High Street Corp Sample Contracts

High Street Corp – AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (November 14th, 2002)

EXECUTION COPY AGREEMENT AND PLAN OF REORGANIZATION AND MERGER This AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (this "Agreement") is made effective the 15th day of August, 2002 by and between CAPITAL BANK, a North Carolina bank ("Capital") and HIGH STREET BANKING COMPANY, a North Carolina bank ("High Street"). W I T N E S S E T H: WHEREAS, Capital Bank Corporation ("CBC") is the holding company of Capital and High Street Corporation ("HSC") is the holding company of High Street, WHEREAS, CBC and HSC are parties to that certain Merger Agreement dated May 1, 2002 (the "Holding Company Merger Agreement"), pursuant to which it is contemplated that HSC shall merge with and into CBC (the "Holding Company Merger"); WHEREAS, the Holding Company Merger is scheduled to close on or before December 1, 2002; WHEREAS, upon consumm

High Street Corp – MERGER AGREEMENT (May 2nd, 2002)

MERGER AGREEMENT THIS MERGER AGREEMENT (this "AGREEMENT"), dated as of the first day of May, 2002, is by and between: CAPITAL BANK CORPORATION, a North Carolina corporation and a holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended, and a North Carolina financial holding company (the "BUYER"); and HIGH STREET CORPORATION, a North Carolina corporation and holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended, and a North Carolina bank holding company (the "COMPANY"). BACKGROUND STATEMENT The Buyer and the Company desire to effect a merger pursuant to which the Company will merge into the Buyer, with the Buyer being the surviving corporation (the "MERGER"). In consideration of the Merger, the shareholders of the Company will r

High Street Corp – AGREEMENT (April 1st, 2002)

EXHIBIT 10.4 AGREEMENT This agreement (the "Agreement") is made as of the 25th day of August, 1997, by and between High Street Banking Company a North Carolina banking corporation (the "Company") and Anne D. Martin (the "Employee"). RECITALS: The Company is a North Carolina state chartered bank operating as a full service commercial bank in Buncombe and Catawba Counties, North Carolina, with expectations of expansion into Henderson County, North Carolina. The Company wishes to employ the Employee as its Executive Vice President and Director of Administrative Services. The Employee desires to accept such engagement pursuant to the terms hereof. Now therefore in consideration of the mutual promises and conditions herein contained and other valuable consideration, the receipt and sufficiency of whi

High Street Corp – AGREEMENT (April 1st, 2002)

EXHIBIT 10.3 AGREEMENT This agreement (the "Agreement") is made as of the 25th day of August, 1997, by and between High Street Banking Company a North Carolina banking corporation (the "Company") and J. Edgar McFarland,.(the "Employee"). RECITALS The Company is a North Carolina-state chartered bank operating as a full service commercial bank in Buncombe and Catawba Counties, North Carolina, with expectations of expansion into Henderson County, North Carolina. The Company wishes to employ the Employee as its President and Chief Executive Officer. The Employee desires to accept such engagement pursuant to the terms hereof. Now, therefore, in consideration of the mutual promises and conditions herein contained and other valuable consideration, the receipt and sufficiency of which are acknowledged, the parties

High Street Corp – COUNTY OF BUNCOMBE LEASE AGREEMENT (April 1st, 2002)

EXHIBIT 10.9 STATE OF NORTH CAROLINA COUNTY OF BUNCOMBE LEASE AGREEMENT This LEASE AGREEMENT (the "Lease") is made and entered into in duplicate originals as of this 12 day of April, 2000, by and between SHE-CAN, CO., VICTOR C. SHEALY, JR. AND PATRICIA K. SHEALY, general partners, a North Carolina General Partnership (the "Landlord"), and HIGH STREET BANKING COMPANY, A NORTH Carolina Banking Corporation formed pursuant to the laws of the State of North Carolina (the "Tenant"); WITNESSETH: The Landlord, for and in consideration of the rents, covenants, agreements and stipulations hereinafter mentioned, reserved and contained; to be paid, kept and performed by the Tenant, has leased, let and demised, and by these presents does lease, let, and demise unto the said Tenant, and the Tenant hereby agrees to

High Street Corp – SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES (April 1st, 2002)

EXHBIT 10.8 [AAG LOGO] AAG SECURITIES, INC. A SUBSIDIARY OF AMERICAN ANNUITY GROUP, INC. SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES FINANCIAL INSTITUTION DIVISION SINGLE PAY AGREEMENT FOR BROKERAGE SERVICES This Single Pay Agreement for Brokerage Services ("Agreement") dated as of May 13th, 1998, between AAG Securities, Inc., an Ohio Corporation ("AAGS"), and High Street Financial Services, Inc. ("Subscriber"). RECITALS A. AAGS is a registered broker/dealer that provides securities brokerage services to the general public, including depositors and other customers of financial institutions. B. Subscriber desires to retain. AAGS to provide services on the term

High Street Corp – COUNTY OF BUNCOMBE LEASE AGREEMENT (April 1st, 2002)

EXHIBIT 10.6 STATE OF NORTH CAROLINA COUNTY OF BUNCOMBE LEASE AGREEMENT This LEASE AGREEMENT (the "Lease") is made and entered into in duplicate originals as of this 16th day of September, 1997, by and between Azalea Limited Partnership, Carl H. Ricker, Jr., general partner, a North Carolina Limited Partnership (the "Landlord"), and High Street Banking Company, a North Carolina Banking Corporation formed pursuant to the laws of the State of North Carolina (the "Tenant"); WITNESSETH: The Landlord, for and in consideration of the rents, covenants, agreements and stipulations hereinafter mentioned, reserved and contained, to be paid, kept and performed by the Tenant, has leased, let and demised, and by these presents does lease, let, and demise unto the said Tenant, and the Tenant hereby agrees to lease, let, and d

High Street Corp – SERVICES AGREEMENT (April 1st, 2002)

EXHIBIT 10.7 SERVICES AGREEMENT BISYS, INC. Contract No. CH-2224-12-91 11 Greenway Plaza Price List No. 12/91 Houston, Texas 77046-1102 Client High Street Banking Company ------------------------------------------------------------------------- Address 225 4th Street, N.W. ------------------------------------------------------------------------ City Hickory State NC Zip Code 28601 ------------------------------ -------------------- ----------- 1. SCOPE OF AGREEMENT Client agrees to convert to the BISYS system (defined in Paragraph 2(C) below) and BISYS, Inc. ("BISYS") shall provide Client, in accordance with this Agreement, the services selected by Client from BISYS' then applicable Standard Services Price List and/or S

High Street Corp – NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (November 6th, 2001)

EXHIBIT 4.3 HIGH STREET CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION. 1.1 ESTABLISHMENT OF THE PLAN. High Street Banking Company (the "Bank") established an incentive compensation plan known as the "High Street Banking Company Non-Employee Director Stock Option Plan" (the "Plan"), as set forth in this document. The Plan provides for the grant of Nonqualified Stock Options to Non-Employee Directors of the Company in lieu of cash compensation for attendance at Board and Committee meetings. The Plan was approved by the Bank's shareholders and received approval by all applicable regulatory authorities, and became effective as of April 21, 1998 (the "Effective Date") and shall remain in effect as provided in Section 1.3 hereof. Effective October 31, 2001 (the "Reorganization Date"

High Street Corp – MANAGEMENT STOCK OPTION PLAN (November 6th, 2001)

EXHIBIT 4.4 HIGH STREET CORPORATION MANAGEMENT STOCK OPTION PLAN ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION. 1.1 ESTABLISHMENT OF THE PLAN. High Street Banking Company (the "Bank") established an incentive compensation plan known as the "High Street Banking Company Management Stock Option Plan" (the "Plan"). The Plan permits the grant of Nonqualified Stock Options and Incentive Stock Options. The Plan was approved by the Bank's shareholders and received approval by all applicable regulatory authorities, and became effective as of June 26, 1997 (the "Effective Date") and shall remain in effect as provided in Section 1.3 hereof. Effective October 31, 2001 (the "Reorganization Date"), the Bank was reorganized in a share-for-share stock exchange as a wholly-owned subsidiary of High Street Corporation, a North Carolina corpo

High Street Corp – ARTICLES OF INCORPORATION (November 1st, 2001)

EXHIBIT 3.1 ----------- ARTICLES OF INCORPORATION OF HIGH STREET 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 High Street Corporation. 2. The number of shares the corporation is authorized to issue is 20,000,000 shares of common stock, without par value. 3. The address of the initial registered office of the corporation in the State of North Carolina is 1310 Hendersonville Road, Asheville, Buncombe County, North Carolina 28803, and the name of its initial registered agent at such address is J. Edgar McFarland. 4. The name and address of the incorporator is G. William Joyner, III, Kennedy Covington Lobdell &

High Street Corp – AGREEMENT AND PLAN OF SHARE EXCHANGE (November 1st, 2001)

EXHIBIT 2.1 ----------- AGREEMENT AND PLAN OF SHARE EXCHANGE THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (this "Agreement") is made and entered into as of April 30, 2001, by and between HIGH STREET BANKING COMPANY, a banking corporation organized under the laws of the State of North Carolina (the "Bank"), and HIGH STREET CORPORATION, a North Carolina corporation (the "Holding Company"). W I T N E S S E T H WHEREAS, it is in the best interests of the Bank and its shareholders that the Bank be reorganized into a bank holding company structure; WHEREAS, to effect such reorganization, the Bank has organized the Holding Company, and the Bank and the Holding Company are entering into this Agreement pursuant to which the shareholders of the Bank (collectively, the "Shareholders" and individually, a "Shareholder") would receive shares of t