ARTICLE 1 DEFINITIONSContinuation Agreement • July 24th, 2006 • BNC Bancorp • National commercial banks • North Carolina
ARTICLE 1 EMPLOYMENTEmployment Agreement • July 24th, 2006 • BNC Bancorp • National commercial banks • North Carolina
AMENDED AND RESTATED TRUST AGREEMENT among BNC BANCORP, as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative TrusteesTrust Agreement • September 28th, 2006 • BNC Bancorp • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 27, 2006, among (i) BNC Bancorp, a North Carolina corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) W. Swope Montgomery, Jr., an individual, David B. Spencer, an individual, and Drema A. Michael, an individual, each of whose address is c/o BNC Bancorp, 831 Julian Avenue, Thomasville, North Carolina 27360, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
BNC Bancorp (a North Carolina corporation) 2,500,000 Shares of Common Stock (No Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2016 • BNC Bancorp • National commercial banks • New York
Exhibit 10(vii)(d) RESTRICTED STOCK GRANT AGREEMENT THIS RESTRICTED STOCK GRANT AGREEMENT (the "Agreement") is made and entered into as of the 21st of July, 2006 (the "Effective Date"), by and between BNC Bancorp, a North Carolina Corporation, Bank of...Restricted Stock Grant Agreement • July 24th, 2006 • BNC Bancorp • National commercial banks • North Carolina
GUARANTEE AGREEMENT between BNC BANCORP, As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of September 27, 2006 BNC CAPITAL TRUST IVGuarantee Agreement • September 28th, 2006 • BNC Bancorp • National commercial banks • New York
GUARANTEE AGREEMENT, dated as of September 27, 2006, executed and delivered by BNC BANCORP, a North Carolina corporation (the “Guarantor”) having its principal office at 831 Julian Avenue, Thomasville, North Carolina 27360, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of BNC Capital Trust IV, a Delaware statutory trust (the “Issuer”).
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • December 27th, 2007 • BNC Bancorp • National commercial banks • North Carolina
This AMENDED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this day of , 2007, by and among W. Swope Montgomery, Jr. (the “Executive”), BNC Bancorp, a North Carolina corporation (the “Corporation”), and Bank of North Carolina, a North Carolina-chartered bank and wholly owned subsidiary of the Corporation (the “Bank”). The Corporation and the Bank are hereinafter sometimes referred to together or individually as the “Employer.”
UNDERWRITING AGREEMENTUnderwriting Agreement • August 27th, 2012 • BNC Bancorp • National commercial banks • New York
BNC Bancorp, a North Carolina corporation (the “Company”), Bank of North Carolina (the “Bank”) and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Sandler O’Neill & Partners, L.P. (“Sandler O’Neill,” and collectively with Merrill Lynch, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch and Sandler O’Neill are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The aforesaid 31,260 shares of Preferred Stock to be purchased by the Underwriters are referred to
PURCHASE AGREEMENT AMONG BNC BANCORP, BNC CAPITAL TRUST IV AND TWE, LTD.,Purchase Agreement • September 28th, 2006 • BNC Bancorp • National commercial banks • New York
THIS PURCHASE AGREEMENT, dated as of September 27, 2006, is entered into among, BNC Bancorp, a North Carolina corporation (the “Company”), BNC Capital Trust IV, a Delaware statutory trust (the “Trust,” and, together with the Company, the “Sellers”), and TWE, Ltd., an exempted company incorporated under the laws of the Cayman Islands (including any assignee thereof, the “Purchaser”).
December 5, 2008Securities Purchase Agreement • December 8th, 2008 • BNC Bancorp • National commercial banks
BNC Bancorp (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury (the “Treasury”) that provides, among other things, for the purchase by the Treasury of securities issued by the Company. This purchase is anticipated to occur as part of the Company’s participation in the Treasury’s Troubled Asset Relief Program – Capital Purchase Program (the “CPP”).
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • August 9th, 2013 • BNC Bancorp • National commercial banks • North Carolina
THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”) is effective as of April 30, 2013 (the “Effective Date”), by and between BNC Bancorp, a North Carolina corporation (the “Corporation”), and David B. Spencer (the “Participant”).
ARTICLE 1 GENERAL DEFINITIONSSplit Dollar Agreement and Endorsement • July 24th, 2006 • BNC Bancorp • National commercial banks
BANK OF NORTH CAROLINA ENDORSEMENT SPLIT DOLLAR AGREEMENTEndorsement Split Dollar Agreement • January 4th, 2005 • BNC Bancorp • National commercial banks • North Carolina
THIS ENDORSEMENT SPLIT DOLLAR AGREEMENT (this “Agreement”) is entered into as of this 31st day of December, 2004 by and between Bank of North Carolina, a North Carolina-chartered commercial bank (the “Bank”), and W. Swope Montgomery, Jr., its President and Chief Executive Officer (the “Executive”). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN HARBOR BANK GROUP, INC., AND BNC BANCORPAgreement and Plan of Merger • June 5th, 2014 • BNC Bancorp • National commercial banks • North Carolina
This AGREEMENT AND PLAN OF MERGER is dated as of June 4, 2014 (this “Agreement”), by and between Harbor Bank Group, Inc., a South Carolina corporation (“Seller”), and BNC Bancorp, a North Carolina corporation (“Buyer”). Each of Seller and Buyer are referred to herein as a “Party” and, together, as the “Parties.”
BNC Bancorp (A North Carolina Corporation)Underwriting Agreement • September 26th, 2014 • BNC Bancorp • National commercial banks • New York
BNC Bancorp a North Carolina corporation (the “Company”) and registered bank holding company of Bank of North Carolina a North Carolina banking corporation (the “Bank”), confirms its agreement with Sandler O’Neill & Partners, L.P. (the “Underwriter”) with respect to the issue and sale by the Company, and the purchase by the Underwriter of $60,000,000 aggregate principal amount of the Company’s 5.5% Fixed to Floating Rate Subordinated Notes due October 1, 2024 (the “Securities”). The Securities are to be issued pursuant to an indenture to be dated as of September 30, 2014 (the “Base Indenture”) between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, to be dated as of September 30, 2014, between the Company and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • February 27th, 2017 • BNC Bancorp • National commercial banks • North Carolina
THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made and entered into effective as of December 31, 2016 (the “Effective Date”), by and between BNC Bancorp, a North Carolina Company (the “Company”), and Richard D. Callicutt II (“Participant”).
BANK OF NORTH CAROLINA AMENDED SALARY CONTINUATION AGREEMENTContinuation Agreement • December 27th, 2007 • BNC Bancorp • National commercial banks • North Carolina
This AMENDED SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into as of this day of , 2007, by and between Bank of North Carolina, a North Carolina-chartered commercial bank (the “Bank”), and David B. Spencer, its Executive Vice President and Chief Financial Officer (the “Executive”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF CAROLINA FEDERAL SAVINGS BANK, CHARLESTON, SOUTH CAROLINA FEDERAL DEPOSIT INSURANCE CORPORATION and BANK OF NORTH CAROLINA, DATED AS OF...Purchase and Assumption Agreement • June 14th, 2012 • BNC Bancorp • National commercial banks
THIS AGREEMENT, made and entered into as of the 8th day of JUNE, 2012, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of CAROLINA FEDERAL SAVINGS BANK, CHARLESTON, SOUTH CAROLINA (the “Receiver"), BANK OF NORTH CAROLINA, THOMASVILLE, NORTH CAROLINA, organized under the laws of the State of North Carolina, and having its principal place of business in Thomasville, North Carolina (the “Assuming Institution"), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
BANK OF NORTH CAROLINA AMENDED ENDORSEMENT SPLIT DOLLAR AGREEMENTDollar Agreement • December 27th, 2007 • BNC Bancorp • National commercial banks • North Carolina
This AMENDED ENDORSEMENT SPLIT DOLLAR AGREEMENT (this “Agreement”) is entered into as of this day of , 2007, by and between Bank of North Carolina, a North Carolina-chartered bank (the “Bank”), and Ralph N. Strayhorn III, an executive of the Bank (the “Executive”). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.
BANK OF NORTH CAROLINA SALARY CONTINUATION AGREEMENT This SALARY CONTINUATION AGREEMENT (this “Agreement”) is entered into December 12, 2016 by and between Bank of North Carolina (the “Bank”), a North Carolina-chartered, FDIC-insured nonmember bank,...Continuation Agreement • December 16th, 2016 • BNC Bancorp • National commercial banks • North Carolina
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2005 • BNC Bancorp • National commercial banks • North Carolina
This EMPLOYMENT AGREEMENT is entered into effective as of this 31st day of December, 2004, by and among W. Swope Montgomery, Jr. (the “Executive”), BNC Bancorp, a North Carolina corporation, and Bank of North Carolina, a North Carolina-chartered bank and wholly owned subsidiary of BNC Bancorp. BNC Bancorp and Bank of North Carolina are hereinafter sometimes referred to together or individually as “BNC.”
BANK OF NORTH CAROLINA SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • January 4th, 2005 • BNC Bancorp • National commercial banks • North Carolina
THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is made and entered into as of this 31st day of December, 2004, by and between Bank of North Carolina, a North Carolina-chartered commercial bank (the “Bank”), and W. Swope Montgomery, Jr., its President and Chief Executive Officer (the “Executive”).
RESTRICTED STOCK AWARD CANCELLATION AGREEMENTRestricted Stock Award Cancellation Agreement • March 18th, 2013 • BNC Bancorp • National commercial banks • North Carolina
THIS RESTRICTED STOCK AWARD CANCELLATION AGREEMENT (the “Cancellation Agreement”), dated effective as of November 9, 2012, is between BNC Bancorp, a North Carolina corporation (the “Company”), Bank of North Carolina, a state charted commercial bank (the “Bank”), and Richard D. Callicutt II (the “Participant”).
BNC BANCORP Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee SUBORDINATED INDENTURE Dated as of September 30, 2014 Subordinated Debt SecuritiesBNC Bancorp • September 26th, 2014 • National commercial banks • New York
SUBORDINATED INDENTURE, dated as of September 30, 2014 (the “Indenture”), is made by and between BNC BANCORP, a corporation duly organized and existing under the laws of the State of North Carolina (the “Company”), having its principal office at 3980 Premier Drive, Suite 210, High Point, North Carolina 27265, and Wilmington Trust, National Association, having an office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, not in its individual capacity but solely as Trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and between HIGH POINT BANK CORPORATION and BNC BANCORP November 13, 2015Agreement and Plan of Merger • November 17th, 2015 • BNC Bancorp • National commercial banks • North Carolina
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 13th day of November, 2015, by and between HIGH POINT BANK CORPORATION, a Delaware corporation (“HPBC” and, unless the context otherwise requires, the term “HPBC” shall include HPBC and its wholly-owned subsidiary bank, HIGH POINT BANK AND TRUST COMPANY, a North Carolina bank (the “Bank”)), and BNC BANCORP, a North Carolina corporation (“BNC”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2013 • BNC Bancorp • National commercial banks • North Carolina
This EMPLOYMENT AGREEMENT by and between BNC Bancorp, a North Carolina corporation (“BNC Bancorp”), and Bank of North Carolina (“Bank of North Carolina”), a North Carolina-chartered bank and wholly owned subsidiary of BNC Bancorp. (BNC Bancorp and Bank of North Carolina, collectively, the “Company”) and Richard D. Callicutt (the “Executive”) is dated as of the 28 day of June 2013 (the “Agreement”).
Amendment of the Amended Employment AgreementEmployment Agreement • March 18th, 2013 • BNC Bancorp • National commercial banks
This Amendment of the Amended Employment Agreement (this “Amendment”) is entered into and shall be effective as of this 18th day of December, 2012, by and among BNC Bancorp, a North Carolina corporation (the “Corporation”), Bank of North Carolina, a North Carolina-chartered bank and wholly owned subsidiary of the Corporation (the “Bank”), and W. Swope Montgomery Jr. (the “Executive”).
AGREEMENT AND PLAN OF MERGER between VALLEY FINANCIAL CORPORATION and BNC BANCORPAgreement and Plan of Merger • November 17th, 2014 • BNC Bancorp • National commercial banks • North Carolina
AGREEMENT AND PLAN OF MERGER, dated as of November 17, 2014, (this “Agreement”), by and between VALLEY FINANCIAL CORPORATION (“Valley Financial”) and BNC BANCORP (“Buyer”).
Form of EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENTEmployee Restricted Stock Unit Award Agreement • November 9th, 2015 • BNC Bancorp • National commercial banks • North Carolina
THIS EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into effective as of [_______, 20__] (the “Effective Date”), by and between BNC Bancorp, a North Carolina corporation (the “Company”), and [Name of Employee] (“Participant”).
AGREEMENT AND PLAN OF MERGER by and among PINNACLE FINANCIAL PARTNERS, INC. BNC BANCORP and BLUE MERGER SUB, INC. Dated as of January 22, 2017Agreement and Plan of Merger • January 23rd, 2017 • BNC Bancorp • National commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 22, 2017 (this “Agreement”), by and among BNC BANCORP, a North Carolina corporation (“Target”), PINNACLE FINANCIAL PARTNERS, INC., a Tennessee corporation (“Parent”) and BLUE MERGER SUB, INC., a North Carolina corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”).
FORM OF NOTE]BNC Bancorp • September 26th, 2014 • National commercial banks
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A U.S. DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH U.S. DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
SECURITIES PURCHASE AGREEMENT AND AMENDMENT NUMBER 1 TO INVESTMENT AGREEMENTSecurities Purchase Agreement • June 6th, 2012 • BNC Bancorp • National commercial banks • New York
This Securities Purchase Agreement and Amendment Number 1 to the Investment Agreement by and between the Company and the Purchaser, dated June 14, 2010 (the “Investment Agreement”) (this “Agreement”) is dated as of May 31, 2012, between BNC Bancorp., a corporation organized under the laws of North Carolina (the “Company”), and Aquiline BNC Holdings LLC, a Delaware limited liability company (including its successors and assigns, the “Purchaser”).
Lessor) and BANK OF NORTH CAROLINA (Lessee)BNC Bancorp • June 13th, 2005 • National commercial banks • North Carolina
This Lease, dated as of the day of June 2005, by and between 1400 WESTGATE ASSOCIATES, L.L.C., a North Carolina Limited Liability Company with offices at 16 South Main Street; Post Office Box 1066; Lexington, North Carolina 27293-1066 (the “Lessor”) and Bank of North Carolina (the “Lessee”).
AMENDMENT NUMBER 2 TO THE INVESTMENT AGREEMENTInvestment Agreement • March 18th, 2013 • BNC Bancorp • National commercial banks
This Amendment Number 2 to the Investment Agreement by and between the Company and the Investor, dated June 14, 2010 and as amended on May 31, 2012 (the “Investment Agreement”) is dated as of February 7, 2013, between BNC Bancorp, a corporation organized under the laws of North Carolina (the “Company”), and Aquiline BNC Holdings LLC, a Delaware limited liability company (including its successors and assigns, the “Investor”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF BLUE RIDGE SAVINGS BANK, INC., ASHEVILLE, NORTH CAROLINA FEDERAL DEPOSIT INSURANCE CORPORATION AND BANK OF NORTH CAROLINA DATED AS OF...Purchase and Assumption Agreement • October 19th, 2011 • BNC Bancorp • National commercial banks
Module 1 – Whole Bank w/ Optional Shared Loss Agreements Blue Ridge Savings Bank, Inc. Version 3.2 – Purchase and Assumption Agreement Asheville, North Carolina July 15, 2011
