Park Meridian Financial Corp Sample Contracts

Park Meridian Financial Corp – INDENTURE (May 14th, 2001)

1 EXHIBIT 10.1 ================================================================================ PARK MERIDIAN FINANCIAL CORPORATION, AS ISSUER INDENTURE DATED AS OF FEBRUARY 22, 2001 STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, AS TRUSTEE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES DUE 2031 ================================================================================ 2 TABLE OF CONTENTS Page ----

Park Meridian Financial Corp – EMPLOYMENT AND STOCK OPTION AGREEMENT (March 30th, 2001)

1 EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AND STOCK OPTION AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AND STOCK OPTION AGREEMENT (this "Agreement") is made as of the 1st day of January, 1998, is by and between PARK MERIDIAN BANK, a state banking association organized under the laws of North Carolina, with its principal executive offices located at 6826 Morrison Boulevard, Charlotte, North Carolina 28211 (the "Bank") and KEVIN T. KENNELLY, an individual residing at 2325 Thetford Court, Charlotte, North Carolina 28211 (the "Employee"). This Agreement amends and restates the terms of the Employment and Stock Option Agreement dated as of January 1, 1995 between the Bank and the Employee. In consideration of the promises and the mutual covenants contained herein, the Bank hereby agrees to employ the Employee and the Employee agrees to accept such employment upon the following terms and conditions:

Park Meridian Financial Corp – AGREEMENT (March 30th, 2001)

1 EXHIBIT 10.8 AGREEMENT THIS AGREEMENT is between PARK MERIDIAN BANK, a North Carolina banking association ("Financial Institution"), and FINANCIAL NETWORK INVESTMENT CORPORATION, a California Corporation ("FNIC"), and is dated for reference as of July 20, 1995. Recitals A. WHEREAS, Financial Institution is a bank doing business within the State of North Carolina, (the "State"). B. WHEREAS, FNIC is a licensed broker/dealer actively involved in the sale of debt and equity securities, mutual funds, fixed and variable annuities, insurance and other investment, (collectively referred to as "Products"); C. WHEREAS, Financial Institution has reviewed the reputation and business practices of FNIC prior to entering this agreement; and D. WHEREAS, Financial Institution desires to have FNIC make itself available to execute orders to purchase and sell Products for custome

Park Meridian Financial Corp – EMPLOYEE STOCK OPTION PLAN (March 30th, 2001)

1 EXHIBIT 10.3 PARK MERIDIAN BANK EMPLOYEE STOCK OPTION PLAN (AS AMENDED) 1. PURPOSE The purpose of the Park Meridian Bank Employee Stock Option Plan (the "Plan") is to promote the growth and profitability of Park Meridian Bank (the "Bank") from time to time by increasing the personal participation of officers and key employees in the financial performance of the Bank, by enabling the Bank to attract and retain officers and key employees of outstanding competence and by providing employees with an equity opportunity in the Bank. This purpose will be achieved through the grant of stock options ("Options") to purchase shares of common stock of the Bank ("Common Stock"). 2. ADMINISTRATION The Plan shall be administered by the Bank's Board of Directors (the "Board"); provided, however, that, if the Board includes members who are not "disintere

Park Meridian Financial Corp – OPERATING AGREEMENT (March 30th, 2001)

1 EXHIBIT 10.5 OPERATING AGREEMENT OF PARK MORTGAGE COMPANY, LLC THIS OPERATING AGREEMENT, dated as of February 15, 1995 (this "Agreement"), is made by and between PARK MERIDIAN BANK, a North Carolina banking corporation (the "Bank"), JOHN D. CHALK, III, a resident of North Carolina ("Chalk"), and DAN K. COTTINGHAM, a resident of North Carolina ("Cottingham"), and the other Persons from time to time parties hereto (collectively, the "Members"). BACKGROUND STATEMENT The parties desire to operate a limited liability company organized under the laws of North Carolina on the terms and conditions set forth herein. STATEMENT OF AGREEMENT NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and suffi

Park Meridian Financial Corp – EMPLOYMENT AGREEMENT (March 30th, 2001)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT Agreement made this 24th day of March 1994, by and between PARK MERIDIAN BANK, a banking association chartered and existing under the laws of the State of North Carolina having its principal place of business in Charlotte, North Carolina (the "Bank"); and Bryan F. Kennedy, III ("Employee"), a resident of Mecklenburg, North Carolina. WITNESSETH In consideration of the mutual covenants expressed herein, the parties agree for themselves, their heirs, successors and assign, as follows. 1. EMPLOYMENT. The bank hereby employs Employee, and Employee hereby accepts employment, upon terms and conditions as set forth in this Agreement and as established by general Bank policy, including policies set forth in the Bank's personnel handbook and other policy manuals, which Employee acknowledges that he has read and understands. 2. TERM. This Agreement and the e

Park Meridian Financial Corp – STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (March 30th, 2001)

1 EXHIBIT 10.4 PARK MERIDIAN BANK STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS 1. Purpose. The general purpose of this Stock Option Plan for Directors (this "Plan") is to provide a one-time grant of options to the directors of Park Meridian Bank (the "Bank") who are not employees of the Bank. 2. Effective Date. The effective date (the "Effective Date") of this plan shall be the later to occur of the following: (i) the adoption of this Plan by the Board of Directors of the Bank; (ii) the approval of this Plan by the affirmative vote of two-thirds (2/3) of the outstanding shares of voting stock of the Bank; and (iii) the approval of this Plan by the Commissioner of Banks of the State of North Carolina (the "Commissioner"). 3. Grant of Options. On the Effective Date, the Bank shall issue to each person who is then a director of the Bank an option to purchas

Park Meridian Financial Corp – AGREEMENT AND PLAN OF REORGANIZATION AND SHARE EXCHANGE (August 7th, 2000)

1 Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND SHARE EXCHANGE THIS AGREEMENT AND PLAN OF REORGANIZATION AND SHARE EXCHANGE (this "Agreement"), made and entered into as of May 25, 2000, by and between PARK MERIDIAN BANK, a banking corporation organized under the laws of the State of North Carolina and having its principal place of business in the City of Charlotte, Mecklenburg County, North Carolina (the "Bank"), and PARK MERIDIAN FINANCIAL CORPORATION, a North Carolina corporation (the "Holding Company"). W I T N E S S E T H WHEREAS, the Boards of Directors of the Bank and the Holding Company believe that it is in the best interests of their respective shareholders that the Bank be reorganized into a bank holding company structure pursuant to which the shareholders of the Bank (collectively, the "Shareholders" and individually, a "Shareholder") would receive shares of

Park Meridian Financial Corp – ARTICLES OF INCORPORATION (August 7th, 2000)

1 Exhibit 3.1 ARTICLES OF INCORPORATION OF PARK MERIDIAN FINANCIAL CORPORATION The undersigned hereby submits these Articles of Incorporation for the purpose of forming a business corporation under the laws of the State of North Carolina: 1. The name of the corporation is Park Meridian Financial Corporation. 2. The number of shares the corporation is authorized to issue is 25,000,000 shares of common stock, with each share having a par value of $0.01. 3. The address of the initial registered office of the corporation in the State of North Carolina is 6826 Morrison Boulevard, Charlotte, North Carolina 28211, and the name of its initial registered agent at such address is Kevin T. Kennelly. 4. The name and address of the incorporator is Stephen M. Lynch, Robinson, Bradshaw & Hinson, P.A., 101 North Tryon St