Southside Bancshares Inc Sample Contracts

SOUTHSIDE BANCSHARES, INC. (a Texas corporation) 1,900,000 Shares of Common Stock (Par Value $1.25 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • December 12th, 2016 • Southside Bancshares Inc • State commercial banks • New York
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WITNESSETH: I.
Deferred Compensation Agreement • March 14th, 2000 • Southside Bancshares Inc • State commercial banks
SOUTHSIDE BANCSHARES, INC., Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of ______________ Senior Securities
Indenture • April 28th, 2023 • Southside Bancshares Inc • State commercial banks • New York

THIS INDENTURE, dated as of _______________, between Southside Bancshares, Inc., a corporation duly organized and existing under the laws of Texas (herein called the “Company”), having its principal office as of the date hereof at 1201 South Beckham Avenue, Tyler, Texas 75701, and Wilmington Trust, National Association, a national banking association, duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • November 9th, 2020 • Southside Bancshares Inc • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 6, 2020, and is made by and among Southside Bancshares, Inc., a Texas corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 9th, 2020 • Southside Bancshares Inc • State commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of November 6, 2020 and is made by and among Southside Bancshares, Inc., a Texas corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

SOUTHSIDE BANCSHARES, INC. As Issuer, and UMB BANK, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of November 6, 2020 3.875% Fixed to Floating Rate Subordinated Notes due 2030
Indenture • November 9th, 2020 • Southside Bancshares Inc • State commercial banks • New York

This INDENTURE dated as of November 6, 2020 is between Southside Bancshares, Inc., a Texas corporation (the “Company”), and UMB Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

Southside Bancshares, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • September 19th, 2016 • Southside Bancshares Inc • State commercial banks • New York
AGREEMENT AND PLAN OF MERGER by and among SOUTHSIDE BANCSHARES, INC., ROCKET MERGER SUB, INC. and DIBOLL STATE BANCSHARES, INC. Dated as of June 12, 2017
Agreement and Plan of Merger • July 28th, 2017 • Southside Bancshares Inc • State commercial banks • Texas

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 12, 2017, by and among SOUTHSIDE BANCSHARES, INC., a Texas corporation (“Parent”), ROCKET MERGER SUB, INC., a Texas corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and DIBOLL STATE BANCSHARES, INC., a Texas corporation (“Company”). Certain capitalized terms have the meanings given to such terms in Section 9.9.

WITNESSETH: I.
Agreement • March 29th, 1996 • Southside Bancshares Inc • State commercial banks
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 27th, 2017 • Southside Bancshares Inc • State commercial banks • Texas

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made this 13th day of September, 2017 (the “Effective Date”), by and between Southside Bank (the “Bank”), Southside Bancshares, Inc. (the “Corporation”) and Tim Carter (the “Employee”). Throughout this Agreement, where applicable, Bank shall include the Corporation and any wholly-owned subsidiary of the Bank. This Agreement amends and restates that certain Employment Agreement between the Bank, the Corporation and Employee, which became effective as of December 17, 2014 (the “Existing Employment Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2018 • Southside Bancshares Inc • State commercial banks • Texas

THIS EMPLOYMENT AGREEMENT is made this 17th day of November, 2008 (“Effective Date”), by and between Southside Bank ("the Company”), and Brian McCabe (the “Employee”).

FIFTH AMENDMENT TO DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • August 13th, 2001 • Southside Bancshares Inc • State commercial banks
SOUTHSIDE BANK SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • October 19th, 2004 • Southside Bancshares Inc • State commercial banks • Texas

THIS AGREEMENT is made and entered into this 27th day of August, 2004, by and between SOUTHSIDE BANK, located in Tyler, Texas (the “Company”), and CHARLES E. DAWSON (the “Executive”).

DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • February 26th, 2021 • Southside Bancshares Inc • State commercial banks • Texas

This Agreement shall be binding upon and inure to the benefit of EXECUTIVE, his heirs and personal representative, and BANK and its successors and assigns and supersedes all prior agreements between EXECUTIVE and BANK regarding deferred compensation. It is specifically agreed that this is not a contract of employment between the parties hereto and nothing herein shall restrict the right of BANK to discharge EXECUTIVE, with or without cause, or restrict the right of EXECUTIVE to terminate his employment. However, termination of employment by EXECUTIVE prior to retirement for any reason not specifically entitling EXECUTIVE to compensation under the preceding terms of this Agreement shall terminate all obligations of BANK hereunder.

RETIREMENT AGREEMENT
Retirement Agreement • November 7th, 2008 • Southside Bancshares Inc • State commercial banks • Texas

This Retirement Agreement (this “Agreement”) is made and entered into this 7th day of November, 2008 by and between Southside Bank (the “Bank”), Southside Bancshares, Inc. (the “Company”), and B. G. Hartley (“Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 26th, 2018 • Southside Bancshares Inc • State commercial banks

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into by and between SOUTHSIDE BANK (the “Company”) and JULIE SHAMBURGER (the “Employee”), effective as of the date of execution.

SOUTHSIDE BANK SPLIT DOLLAR AGREEMENT
Southside Bank Split Dollar Agreement • October 19th, 2004 • Southside Bancshares Inc • State commercial banks • Texas

THIS AGREEMENT is made and entered into this 13th day of October, 2004, by and between SOUTHSIDE BANK, located in Tyler, Texas (the “Company”), and JERYL WAYNE STORY (the “Executive”).

KEY EMPLOYEE RETENTION AGREEMENT
Key Employee Retention Agreement • December 1st, 2017 • Southside Bancshares Inc • State commercial banks • Texas

THIS KEY EMPLOYEE RETENTION AGREEMENT (this “Agreement”), dated this 12th day of June, 2017 (the “Effective Date”), is entered into by and between Southside Bank (the “Bank”) and Hilliard J. Shands, III (“Employee”). For purposes of this Agreement, the Bank and Employee are referred to collectively as the “parties.”

Bank of America Plaza
Southside Bancshares Inc • September 8th, 2017 • State commercial banks

Re: Agreement and Plan of Merger by and among Southside Bancshares, Inc., Rocket Merger Sub, Inc., and Diboll State Bancshares, Inc.

DEFERRED COMPEN SATION AGREEMENT
Deferred Compen Sation Agreement • April 28th, 2017 • Southside Bancshares Inc • State commercial banks • Texas

This Agreement shall be binding upon and inure to the benefit of EXECUTIVE, his heirs and personal representative, and BANK and its successors and assigns and supersedes all prior agreements between EXECUTIVE and BANK regarding deferred compensation. It is specifically agreed that this is not a contract of employment between the parties hereto and nothing herein shall restrict the right of BANK to discharge EXECUTIVE, with or without cause, or restrict the right of EXECUTIVE to terminate his employment. However, termination of employment by EXECUTIVE prior to retirement for any reason not specifically entitling EXECUTIVE to compensation under the preceding terms of this Agreement shall terminate all obligations of BANK hereunder.

SOUTHSIDE BANK SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • February 26th, 2021 • Southside Bancshares Inc • State commercial banks • Texas

THIS AGREEMENT is made and entered into this 25th day of February, 2021, by and between SOUTHSIDE BANK, located in Tyler, Texas (the “Company”), and JULIE SHAMBURGER (the “Executive”).

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FIRST AMENDMENT TO DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • February 26th, 2021 • Southside Bancshares Inc • State commercial banks

THIS FIRST AMENDMENT TO DEFERRED COMPENSATION AGREEMENT (the “Amendment”) is entered into by and between SOUTHSIDE BANK (the “Company”) and JULIE SHAMBURGER (the “Executive”), effective as of the date of execution.

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Southside Bancshares Inc • July 18th, 2014 • State commercial banks

You have requested our opinion regarding certain U.S. federal income tax consequences of the mergers contemplated by the Agreement and Plan of Merger, dated as of April 28, 2014 (the "Plan of Merger"), by and among Southside Bancshares, Inc., a Texas corporation ("Parent"), Omega Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Parent ("Merger Sub"), and OmniAmerican Bancorp, Inc., a Maryland corporation ("Company"). Pursuant to the Plan of Merger, at the Effective Time, Merger Sub will merge with and into Company (the "First Merger"), with Company as the surviving corporation (the "Surviving Corporation"). Immediately after the First Merger, the Surviving Corporation will merge with and into Parent (the "Second Merger," and together with the First Merger, the "Mergers"), with Parent as the surviving corporation. All capitalized terms used but not defined herein shall have the meanings set forth in the Plan of Merger.

DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • April 28th, 2017 • Southside Bancshares Inc • State commercial banks • Texas

This Agreement shall be binding upon and inure to the benefit of EXECUTIVE, his heirs and personal representative, and BANK and its successors and assigns and supersedes all prior agreements between EXECUTIVE and BANK regarding deferred compensation. It is specifically agreed that this is not a contract of employment between the parties hereto and nothing herein shall restrict the right of BANK to discharge EXECUTIVE, with or without cause, or restrict the right of EXECUTIVE to terminate his employment. However, termination of employment by EXECUTIVE prior to retirement for any reason not specifically entitling EXECUTIVE to compensation under the preceding terms of this Agreement shall terminate all obligations of BANK hereunder.

RECITALS
Post Retirement Agreement • August 13th, 2001 • Southside Bancshares Inc • State commercial banks
MASTER SOFTWARE LICENSE
Master Software License • May 9th, 2008 • Southside Bancshares Inc • State commercial banks • Missouri
AGREEMENT AND PLAN OF MERGER by and among SOUTHSIDE BANCSHARES, INC., OMEGA MERGER SUB, INC. and OMNIAMERICAN BANCORP, INC. Dated as of April 28, 2014
Agreement and Plan of Merger • May 9th, 2014 • Southside Bancshares Inc • State commercial banks • Texas

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 28, 2014, by and among SOUTHSIDE BANCSHARES, INC., a Texas corporation (“Parent”), OMEGA MERGER SUB, INC., a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and OMNIAMERICAN BANCORP, INC., a Maryland corporation (“Company”). Certain capitalized terms have the meanings given to such terms in Article IX.

Agreement and Plan of Merger By and Among Southside Bancshares, Inc., Southside Merger Sub, Inc. and Fort Worth Bancshares, Inc. Dated as of May 17, 2007
Agreement and Plan of Merger • November 14th, 2007 • Southside Bancshares Inc • State commercial banks • Texas

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 17, 2007, by and among Southside Bancshares, Inc., a Texas corporation (“Parent”), Southside Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Fort Worth Bancshares, Inc., a Texas corporation (the “Company”).

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