Gateway Financial Holdings Inc Sample Contracts

Gateway Financial Holdings Inc – ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF GATEWAY FINANCIAL HOLDINGS, INC. (September 30th, 2008)

Pursuant to Section 55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation to create a series of Preferred Stock and to fix the preferences, limitations and relative rights of shares of Preferred Stock within that series.

Gateway Financial Holdings Inc – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN HAMPTON ROADS BANKSHARES, INC. AND GATEWAY FINANCIAL HOLDINGS, INC. September 23, 2008 (September 24th, 2008)

This AGREEMENT AND PLAN OF MERGER, dated as of the 23rd day of September, 2008 (this “Agreement”), by and between HAMPTON ROADS BANKSHARES, INC., a Virginia corporation (“HRB”), and GATEWAY FINANCIAL HOLDINGS, INC., a North Carolina corporation (“GFH”).

Gateway Financial Holdings Inc – JOINT PRESS RELEASE Contacts: Hampton Roads Bankshares, Inc. Jack W. Gibson For Immediate Release Vice Chairman, President and Chief Executive Officer (September 24th, 2008)
Gateway Financial Holdings Inc – Harris Joins Gateway Bank Mortgage as EVP and Chief Operating Officer Mortgage Veteran to Lead Mortgage Loan Production Team (September 16th, 2008)

* Toby Harris joins Gateway Bank Mortgage, Inc. * Harris named EVP and COO; reports to Kevin Pack, president and CEO of Gateway Bank Mortgage, Inc. * Gateway Bank Mortgage, Inc. is a wholly-owned subsidiary of Gateway Bank. * Gateway Bank is a wholly-owned subsidiary of Gateway Financial Holdings, Inc.

Gateway Financial Holdings Inc – EMPLOYMENT AGREEMENT (August 11th, 2008)

THIS AGREEMENT is effective as of June 1, 2008 by and between GATEWAY BANK & TRUST CO., a North Carolina banking corporation (hereinafter referred to as the “Bank”) and MATTHEW D. WHITE, an individual resident of Virginia (hereinafter referred to as the “Officer”).

Gateway Financial Holdings Inc – LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (August 11th, 2008)

This LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (the “Agreement”), dated as of this 30th day of May, 2008, is entered into between JPMORGAN CHASE BANK, N.A., a national banking association having a place of business at 10 South Dearborn Street, Chicago, Illinois 60603 (the “Lender”), and GATEWAY FINANCIAL HOLDINGS, INC., a North Carolina corporation, having its principal place of business at 1580 Laskin Road, Virginia Beach, Virginia 23451 (the “Borrower”).

Gateway Financial Holdings Inc – NEWS RELEASE For immediate release For more information, contact: (March 20th, 2008)
Gateway Financial Holdings Inc – NEWS RELEASE For immediate release For more information, contact: (March 20th, 2008)
Gateway Financial Holdings Inc – EMPLOYMENT AGREEMENT (March 14th, 2008)

THIS AMENDED AGREEMENT is entered into as of October 1, 2007, by and between GATEWAY BANK & TRUST COMPANY, a North Carolina banking corporation (hereinafter referred to as the “Bank”) and DANIEL B. BERRY of Virginia Beach, Virginia (hereinafter referred to as the “Officer”).

Gateway Financial Holdings Inc – SALARY CONTINUATION AGREEMENT (March 14th, 2008)

THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of this first day of October 1, 2006 by and between GATEWAY BANK & TRUST CO., a North Carolina banking corporation (hereinafter referred to as the “Bank” or “Employer”) and DAVID R. TWIDDY, an individual resident of North Carolina (hereinafter referred to as the “Executive”).

Gateway Financial Holdings Inc – EMPLOYMENT AGREEMENT (March 14th, 2008)

THIS AGREEMENT is amended as of December 1, 2007 by and between GATEWAY BANK & TRUST CO., a North Carolina banking corporation (hereinafter referred to as the “Bank”) and THEODORE L. SALTER, an individual resident of Virginia (hereinafter referred to as the “Officer”).

Gateway Financial Holdings Inc – CHANGE IN CONTROL AGREEMENT (March 14th, 2008)

THIS AMENDED AGREEMENT entered into as of October 1, 2007, by and between GATEWAY BANK & TRUST CO., a North Carolina banking corporation (the “Bank”) and MATTHEW D. WHITE (the “Employee”)

Gateway Financial Holdings Inc – EMPLOYMENT AGREEMENT (March 14th, 2008)

THIS AMENDED AGREEMENT is entered into as of October 1, 2007 by and between GATEWAY BANK & TRUST CO., a North Carolina banking corporation (hereinafter referred to as the “Bank”) and DAVID R. TWIDDY, an individual resident of North Carolina (hereinafter referred to as the “Officer”).

Gateway Financial Holdings Inc – SALARY CONTINUATION AGREEMENT (March 14th, 2008)

THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of this first day of October 1, 2006, by and between GATEWAY BANK & TRUST CO., a North Carolina banking corporation (hereinafter referred to as the “Bank” or “Employer”), and D. BEN BERRY, an individual resident of Virginia (hereinafter referred to as the “Executive”).

Gateway Financial Holdings Inc – CHANGE IN CONTROL AGREEMENT (August 9th, 2007)

THIS AGREEMENT entered into as of June 1, 2007, by and between GATEWAY BANK & TRUST CO., a North Carolina banking corporation (the “Bank”) and Matthew D. White (the “Employee”)

Gateway Financial Holdings Inc – GATEWAY FINANCIAL HOLDINGS, INC. 1999 BOR STOCK OPTION PLAN (formerly THE BANK OF RICHMOND, N.A. STOCK OPTION PLAN) (July 25th, 2007)

THIS IS A STOCK OPTION PLAN of Gateway Financial Holdings, Inc., a North Carolina corporation with its principal office in Virginia Beach, Virginia, assumed as a result of the merger of the Company’s principal subsidiary, Gateway Bank & Trust Co., with The Bank of Richmond, N.A., under which options may be granted from time to time to eligible Directors and Employees to purchase Stock, subject to the provisions set forth below.

Gateway Financial Holdings Inc – SALARY CONTINUATION AGREEMENT (March 16th, 2007)

THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of this first day of October 1, 2006 by and between GATEWAY BANK & TRUST CO., a North Carolina banking corporation (hereinafter referred to as the “Bank” or “Employer”) and DAVID R. TWIDDY, an individual resident of North Carolina (hereinafter referred to as the “Executive”).

Gateway Financial Holdings Inc – SALARY CONTINUATION AGREEMENT (March 16th, 2007)

THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of this first day of October 1, 2006, by and between GATEWAY BANK & TRUST CO., a North Carolina banking corporation (hereinafter referred to as the “Bank” or “Employer”) and D. BEN BERRY, an individual resident of Virginia (hereinafter referred to as the “Executive”).

Gateway Financial Holdings Inc – AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND BETWEEN GATEWAY FINANCIAL HOLDINGS, INC. AND THE BANK OF RICHMOND, N.A. January 10, 2007 (January 11th, 2007)

THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (hereinafter called “Agreement”) entered into as of the 10th day of January 2007, by and between GATEWAY FINANCIAL HOLDINGS, INC. (“Financial Holdings”) and THE BANK OF RICHMOND, N.A. (“Bank of Richmond”).

Gateway Financial Holdings Inc – JOINT PRESS RELEASE (January 11th, 2007)

Virginia Beach, Virginia, January 10, 2007 – Gateway Financial Holdings, Inc., the holding company for Gateway Bank & Trust Co. (Nasdaq Global Market: GBTS), and The Bank of Richmond, N.A. (OTC Bulletin Board: BRCH) jointly announced today that the board of directors of each company approved the execution of, and the parties have executed, a definitive agreement in which Gateway Financial Holdings will acquire The Bank of Richmond, N.A. in a floating exchange of cash and stock. The transaction will provide Gateway Financial Holdings entrance into the demographically attractive Richmond market area and will significantly add to Gateway Financial Holdings’ existing Virginia footprint.

Gateway Financial Holdings Inc – EMPLOYMENT AGREEMENT (May 10th, 2006)

THIS AGREEMENT is entered into as of April 17, 2006 by and between GATEWAY BANK & TRUST CO., a North Carolina banking corporation (hereinafter referred to as the “Bank”) and THEODORE L. SALTER, an individual resident of Virginia (hereinafter referred to as the “Officer”).

Gateway Financial Holdings Inc – EMPLOYMENT AGREEMENT (May 10th, 2006)

THIS AGREEMENT is entered into as of March 1, 2006, by and between GATEWAY BANK & TRUST COMPANY, a North Carolina banking corporation (hereinafter referred to as the “Bank”) and DANIEL B. BERRY of Elizabeth City, North Carolina (hereinafter referred to as the “Officer”).

Gateway Financial Holdings Inc – EMPLOYMENT AGREEMENT (May 10th, 2006)

THIS AGREEMENT is entered into as of March 1, 2006 by and between GATEWAY BANK & TRUST CO., a North Carolina banking corporation (hereinafter referred to as the “Bank”) and DAVID R. TWIDDY, an individual resident of North Carolina (hereinafter referred to as the “Officer”).

Gateway Financial Holdings Inc – Gateway Financial Holdings, Inc. 2005 OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN (March 31st, 2006)

THIS IS THE 2005 OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN (“Plan”) of Gateway Financial Holdings, Inc. (“the Corporation” or “Company”), a North Carolina corporation with its principal office in Pasquotank County, North Carolina, under which Incentive Stock Options and Non-Qualified Options to acquire shares of the Stock, Restricted Stock, Stock Appreciation Rights, and/or Units may be granted from time to time to Eligible Employees and, where applicable, to Directors of the Corporation and of any of its Subsidiaries (the “Subsidiaries”), subject to the following provisions:

Gateway Financial Holdings Inc – EMPLOYMENT AGREEMENT (March 31st, 2006)

THIS AGREEMENT is entered into as of March 1, 2006 by and between GATEWAY BANK & TRUST CO., a North Carolina banking corporation (hereinafter referred to as the “Bank”) and DAVID R. TWIDDY, an individual resident of North Carolina (hereinafter referred to as the “Officer”).

Gateway Financial Holdings Inc – EMPLOYMENT AGREEMENT (March 31st, 2006)

THIS AGREEMENT is entered into as of March 1, 2006, by and between GATEWAY BANK & TRUST COMPANY, a North Carolina banking corporation (hereinafter referred to as the “Bank”) and DANIEL B. BERRY of Elizabeth City, North Carolina (hereinafter referred to as the “Officer”).

Gateway Financial Holdings Inc – PRESS RELEASE (January 31st, 2006)

Exhibit 99.1 PRESS RELEASE ------------- [LOGO OF GATEWAY FINANCIAL HOLDINGS, INC.] FOR FURTHER INFORMATION: Contact: D. Ben Berry, Chairman, President and CEO, or David Twiddy, Senior Executive Vice President Tel: (757) 422-4055 GATEWAY FINANCIAL HOLDINGS REPORTS FY 2005 NET INCOME OF $3.9 MILLION, UP 96.0% Virginia Beach, VA -- January 23, 2006 -- Gateway Financial Holdings, Inc. (Nasdaq: GBTS), the holding company for Gateway Bank & Trust Co., reported net income for the 2005 fiscal year of $3.9 million compared with $2.0 million for the prior fiscal year, an increase of $1.9 million, or 96.0%. Earnings performance was driven by strong revenue growth from the Company's rapidly expanding commercial customer base. Diluted earnings per share were $0.50 for 2005 compare

Gateway Financial Holdings Inc – PRESS RELEASE (January 31st, 2006)

Exhibit 99.2 PRESS RELEASE ------------- [LOGO OF GATEWAY FINANCIAL HOLDINGS, INC.] FOR FURTHER INFORMATION: Contact: D. Ben Berry, Chairman, President and CEO, or David Twiddy, Senior Executive Vice President Tel: (757) 422-4055 GATEWAY FINANCIAL HOLDINGS, INC. DECLARES DIVIDEND VIRGINIA BEACH, VA -- January 24, 2006 -- Gateway Financial Holdings, Inc. (Nasdaq: GBTS), the holding company for Gateway Bank & Trust Co., announced that its Board of Directors declared a first quarter cash dividend of $0.03 per share. The dividend is payable on February 15, 2006 to shareholders of record at the close of business on January 27, 2006. About the Company Gateway Financial Holdings, Inc. is the parent company of Gateway Bank & Trust Co., a full-service community bank with a total of nineteen offices i

Gateway Financial Holdings Inc – PRESS RELEASE (January 25th, 2006)

Exhibit 99.2 PRESS RELEASE ------------- [LOGO OF GATEWAY FINANCIAL HOLDINGS, INC.] FOR FURTHER INFORMATION: Contact: D. Ben Berry, Chairman, President and CEO, or David Twiddy, Senior Executive Vice President Tel: (757) 422-4055 GATEWAY FINANCIAL HOLDINGS, INC. DECLARES DIVIDEND VIRGINIA BEACH, VA -- January 24, 2006 -- Gateway Financial Holdings, Inc. (Nasdaq: GBTS), the holding company for Gateway Bank & Trust Co., announced that its Board of Directors declared a first quarter cash dividend of $0.03 per share. The dividend is payable on February 15, 2006 to shareholders of record at the close of business on January 27, 2006. About the Company Gateway Financial Holdings, Inc. is the parent company of Gateway Bank & Trust Co., a full-service community bank with a total of nineteen offices i

Gateway Financial Holdings Inc – PRESS RELEASE (January 25th, 2006)

Exhibit 99.1 PRESS RELEASE ------------- [LOGO OF GATEWAY FINANCIAL HOLDINGS, INC.] FOR FURTHER INFORMATION: Contact: D. Ben Berry, Chairman, President and CEO, or David Twiddy, Senior Executive Vice President Tel: (757) 422-4055 GATEWAY FINANCIAL HOLDINGS REPORTS FY 2005 NET INCOME OF $3.9 MILLION, UP 96.0% Virginia Beach, VA -- January 23, 2006 -- Gateway Financial Holdings, Inc. (Nasdaq: GBTS), the holding company for Gateway Bank & Trust Co., reported net income for the 2005 fiscal year of $3.9 million compared with $2.0 million for the prior fiscal year, an increase of $1.9 million, or 96.0%. Earnings performance was driven by strong revenue growth from the Company's rapidly expanding commercial customer base. Diluted earnings per share were $0.50 for 2005 compar

Gateway Financial Holdings Inc – PRESS RELEASE (January 18th, 2006)

Exhibit 99 PRESS RELEASE ------------- FOR FURTHER INFORMATION: Contact: D. Ben Berry, Chairman, President and CEO, or David Twiddy, Senior Executive Vice President Tel: (757) 422-4055 GATEWAY FINANCIAL HOLDINGS, INC. APPOINTS NEW CFO Virginia Beach, VA - January 17, 2006 - Gateway Financial Holdings, Inc. (Nasdaq: GBTS) the holding company for Gateway Bank and Trust, announced today the appointment of Theodore L. (Teddy) Salter as Senior Executive Vice President and Chief Financial Officer, effective January 17, 2006. Mr. Salter has had an extensive career in financial management and accounting; he will replace the Interim CFO, Mark A. Jeffries, who will continue to serve in his previous capacity as Vice President and Controller. D. Ben Berry, Chairman, President and CEO of Gateway Financial, commented, "W

Gateway Financial Holdings Inc – GATEWAY FINANCIAL EXECUTES UNDERWRITING AGREEMENT FOR THE SALE OF (December 19th, 2005)

Exhibit 99 GATEWAY FINANCIAL EXECUTES UNDERWRITING AGREEMENT FOR THE SALE OF 2,000,000 SHARES OF COMMON STOCK VIRGINIA BEACH, Va., Dec. 16 /PRNewswire-FirstCall/ -- Gateway Financial Holdings, Inc. (Nasdaq: GBTS) (the "Company"), the holding company for Gateway Bank & Trust Co., announced that on December 15, it executed an underwriting agreement with Keefe, Bruyette & Woods for the sale of 2,000,000 shares of common stock at a price of $16.00 per share. The net proceeds of the public offering are expected to be approximately $30.08 million. Keefe, Bruyette & Woods is the sole bookrunner for the offering and was granted an option, exercisable for a period of 30 days, to purchase up to an additional 300,000 shares of common stock to cover over-allotments, if any. The offering proceeds will be used for general corporate purposes and to support expansion of the Company's franchise, inc

Gateway Financial Holdings Inc – PRESS RELEASE (December 6th, 2005)

Exhibit 99 PRESS RELEASE ------------- [LOGO OF GATEWAY FINANCIAL HOLDINGS, INC.] Contact: D. Ben Berry, Chairman, President and CEO, or David Twiddy, Senior Executive Vice President Tel: (757) 422-4055 GATEWAY BANK ANNOUNCES MAJOR EXPANSION INITIATIVE First Branch in Raleigh, N.C. to Open in December Virginia Beach, VA - December 1, 2005 -- Gateway Financial Holdings, Inc. (Nasdaq: GBTS) today announced that its banking subsidiary, Gateway Bank & Trust Co., plans a major branch expansion. The bank expects to open its first full-service branch in Raleigh, North Carolina in December 2005, and plans to open a total of four to six full-service financial centers in Wake County in the next 24 to 36 months. Expansion initiatives are also planned for Wilmington, North Carolina and Wi

Gateway Financial Holdings Inc – Gateway Financial Holdings, Inc. 2005 OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN (November 14th, 2005)

THIS IS THE 2005 OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN (“Plan”) of Gateway Financial Holdings, Inc. (“the Corporation” or “Company”), a North Carolina corporation with its principal office in Pasquotank County, North Carolina, under which Incentive Stock Options and Non-Qualified Options to acquire shares of the Stock, Restricted Stock, Stock Appreciation Rights, and/or Units may be granted from time to time to Eligible Employees and, where applicable, to Directors of the Corporation and of any of its Subsidiaries (the “Subsidiaries”), subject to the following provisions:

Gateway Financial Holdings Inc – Gateway Financial Holdings, Inc. 2005 OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN (August 31st, 2005)

THIS IS THE 2005 OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN (“Plan”) of Gateway Financial Holdings, Inc. (“the Corporation” or “Company”), a North Carolina corporation with its principal office in Pasquotank County, North Carolina, under which Incentive Stock Options and Non-Qualified Options to acquire shares of the Stock, Restricted Stock, Stock Appreciation Rights, and/or Units may be granted from time to time to Eligible Employees and, where applicable, to Directors of the Corporation and of any of its Subsidiaries (the “Subsidiaries”), subject to the following provisions: