First Capital Bank Holding Corp Sample Contracts

First Capital Bank Holding Corp – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (May 24th, 2005)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), effective as of May 19, 2005, amends that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 6, 2005, by and between Coastal Banking Company, Inc., a South Carolina corporation (“Coastal”), and First Capital Bank Holding Corporation, a Florida corporation (“First Capital”).

First Capital Bank Holding Corp – EMPLOYMENT AGREEMENT (April 6th, 2005)

This Employment Agreement (the "Agreement") is entered into this 6th day of April, 2005 (the "Effective Date"), by and among Coastal Banking Company, Inc. (the "Company"), First National Bank of Nassau County, a national bank organized under the laws of the United States (the "Bank") (the Company and the Bank are collectively referred to herein as the "Employer"), and Michael G. Sanchez (the "Executive").

First Capital Bank Holding Corp – EMPLOYMENT AGREEMENT (April 6th, 2005)

This Employment Agreement (the "Agreement") is entered into this 6th day of April, 2005 (the "Effective Date"), by and among Coastal Banking Company, Inc. (the "Company"), First National Bank of Nassau County, a national bank organized under the laws of the United States (the "Bank") (the Company and the Bank are collectively referred to herein as the "Employer"), and Michael G. Sanchez (the "Executive").

First Capital Bank Holding Corp – Date First National Shareholder Address City, State Zip Code Dear Name of Shareholder: We are pleased to share the attached press release with you, announcing that we have reached a merger agreement with Coastal Banking Company, Inc. of Beaufort, South Carolina. Coastal is the holding company for Lowcountry National Bank, a community bank with an operational and growth strategy very much like that of First National. We are excited by the opportunity to expand our presence into South Carolina by partnering with a bank that is so similar to First National in its approach to the community banking (April 6th, 2005)

This is essentially a merger of equals that, with shareholder and regulatory approval, will give us combined assets of approximately $300 million and substantially increase the limits of our commercial loan activities. As a shareholder in First Capital Bank Holding Corporation, you will realize a tremendous benefit in the liquidity that will come with holding publicly traded shares in Coastal Banking Company, Inc.

First Capital Bank Holding Corp – News Release For Further Information Contact: Chip Stewart Cookerly Public Relations 404.816.2037 404.816.3037 chip@cookerly.com (April 6th, 2005)

Fernandina Beach, FL and Beaufort, SC (April 6, 2005)—First Capital Bank Holding Corporation, the parent company of First National Bank of Nassau County, and Coastal Banking Company, Inc., the parent company of Lowcountry National Bank, today announced that they had signed a definitive merger agreement. Pending approval by the respective shareholders and regulators, the merger would create a banking corporation with a coastal presence in South Carolina and Florida with total assets of approximately $300 million. This strategy is the first major step toward expanding banking operations in many of the population centers across a targeted geographic area east of I-95 from Florida to North Carolina.

First Capital Bank Holding Corp – AGREEMENT AND PLAN OF MERGER (April 6th, 2005)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of April 6, 2005, by and between Coastal Banking Company, Inc. ("Coastal"), a corporation organized and existing under the laws of the State of South Carolina, with its principal office located in Beaufort, South Carolina, and First Capital Bank Holding Corporation ("First Capital"), a corporation organized and existing under the laws of the State of Florida, with its principal office located in Fernandina Beach, Florida.

First Capital Bank Holding Corp – SALARY CONTINUATION AGREEMENT (March 31st, 2005)

This Salary Continuation Agreement (the “Agreement”) is made this 19th day of January 2005,  by and among First Capital Bank Holding Corporation, a Florida corporation (the “Company”), First National Bank of Nassau County, a national bank organized under the laws of the United States (the “Bank”) (the “Company and the Bank being referred to herein collectively as the “Employer”) and Timothy S. Ayers (the “Executive”).

First Capital Bank Holding Corp – SALARY CONTINUATION AGREEMENT (March 31st, 2005)

This Salary Continuation Agreement (the “Agreement”) is made this 19th day of January 2005, by and among First Capital Bank Holding Corporation, a Florida corporation (the “Company”), First National Bank of Nassau County, a national bank organized under the laws of the United States (the “Bank”) (the “Company and the Bank being referred to herein collectively as the “Employer”) and Leo Deas, III (the “Executive”).

First Capital Bank Holding Corp – FIRST CAPITAL HOLDING CORPORATION (Form of) PHANTOM STOCK APPRECIATION RIGHTS AGREEMENT (November 15th, 2004)

I, [     ], FIRST CAPITAL HOLDING CORPORATION, and FIRST NATIONAL BANK OF NASSAU COUNTY hereby agree for good and valuable consideration, the value of which is hereby acknowledged, that I shall participate in the Phantom Stock Appreciation Rights Plan (APlan”) established as of October 20, 2004, by FIRST CAPITAL HOLDING COMPANY, as such Plan may now exist or hereafter be modified; and do further agree to the terms and conditions thereof.

First Capital Bank Holding Corp – EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT FOR MICHAEL SANCHEZ FIRST NATIONAL BANK OF NASSAU COUNTY Fernandina Beach, Florida October 20, 2004 Financial Institution Consulting Corporation (November 15th, 2004)

This Executive Supplemental Retirement Income Agreement (the “Agreement”), effective as of the 20th day of October, 2004, formalizes the understanding by and between FIRST NATIONAL BANK OF NASSAU COUNTY (the “Bank”), a federally-chartered commercial bank having its principal place of business in Florida, and MICHAEL SANCHEZ (hereinafter referred to as “Executive”).

First Capital Bank Holding Corp – PHANTOM STOCK APPRECIATION RIGHTS PLAN FIRST CAPITAL HOLDING CORPORATION Fernandina Beach, Florida October 20, 2004 Financial Institution Consulting Corporation (November 15th, 2004)

This Phantom Stock Appreciation Rights Plan (the “Plan”), effective as of the 20th day of October, 2004, formalizes the understanding by and between FIRST CAPITAL BANK HOLDING CORPORATION (the “Holding Company”), a Florida corporation , FIRST NATIONAL BANK OF NASSAU COUNTY (the “Bank”), a federally-chartered commercial bank, and certain officers, hereinafter referred to as “Participant(s)”, who shall be selected and approved by the Bank to participate in this Plan by execution of a Phantom Stock Appreciation Rights Agreement (“Agreement”) in a form provided by the Bank and attached as Exhibit A hereto.

First Capital Bank Holding Corp – FOR IMMEDIATE RELEASE News Release For Further Information Contact: Tim Ayers, CFO Mike Sanchez, CEO First National Bank of Nassau County (904) 321-0400 (August 11th, 2004)

Fernandina Beach, FL (August 11, 2004) — First Capital Bank Holding Corporation, parent company of First National Bank of Nassau County, announced today that it had reached a new all time high of $133 million in total assets as of June 30, 2004, a 25% increase in just six months. First Capital held a total of $106 million in assets at the close of business December 31, 2003. In addition, during the same six-month period, First Capital’s portfolio loans grew by 44% from 2003 year-end figures to $133 million.

First Capital Bank Holding Corp – Transition Employment Agreement with William J. Kelley (March 29th, 2004)

This Transition Employment Agreement (the “Agreement”) is entered into this 16th day of January, 2004, by and among First Capital Bank Holding Corporation, a Florida corporation (the “Company”), First National Bank of Nassau County, a national bank organized under the laws of the United States (the “Bank”), and William J. Kelley (the “Executive”).

First Capital Bank Holding Corp – Transition Employment Agreement between the Company and Michael G. Sanchez dated May 21, 2003 (August 14th, 2003)

This Transition Employment Agreement (the “Agreement”) is entered into this 21st day of May, 2003, by and among First Capital Bank Holding Corporation, a Florida corporation (the “Company”), First National Bank of Nassau County, a national bank organized under the laws of the United States (the “Bank”) (the Company and the Bank are collectively referred to herein as the “Employer”), and Michael G. Sanchez (the “Executive”).

First Capital Bank Holding Corp – 1999 STOCK INCENTIVE PLAN (March 27th, 2000)
First Capital Bank Holding Corp – ESCROW AGREEMENT (March 18th, 1999)
First Capital Bank Holding Corp – EMPLOYMENT AGREEMENT (December 30th, 1998)
First Capital Bank Holding Corp – 1998 INCENTIVE STOCK OPTION PLAN (December 30th, 1998)
First Capital Bank Holding Corp – STOCK PURCHASE WARRANT (December 30th, 1998)