First National Corp /Va/ Sample Contracts

RECITALS
Employment Agreement • March 31st, 2003 • First National Corp /Va/ • State commercial banks
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PURCHASE AND ASSUMPTION AGREEMENT dated as of November 18, 2014 between BANK OF AMERICA, NATIONAL ASSOCIATION and FIRST BANK
Purchase and Assumption Agreement • November 19th, 2014 • First National Corp /Va/ • State commercial banks • New York

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of November 18, 2014 (this “Agreement”), between Bank of America, National Association, a national banking association, organized under the laws of the United States, with its principal office located in Charlotte, North Carolina (“Seller”), and First Bank, a state-chartered banking corporation, organized under the laws of Virginia, with its principal office located in Strasburg, Virginia (“Purchaser”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2006 • First National Corp /Va/ • State commercial banks

THIS EMPLOYMENT AGREEMENT is made and entered into as of the 27th day of January, 2004 by and between FIRST NATIONAL CORPORATION, a Virginia corporation, hereinafter called the “Corporation”, and M. SHANE BELL hereinafter called “Employee”, and provides as follows:

FIRST NATIONAL CORPORATION (a Virginia corporation) 13,900 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A
Underwriting Agreement • August 21st, 2012 • First National Corp /Va/ • State commercial banks • New York

First National Corporation, a Virginia corporation (the “Company”), First Bank (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, par value $1.25 per share, of the Company (the “Series A Preferred Stock”) and Fixed Rate Cumulative Perpetual Preferred Stock, Series B, par value $1.25 per share, of the

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2007 • First National Corp /Va/ • State commercial banks

THIS EMPLOYMENT AGREEMENT, made and entered into as of the first day of October, 2002, and hereby amended and restated as of the first day of June, 2007, by and between FIRST NATIONAL CORPORATION, a Virginia corporation, hereinafter called the “Corporation”, and J. ANDREW HERSHEY hereinafter called “Employee”, and provides as follows:

SUBORDINATED LOAN AGREEMENT
Subordinated Loan Agreement • November 5th, 2015 • First National Corp /Va/ • State commercial banks • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2007 • First National Corp /Va/ • State commercial banks

THIS EMPLOYMENT AGREEMENT, as hereby amended and restated, is made by and between FIRST NATIONAL CORPORATION, a Virginia corporation (First National Corporation and its wholly owned subsidiary, First Bank, hereinafter referred to as the “Bank”), and Marshall J. Beverley, Jr. (the “Employee”), and provides as follows:

AGREEMENT AND PLAN OF MERGER By And Between FIRST NATIONAL CORPORATION And TOUCHSTONE BANKSHARES, INC. Dated as of March 25, 2024
Agreement and Plan of Merger • March 26th, 2024 • First National Corp /Va/ • State commercial banks • Virginia

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 25, 2024, is by and between First National Corporation, a Virginia corporation (“FXNC”), and Touchstone Bankshares, Inc., a Virginia corporation (“Touchstone”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.

AGREEMENT AND PLAN OF MERGER By And Between FIRST NATIONAL CORPORATION, FIRST BANK and THE BANK OF FINCASTLE Dated as of February 18, 2021
Employment Agreement • February 18th, 2021 • First National Corp /Va/ • State commercial banks • Virginia

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 18, 2021, is by and between First National Corporation, a Virginia corporation (“Parent”), First Bank, a Virginia state-chartered member bank and wholly-owned subsidiary of Parent (“First Bank”), and The Bank of Fincastle, a Virginia state-chartered commercial bank (“BFTL”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN PARTICIPATION AGREEMENT
Supplemental Executive Retirement Plan • March 21st, 2019 • First National Corp /Va/ • State commercial banks

I, DENNIS DYSART, and First Bank hereby agree, for good and valuable consideration, the value of which is hereby acknowledged, that I shall participate in the Supplemental Executive Retirement Plan (“Plan”) established as of March 1, 2019, by First Bank, as such Plan may now exist or hereafter be modified, and do further agree to the terms and conditions thereof. I understand that I must execute this Supplemental Executive Retirement Plan Participation Agreement (“Participation Agreement”) as well as notify the Administrator of such execution in order to participate in the Plan. I acknowledge that I have been given a copy of the Plan document along with this Participation Agreement. The provisions of the Plan are incorporated herein by reference. In the event of an inconsistency between the terms of this Participation Agreement and the Plan, the terms of the Plan shall control, except to the extent that the Plan provides that the Participation Agreement shall control.

EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2004 • First National Corp /Va/ • State commercial banks

THIS EMPLOYMENT AGREEMENT is made and entered into as of the first day of October, 2002 by and between FIRST NATIONAL CORPORATION, a Virginia corporation, hereinafter called the "Corporation", and J. ANDREW HERSHEY hereinafter called "Employee", and provides as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2011 • First National Corp /Va/ • State commercial banks

THIS EMPLOYMENT AGREEMENT made and entered into as of the 9th day of May, 2011, by and between FIRST NATIONAL CORPORATION, a Virginia corporation, hereinafter called the "Corporation", and SCOTT C. HARVARD hereinafter called "Employee", and provides as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • May 22nd, 2014 • First National Corp /Va/ • State commercial banks

THIS EMPLOYMENT AGREEMENT made and entered into as of the 20th day of May, 2014, by and between FIRST NATIONAL CORPORATION, a Virginia corporation, hereinafter called the "Corporation", and SCOTT C. HARVARD hereinafter called "Employee" (collectively “the Parties”), and provides as follows:

FIRST NATIONAL CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 15th, 2015 • First National Corp /Va/ • State commercial banks • Virginia

This Restricted Stock Unit Agreement (the “Agreement”), dated as of , by and between First National Corporation (the “Company”) and evidences the grant on by the Company of an award of restricted stock units (the “Restricted Stock Unit Award”) to you and your acceptance of the Restricted Stock Unit Award.

FIRST NATIONAL CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 13th, 2023 • First National Corp /Va/ • State commercial banks • Virginia

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of the __ day of _____, 20__, by and between FIRST NATIONAL CORPORATION, a Virginia corporation (the “Company”), and _________ evidences the grant on ___________, 20__ (“Award Date”) by the Company of an award of restricted stock units (the “Restricted Stock Unit Award”) to you and your acceptance of the Restricted Stock Unit Award.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN PARTICIPATION AGREEMENT
Supplemental Executive Retirement Plan • March 21st, 2019 • First National Corp /Va/ • State commercial banks

I, SCOTT HARVARD, and First Bank hereby agree, for good and valuable consideration, the value of which is hereby acknowledged, that I shall participate in the Supplemental Executive Retirement Plan (“Plan”) established as of March 1, 2019, by First Bank, as such Plan may now exist or hereafter be modified, and do further agree to the terms and conditions thereof. I understand that I must execute this Supplemental Executive Retirement Plan Participation Agreement (“Participation Agreement”) as well as notify the Administrator of such execution in order to participate in the Plan. I acknowledge that I have been given a copy of the Plan document along with this Participation Agreement. The provisions of the Plan are incorporated herein by reference. In the event of an inconsistency between the terms of this Participation Agreement and the Plan, the terms of the Plan shall control, except to the extent that the Plan provides that the Participation Agreement shall control.

AMENDMENT TO EMPLOYMENT AGREEMENTS MESSR. BEVERLEY
First National Corp /Va/ • March 30th, 2009 • State commercial banks

By signing below, each of the undersigned executives agrees to the following amendment to his employment agreement with First National Corporation. The amendments reflect Final Treasury Regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and technical corrections thereto. This amendment may be executed in counterparts.

FIRST BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective March 1, 2019
Supplemental Executive Retirement Plan • March 21st, 2019 • First National Corp /Va/ • State commercial banks

This Supplemental Executive Retirement Plan (the “Plan”) is effective as of the 1st day of March, 2019. This Plan formalizes the agreements by and between First Bank (the “Bank”), a state chartered commercial bank with its principal place of business in Strasburg, Virginia, and one or more key employees, hereinafter referred to as “Executive(s)”, who have been selected and approved by the Bank to participate in this Plan and who have evidenced their participation by execution of a Supplemental Executive Retirement Plan Participation Agreement (“Participation Agreement”) in a form provided by the Bank. This Plan is intended to comply with Internal Revenue Code (“Code”) Section 409A and any regulatory or other guidance issued under such Section and all sections of the Plan shall be construed in a manner consistent with such intent.

FIRST NATIONAL CORPORATION DIRECTOR STOCK AWARD AGREEMENT
First National Corporation • November 13th, 2023 • First National Corp /Va/ • State commercial banks • Virginia

This Stock Award Agreement (the “Agreement”), dated as of [_____ __, _____], by and between First National Corporation (the “Company”) and [Recipient] evidences the grant on [________ __, ____] (the “Grant Date”) by the Company of an award of common stock (the “Stock Award”) to you and your acceptance of the Stock Award.

AMENDMENT TO EMPLOYMENT AGREEMENTS MESSRS. BELL, DYSART, HERSHEY, AND SMITH
First National Corp /Va/ • March 30th, 2009 • State commercial banks

By signing below, each of the undersigned executives agrees to the following amendment to his employment agreement with First National Corporation. The amendments reflect Final Treasury Regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and technical corrections thereto. This amendment may be executed in counterparts.

UNITED STATES DEPARTMENT OF THE TREASURY Washington, D.C. 20220 March 13, 2009
First National Corp /Va/ • March 17th, 2009 • State commercial banks

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

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Form of Consent Letter
Securities Purchase Agreement • March 17th, 2009 • First National Corp /Va/ • State commercial banks

First National Corporation (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Securities Purchase Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company's participation in the Treasury's TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • May 8th, 2012 • First National Corp /Va/ • State commercial banks • New Jersey

THIS SUBSCRIPTION AGENT AGREEMENT (“Agreement”) between First National Corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Agent”), is dated as of May 1, 2012.

PURCHASE AND ASSUMPTION AGREEMENT Between STELLARONE BANK (“Seller”) and FIRST BANK (“Purchaser”)
Purchase and Assumption Agreement • July 13th, 2009 • First National Corp /Va/ • State commercial banks • Virginia

THIS PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of July 10, 2009 between STELLARONE BANK, a Virginia banking corporation having its principal offices in Charlottesville, Virginia (“Seller”), and FIRST BANK, a Virginia banking corporation having its principal offices in Strasburg, Virginia (“Purchaser”):

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