee as Senior Vice President / Chief Financial Officer to hold the title of Senior Vice President / Chief Financial Off
American Bancshares Inc \Fl\ – EMPLOYMENT AGREEMENT (March 31st, 1998)1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 22nd day of January 1997, by and among AMERICAN BANK OF BRADENTON (the "Bank") and STUART M. GREGORY, an individual (the "Employee"). WHEREAS, the Bank is a state bank, regulated by the Florida Comptroller's Office, Division of Banking, and is insured by the Federal Deposit Insurance Corporation, located in Bradenton, Florida; and WHEREAS, the Bank desires to increase its volume and market share of retail residential origination loans and related activities arising out of such lending services, and the Bank desires to employ the Employee in connection therewith; and WHEREAS, the Employee has experience in the origination and sale of such loans and related lending activities and the Employee is willing to be employed by the Bank as a loan officer on th
American Bancshares Inc \Fl\ – ASSIGNMENT OF LEASE (March 31st, 1998)1 EXHIBIT 10.13 ASSIGNMENT OF LEASE AND CONSENT TO ASSIGNMENT THIS AGREEMENT is made and entered into by and between G.J.M. PROPERTIES, INC., a Florida Corporation (referred to as "Lessor") and FIRST ENTERPRISE ACCEPTANCE CORPORATION, (referred to as "Assignor") and FREEDOM FINANCE, INC., (referred to as ("Assignee") and shall be effective February 15, 1998. NOW IN consideration of the premises, the sum of One Dollar ($1.00) paid by Assignee to Assignor and the rental to be paid hereunder by Assignee to Lessor, the parties do hereby covenant and agree as follows: 1. Background. Lessor and Assignor entered into a Lease Agreement dated April 1, 1997, pertaining to premises located at 6650 Cortez Road West, Bradenton, Florida 34210, a copy of which is attached hereto and made a part hereof.
American Bancshares Inc \Fl\ – LOAN AGREEMENT (February 2nd, 1998)1 EXHIBIT 10.1 LOAN AGREEMENT LOAN AGREEMENT dated as of October 30, 1997, by and between AMERICAN BANCSHARES, INC., a Florida corporation ("Borrower"), and BARNETT BANK, N.A., a national banking association (the "Lender"). W I T N E S S E T H: RECITALS: A. The Borrower has requested a revolving line of credit from Lender in order to finance the acquisition of real estate to be used for the development of its corporate headquarters, an operations center, and bank branches. B. The Lender is willing to provide a $5,000,000 revolving line of credit facility in accordance with, and subject to, the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the covenants, agreements, terms and conditions contained herein, the parties hereto hereby agree as follows: SECTION 1. DEFINITIONS
American Bancshares Inc \Fl\ – AGREEMENT AND PLAN OF MERGER (October 9th, 1997)1 EXHIBIT 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First Amendment") dated as of October 8, 1997 by and among AMERICAN BANCSHARES, INC. ("ABI"), a Florida corporation having its principal office located in Bradenton, Florida, AMERICAN BANK OF BRADENTON ("American Bank"), a Florida state chartered bank, and MURDOCK FLORIDA BANK ("Murdock"), a Florida state chartered bank having its principal office located in Murdock, Florida. PREAMBLE The parties hereto entered into an Agreement and Plan of Merger, dated as of September 23, 1997 ("Merger Agreement"), whereby ABI, American Bank, and Murdock agreed to the merger of Murdock with and into American Bank. The parties now desire to amend the Merger Ag
American Bancshares Inc \Fl\ – AGREEMENT AND PLAN OF MERGER (October 9th, 1997)1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG AMERICAN BANCSHARES, INC., AMERICAN BANK OF BRADENTON AND MURDOCK FLORIDA BANK DATED AS OF SEPTEMBER 23, 1997 2 TABLE OF CONTENTS Page ---- PREAMBLE ARTICLE I The Merger and Related Transactions....................................................................-1-
American Bancshares Inc \Fl\ – INCENTIVE STOCK OPTION PLAN OF 1996 (March 31st, 1997)1 EXHIBIT 10.9 AMERICAN BANCSHARES, INC. AND AMERICAN BANK OF BRADENTON INCENTIVE STOCK OPTION PLAN OF 1996 1. Purpose of Plan The purpose of this Stock Option Plan ("Plan") is to aid American Bancshares, Inc. (the "Corporation") and American Bank of Bradenton (the "Bank") in securing and retaining top management key employees of outstanding ability by making it possible to offer them an increased incentive, in the form of a proprietary interest in the Corporation, to join or continue in the service of the Corporation and/or the Bank and to increase their efforts for its welfare and success. 2. Definitions As used in this Plan, the following words shall have the following meanings: (a) "Board" shall mean the Board of Directors of the Corporation; (b) "Code" shall mean the Internal Revenue Code
