Suncoast Bancorp Inc Sample Contracts

Suncoast Bancorp Inc – EMPLOYMENT AGREEMENT (May 15th, 2006)

This EMPLOYMENT AGREEMENT (the “Agreement”) is hereby entered into as of the 16th day of March, 2006 (the “Effective Date”), between SunCoast Bank, a Florida state-chartered bank (“SunCoast”) (and Cadence Bank, N.A. (“Cadence”) to the extent it is the surviving entity in the Merger described below) (SunCoast and Cadence, as the surviving entity of the contemplated Merger, collectively and as applicable, the “Bank”) and William F. Gnerre (the “Employee”).

Suncoast Bancorp Inc – EMPLOYMENT AGREEMENT (May 15th, 2006)

This EMPLOYMENT AGREEMENT (the “Agreement”) is hereby entered into as of the 16th day of March, 2006 (the “Effective Date”), between SunCoast Bank, a Florida state-chartered bank (“SunCoast”) (and Cadence Bank, N.A. (“Cadence”) to the extent it is the surviving entity in the Merger described below) (SunCoast and Cadence, as the surviving entity of the contemplated Merger, collectively and as applicable, the “Bank”) and John S. Wilks (the “Employee”).

Suncoast Bancorp Inc – NBC CAPITAL CORPORATION SIGNS DEFINITIVE AGREEMENT TO ACQUIRE SUNCOAST BANCORP, INC. OF SARASOTA, FL (March 17th, 2006)

STARKVILLE, Miss. — (March 16, 2006) — NBC Capital Corporation (“NBC”) (AMEX: NBY), the parent company of Cadence Bank, N.A., announced today that it signed a definitive agreement to acquire SunCoast Bancorp, Inc., (OTCBB: SUNB) the holding company for SunCoast Bank, a commercial bank operating two financial centers in Sarasota County, Florida and one in Manatee County, Florida. The acquisition is valued at approximately $34.8 million and is based on a purchase price of $20.50 per share of SunCoast Common stock, of which 45% will be paid in cash and 55% will be paid in shares of NBC’s Common Stock. The boards of directors of both NBC and SunCoast have approved the acquisition, which is subject to regulatory and SunCoast shareholder approval and is expected to close early in the third quarter of 2006.

Suncoast Bancorp Inc – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN NBC CAPITAL CORPORATION AND SUNCOAST BANCORP, INC. DATED AS OF MARCH 16, 2006 (March 17th, 2006)

This AGREEMENT AND PLAN OF MERGER (as amended, supplemented or otherwise modified from time to time, this “Agreement”), executed this 16th day of March 2006 by and between NBC CAPITAL CORPORATION, a Mississippi corporation (“NBC”), and SUNCOAST BANCORP, INC., a Florida corporation (“SunCoast”).

Suncoast Bancorp Inc – AGREEMENT made as of the 30th day of August in the year 2005 (in words, indicate day, month and year) This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is not intended for use in competitive bidding. AIA Document A201-1997, General Conditions of the Contract for Construction, is adopted in this document by reference. This document has been approved and endorsed by The Associated General Contractors of America. ©1997 AIA® AIA DOCUMENT A111-1997 OWNER-CONTRACTOR AGREEMENT The American Institut (September 12th, 2005)

Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution.

Suncoast Bancorp Inc – LEASE (March 30th, 2005)

THIS LEASE, made on the 25th day of January, 2001 by MCM UNIVERSITY PLAZA, INC. d/b/a MCM PLAZA, whose address is 2 First National Plaza, 20 South Clark Street, 3rd Floor, Chicago, Illinois 60603 (“Landlord”) and SunCoast National Bank (“Tenant”).

Suncoast Bancorp Inc – SUNCOAST BANCORP, INC. FORM OF EMPLOYEE STOCK OPTION AGREEMENT (March 30th, 2005)

THIS AGREEMENT (hereinafter “Agreement”) is made effective the day of , , by and between Suncoast Bancorp, Inc., a Florida corporation having offices at Sarasota, Florida (hereinafter “Company”), and currently serving as an officer or employee of the Company and/or Suncoast Bank (the “Bank”) (hereinafter “Optionee”).

Suncoast Bancorp Inc – SUNCOAST BANCORP, INC. FORM OF DIRECTOR STOCK OPTION AGREEMENT (March 30th, 2005)

THIS AGREEMENT (hereinafter “Agreement”) is made effective the day of , , by and between Suncoast Bancorp, Inc., a Florida corporation having offices at Sarasota, Florida (hereinafter “Company”), and currently serving as a director of the Company and/or Suncoast Bank (the “Bank”) (hereinafter “Optionee”).

Suncoast Bancorp Inc – EMPLOYMENT AGREEMENT (March 21st, 2005)

This Employment Agreement (the “Agreement”) is made as of this 15th day of March 2005, by and between SunCoast Bank (the “Bank”) and William F. Gnerre (the “Executive”).

Suncoast Bancorp Inc – EMPLOYMENT AGREEMENT (March 21st, 2005)

This Employment Agreement (the “Agreement”) is made as of this 15th day of March 2005, by and between SunCoast Bank (the “Bank”) and John S. Wilks (the “Executive”).

Suncoast Bancorp Inc – AMENDMENT NO. 1 TO SUNCOAST BANCORP, INC. OFFICERS’ AND EMPLOYEES’ STOCK OPTION PLAN (August 12th, 2004)

THIS AMENDMENT NO. 1 TO THE SUNCOAST BANCORP, INC. OFFICERS’ AND EMPLOYEES’ STOCK OPTION PLAN (the “Amendment”) is made effective as of the 11th day of May, 2004.

Suncoast Bancorp Inc – EMPLOYEE STOCK OPTION PLAN (January 7th, 1999)

1 EXHIBIT 10.4 SUNCOAST BANCORP, INC. EMPLOYEE STOCK OPTION PLAN ARTICLE I Definitions As used herein, the following terms have the meanings hereinafter set forth unless the context clearly indicates to the contrary: (a) "Board" or "Board of Directors" shall mean the board of directors of the Company. (b) "Change of Control" shall mean (i) the acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the then outstanding voting securities of the Company entitled to

Suncoast Bancorp Inc – DIRECTOR STOCK OPTION PLAN (January 7th, 1999)

1 EXHIBIT 10.3 SUNCOAST BANCORP, INC. DIRECTOR STOCK OPTION PLAN ARTICLE I Definitions As used herein, the following terms have the meanings hereinafter set forth unless the context clearly indicates to the contrary: (a) "Board" or "Board of Directors" shall mean the board of directors of the Company. (b) "Change of Control" shall mean (i) the acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the then outstanding voting securities of the Company entitle

Suncoast Bancorp Inc – EMPLOYMENT AGREEMENT (January 7th, 1999)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this _____ day of ___________, 1999, by and between Suncoast National Bank (the "Bank"), and William F. Gnerre (the "Executive"). WITNESSETH: WHEREAS, the Bank desires to retain the services of and employ the Executive, and the Executive desires to provide services to the Bank, pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the promises and of the covenants and agreements herein contained, the Bank and the Executive covenant and agree as follows: 1. Employment. Pursuant to the terms and conditions of this Agreement, the Bank agrees to employ the Executive and the Executive agrees to render services to the Bank as set forth herein. 2. Position and Duties. During t

Suncoast Bancorp Inc – EMPLOYMENT AGREEMENT (January 7th, 1999)

1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this _____ day of ___________, 1999, by and between Suncoast Bancorp, Inc. (the "Company"), Suncoast National Bank (the "Bank"), and John T. Stafford (the "Executive"). WITNESSETH: WHEREAS, the Bank desires to retain the services of and employ the Executive, and the Executive desires to provide services to the Bank, pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the promises and of the covenants and agreements herein contained, the Bank and the Executive covenant and agree as follows: 1. Employment. Pursuant to the terms and conditions of this Agreement, the Bank agrees to employ the Executive and the Executive agrees to render services to the Bank as set forth herein.

Suncoast Bancorp Inc – LEASE AGREEMENT (January 7th, 1999)

1 EXHIBIT 10.5 LEASE AGREEMENT LESSOR: PALMER MEDICAL CENTER, LTD. 921 South Beneva Road Sarasota, FL 34232 LESSEE: ____________ BANK (TO BE FORMED). W I T N E S S E T H: In consideration of the mutual promises, covenants and conditions herein contained, and rents to be paid by Lessee, and Lessee hereby leases from Lessor, certain Premises in the office and complex located on Potter Park Drive, Sarasota, Florida, commonly known as Palmer Medical Center, for the term, at the rentals and upon the terms and conditions hereinafter set forth: 1. PREMISES. The Premises leased hereunder are located at 8522 Potter Park Drive, Sarasota, Florida 34238, and consist of approximately 4,000 square feet (hereinafter referred to as the "Premises"). Lessor hereby leases, lets and demises the Premises unto Lessee, and