First Indiana Corp Sample Contracts

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EXECUTION VERSION TRUST AND ASSET MANAGEMENT BUSINESS ASSET PURCHASE AGREEMENT BY AND AMONG MARSHALL & ILSLEY TRUST COMPANY N.A., FIRST INDIANA BANK, N.A.
Asset Purchase Agreement • October 24th, 2005 • First Indiana Corp • Savings institution, federally chartered • Indiana
WITNESSETH:
Supplemental Benefit Plan Plan Agreement • October 22nd, 2004 • First Indiana Corp • Savings institution, federally chartered
FIRST INDIANA CORPORATION 2002 STOCK INCENTIVE PLAN Restricted Stock Agreement
Restricted Stock Agreement • December 27th, 2004 • First Indiana Corp • Savings institution, federally chartered

The Compensation Committee of First Indiana Corporation and its Subsidiaries (collectively, the “Employers”) hereby awards Restricted Shares of the Corporation’s Common Stock to David A. Lindsey (the “Grantee”) upon the following terms and conditions:

EMPLOYMENT AGREEMENT
Employment Agreement • September 19th, 2006 • First Indiana Corp • Savings institution, federally chartered • Indiana

THIS AGREEMENT, entered into as of the 3rd day of January, 2006, by and between First Indiana Bank, N.A. (the “Bank”), and Tim S. Massey (the “Executive”) (hereinafter collectively referred to as “the parties”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 26th, 2004 • First Indiana Corp • Savings institution, federally chartered • Indiana

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into on this 25th day of October, 2004, by and between Somerset CPAs, P.C., an Indiana professional corporation (the “Buyer”) and Somerset Financial Services, L.L.C., an Indiana limited liability company (the “Seller”).

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • July 11th, 2007 • First Indiana Corp • Savings institution, federally chartered

FIRST INDIANA CORPORATION; an Indiana corporation (the “Company”), and NATIONAL CITY BANK, as successor rights agent (the “Rights Agent”), hereby amend the Rights Agreement dated as of November 14, 1997, as previously amended effective May 8, 2002 (the “Rights Agreement”), pursuant to Section 27 thereof as follows:

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 6th, 2002 • First Indiana Corp • Savings institution, federally chartered • Indiana
FIRST INDIANA CORPORATION Deferred Share Agreement
First Indiana Corp • March 2nd, 2006 • Savings institution, federally chartered

First Indiana Corporation (the “Corporation”) and its Subsidiaries (collectively, the “Employers”) hereby award Deferred Shares of the Corporation’s Common Stock to (the “Grantee”) upon the following terms and conditions.

AGREEMENT FOR PURCHASE AND SALE OF SERVICING
Agreement for Purchase and Sale of Servicing • April 4th, 2005 • First Indiana Corp • Savings institution, federally chartered • Florida

THIS AGREEMENT FOR PURCHASE AND SALE OF SERVICING (this “Agreement”) is dated as of the 29th day of March, 2005, between EVERBANK, a federal savings bank (“Purchaser”), whose address is 8100 Nations Way, Jacksonville, Florida 32256, and FIRST INDIANABANK, N.A., a national banking association (“Seller”), whose mailing address is 135 North Pennsylvania Street, Indianapolis, Indiana 46204. All defined terms utilized herein shall have the meaning assigned thereto in the Definitions below.

EMPLOYMENT CONTINUATION AGREEMENT
Employment Continuation Agreement • March 3rd, 2004 • First Indiana Corp • Savings institution, federally chartered • Indiana

This Employment Continuation Agreement (the “Agreement”) is entered into as of the 29th day of December, 2003 by and between First Indiana Corporation (“FIC”), an Indiana corporation, and First Indiana Bank, N.A. (“FIB”), a national banking association organized and existing under the laws of the United States (collectively, “First Indiana”), on the one hand, and Owen B. Melton, Jr. (“Executive”), on the other hand.

FIRST INDIANA CORPORATION Deferred Share Agreement
First Indiana Corp • March 2nd, 2006 • Savings institution, federally chartered

First Indiana Corporation (the “Corporation”) hereby awards Deferred Shares of the Corporation’s Common Stock to (the “Grantee”) upon the following terms and conditions.

FIRST INDIANA CORPORATION Restricted Stock Agreement
Restricted Stock Agreement • January 5th, 2006 • First Indiana Corp • Savings institution, federally chartered

The Compensation Committee of First Indiana Corporation and its Subsidiaries (collectively, the “Employers”) hereby awards Restricted Shares of the Corporation’s Common Stock to Reagan K. Rick (the “Grantee”) upon the following terms and conditions:

RETIREMENT AGREEMENT
Retirement Agreement • September 25th, 2006 • First Indiana Corp • Savings institution, federally chartered • Indiana

THIS RETIREMENT AGREEMENT (this “Agreement”) is made and entered into by and between First Indiana Bank, N.A. (“Bank”) and David A. Lindsey (“Employee”), an Indiana resident (collectively, the “Parties”).

AGREEMENT AND PLAN OF MERGER AMONG MARSHALL & ILSLEY CORPORATION, FIC ACQUISITION CORPORATION AND FIRST INDIANA CORPORATION Dated as of July 8, 2007
Agreement and Plan of Merger • July 9th, 2007 • First Indiana Corp • Savings institution, federally chartered • Indiana

AGREEMENT AND PLAN OF MERGER, dated as of July 8, 2007 (this “Agreement”), among MARSHALL & ILSLEY CORPORATION, a Wisconsin corporation (the “Company”), FIC ACQUISITION CORPORATION, a Wisconsin corporation (the “Merger Sub”), and FIRST INDIANA CORPORATION, an Indiana corporation (the “Seller”). Capitalized terms used herein without definition are defined in the Sections of this Agreement specified in the index of defined terms attached hereto.

FIRST INDIANA CORPORATION SUPPLEMENTAL BENEFIT PLAN PLAN AGREEMENT
Supplemental Benefit Plan • January 5th, 2006 • First Indiana Corp • Savings institution, federally chartered

THIS AGREEMENT is made as of the 3rd day of January, 2006, by and between First Indiana Bank (hereinafter referred to as the “Employer”) and Reagan K. Rick, (hereinafter referred to as the “Employee”).

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FIRST INDIANA CORPORATION Restricted Stock Agreement
Restricted Stock Agreement • March 2nd, 2006 • First Indiana Corp • Savings institution, federally chartered

First Indiana Corporation (the “Corporation”) and its Subsidiaries (collectively, the “Employers”) hereby awards Restricted Shares of the Corporation’s Common Stock to (the “Grantee”) upon the following terms and conditions.

TECHNOLOGY OUTSOURCING AGREEMENT
Technology Outsourcing Agreement • March 2nd, 2006 • First Indiana Corp • Savings institution, federally chartered • Wisconsin

This Master Agreement is made as of the ____ day of October, 2005 (the “Effective Date”), by and between First Indiana Bank, N.A., a national banking association (“Client”), and Metavante Corporation, a Wisconsin corporation (“Metavante”).

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • May 13th, 2002 • First Indiana Corp • Savings institution, federally chartered

FIRST INDIANA CORPORATION; an Indiana corporation (the “Company”), and NATIONAL CITY BANK, as successor rights agent (the “Rights Agent”), hereby amend the Rights Agreement dated as of November 14, 1997 (the “Rights Agreement”) pursuant to Section 27 thereof as follows:

STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • July 9th, 2007 • First Indiana Corp • Savings institution, federally chartered • Indiana

STOCKHOLDER VOTING AGREEMENT, dated as of July 8, 2007 (this “Agreement”), among Marshall & Ilsley Corporation, a Wisconsin corporation (the “Company”), and the persons listed on Schedule I attached hereto (each, a “Stockholder,” and collectively, the “Stockholders”).

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