AGREEMENT AND PLAN OF MERGER among GREEN BANCORP, INC., SEARCHLIGHT MERGER SUB CORP. and SP BANCORP, INC. Dated as of May 5, 2014Agreement and Plan of Merger • May 9th, 2014 • SP Bancorp, Inc. • Savings institution, federally chartered • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 5, 2014, among GREEN BANCORP, INC., a Texas corporation (“Parent”), SEARCHLIGHT MERGER SUB CORP., a Maryland corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and SP BANCORP, INC., a Maryland corporation (the “Company”).
Up to 1,725,000 Shares (subject to increase up to 1,983,750 shares) SP Bancorp, Inc. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENTAgency Agreement • July 2nd, 2010 • SP Bancorp, Inc. • New York
RP® FINANCIAL, LC. Serving the Financial Services Industry Since 1988SP Bancorp, Inc. • July 2nd, 2010
This letter sets forth the agreement between SharePlus Federal Bank, Plano, Texas (the “Bank”), and RP® Financial, LC. (“RP Financial”) for the independent appraisal services in connection with the stock to be issued concurrent with the mutual-to-stock conversion transaction and holding company reorganization. The specific appraisal services to be rendered by RP Financial are described below.
NON-EMPLOYEE DIRECTOR CIC SEVERANCE AGREEMENT CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 28th, 2014 • SP Bancorp, Inc. • Savings institution, federally chartered • Texas
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between SP Bancorp, Inc., a Maryland corporation (the “Company”) and (the “Director”), effective as of , 20 (the “Effective Date”).
FELDMAN FINANCIAL ADVISORS, INC.Letter Agreement • July 2nd, 2010 • SP Bancorp, Inc.
This letter agreement (“Agreement”) describes the terms under which Feldman Financial Advisors, Inc. (“Feldman Financial”) will assist SharePlus Federal Bank (“SharePlus” or the “Bank”) with the business plan (“Business Plan”) to be submitted to regulatory authorities in conjunction with the Bank’s conversion from a mutual savings institution to a stock savings institution, the concurrent stock offering by the Bank’s holding company, and infusion of a portion of the net offering proceeds as capital into SharePlus. The services that we will provide and our fees for this proposal are explained in this Agreement.
RESTRICTED STOCK AWARD Granted by SP BANCORP, INC. under the SP BANCORP, INC.2012 Equity Incentive Plan • May 8th, 2013 • SP Bancorp, Inc. • Savings institution, federally chartered • Texas
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of SP Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in
EXECUTIVE CIC SEVERANCE AGREEMENT CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 28th, 2014 • SP Bancorp, Inc. • Savings institution, federally chartered • Texas
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between SP Bancorp, Inc., a Maryland corporation (the “Company”) and (the “Executive”), effective as of (the “Effective Date”).
FORM OF] VOTING AGREEMENTVoting Agreement • May 9th, 2014 • SP Bancorp, Inc. • Savings institution, federally chartered • Delaware
VOTING AGREEMENT, dated as of [—], 2014 (this “Agreement”), by and between Green Bancorp, Inc. (“Parent”), a Texas corporation, and [—] (the “Stockholder”).
STOCK OPTION Granted by SP BANCORP, INC. under the SP BANCORP, INC.Equity Incentive Plan • May 8th, 2013 • SP Bancorp, Inc. • Savings institution, federally chartered
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2012 Equity Incentive Plan (the “Plan”) of SP Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.
