Integrity Bancshares Inc Sample Contracts

Integrity Bancshares Inc – AMENDED AND RESTATED BYLAWS OF INTEGRITY BANCSHARES, INC. (December 5th, 2007)
Integrity Bancshares Inc – Integrity Bancshares, Inc. Announces Termination of Steven M. Skow as President and CEO; Appointment of Harold A. “Kelly” Klem as Interim President and CEO; and Receipt of NASDAQ Notice of Non-Compliance (August 21st, 2007)

Alpharetta, Georgia — August 21, 2007 — The Board of Directors of Integrity Bancshares, Inc. (Nasdaq: ITYC) announced today the termination of Steven M. Skow as President and Chief Executive Officer; the appointment of Harold A. “Kelly” Klem as interim President and Chief Executive Officer; and the receipt of a NASDAQ Notice of Non-Compliance stating that the company’s common stock is subject to delisting. Further information is provided below.

Integrity Bancshares Inc – AMENDMENT NO. 3 TO INTEGRITY BANCSHARES, INC. 2003 STOCK OPTION PLAN (March 15th, 2007)

WHEREAS, Integrity Bancshares, Inc. (the “Company”) has adopted a 2003 Stock Option Plan (the “Plan”) which, as amended to date (and adjusted for stock splits), currently authorizes 1,650,000 shares of the Company’s common stock upon the exercise of options issued under the Plan;

Integrity Bancshares Inc – AMENDMENT NO. 2 TO INTEGRITY BANCSHARES, INC. 2003 STOCK OPTION PLAN (March 30th, 2005)

WHEREAS, Integrity Bancshares, Inc. (the “Company”) has adopted a 2003 Stock Option Plan (the “Plan”) that, as provided by Amendment No. 1 to the Plan, authorizes and reserves for issuance 550,000 shares of the Company’s common stock upon the exercise of options issued under the Plan;

Integrity Bancshares Inc – AMENDMENT NO. 1 TO INTEGRITY BANCSHARES, INC. 2003 STOCK OPTION PLAN (March 30th, 2005)

WHEREAS, Integrity Bancshares, Inc. (the “Company”) has adopted a 2003 Stock Option Plan (the “Plan”) that originally authorized and reserved for issuance 300,000 shares of the Company’s common stock upon the exercise of options issued under the Plan;

Integrity Bancshares Inc – AMENDMENT NO. 1 TO INTEGRITY BANCSHARES, INC. 2003 STOCK OPTION PLAN (November 15th, 2004)

WHEREAS, Integrity Bancshares, Inc. (the “Company”) has adopted a 2003 Stock Option Plan (the “Plan”) that originally authorized and reserved for issuance 300,000 shares of the Company’s common stock upon the exercise of options issued under the Plan;

Integrity Bancshares Inc – 2003 STOCK OPTION PLAN (August 29th, 2003)

EXHIBIT 10.5 INTEGRITY BANCSHARES, INC. 2003 STOCK OPTION PLAN 53 1. DEFINITIONS a. "Company" - INTEGRITY BANCSHARES, INC. b. "Code" - Internal Revenue Code of 1986, as amended. c. "Committee" - the Compensation Committee of the Board. d. "Common Stock" - common voting stock of the Company. e. "Board" - voting members of the Board of Directors of the Company. f. "Incentive Stock Option or ISO" - an option granted under the Plan which constitutes an "incentive stock option" within the meaning of Section 422 of the Code. g. "Non-Qualified Stock Option or NQSO" - an option granted under the Plan which does not qualify as an ISO. h. "Option" - right to purchase shares of Common Stock which may either be an ISO or a NQSO. i. "Option Agreement" - formal agreement for each

Integrity Bancshares Inc – EMPLOYMENT AGREEMENT (August 29th, 2003)

EXHIBIT 10.4 INTEGRITY BANK EMPLOYMENT AGREEMENT This agreement made and entered into this 23rd day of January, 2003, between the Integrity Bank, Alpharetta, Fulton County, Georgia, ("the Bank"), and Rita Gray, ("employee"); WHEREAS, the Bank is a state bank, regulated by the Georgia Department of Banking and Finance, insured by the Federal Deposit Insurance Corporation, located in Alpharetta, Georgia; and WHEREAS, the Bank wants to employ the employee as Senior Vice President - Chief Financial Officer of the Bank; and WHEREAS, the parties desire to enter into this agreement setting forth the terms and conditions of the employment relationship of the Bank, and the employee; NOW, THEREFORE, it is AGREED as follows: I. RELATIONSHIP ESTABLISHED AND DUTIES 1. The Bank hereby will employ the employee as Senior Vice President - Chief Financial

Integrity Bancshares Inc – 2003 DIRECTORS STOCK OPTION PLAN (August 29th, 2003)

Exhibit 10.6 INTEGRITY BANCSHARES, INC. 2003 DIRECTORS STOCK OPTION PLAN 1. DEFINITIONS a. "Affiliate" - used to indicate a relationship to a specified person, firm, corporation, partnership, association or entity, and shall mean any person, firm, corporation, partnership, association or entity that, directly or indirectly or through one or more intermediaries, controls, is controlled by or is under common control with such person, firm, corporation, partnership, association or entity. b. "Bank" - Integrity Bank. c. "Board" - the Board of Directors of the Corporation. d. "Code" - the Internal Revenue Code of 1986, as amended. e. "Committee" - the Compensation Committee of the Board or a committee named specifically by the Board to administer this Plan. f. "Common Stock" - the common voting stock of the Corporation.

Integrity Bancshares Inc – EMPLOYMENT AGREEMENT (August 29th, 2003)

EXHIBIT 10.1 INTEGRITY BANK AND INTEGRITY BANCSHARES, INC. EMPLOYMENT AGREEMENT This agreement made and entered into this 23rd day of January, 2003, between the Integrity Bank, Alpharetta, Fulton County, Georgia, ("the Bank"), Integrity Bancshares, Inc., (the "BHC"), and Steve Skow, ("employee"); WHEREAS, the Bank is a state bank, regulated by the Georgia Department of Banking and Finance, insured by the Federal Deposit Insurance Corporation, and the BHC, regulated by the Federal Reserve Bank, and both located in Alpharetta, Georgia; and WHEREAS, the Bank and BHC want to employ the employee as President and Chief Executive Officer of the Bank and BHC ("CEO"); and WHEREAS, the parties desire to enter into this agreement setting forth the terms and conditions of the employment relationship of the Bank, the BHC, and the employee; NOW, THEREFORE, it is AGREED as follows:

Integrity Bancshares Inc – EMPLOYMENT AGREEMENT (August 29th, 2003)

EXHIBIT 10.3 INTEGRITY BANK EMPLOYMENT AGREEMENT This agreement made and entered into this 23rd day of January, 2003, between the Integrity Bank, Alpharetta, Fulton County, Georgia, ("the Bank"), and Doug Ballard, ("employee"); WHEREAS, the Bank is a state bank, regulated by the Georgia Department of Banking and Finance, insured by the Federal Deposit Insurance Corporation, located in Alpharetta, Georgia; and WHEREAS, the Bank and BHC want to employ the employee as Senior Vice President - Loans of the Bank; and WHEREAS, the parties desire to enter into this agreement setting forth the terms and conditions of the employment relationship of the Bank and the employee; NOW, THEREFORE, it is AGREED as follows: I. RELATIONSHIP ESTABLISHED AND DUTIES 1. The Bank hereby will employ the employee as Senior Vice President - Loans, to hold the title

Integrity Bancshares Inc – EMPLOYMENT AGREEMENT (August 29th, 2003)

EXHIBIT 10.2 INTEGRITY BANK EMPLOYMENT AGREEMENT This agreement made and entered into this 23rd day of January, 2003, between the Integrity Bank, Alpharetta, Fulton County, Georgia, ("the Bank"), and R.E. (Rob) Skeen III, ("employee"); WHEREAS, the Bank is a state bank, regulated by the Georgia Department of Banking and Finance, insured by the Federal Deposit Insurance Corporation, located in Alpharetta, Georgia; and WHEREAS, the Bank wants to employ the employee as Executive Vice President - Loans of the Bank; and WHEREAS, the parties desire to enter into this agreement setting forth the terms and conditions of the employment relationship of the Bank and the employee; NOW, THEREFORE, it is AGREED as follows: I. RELATIONSHIP ESTABLISHED AND DUTIES 1. The Bank hereby will employ the employee as Executive Vice President - Loans, to hold the

Integrity Bancshares Inc – PROMISSORY NOTE (January 25th, 2000)

1 EXHIBIT 10.2 PROMISSORY NOTE Borrower: Integrity Bank Organizing Group, L.L.P. Lender: The Bankers Bank 1215A Hightower Trail, Suite 230 2410 Paces Ferry Road Atlanta, GA 30350 600 Paces Summit Atlanta, GA 30339 Principal Amount:$500,000 Initial Rate:7.750% Date of Note: September 16, 1999 PROMISE TO PAY. Integrity Bank Organizing Group, L.L.P. ("Borrower") promises to pay to The Bankers Bank ("Lender"), or order, in lawful money of the United States of America, the [principal amount to Five Hundred Thousand and 00/100 Dollars ($500,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan in one pay

Integrity Bancshares Inc – ESCROW AGREEMENT (January 25th, 2000)

1 EXHIBIT 10.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is entered into and effective as of the 16th day of September, 1999, by and between Integrity Bank (In Organization), a corporation (the "Company"), and The Bankers Bank (the "Escrow Agent"). W I T N E S S E T H: WHEREAS, the Company proposes to offer and sell (the "Offering") up to 1,200,000 shares of Common Stock, $10 par value per share (the "Shares"), to investors at $10 per Share pursuant to a registered public offering; and WHEREAS, the Company desires to establish an escrow for funds forwarded by subscribers for Shares, and the Escrow Agent is willing to serve as Escrow Agent upon the terms and conditions herein set forth. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowled

Integrity Bancshares Inc – CONTRACT FOR THE PURCHASE AND (January 25th, 2000)

1 EXHIBIT 10.1 CONTRACT FOR THE PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT made and entered into this 8 day of October, 1999, by and between JAMES E. BRIDGES D/B/A GRAND PAVILLION ("Seller"), and INTEGRITY BANK ORGANIZING GROUP, L.L.P. ("Purchaser"), W I T N E S S E T H: THAT FOR AND IN CONSIDERATION of the sum of Ten ($10.00) Dollars and other good and valuable considerations, paid by each party to the other, the receipt and sufficiency of which are herewith acknowledged, and in consideration of the mutual covenants contained herein, the parties hereto do hereby agree as follows: 1. PURCHASE AND SALE. Subject to and in accordance with the terms and provisions hereof, Seller agrees to sell and Purchaser agrees to purchase the real estate described as Exhibit "A" and made a part hereof (the "Premises"); all buildings, st