Prosperity Bancshares Inc Sample Contracts

Exhibit 2.1 STOCK PURCHASE AGREEMENT by and between PROSPERITY BANCSHARES, INC.,
Stock Purchase Agreement • May 15th, 2002 • Prosperity Bancshares Inc • State commercial banks • Texas
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Exhibit 4.3 ----------- _________________________________________________ GUARANTEE AGREEMENT by and between PROSPERITY BANCSHARES, INC.
Guarantee Agreement • November 13th, 2001 • Prosperity Bancshares Inc • State commercial banks • New York
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AMENDED AND RESTATED DECLARATION OF TRUST
Prosperity Bancshares Inc • November 13th, 2001 • State commercial banks • Connecticut
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EXHIBIT 1 PROSPERITY BANCSHARES, INC. (a Texas corporation) 1,716,783 Shares of Common Stock PURCHASE AGREEMENT Dated: November ____, 1998 TABLE OF CONTENTS
Purchase Agreement • October 30th, 1998 • Prosperity Bancshares Inc • State commercial banks • New York
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PROSPERITY BANCSHARES, INC. Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES
Indenture • December 21st, 2016 • Prosperity Bancshares Inc • State commercial banks • New York

INDENTURE dated as of , between PROSPERITY BANCSHARES, INC., a Texas corporation (the “Company”), having its principal office at Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027, and Wilmington Trust, National Association, a national banking association, as Trustee (the “Trustee”), having its Corporate Trust Office at 1100 North Market Street, Wilmington, Delaware 19890.

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PROSPERITY BANCSHARES, INC., as Issuer INDENTURE
Indenture • November 13th, 2001 • Prosperity Bancshares Inc • State commercial banks • New York
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WITNESSETH:
Employment Agreement • September 11th, 1998 • Prosperity Bancshares Inc • Texas
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EXHIBIT 10.4 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PROSPERITY BANCSHARES, INC., FIRST PROSPERITY BANK
Agreement and Plan of Reorganization • September 11th, 1998 • Prosperity Bancshares Inc • Texas
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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 20th, 2019 • Prosperity Bancshares Inc • State commercial banks • Texas

This EMPLOYMENT AGREEMENT (the “Agreement”) is made the 16th day of June, 2019, by and among PROSPERITY BANK, a Texas banking association having a principal place of business at 1301 North Mechanic Street, El Campo, Texas 77437 (“Employer”), LEGACYTEXAS BANK, a Texas banking association having a principal place of business at 5851 Legacy Circle, Suite 1200, Plano, Texas 75024 (the “Bank”) and Kevin J. Hanigan, an individual who resides in the State of Texas (“Employee”).

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1 EXHIBIT 4.5 AMENDMENT 1 TO THE ADOPTION AGREEMENT FOR CUSTOM BENEFIT SERVICES OF HOUSTON, INC. STANDARDIZED 401(k) PROFIT SHARING PLAN AND TRUST This amendment is made this first day of September, 1999 by Prosperity Bancshares, Inc., a Texas...
Prosperity Bancshares Inc • December 17th, 1999 • State commercial banks
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2009 • Prosperity Bancshares Inc • State commercial banks • Texas

This Second Amended and Restated Employment Agreement (“Agreement”), dated as of January 1, 1998 (the “Effective Date”), previously amended and restated on January 18, 2005, and further amended and restated to be effective January 1, 2009, is by and among Prosperity Bancshares, Inc., a Texas corporation (the “Company”), Prosperity Bank (formerly known as First Prosperity Bank), a Texas banking association and wholly owned subsidiary of the Company (the “Bank” and together with the Company, the “Employer”), and David Zalman, an individual residing in El Campo, Wharton County, Texas (the “Employee”). This Agreement amends and restates the Employment Agreement dated as of January 1, 1998 by and between the Bank and Employee (the “Original Agreement”).

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AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN PROSPERITY BANCSHARES, INC. AND LEGACYTEXAS FINANCIAL GROUP, INC. Dated as of June 16, 2019
Agreement and Plan of Reorganization • June 17th, 2019 • Prosperity Bancshares Inc • State commercial banks • Texas

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made and entered into as of the 16th day of June, 2019, by and between Prosperity Bancshares, Inc., a Texas corporation and registered financial holding company with its principal offices in Houston, Texas (“Prosperity”), and LegacyTexas Financial Group, Inc., a Maryland corporation and registered bank holding company with its principal offices in Plano, Texas (“Legacy”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2009 • Prosperity Bancshares Inc • State commercial banks • Texas

This Amended and Restated Employment Agreement (“Agreement”), dated as of August 10, 2006 (the “Effective Date”), and amended and restated to be effective January 1, 2009, is by and among Prosperity Bancshares, Inc., a Texas corporation (the “Company”), Prosperity Bank, a Texas banking association (the “Bank”), and David Hollaway, an individual residing in Sugar Land, Fort Bend County, Texas (the “Employee”). The Company and the Bank are collectively referred to herein as “Prosperity.” This Agreement amends and restates the Employment Agreement dated as of August 10, 2006 by and among the Company, the Bank and Employee (the “Original Agreement”).

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NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT
Non-Competition, Non-Solicitation • February 2nd, 2007 • Prosperity Bancshares Inc • State commercial banks • Texas

THIS NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Agreement”), which is effective as of January 31, 2007 (the “Effective Date”), is by and among L. Don Stricklin, an individual who resides in La Grange, Texas (the “Undersigned”), Texas United Bancshares, Inc., a Texas corporation (the “Company”), and Prosperity Bancshares, Inc., a Texas corporation (“Prosperity Bancshares”). Prosperity Bancshares and Prosperity Bank, a Texas banking association are collectively referred to herein as “Prosperity.”

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EMPLOYMENT AGREEMENT
Employment Agreement • August 15th, 2006 • Prosperity Bancshares Inc • State commercial banks • Texas

This Employment Agreement (“Agreement”), dated as of August 10, 2006 (the “Effective Date”) is by and among Prosperity Bancshares, Inc., a Texas corporation (the “Company”), Prosperity Bank, a Texas banking association (the “Bank”), and David Hollaway, an individual residing in El Campo, Wharton County, Texas (the “Employee”). The Company and the Bank are collectively referred to herein as “Prosperity.”

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 24th, 2005 • Prosperity Bancshares Inc • State commercial banks • Texas

This Amended and Restated Employment Agreement (the “Agreement”) dated as of February 23, 2001 and amended and restated on January 18, 2005 is by and between Prosperity Bank (formerly known as First Prosperity Bank), a Texas banking association (the “Bank”), and H. E. Timanus, Jr., an individual residing in Houston, Harris County, Texas (the “Employee”), effective as of February 23, 2001 (the “Effective Date”). This Agreement amends and restates the Employment Agreement dated as of February 23, 2001 by and between the Bank and Employee (the “Original Agreement”).

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • July 3rd, 2007 • Prosperity Bancshares Inc • State commercial banks • Texas

FIRST AMENDMENT, dated as of June 27, 2007 (the “Amendment”), to the AGREEMENT AND PLAN OF REORGANIZATION, dated as of May 1, 2007 (the “Agreement”), by and among Prosperity Bancshares, Inc. (“Prosperity”), a Texas corporation and financial holding company pursuant to the Gramm-Leach Bliley Act and bank holding company registered under the Bank Holding Company Act of 1956, as amended, Prosperity Bank (“Prosperity Bank”), a Texas banking association and wholly owned subsidiary of Prosperity, and The Bank of Navasota, N.A. (the “Bank”), a national banking association.

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NON-DISCLOSURE AND NON-SOLICITATION agREEMENT
Non-Disclosure and Non-Solicitation Agreement • August 7th, 2015 • Prosperity Bancshares Inc • State commercial banks • Texas

This Non-Disclosure and Non-Solicitation Agreement (the “Agreement”) is made this 15th day of May, 2015 (the “Effective Date”) between Prosperity Bank, a Texas banking association having a principal place of business at 1301 North Mechanic Street, El Campo, Texas 77437, hereinafter referred to as "Employer," and Edward Safady, hereinafter referred to as "Employee."

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EMPLOYMENT AGREEMENT
Employment Agreement • January 30th, 2006 • Prosperity Bancshares Inc • State commercial banks • Texas

This AGREEMENT is made the 19th day of January, 2006 between PROSPERITY BANK a Texas banking association, (referred to as the “EMPLOYER”) having a principal place of business at 1301 North Mechanic Street, El Campo, TX 77437, hereinafter referred to as “Employer,” and HARVEY E. ZINN who resides at 2307 Country Club Boulevard, Sugar Land, Texas, 77478 hereinafter referred to as “Employee” (the “Agreement”).

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DIRECTOR SUPPORT AGREEMENT
Director Support Agreement • June 20th, 2019 • Prosperity Bancshares Inc • State commercial banks • Texas

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of June 16, 2019, is made and entered into by and among Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), LegacyTexas Financial Group, Inc., a Maryland corporation (the “Company”), LegacyTexas Bank, a Texas banking association (“Legacy Bank”), and [●], an individual residing in the State of Texas (the “Undersigned”).

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BY AND AMONG
Agreement and Plan • May 15th, 2002 • Prosperity Bancshares Inc • State commercial banks • Texas
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PROSPERITY BANCSHARES, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 20th, 2014 • Prosperity Bancshares Inc • State commercial banks • Texas

Restricted Stock Agreement made effective the [—] day of [—], 20[—] (“Date of Grant”), between Prosperity Bancshares, Inc., a Texas corporation (the “Company”), and [—] (“Director”).

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SERVICES AND SUPPORT AGREEMENT
Services and Support Agreement • April 6th, 2006 • Prosperity Bancshares Inc • State commercial banks • Texas

THIS SERVICES AND SUPPORT AGREEMENT (the “Support Agreement”) is made as of March 31, 2006, by and between SNB Bancshares, Inc., a Texas corporation (the “Corporation”), and Harvey E. Zinn, an individual residing in Sugar Land, Fort Bend County, Texas (the “Executive”), and provides as follows:

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION RELATING TO THE MERGER WITH LEGACYTEXAS FINANCIAL GROUP, INC.
Prosperity • January 17th, 2020 • Prosperity Bancshares Inc • State commercial banks

On November 1, 2019, pursuant to the Agreement and Plan of Reorganization, dated as of June 16, 2019 (the “Merger Agreement”), by and between LegacyTexas Financial Group, Inc., a Maryland corporation (“LegacyTexas”), and Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), LegacyTexas merged with and into Prosperity (the “Merger”), with Prosperity as the surviving entity in the Merger. Immediately after the Merger, LegacyTexas’ wholly owned bank subsidiary, LegacyTexas Bank, merged with and into Prosperity’s wholly owned bank subsidiary, Prosperity Bank (the “Bank Merger”), with Prosperity Bank as the surviving entity in the Bank Merger.

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Executive Employment Agreement
Executive Employment Agreement • March 11th, 2021 • Prosperity Bancshares Inc • State commercial banks • Texas

This Executive Employment Agreement (the “Agreement”) is made and entered into by and among Prosperity Bancshares, Inc., a Texas corporation (“Bancshares”), Prosperity Bank (the “Bank”), a Texas banking association and wholly owned subsidiary of Bancshares, and Edward Z. Safady, an individual who resides in Texas (“Executive”). Bancshares and the Bank are collectively referred to herein as the “Company.”

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FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 24th, 2012 • Prosperity Bancshares Inc • State commercial banks • Texas

This First Amendment (the “Amendment”) to the Second Amended and Restated Employment Agreement by and among Prosperity Bancshares, Inc., a Texas corporation (the “Company”), Prosperity Bank, a Texas banking association (the “Bank”), and H. E. Timanus, Jr. (the “Employee”) effective as of January 1, 2009 (the “Employment Agreement”) is hereby entered into and effective as of February 22, 2012. This Amendment does not supersede, alter or otherwise change the terms of any other employment agreements or understandings, written or oral, between the Company and/or the Bank and the Employee, including the Employment Agreement, except as explicitly set forth below.

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AGREEMENT AND PLAN OF REORGANIZATION by and between PROSPERITY BANCSHARES, INC. and TEXAS UNITED BANCSHARES, INC. Dated as of July 18, 2006
Agreement and Plan of Reorganization • July 19th, 2006 • Prosperity Bancshares Inc • State commercial banks • Texas

This Agreement and Plan of Reorganization (“Agreement”) dated as of July 18, 2006 is by and between Prosperity Bancshares, Inc. (“Prosperity”), a Texas corporation and financial holding company pursuant to the Gramm-Leach Bliley Act (“GLB Act”) and bank holding company registered under the Bank Holding Company Act of 1956, as amended (“BHC Act”), and Texas United Bancshares, Inc. (the “Company”), a Texas corporation and financial holding company pursuant to the GLB Act and bank holding company registered under the BHC Act.

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AGREEMENT AND PLAN OF REORGANIZATION by and among PROSPERITY BANCSHARES, INC., PROSPERITY BANK and THE BANK OF NAVASOTA, N.A. Dated as of May 1, 2007
Agreement and Plan of Reorganization • May 4th, 2007 • Prosperity Bancshares Inc • State commercial banks • Texas

This Agreement and Plan of Reorganization ("Agreement") dated as of May 1, 2007 is by and among Prosperity Bancshares, Inc. ("Prosperity"), a Texas corporation and financial holding company pursuant to the Gramm-Leach Bliley Act ("GLB Act") and bank holding company registered under the Bank Holding Company Act of 1956, as amended ("BHC Act"), Prosperity Bank ("Prosperity Bank"), a Texas banking association and wholly owned subsidiary of Prosperity, and The Bank of Navasota, N.A. (the "Bank"), a national banking association located in Navasota, Texas.

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PURCHASE AND ASSUMPTION AGREEMENT ALL DEPOSIT AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, AS RECEIVER OF FRANKLIN BANK, S.S.B., HOUSTON, TEXAS FEDERAL DEPOSIT INSURANCE CORPORATION and PROSPERITY BANK, EL CAMPO, TEXAS DATED AS OF NOVEMBER 7, 2008
Purchase and Assumption Agreement • November 13th, 2008 • Prosperity Bancshares Inc • State commercial banks

THIS AGREEMENT, made and entered into as of November 7,2008, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, as RECEIVER of FRANKLIN BANK, S.S.B., Houston, Texas (the “Receiver”), PROSPERITY BANK, El Campo, Texas, organized under the laws of the State of Texas, and having its principal place of business in El Campo, Texas (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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EXHIBIT 2.1 ------------------------------------------------ AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN PROSPERITY BANCSHARES, INC.,
Agreement and Plan of Reorganization • August 11th, 1999 • Prosperity Bancshares Inc • State commercial banks • Texas
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STOCK OPTION AGREEMENT
Stock Option Agreement • February 2nd, 2007 • Prosperity Bancshares Inc • State commercial banks • Texas

THIS AGREEMENT (the “Agreement”) is made by and between Texas United Bancshares, Inc., a Texas corporation (the “Company”), and L. Steve Stapp, an officer of the Company or a subsidiary corporation of the Company (the “Optionee”) and shall be effective the 1st day of July, 1998 (the “Effective Date”).

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Third amended and restated EMPLOYMENT AGREEMENT
Employment Agreement • January 2nd, 2024 • Prosperity Bancshares Inc • State commercial banks • Texas

This Third Amended and Restated Employment Agreement ("Agreement"), dated as of January 1, 1998 (the "Effective Date"), previously amended and restated on January 18, 2005 and January 1, 2009, and further amended and restated to be effective December 29, 2023, is by and among Prosperity Bancshares, Inc., a Texas corporation (the "Company"), Prosperity Bank (formerly known as First Prosperity Bank), a Texas banking association and wholly owned subsidiary of the Company (the "Bank" and together with the Company, the "Employer"), and David Zalman, an individual residing in El Campo, Wharton County, Texas (the "Employee"). This Agreement amends and restates the Second Amended and Restated Employment Agreement dated as of January 1, 2009 by and between the Bank and Employee (the "Original Agreement").

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TERMINATION AGREEMENT
Termination Agreement • December 9th, 2005 • Prosperity Bancshares Inc • State commercial banks

This Termination Agreement (the “Termination Agreement”) is made and entered into effective as of December 8, 2005, by and among PROSPERITY BANK, a Texas banking association, and PROSPERITY BANCSHARES, INC., having principal places of business at 1301 North Mechanic Street, El Campo, Texas and Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027, respectively (collectively referred to as “Employers”), and D. MICHAEL HUNTER, who resides at 33 Curlew, Rockport, Texas (referred to as “Employee” or “Director”). Each of the Employers and Employee is a “Party” and, collectively, they are sometimes referred to herein as the “Parties.”

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AMENDED AND RESTATED EMPLOYMENT agREEMENT
Employment Agreement • November 7th, 2014 • Prosperity Bancshares Inc • State commercial banks • Texas

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made this the 20th day of October, 2014 between PROSPERITY BANK, a Texas banking association having a principal place of business at 1301 North Mechanic Street, El Campo, TX 77437, hereinafter referred to as "Employer," and W. R. Collier, who resides at 4608 17th Street, Lubbock, Texas, hereinafter referred to as "Employee" (the "Agreement"). This Agreement amends and restates the Employment Agreement dated as of February 26, 2012 by and between Employer and Employee (the “Original Agreement”).

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NON-COMPETITION AND CONFIDENTIALITY AGREEMENT
Non-Competition and Confidentiality Agreement • April 6th, 2006 • Prosperity Bancshares Inc • State commercial banks • Texas

THIS NON-COMPETITION AND CONFIDENTIALITY AGREEMENT (this “Agreement”) dated the 31st day of March, 2006, is executed by the undersigned party (the “Undersigned”) and delivered to Prosperity Bancshares, Inc., a Texas corporation (“Prosperity Bancshares”), and Prosperity Bank, a Texas banking association (the “Bank”). Prosperity Bancshares and the Bank are collectively referred to herein as “Prosperity.”

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