Tib Financial Corp. Sample Contracts

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1 EXHIBIT 10.5
Employment Agreement • March 27th, 1997 • Tib Financial Corp • State commercial banks • Florida
INTRODUCTION
Continuation Agreement • March 28th, 2002 • Tib Financial Corp • State commercial banks • Florida
INTRODUCTION
Fee Agreement • March 28th, 2002 • Tib Financial Corp • State commercial banks • Florida
INTRODUCTION
Dollar Agreement • March 28th, 2002 • Tib Financial Corp • State commercial banks • Florida
INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 1st, 2010 • Tib Financial Corp. • State commercial banks • Florida

AGREEMENT, dated as of September 30, 2010, by and between TIB Financial Corp., a corporation organized under the laws of the State of Florida (the “Company”), and [Name] (the “Indemnitee”).

SECURITIES PURCHASE AGREEMENT STANDARD TERMS
Securities Purchase Agreement • December 5th, 2008 • Tib Financial Corp. • State commercial banks • New York

WHEREAS, the United States Department of the Treasury (the “Investor”) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program (“CPP”);

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 1st, 2010 • Tib Financial Corp. • State commercial banks • Florida

AGREEMENT, dated as of September 30, 2010, by and between TIB Bank, Florida corporation and a banking subsidiary of TIB Financial Corp. (the “Bank”), and [Name] (the “Indemnitee”).

REGISTRATION RIGHTS AGREEMENT dated as of September 30, 2010 by and between TIB FINANCIAL CORP. and NORTH AMERICAN FINANCIAL HOLDINGS, INC.
Registration Rights Agreement • October 1st, 2010 • Tib Financial Corp. • State commercial banks • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of September 30, 2010, by and between TIB Financial Corp., a Florida corporation (the “Company”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”).

— Shares TIB Financial Corp. Common Stock par value $0.10 per share Underwriting Agreement
Tib Financial Corp. • August 14th, 2009 • State commercial banks • New York

TIB Financial Corp., a Florida corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”; in the event that only a sole Underwriter is named on Schedule I hereto, then all references to “Underwriters” shall be deemed to mean and refer to such sole Underwriter, mutatis mutandis), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of the Common Stock, par value $0.10 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).

EMPLOYMENT AGREEMENT As Amended and Restated as of February 14, 2008
Employment Agreement • December 31st, 2008 • Tib Financial Corp. • State commercial banks • Florida

This Employment Agreement (the "Agreement") as initially entered into effective as of March 1, 2004 (“Anniversary Date”) by and between TIB Financial Corp. (the “Holding Company”), TIB Bank (the “Bank”), and Edward V. Lett (the “Executive”), is hereby amended and restated as of December 16, 2008 and effective February 14, 2008; as follows:

TIB FINANCIAL CORP. as Issuer INDENTURE Dated as of September 7, 2000
Tib Financial Corp. • March 31st, 2010 • State commercial banks • New York

THIS INDENTURE, dated as of September 7, 2000, between TIB Financial Corp., a Florida corporation (hereinafter sometimes called the "Company"), and State Street Bank and Trust Company of Connecticut, National Association, a national banking association organized under the laws of the United States of America, as debt securities trustee (hereinafter sometimes called the "Trustee"),

TIB FINANCIAL CORP., as Issuer INDENTURE Dated as of July 31, 2001 STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Trustee FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES DUE 2031
Tib Financial Corp. • March 31st, 2010 • State commercial banks • New York

THIS INDENTURE, dated as of July 31, 2001, between TIB Financial Corp., a Florida corporation (the "Company"), and State Street Bank and Trust Company of Connecticut, National Association, a national banking association organized under the laws of the United States of America, as debenture trustee (the "Trustee"),

WITNESSETH:
Employment Agreement • March 26th, 2004 • Tib Financial Corp • State commercial banks • Florida
EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2007 • Tib Financial Corp. • State commercial banks • Florida

This Employment Agreement (the “Agreement”) is made effective as of April 30, 2007, by and between TIB Financial Corp. (the “Holding Company”), The Bank of Venice (the “Bank”), and David F. Voigt (the “Executive”).

TIB BANK SALARY CONTINUATION AGREEMENT As Amended and Restated
Salary Continuation Agreement • December 31st, 2008 • Tib Financial Corp. • State commercial banks • Florida

This Salary Continuation Agreement (this “Agreement”) is adopted this 16th day of December, 2008, by and between TIB Bank, a state-chartered commercial bank located in Monroe County, Florida (the “Company”), and Stephen J. Gilhooly (the “Executive”).

INVESTMENT AGREEMENT dated as of June 29, 2010 among TIB FINANCIAL CORP., TIB BANK and NORTH AMERICAN FINANCIAL HOLDINGS, INC.
Investment Agreement • June 30th, 2010 • Tib Financial Corp. • State commercial banks • Delaware

INVESTMENT AGREEMENT, dated as of June 29, 2010 (this “Agreement”), among TIB Financial Corp., a corporation organized under the laws of the State of Florida (the “Company”), TIB Bank, a Florida corporation and a banking subsidiary of the Company (the “Bank”), and North American Financial Holdings, Inc., a Delaware corporation (“Purchaser”).

WITNESSETH:
Employment Agreement • March 26th, 2004 • Tib Financial Corp • State commercial banks • Florida
FIRST AMENDMENT TO TIB BANK OF THE KEYS SPLIT DOLLAR AGREEMENT
Keys Split Dollar Agreement • March 26th, 2004 • Tib Financial Corp • State commercial banks
AGREEMENT OF MERGER OF CAPITAL BANK WITH AND INTO NAFH National Bank
Agreement of Merger • July 7th, 2011 • Tib Financial Corp. • State commercial banks

THIS AGREEMENT OF MERGER, dated as of June 30, 2011 (this “Agreement”), is made and entered into between NAFH National Bank (“NAFH Bank”) and Capital Bank (“Capital Bank”).

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Signature Page to Registration Rights Agreement
Tib Financial Corp. • March 18th, 2008 • State commercial banks
TIB BANK SALARY CONTINUATION AGREEMENT As Amended and Restated
Continuation Agreement • December 31st, 2008 • Tib Financial Corp. • State commercial banks • Florida

THIS AGREEMENT is made this 16th day of December, 2008, by and between TIB BANK, a Florida banking corporation located in Key Largo, Florida (the “Company”) and Alma R. Shuckhart (the “Executive”).

BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
Sale and Assignment And • March 14th, 2006 • Tib Financial Corp. • State commercial banks

FOR VALUE RECEIVED, the receipt, sufficiency and adequacy of which hereby are acknowledged, TIB BANK, a bank chartered under the laws of the State of Florida (the "Bank"), hereby does sell, transfer, assign, bargain, convey, deliver, abandon, and set over unto NOVA INFORMATION SYSTEMS, INC., a Georgia corporation ("NOVA"), its successors and assigns, all of the Bank's right, title, and interest in and to all properties, assets, and rights identified as the "Assets Sold" in Section 1.1 of the Merchant Asset Purchase Agreement dated as of December ___, 2005, by and among the Bank, TIB Financial Corp. and NOVA (the "Merchant Asset Purchase Agreement"), which is incorporated herein by this reference.

TIB FINANCIAL CORP. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 11th, 2008 • Tib Financial Corp. • State commercial banks • Florida

THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 7, 2008 (the “Agreement”), is made by and among TIB Financial Corp. (the “Company”) and the persons listed on the attached Schedule A to this Agreement.

FIRST AMENDMENT TO TIB BANK OF THE KEYS DIRECTOR DEFERRED FEE AGREEMENT
Fee Agreement • March 26th, 2004 • Tib Financial Corp • State commercial banks
EMPLOYMENT AGREEMENT
Employment Agreement • May 28th, 2009 • Tib Financial Corp. • State commercial banks • Florida

This Employment Agreement (the “Agreement”) is made effective as of May 27, 2009, by and between TIB Financial Corp. (the “Holding Company”), TIB Bank (the “Bank”), and Thomas J. Longe (the “Executive”).

INVESTMENT RIGHT AND EXPENSE REIMBURSEMENT AGREEMENT
Investment Right and Expense Reimbursement Agreement • June 11th, 2010 • Tib Financial Corp. • State commercial banks • Florida

This INVESTMENT RIGHT AND EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of June 7, 2010, by and among TIB Financial Corp., a Florida corporation (the “Company”), TIB Bank, a Florida state chartered non-member bank and a wholly owned subsidiary of the Company (the “Bank”), and Resource Financial Institutions Group, Inc. (“RFIG”).

SECOND AMENDMENT TO THE TIB BANK OF THE KEYS SALARY CONTINUATION AGREEMENT
Continuation Agreement • March 12th, 2007 • Tib Financial Corp. • State commercial banks

THIS SECOND AMENDMENT executed on this ________ day of __________________, 2006, by and between the TIB BANK OF THE KEYS, a Florida banking corporation located in Key Largo, Florida (the “Company”), and __________________ (the “Executive”).

NON-COMPETITION AGREEMENT
Non-Competition Agreement • March 14th, 2006 • Tib Financial Corp. • State commercial banks • Georgia

THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made, entered into and effective as of this 29th day of December, 2005 by and among TIB BANK, a bank chartered under the laws of the State of Florida (the “Bank”), TIB FINANCIAL CORP., a Florida corporation and the sole shareholder of the Bank (“Parent”), and NOVA INFORMATION SYSTEMS, INC., a Georgia corporation (“NOVA”).

TIB FINANCIAL CORP. as Issuer INDENTURE Dated as of June 23, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION As Trustee JUNIOR SUBORDINATED DEBT SECURITIES Due July 7, 2036
Indenture • March 31st, 2010 • Tib Financial Corp. • State commercial banks • New York

THIS INDENTURE, dated as of June 23, 2006, between TIB Financial Corp., a financial holding company incorporated in Florida (hereinafter sometimes called the "Company"), and Wells Fargo Bank, National Association, a national banking association with its principal place of business in the State of Delaware, as trustee (hereinafter sometimes called the "Trustee").

Contract
This Agreement • June 11th, 2010 • Tib Financial Corp. • State commercial banks • Florida

This AGREEMENT (this “Agreement”), dated as of June 7, 2010, by and among TIB Financial Corp., a Florida corporation (the “Company”), TIB Bank, a Florida state chartered non-member bank and a wholly owned subsidiary of the Company (the “Bank”), Marty E. Adams (“Adams”), Kevin Thompson (“Thompson”) and John Loeber (“Loeber” and together with Adams and Thompson, “Management”).

Form of Letter Agreement
Form of Letter Agreement • December 5th, 2008 • Tib Financial Corp. • State commercial banks
TIB BANK DIRECTOR DEFERRED FEE AGREEMENT As Amended and Restated
Director Deferred Fee Agreement • December 19th, 2008 • Tib Financial Corp. • State commercial banks • Florida

THIS AGREEMENT is made this _______ day of ________________, 2008, by and between TIB BANK, a Florida banking corporation located in Key Largo, Florida (the “Company”), and ________________ (the “Director”).

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