Voting Agreement (September 10th, 2013)
Each of the undersigned directors of Tower Financial Corporation ("TFC") hereby agrees in his or her individual capacity as a shareholder to vote his or her shares of TFC Common Stock that are registered in his or her personal name (and agrees to use his or her reasonable efforts to cause all additional shares of TFC Common Stock owned jointly by him or her with any other person or by his or her spouse or over which he or she has voting influence or control to be voted) in favor of the Agreement and Plan of Merger by and between Old National Bancorp and TFC, dated September 9, 2013 (the "Agreement"). In addition, each of the undersigned directors hereby agrees not to make any transfers of shares of TFC with the purpose of avoiding his or her agreements set forth in the preceding sentence and agrees to cause any transferee of such shares to abide by the terms of this Voting Agreement. Each of the undersigned is entering into this Voting Agreement solely in his or her capacity as an indi
Agreement and Plan of Merger (September 10th, 2013)
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated to be effective as of the 9th day of September, 2013, by and between OLD NATIONAL BANCORP, an Indiana corporation ("ONB"), and TOWER FINANCIAL CORPORATION, an Indiana corporation ("TFC").
Voting Agreement (September 10th, 2013)
Each of the undersigned directors of Tower Financial Corporation (TFC) hereby agrees in his or her individual capacity as a shareholder to vote his or her shares of TFC Common Stock that are registered in his or her personal name (and agrees to use his or her reasonable efforts to cause all additional shares of TFC Common Stock owned jointly by him or her with any other person or by his or her spouse or over which he or she has voting influence or control to be voted) in favor of the Agreement and Plan of Merger by and between Old National Bancorp and TFC, dated September 9, 2013 (the Agreement). In addition, each of the undersigned directors hereby agrees not to make any transfers of shares of TFC with the purpose of avoiding his or her agreements set forth in the preceding sentence and agrees to cause any transferee of such shares to abide by the terms of this Voting Agreement. Each of the undersigned is entering into this Voting Agreement solely in his or her capacity as an individu
Voting Agreement (September 10th, 2013)
Each of the undersigned directors of Tower Financial Corporation ("TFC") hereby agrees in his or her individual capacity as a shareholder to vote his or her shares of TFC Common Stock that are registered in his or her personal name (and agrees to use his or her reasonable efforts to cause all additional shares of TFC Common Stock owned jointly by him or her with any other person or by his or her spouse or over which he or she has voting influence or control to be voted) in favor of the Agreement and Plan of Merger by and between Old National Bancorp and TFC, dated September 9, 2013 (the "Agreement"). In addition, each of the undersigned directors hereby agrees not to make any transfers of shares of TFC with the purpose of avoiding his or her agreements set forth in the preceding sentence and agrees to cause any transferee of such shares to abide by the terms of this Voting Agreement. Each of the undersigned is entering into this Voting Agreement solely in his or her capacity as an indi
Ninth Amendment to Real Estate Lease (March 8th, 2013)
WHEREAS, the parties hereto entered into a Real Estate Lease dated January 1, 1999, amended on March 8, 1999, August 12, 1999, June 29, 2001, March 24, 2004, May 5, 2006, September 18, 2006, January 10, 2006, and January 10, 2010 currently covering approximately 49,257 usable square feet of premises commonly known as 116 East Berry Street, Suite 100, Fort Wayne, Indiana;
Employment Agreement (December 5th, 2012)
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 1st day of April, 2013, (the "Effective Date") by and between TOWER FINANCIAL CORPORATION, an Indiana corporation, and MICHAEL D. CAHILL (the "Executive").
Employment Agreement (December 5th, 2012)
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 1st day of April, 2013, (the "Effective Date") by and between TOWER FINANCIAL CORPORATION, an Indiana corporation, and RICHARD R. SAWYER (the "Executive").
Employment Agreement (October 10th, 2012)
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 9th day of October, 2012 (the "Effective Date") by and between TOWER BANK & TRUST COMPANY, an Indiana corporation, and WENDELL L. BONTRAGER (the "Executive").
Employment Agreement (August 20th, 2012)
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 20th day of August, 2012 (the "Effective Date") by and between TOWER BANK & TRUST COMPANY, an Indiana corporation, and TINA FARRINGTON (the "Executive").
Employment Agreement Extension (January 23rd, 2012)
THIS EMPLOYMENT AGREEMENT EXTENSION (the "Extension") is entered into as of the March 31, 2012 (the "Effective Date"), by and between Tower Financial Corporation, an Indiana corporation (the "Company") and Michael D. Cahill, a resident of Allen County, Indiana (the "Employee").
Employment Agreement Extension (January 23rd, 2012)
THIS EMPLOYMENT AGREEMENT EXTENSION (the "Extension") is entered into effective as of the December 31, 2011 (the "Effective Date"), by and between Tower Financial Corporation, an Indiana corporation (the "Company") and Richard R. Sawyer, a resident of Allen County, Indiana (the "Employee").
Employment Agreement Extension (September 15th, 2010)
THIS EMPLOYMENT AGREEMENT EXTENSION (the "Extension") is entered into as of the eighth day of September, 2010 (the "Effective Date"), by and between Tower Financial Corporation, an Indiana corporation (the "Company") and Michael D. Cahill, a resident of Allen County, Indiana (the "Employee").
Employment Agreement Extension (September 9th, 2010)
THIS EMPLOYMENT AGREEMENT EXTENSION (the "Extension") is entered into as of the eighth day of September, 2010 (the "Effective Date"), by and between Tower Financial Corporation, an Indiana corporation (the "Company") and Michael D. Cahill, a resident of Allen County, Indiana (the "Employee").
SUBSCRIPTION AGREEMENT for Common Shares, No Par Value (July 23rd, 2010)
THIS SUBSCRIPTION AGREEMENT as of July 19, 2010 (the "Agreement"), between Tower Financial Corporation, Inc., a corporation organized under the laws of the State of Indiana (the "Corporation"), and the Investor listed on the signature page hereof the ("Investor").
SUBSCRIPTION AGREEMENT for Common Shares, No Par Value (July 1st, 2010)
THIS SUBSCRIPTION AGREEMENT dated June ____, 2010 (the "Agreement"), between Tower Financial Corporation, Inc., a corporation organized under the laws of the State of Indiana (the "Corporation"), and the Investor listed on the signature page hereof the ("Investor").
United States of America Before the Board of Governors of the Federal Reserve System Washington, D.C. Indiana Department of Financial Institutions Indianapolis, Indiana (May 5th, 2010)
WHEREAS, in recognition of their common goal to maintain the financial soundness of Tower Financial Corporation ("TFC"), Fort Wayne, Indiana, a registered bank holding company, and its subsidiary bank, Tower Bank & Trust Company, Fort Wayne, Indiana (the "Bank"), a state chartered bank that is a member of the Federal Reserve System, TFC, the Bank, the Federal Reserve Bank of Chicago (the "Reserve Bank"), and the Indiana Department of Financial Institutions (the "Department") have mutually agreed to enter into this Written Agreement (the "Agreement") in connection with the report of examination of the Bank conducted by the Reserve Bank and the Department that commenced on September 28, 2009 based on financial statements as of June 30, 2009 (the "Report of Examination"); and
Second Amendment to Real Estate Lease (March 30th, 2010)
THIS AGREEMENT is entered into this 12th day of August, 1999, by and between TIPPMANN PROPERTIES, INC., agent for JOHN V. TIPPMANN, SR.,(hereinafter referred to as "Lessor"), and TOWER FINANCIAL CORPORATION (hereinafter referred to as "Lessee"), and WITNESSETH:
Agreement and Mutual Release (March 30th, 2010)
This Agreement and Mutual Release (the "Agreement"), by and between Donald F. Schenkel ("Employee") and Tower Financial Corporation ("Company") is intended to memorialize the agreed terms and conditions between the parties, in connection with Employee's retirement as an employee and officer of Tower and its subsidiaries.
Fourth Amendment to Real Estate Lease (March 30th, 2010)
THIS AGREEMENT is entered into this 24th day of March, 2004, by and between TIPPMANN PROPERTIES, INC., as agent for LAURENCE TIPPMANN FAMILY PARTNERSHIP, (hereinafter referred to as "Lessor"), and TOWER FINANCIAL CORPORATION (hereinafter referred to as "Lessee"), and WITNESSETH:
Fifth Amendment to Real Estate Lease (March 30th, 2010)
THIS AGREEMENT is entered into this 5th day of May, 2006, by and between TIPPMANN PROPERTIES, INC., as agent for LAURENCE TIPPMANN, SR. FAMILY PARTNERSHIP (hereinafter referred to as "Lessor"), and TOWER FINANCIAL CORPORATION (hereinafter referred to as "Lessee"), and WITNESSETH:
Eighth Amendment to Real Estate Lease (March 30th, 2010)
Third Amendment to Real Estate Lease (March 30th, 2010)
THIS AGREEMENT is entered into this 29th day of June, 2001, by and between TIPPMANN PROPERTIES, INC., as agent for LAURENCE TIPPMANN, SR. FAMILY PARTNERSHIP (hereinafter referred to as "Lessor"), and TOWER FINANCIAL CORPORATION (hereinafter referred to as "Lessee"), and WITNESSETH:
Employment Agreement (March 30th, 2010)
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 25th day of April, 2002 (the "Effective Date") by and between TOWER BANK & TRUST COMPANY, an Indiana corporation (the "Company"), and JAMES E. UNDERWOOD (the "Executive").
Sixth Amendment to Real Estate Lease (March 30th, 2010)
THIS AGREEMENT is entered into this 18th day of September, 2006, by and between TIPPMANN PROPERTIES, INC., as agent for LAURENCE TIPPMANN, SR. FAMILY PARTNERSHIP(hereinafter referred to as "Lessor"), and TOWER FINANCIAL CORPORATION(hereinafter referred to as "Lessee"), and WITNESSETH:
First Amendment to Real Estate Lease (March 30th, 2010)
THIS AGREEMENT is entered into this 8th day of March, 1999, by and between TIPPMANN PROPERTIES, INC., agent for JOHN V. TIPPMANN, SR., (hereinafter referred to as "Lessor"), and TOWER FINANCIAL CORPORATION (hereinafter referred to as "Lessee"), and WITNESSETH:
AMENDED AND RESTATED DECLARATION OF TRUST OF TOWER CAPITAL TRUST 3 Dated as of December 29, 2006 (March 30th, 2010)
AMENDED AND RESTATED DECLARATION OF TRUST (as amended or supplemented from time to time in accordance with the terms hereof, this "Declaration"), dated and effective as of December 29, 2006, by the Trustees (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and the holders from time to time of undivided beneficial interests in the assets of the Trust (as defined herein) to be issued pursuant to this Declaration.
Seventh Amendment to Real Estate Lease (March 30th, 2010)
THIS AGREEMENT is entered into this 10th day of January, 2007, by and between TIPPMANN PROPERTIES, INC., as agent for LAURENCE TIPPMANN, SR. FAMILY PARTNERSHIP(hereinafter referred to as "Lessor"), and TOWER FINANCIAL CORPORATION(hereinafter referred to as "Lessee"), and WITNESSETH:
Employment Agreement (November 25th, 2009)
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 23th day of November, 2009, by and between TOWER FINANCIAL CORPORATION, an Indiana corporation (the "Company") and MICHAEL D. CAHILL, a resident of Allen County, Indiana (the "Employee") and supersedes and replaces all prior employment agreements between the parties, or any amendments thereto.
Restated Articles of Amendment (September 28th, 2009)
This Restated Amendment is intended to supersede and replace in entirety the Articles of Amendment to the Restated Articles of Incorporation of Tower Financial Corporation filed on September 14, 2009.
Employment Agreement (September 21st, 2009)
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 18th day of September, 2009, by and between Tower Financial Corporation, an Indiana corporation (the "Company") and RICHARD R. SAWYER, a resident of Allen County, Indiana (the "Employee").
Revised and Restated Tower Financial Corporation Supplemental Executive Retirement Plan (July 28th, 2008)
Tower Financial Corporation (sometimes referred to as the "Company") hereby amends and restates its Supplemental Executive Retirement Plan ("Plan") in its entirety, effective as of July 1, 2008 (which Plan was originally effective as of January 1, 2002 and which Plan was subsequently amended, including a prior restatement effective as of January 1, 2005). The Plan is an unfunded, non-qualified plan for the payment of deferred compensation to Donald F. Schenkel, in recognition of his substantial contributions to the operation of Tower Financial Corporation and Affiliates and provides him with additional incentives to enhance Tower Financial Corporation and its programs.
Amendment to Employment Agreement (July 28th, 2008)
This Amendment (the "Amendment") to Employment Agreement effective November 1, 2005 (the "Employment Agreement") is entered into this 22nd day of July, 2008, by and between Tower Financial Corporation, an Indiana corporation (the "Company") and Donald F. Schenkel, a resident of Allen County, Indiana (the "Employee"). Capitalized terms, unless otherwise defined herein, shall have the same meaning as set forth in the Employment Agreement.
Employment Agreement Extension (April 23rd, 2008)
THIS EMPLOYMENT AGREEMENT EXTENSION (the "Extension") is entered into as of the 17th day of April, 2008 (the "Effective Date"), by and between Tower Financial Corporation, an Indiana corporation (the "Company") and Michael D. Cahill, a resident of Allen County, Indiana (the "Employee").
Employment Agreement (March 21st, 2007)
the Term will in fact expire as of the end of the Term, as specified herein, but the Employee will be entitled to the severance benefits set forth in either Section 6(e) (if Section 3(b)(i) or Section 3(b)(ii) applies) or Section 6(f) (if Section 3(b)(iii) applies).
Tower Financial Corporation 2006 Equity Incentive Plan (March 21st, 2007)