RECITALSExecutive Employment Agreement • March 15th, 2004 • Texas Capital Bancshares Inc/Tx • State commercial banks • Texas
ARTICLE II POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEEGuarantee Agreement • June 12th, 2003 • Texas Capital Bancshares Inc/Tx • State commercial banks • New York
TEXAS CAPITAL BANCSHARES, INC. (a Delaware corporation) 12,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share ofUnderwriting Agreement • February 26th, 2021 • Texas Capital Bancshares Inc/Tx • State commercial banks • New York
Texas Capital Bancshares, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), (i) with respect to the sale by the Company and the purchase by the Underwriters of the 12,000,000 depositary shares (the “Initial Securities”), each representing a 1/40th ownership interest in a share of its 5.75% Fixed Rate Non-Cumulative Perpetual
10,000,000 Floating Rate Capital Securities (Liquidation Amount $1,000.00 per Trust Preferred Security)Texas Capital Bancshares Inc/Tx • December 4th, 2002 • State commercial banks • Georgia
ARTICLE I CALL OPTIONShareholder Agreement • August 24th, 2000 • Texas Capital Bancshares Inc/Tx • State commercial banks • Texas
ii) Incorporated Documents. The documents of the Company filed with the Securities and Exchange Commission (the "Commission") in accordance with the Securities Exchange Act of 1934, as amended (the "1934 Act"), from and including the commencement of...Texas Capital Bancshares Inc/Tx • June 12th, 2003 • State commercial banks • New York
EXHIBIT 10.3Executive Employment Agreement • December 23rd, 2004 • Texas Capital Bancshares Inc/Tx • State commercial banks • Texas
AGREEMENT AND PLAN TO CONSOLIDATE TEXAS CAPITAL BANK WITH AND INTO RESOURCE BANK, N.A. UNDER THE CHARTER OF RESOURCE BANK, N.A. AND UNDER THE TITLE OF "TEXAS CAPITAL BANK, N.A."Agreement and Plan • August 24th, 2000 • Texas Capital Bancshares Inc/Tx • State commercial banks • Texas
GUARANTEE AGREEMENT by and between TEXAS CAPITAL BANCSHARES, INC. and WILMINGTON TRUST COMPANY Dated as of April 28, 2006Guarantee Agreement • May 3rd, 2006 • Texas Capital Bancshares Inc/Tx • State commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of April 28, 2006, is executed and delivered by Texas Capital Bancshares, Inc., a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Texas Capital Statutory Trust IV, a Delaware statutory trust (the “Issuer”).
JUNIOR SUBORDINATED INDENTURE between TEXAS CAPITAL BANCSHARES, INC. and WILMINGTON TRUST COMPANY, as TrusteeJunior Subordinated Indenture • October 5th, 2006 • Texas Capital Bancshares Inc/Tx • State commercial banks • New York
Junior Subordinated Indenture, dated as of September 29, 2006, between Texas Capital Bancshares, Inc., a Delaware corporation (the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
758,086 Warrants Texas Capital Bancshares, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2010 • Texas Capital Bancshares Inc/Tx • State commercial banks • New York
The United States Department of the Treasury (the “Selling Security Holder”) proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of up to 758,086 warrants (the “Warrants”) of Texas Capital Bancshares, Inc., a Delaware corporation (the “Company”), representing the right to purchase an aggregate of up to that same number of shares (the “Warrant Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”). The respective maximum amounts of the Warrants to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
DECLARATION OF TRUST OF Texas Capital Statutory Trust IITexas Capital Bancshares Inc/Tx • June 12th, 2003 • State commercial banks
TEXAS CAPITAL BANCSHARES, INC. as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee Indenture Dated as of September 21, 2012 Subordinated Debt SecuritiesTexas Capital Bancshares Inc/Tx • September 21st, 2012 • State commercial banks
INDENTURE dated as of September 21, 2012, between Texas Capital Bancshares, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
PERFORMANCE AWARD AGREEMENT UNDER THE TEXAS CAPITAL BANCSHARES, INC.Performance Award Agreement • February 9th, 2022 • Texas Capital Bancshares Inc/Tx • State commercial banks
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 21st, 2014 • Texas Capital Bancshares Inc/Tx • State commercial banks • Texas
This Executive Employment Agreement (this “Agreement”) is entered into on , 20 by and between Texas Capital Bancshares, Inc. (the “Company”), which is the holding company of Texas Capital Bank, N.A. (“TCB”), and (“Executive”). In consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:
DEPOSIT AGREEMENT among TEXAS CAPITAL BANCSHARES, INC. as Issuer and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly, AS DEPOSITARY and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated March 3, 2021Deposit Agreement • March 3rd, 2021 • Texas Capital Bancshares Inc/Tx • State commercial banks • New York
DEPOSIT AGREEMENT, dated March 3, 2021, among (i) TEXAS CAPITAL BANCSHARES, INC., a Delaware corporation; (ii) COMPUTERSHARE, INC., a Delaware corporation, and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and (iii) the Record Holders from time to time of the Receipts described in this Deposit Agreement.
RECITALSOfficer Indemnity Agreement • December 23rd, 2004 • Texas Capital Bancshares Inc/Tx • State commercial banks • Delaware
GUARANTEE AGREEMENT between TEXAS CAPITAL BANCSHARES, INC., As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of September 29, 2006 TEXAS CAPITAL STATUTORY TRUST VGuarantee Agreement • October 5th, 2006 • Texas Capital Bancshares Inc/Tx • State commercial banks • New York
Guarantee Agreement, dated as of September 29, 2006, executed and delivered by Texas Capital Bancshares, Inc., a Delaware corporation (the “Guarantor”) having its principal office at 2100 McKinney Avenue, Suite 900, Dallas, Texas 75201, and Wilmington Trust Company, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Texas Capital Statutory Trust V, a Delaware statutory trust (the “Issuer”).
AGREEMENT AND PLAN OF MERGER by and between TEXAS CAPITAL BANCSHARES, INC. and INDEPENDENT BANK GROUP, INC. Dated as of December 9, 2019Agreement and Plan of Merger • December 13th, 2019 • Texas Capital Bancshares Inc/Tx • State commercial banks • Texas
AGREEMENT AND PLAN OF MERGER, dated as of December 9, 2019 (this “Agreement”), by and between Texas Capital Bancshares, Inc., a Delaware corporation (“TCBI”), and Independent Bank Group, Inc., a Texas corporation (“IBTX”).
RECITALSIndemnity Agreement • August 9th, 2002 • Texas Capital Bancshares Inc/Tx • State commercial banks • Delaware
TEXAS CAPITAL BANCSHARES, INC. (a Delaware corporation) 4,000,000 Shares of Common Stock ($0.01 Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2009 • Texas Capital Bancshares Inc/Tx • State commercial banks • New York
Texas Capital Bancshares, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC (the “Underwriter”), (i) with respect to the sale by the Company and the purchase by the Underwriter of 4,000,000 number of shares of common stock, $0.01 par value per share (“Common Stock”) of the Company as set forth in Schedule I hereto and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 600,000 additional shares of Common Stock to cover overallotments, if any. The aforesaid 4,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 600,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.”
AWARD AGREEMENT UNDER THE TEXAS CAPITAL BANCSHARES, INC.Award Agreement • April 20th, 2023 • Texas Capital Bancshares Inc/Tx • State commercial banks
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 23rd, 2014 • Texas Capital Bancshares Inc/Tx • State commercial banks • Texas
This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into on , 2014 by and between Texas Capital Bancshares, Inc. (“TCBI”), which is the holding company of Texas Capital Bank, N.A. (“TCB”) (TCBI and TCB shall be collectively referred to herein as the “Company”), and [ ] (“Executive”). The Company and Executive are referred to in this Agreement as the “Parties.” This Agreement amends and restates in its entirety the Executive Employment Agreement entered into on [ ] by and between the Company and Executive (the “Prior Agreement”). In consideration of the mutual covenants and promises contained in this Agreement, the Parties agree as follows:
PERFORMANCE AWARD AGREEMENT UNDER THE TEXAS CAPITAL BANCSHARES, INC.Performance Award Agreement • January 3rd, 2014 • Texas Capital Bancshares Inc/Tx • State commercial banks • Texas
AMENDED AND RESTATED TRUST AGREEMENT among TEXAS CAPITAL BANCSHARES, INC., as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees...Trust Agreement • October 5th, 2006 • Texas Capital Bancshares Inc/Tx • State commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 29, 2006, among (i) Texas Capital Bancshares, Inc., a Delaware corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Joseph M. Grant, an individual and Peter Bartholow, each of whose address is c/o Texas Capital Bancshares, Inc., 2100 McKinney Avenue, Suite 900, Dallas, Texas 75201, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
WARRANT AGREEMENT Dated as of March 11, 2010 between TEXAS CAPITAL BANCSHARES, INC. and COMPUTERSHARE TRUST COMPANY, N.A. And COMPUTERSHARE, INC. as Warrant Agent Warrants for Common StockWarrant Agreement • March 11th, 2010 • Texas Capital Bancshares Inc/Tx • State commercial banks • New York
WARRANT AGREEMENT dated as of March 11, 2010 (this “Agreement”), between Texas Capital Bancshares, Inc. (the “Company”), Computershare, Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (together with Computershare, the “Warrant Agent”).
UNDERWRITING AGREEMENTTexas Capital Bancshares Inc/Tx • October 2nd, 2002 • State commercial banks • New York
TEXAS CAPITAL BANCSHARES, INC. COMMON STOCK ($0.01 PAR VALUE PER SHARE) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • January 27th, 2010 • Texas Capital Bancshares Inc/Tx • State commercial banks • New York
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 27th, 2023 • Texas Capital Bancshares Inc/Tx • State commercial banks • Texas
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of January 23, 2023, and is entered into by and between Robert C. Holmes (“Executive”), and Texas Capital Bancshares, Inc. (“TCBI”), which is the holding company of Texas Capital Bank (“TCB”) (TCBI and TCB collectively, the “Company”). The Company and Executive shall each be referred to herein individually as a “Party” and collectively as the “Parties.”
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • May 26th, 2020 • Texas Capital Bancshares Inc/Tx • State commercial banks
MUTUAL TERMINATION AGREEMENT (this “Agreement”), dated as of May 22, 2020, by and between Texas Capital Bancshares, Inc., a Delaware corporation (“TCBI”), and Independent Bank Group, Inc., a Texas corporation (“IBTX”).
ContractTexas Capital Bancshares Inc/Tx • September 21st, 2012 • State commercial banks
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EXHIBIT 3.2 DECLARATION OF TRUST This DECLARATION OF TRUST is made this 12th day of November, 2002 (this "Declaration of Trust"), by and among (i) Texas Capital Bancshares, Inc., a Texas corporation (the "Sponsor"), (ii) State Street Bank and Trust...Texas Capital Bancshares Inc/Tx • December 4th, 2002 • State commercial banks
CHAIRMAN EMERITUS AND CONSULTING AGREEMENTChairman Emeritus and Consulting Agreement • May 2nd, 2008 • Texas Capital Bancshares Inc/Tx • State commercial banks • Texas
This Chairman Emeritus and Consulting Agreement (the “Agreement”) is made and entered into as of April 8, 2008 (the “Effective Date”) by and between Texas Capital Bancshares, Inc., which is the holding company of Texas Capital Bank, N.A. (collectively, the “Company” or “TCB”), and Joseph M. Grant (“Executive”). TCB and Executive are referred to in this Agreement as the “Parties”.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 1st, 2017 • Texas Capital Bancshares Inc/Tx • State commercial banks • Texas
This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into on May 30, 2017 by and between Texas Capital Bancshares, Inc. (“TCBI”), which is the holding company of Texas Capital Bank, N.A. (“TCB”) (TCBI and TCB shall be collectively referred to herein as the “Company”), and Julie Anderson (“Executive”). The Company and Executive are referred to in this Agreement as the “Parties.” This Agreement amends and restates in its entirety the Executive Employment Agreement entered into on May 5, 2006 by and between the Company and Executive (the “Prior Agreement”). In consideration of the mutual covenants and promises contained in this Agreement, the Parties agree as follows:
1 EXHIBIT 10.2 TEXAS CAPITAL BANCSHARES, INC. DEFERRED COMPENSATION AGREEMENT THIS AGREEMENT made this 1st day of January, 1999 by and between Texas Capital Bancshares, Inc., a Delaware corporation ("Bancshares"), and Joseph M. Grant (the "Employee")....Deferred Compensation Agreement • August 24th, 2000 • Texas Capital Bancshares Inc/Tx • State commercial banks
