Ohio Legacy Corp Sample Contracts

Ohio Legacy Corp – BRANCH Office Purchase and Assumption Agreement by and among First National Bank, National Association and NBOH Properties, LLC and Premier Bank & Trust, National Association Dated as of the 1st day of February, 2013 (April 1st, 2013)

This Branch Office Purchase and Assumption Agreement (this "Agreement") is made and entered into this 1st day of February, 2013, by and among Premier Bank & Trust, N.A., a national banking association with its principal office at 6141 Whipple Avenue, N.W., North Canton, Ohio 44720 ("BUYER"), First National Bank, N.A., a national banking association with its principal office located at 112 West Market Street, Orrville, Ohio 44667 (“FNB”), and NBOH Properties, LLC, an Ohio limited liability company, with its principal office located at 112 West Market Street, Orrville, Ohio 44667 (“NBOH” and collectively with FNB, "SELLERS"; each of NBOH and FNB, a “SELLER”). Certain terms used but not otherwise defined herein shall have the meanings given such terms in Section 10.7 hereof.

Ohio Legacy Corp – PRESS RELEASE (February 4th, 2013)

North Canton and Orrville, Ohio, February 4, 2013- (OTC Bulletin Board: OLCB) (OTC Bulletin Board: NBOH) – Rick Hull, President and CEO of Premier Bank & Trust (“Premier”), and Mark Witmer, President and CEO of First National Bank (“First National”), announced today that Premier has entered into a definitive agreement with First National to acquire certain assets and assume certain liabilities of First National’s Fairlawn, Ohio office.

Ohio Legacy Corp – PRESS RELEASE For Release 9/10/2011 Contact: Rick Hull, President/CEO Premier Bank & Trust PREMIER BANK & TRUST GETS GOOD NEWS FROM BANK REGULATORY AGENCY (September 9th, 2011)

NORTH CANTON OHIO – September 9, 2011- Premier Bank & Trust, headquartered in North Canton, Ohio was advised today that The Office of the Comptroller of the Currency (the “OCC”) has removed a regulatory consent order placed on the bank in 2009, when it was known as Ohio Legacy Bank. This action comes 18 months after the appointment of a new management team and the recapitalization of the bank.

Ohio Legacy Corp – OFFICE PURCHASE AND ASSUMPTION AGREEMENT by and between Premier Bank & Trust, National Association and The Commercial and Savings Bank of Millersburg, Ohio Entered into as of the 23rd day of June, 2011 (August 12th, 2011)

This Office Purchase and Assumption Agreement (this "Agreement"), is made and entered into as of this 23rd day of June, 2011, by and between The Commercial and Savings Bank of Millersburg, Ohio, an Ohio banking corporation with its principal office at 91 North Clay Street, Millersburg, Ohio ("BUYER") and Premier Bank & Trust, National Association, a national banking association with its principal office located at 2375 Benden Drive, Suite C, Wooster, Ohio ("SELLER").

Ohio Legacy Corp – The Commercial and Savings Bank Announces Agreement to Acquire Wooster Branches of Premier Bank & Trust (June 24th, 2011)

MILLERSBURG AND NORTH CANTON, Ohio, June 24, 2011 (OTC Bulletin Board: CSBB) (NASDAQ: OLCB) - Eddie Steiner, Chairman of The Commercial and Savings Bank (“CSB”), and Rick Hull, President and CEO of Premier Bank & Trust (“Premier”), today announced that CSB has entered into a definitive agreement with Premier to acquire certain assets and assume certain liabilities of Premier’s Wooster branches.

Ohio Legacy Corp – OHIO LEGACY CORP. 2010 EQUITY AND CASH INCENTIVE PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT (July 15th, 2010)

Ohio Legacy Corp. (the “Company”) hereby grants the undersigned Participant an Incentive Stock Option (“Option”) to purchase Shares, subject to the terms and conditions described in the Ohio Legacy Corp. 2010 Equity and Cash Incentive Plan (the “Plan”) and this Incentive Stock Option Award Agreement (this “Award Agreement”). The Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. If for any reason the Option does not qualify as an incentive stock option, then, to the extent it does not so qualify, the option will be treated as a Nonqualified Stock Option.

Ohio Legacy Corp – OHIO LEGACY CORP. 2010 EQUITY AND CASH INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT (July 15th, 2010)

Ohio Legacy Corp. (the “Company”) hereby grants the undersigned Participant a Nonqualified Stock Option (“Option”) to purchase Shares, subject to the terms and conditions described in the Ohio Legacy Corp. 2010 Equity and Cash Incentive Plan (the “Plan”) and this Nonqualified Stock Option Award Agreement (this “Award Agreement”). The Option is not intended to qualify as an “incentive stock option” under Section 422 of the Code.

Ohio Legacy Corp – OHIO LEGACY CORP. 2010 EQUITY AND CASH INCENTIVE PLAN (May 20th, 2010)

The purpose of the Plan is to promote the Company’s long-term financial success and increase shareholder value by motivating performance through incentive compensation. The Plan also is intended to encourage Participants to acquire ownership interests in the Company, attract and retain talented employees, directors and consultants and enable Participants to participate in the Company’s long-term growth and financial success.

Ohio Legacy Corp – PRESS RELEASE For Immediate Release Contact: Alicia Freeman, Marketing Manager Ohio Legacy Bank (April 16th, 2010)

North Canton, Ohio – April 9, 2010 – Ohio Legacy Bank, a community bank with offices in Wooster, Canton and North Canton, Ohio is adopting a new name. On Monday, April 12, the bank will open its doors as Premier Bank & Trust.

Ohio Legacy Corp – TERMINATION AGREEMENT (March 31st, 2010)

THIS AGREEMENT OF TERMINATION OF EMPLOYMENT AGREEMENT (this “Agreement”) is made to be effective as of the 19th day of February, 2010, by and between Ohio Legacy Corp., an Ohio corporation (“OLC”), and Vanessa Richards, an individual resident of the State of Ohio (the “Executive”).

Ohio Legacy Corp – STOCK OPTION AND WARRANT CANCELLATION AND SURRENDER AGREEMENT (March 31st, 2010)

THIS STOCK OPTION AND WARRANT CANCELLATION AND SURRENDER AGREEMENT (this “Agreement”) is made to be effective as of the 19th day of February, 2010, by and between Ohio Legacy Corp., an Ohio corporation (“OLC”), and _______________, an individual resident of the State of __________ (the “Optionee”).

Ohio Legacy Corp – TERMINATION AGREEMENT (March 31st, 2010)

THIS AGREEMENT OF TERMINATION OF EMPLOYMENT AGREEMENT (this “Agreement”) is made to be effective as of the 19th day of February, 2010, by and between Ohio Legacy Corp., an Ohio corporation (“OLC”), and D. Michael Kramer, an individual resident of the State of Ohio (the “Executive”).

Ohio Legacy Corp – TERMINATION AGREEMENT (March 31st, 2010)

THIS AGREEMENT OF TERMINATION OF EMPLOYMENT AGREEMENT (this “Agreement”) is made to be effective as of the 19th day of February, 2010, by and between Ohio Legacy Corp., an Ohio corporation (“OLC”), and Gregory A. Spradlin, an individual resident of the State of Ohio (the “Executive”).

Ohio Legacy Corp – PRESS RELEASE FOR IMMEDIATE RELEASE-Saturday, February 20 Contact: Rick L. Hull President and Chief Executive Officer Ohio Legacy Bank Email: rick.hull@ohiolegacybank.com Phone: (330) 853-7590 (February 22nd, 2010)

WOOSTER, Ohio – February 20, 2010 – Wilbur Roat, the Chairman of the Boards of Directors of Ohio Legacy Corp, an Ohio corporation and registered bank holding company (“OLC”), and Ohio Legacy Bank, a national bank and the wholly owned subsidiary of OLC, announced that on Friday, February 19, the previously announced $17.5 million capital infusion in OLC and Ohio Legacy Bank closed, effective as of 11:59 p.m. on that day. Excel Bancorp, LLC was lead investor in the capital infusion, and was joined by other local investors. Excel Bancorp, led by Bruce A. Cassidy, Sr., its managing member, has obtained majority ownership of OLC. The application of Excel Bancorp to register as a bank holding company was approved on February 12, 2010, by the Federal Reserve Bank of Cleveland.

Ohio Legacy Corp – CHANGE IN CONTROL AGREEMENT (April 3rd, 2009)

This is an Agreement (the “Agreement”) made by and between OHIO LEGACY BANK. (“Company”), and Vanessa Richards (“Executive”), collectively “The Parties”, effective this day the 4th of February 2009 and replaces and supersedes any all agreements between the parties.

Ohio Legacy Corp – FIRST ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT (November 14th, 2008)

THIS FIRST ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT (“Addendum”) is entered into effective as of September 30, 2008, by and between JMC MARKETING, LTD, an Ohio limited liability company (“Company”), and OHIO LEGACY BANK, N.A., national bank organized under the federal laws of the United States (“Bank”) with reference to the following facts:

Ohio Legacy Corp – OHIO LEGACY CORP LOAN PROCESSING AGREEMENT (November 14th, 2008)

THIS LOAN PROCESSING AGREEMENT is made and entered into this 28th day in the month of April for the year 2008, by and between OHIO LEGACY BANK, a U.S. company hereinafter referred to as “OLB” and Midwest Mortgage Processing, LLC hereinafter referred to as “MMP”.

Ohio Legacy Corp – OHIO LEGACY CORP ADMINISTRATIVE SERVICES AGREEMENT (November 14th, 2008)

THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is entered into effective as of April 28 2008, by and between JMC MARKETING LTD, an Ohio limited liability company (“Company”), and OHIO LEGACY BANK, N.A., national bank organized under the federal laws of the United States (“Bank”).

Ohio Legacy Corp – CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY [*] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LOAN PROCESSING AGREEMENT (May 15th, 2008)

THIS LOAN PROCESSING AGREEMENT is made and entered into this 28th day in the month of April for the year 2008, by and between OHIO LEGACY BANK, a U.S. company hereinafter referred to as “OLB” and Midwest Mortgage Processing, LLC hereinafter referred to as “MMP”.

Ohio Legacy Corp – GUARANTY (May 15th, 2008)

Guaranty made this 28th day of April, 2008, by JAMES A. HINKLE, an individual, CHELDON ROSE, an individual, and MICHAEL PRALL, an individual (collectively, “Guarantors”) jointly and severally, to OHIO LEGACY BANK, N.A., national bank organized under the federal laws of the United States (“Bank”) as an inducement to Bank to enter into a certain Administrative Services Agreement of even date herewith by and between Bank and JMC MARKETING, LTD, as an inducement to Bank to enter into a certain Loan Processing Agreement of even date herewith by and between Bank and MIDWEST MORTGAGE PROCESSING, LLC (JMC Markeing, LTD and Midwest Mortgage Processing, LLC referred to as the “Related Parties”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, covenant and agree as follows:

Ohio Legacy Corp – CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT, AND SUCH CONFIDENTIAL PORTIONS IDENTIFIED BY [ * ] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ADMINISTRATIVE SERVICES AGREEMENT (May 15th, 2008)

THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is entered into effective as of April 28 2008, by and between JMC MARKETING LTD, an Ohio limited liability company (“Company”), and OHIO LEGACY BANK, N.A., national bank organized under the federal laws of the United States (“Bank”).

Ohio Legacy Corp – CHANGE IN CONTROL AGREEMENT (April 7th, 2008)
Ohio Legacy Corp – CHANGE IN CONTROL AGREEMENT (April 7th, 2008)

NOW, THEREFORE, in consideration of the premises and of their mutual covenants expressed in this Agreement, the parties hereto make the following agreement, intended to be legally bound thereby:

Ohio Legacy Corp – CHANGE IN CONTROL AGREEMENT (April 7th, 2008)

NOW, THEREFORE, in consideration of the premises and of their mutual covenants expressed in this Agreement, the parties hereto make the following agreement, intended to be legally bound thereby:

Ohio Legacy Corp – PURCHASE AND ASSUMPTION AGREEMENT (August 14th, 2007)

This PURCHASE AND ASSUMPTION AGREEMENT (the “Agreement”) is made to be effective as of the sixth day of June, 2007, between Ohio Legacy Bank N.A., a national banking association having its principal office in Wooster, Ohio (the “Seller”), and The First Knox- National Bank of Mount Vernon, a national banking association having its principal office in Mount Vernon, Ohio (the “Purchaser”):

Ohio Legacy Corp – Joint Press Release Contact: Contact (Ohio Legacy): Michael Kramer, President and CEO, 330-263-1955 Contacts (First-Knox): Jesse Marlow, Vice President, Business Development and Sales 740-399-5319 First-Knox and Ohio Legacy Announce Agreement for Sale of Millersburg, Ohio Office (June 8th, 2007)

Ohio Legacy Corp. (NASDAQ: OLCB) and First-Knox National Bank, an affiliate of Park National Corporation (NASDAQ: PRK) announced today that they have entered into a definitive agreement to sell the Millersburg banking office of Ohio Legacy to First-Knox. In the transaction, First-Knox, headquartered in Mount Vernon, will assume substantially all of the deposit liabilities and buy related assets, including loans of the Ohio Legacy location.

Ohio Legacy Corp – OHIO LEGACY CORP ANNOUNCES FOURTH QUARTER AND FULL YEAR RESULTS (February 5th, 2007)

Wooster, Ohio — Ohio Legacy Corp (NASDAQ: OLCB) today reported net loss for the three months ended December 31, 2006, of $87,000 or $.04 per share compared to a net loss of $44,000 or $0.02 per share, during the fourth quarter of 2005. Net earnings totaled $87,000 for the full year or $.04 per share.

Ohio Legacy Corp – OHIO LEGACY CORP ANNOUNCES THIRD QUARTER RESULTS (November 1st, 2006)

Wooster, Ohio, November 1, 2006 — Ohio Legacy Corp (NASDAQ: OLCB), parent company of Ohio Legacy Bank, N.A., today reported net earnings for the three months ended September 30, 2006, of $22,000 or $0.01 per share, compared to $140,000 or $0.06 per share, during the third quarter of 2005. Net earnings for the first nine months of 2006 totaled $174,000 or $0.08 per share, compared to $406,000 or $0.19 per share for the same period in 2005. Assets totaled $226.7 million at September 30, 2006 compared to $206.6 million at September 30, 2005.

Ohio Legacy Corp – OHIO LEGACY CORP ANNOUNCES SECOND QUARTER RESULTS (July 27th, 2006)

Wooster, Ohio, July 27, 2006 — Ohio Legacy Corp (NASDAQ: OLCB), parent company of Ohio Legacy Bank, N.A., today reported net earnings for the three months ended June 30, 2006, of $35,000, or $0.02 per share, compared to $151,000, or $0.07 per share, during the second quarter of 2005. Earnings before federal income tax expense decreased to $59,000 during the second quarter of 2006 from $228,000 in 2005. Net earnings for the first half of 2006 totaled $152,000, or $0.07 per share. Assets grew to a total of $223.7 million at June 30, 2006.

Ohio Legacy Corp – OHIO LEGACY CORP ANNOUNCES FIRST QUARTER RESULTS (April 25th, 2006)

Wooster, Ohio, April 24, 2006 – Ohio Legacy Corp (NASDAQ: OLCB) today reported net earnings for the three months ended March 31, 2006, of $117,000, or $0.05 per share, compared to $115,000 or $0.05 per share, a 1.7% increase over the same period a year ago. Total assets grew to $213,120,000 an increase of 6.3% over the same period a year ago and a 2.5% increase over the fourth quarter of 2005.

Ohio Legacy Corp – OHIO LEGACY CORP ANNOUNCES FOURTH QUARTER AND FULL YEAR RESULTS (February 14th, 2006)

Wooster, Ohio, February 13, 2006 – Ohio Legacy Corp (NASDAQ: OLCB) today reported net earnings for the three months ended December 31, 2005, of ($44,000) or ($0.02) per share, compared to $425,000, or $0.19 per share, during the fourth quarter of 2004. Net earnings totaled $362,000 for the full year, or $0.16 per share. Earnings declined due to three primary factors; increases in noninterest expense, an income tax benefit in the fourth quarter of 2004 did not reoccur in 2005, and an increase in the provision for loan losses.

Ohio Legacy Corp – EMPLOYMENT AND CONSULTING AGREEMENT (August 4th, 2005)

THIS AGREEMENT is effective as of January 1, 2006, by and between L. Dwight Douce, hereinafter referred to as “Douce,” and Ohio Legacy Bank, NA, a national bank with its principal place of business in Wooster, Ohio, hereinafter referred to as the “Bank.”

Ohio Legacy Corp – OHIO LEGACY CORP ANNOUNCES SECOND QUARTER RESULTS (August 3rd, 2005)

Wooster, Ohio, August 1, 2005 — Ohio Legacy Corp (NASDAQ: OLCB), parent company of Ohio Legacy Bank, N.A., today reported net earnings for the three months ended June 30, 2005, of $151,000, or $0.07 per share, compared to $226,000, or $0.10 per share, during the second quarter of 2004. Earnings before federal income tax expense increased to $228,000 during the second quarter of 2005 from $226,000 in 2004. The Company did not recognize federal income tax expense in 2004 due to a valuation allowance on its deferred tax assets. Net earnings for the first half of 2005 totaled $226,000, or $0.12 per share. Assets totaled $202.0 million at June 30, 2005.

Ohio Legacy Corp – Ohio Legacy Corp Announces Redemption of Stock Purchase Warrants (June 9th, 2005)

Exhibit 99.1 Ohio Legacy Corp Announces Redemption of Stock Purchase Warrants WOOSTER, Ohio--(BUSINESS WIRE)--June 9, 2005--Ohio Legacy Corp (NASDAQ:OLCB) announced that it has called for redemption of the common stock purchase warrants that were issued in connection with the Company's initial public offering in October 2000 (the "IPO Warrants"). In accordance with the terms of the IPO Warrants, the Company is notifying holders that it has set August 6, 2005, as the "Redemption Date." Warrant holders have until August 5, 2005, to exercise their right to purchase the Company's common stock underlying the IPO Warrants at a price of $10.00 per share. All outstanding IPO Warrants will terminate at 5:00 p.m., New York Time, on August 5, 2005. The IPO warrants will be redeemed by the Company on the Redemption Date at a redemption price of $0.10 (ten cents) per IPO Warrant. As of June 6, 2005, there were 17

Ohio Legacy Corp – EMPLOYMENT AGREEMENT (May 26th, 2005)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 24th day of May, 2005, by and among Ohio Legacy Corp, an Ohio corporation (the “Bancorp”), Ohio Legacy Bank,(“Bank”) a national banking association (Bancorp and Bank collectively the “Company”) and Robert E. Boss (the “Executive”) and shall become effective on May 24, 2005 (the “Effective Date”).