CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of the 1ST day of JANUARY, 2002, by and among BANK OF GRANITE CORPORATION (the "Corporation"), a Delaware corporation, or its...Change of Control Agreement • March 20th, 2002 • Bank of Granite Corp • State commercial banks • North Carolina
WITNESSETH:Employment and Noncompetition Agreement • March 22nd, 2001 • Bank of Granite Corp • State commercial banks • North Carolina
ARTICLE I DEFINITIONSBank of Granite Corp • January 7th, 2003 • State commercial banks
EMPLOYMENT AGREEMENT COUNTY OF MECKLENBURG THIS EMPLOYMENT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the "Agreement") is made and entered into as of the 16th day of July, 2003, by and among BANK OF GRANITE...Employment Agreement • November 14th, 2003 • Bank of Granite Corp • State commercial banks • North Carolina
Exhibit 10.7 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVE AGREEMENT THIS AGREEMENT is made and entered into this 15th day of November, 2001, by and between the Bank of Granite, a bank organized and existing under the laws of the State of North...Executive Supplemental Retirement Plan • March 20th, 2002 • Bank of Granite Corp • State commercial banks • North Carolina
Exhibit 10.6 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVE AGREEMENT THIS AGREEMENT is made and entered into this 15th day of November, 2001, by and between the Bank of Granite, a bank organized and existing under the laws of the State of North...Supplemental Retirement Plan • March 20th, 2002 • Bank of Granite Corp • State commercial banks • North Carolina
among BANK OF GRANITE CORPORATION Buyer GLL & ASSOCIATES, INC. the Company and THE SHAREHOLDERS OF GLL & ASSOCIATES, INC. SellersMerger Agreement • March 26th, 1998 • Bank of Granite Corp • State commercial banks • North Carolina
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 31st, 2010 • Bank of Granite Corp • State commercial banks • North Carolina
THIS CHANGE OF CONTROL AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of the 19th day of December, 2008 and among BANK OF GRANITE CORPORATION (the “Corporation”), a Delaware corporation, or its successors, the Corporation’s wholly-owned subsidiary BANK OF GRANITE (the “Bank”), a banking association organized under the laws of the state of North Carolina, or its successors (hereinafter the Corporation and the Bank, or their successors, are collectively referred to as the “Company”), and D. Mark Stephens (the “Officer”), an individual residing in Catawba County, North Carolina.
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 31st, 2009 • Bank of Granite Corp • State commercial banks • North Carolina
THIS CHANGE OF CONTROL AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of the 19th day of December, 2008 and among BANK OF GRANITE CORPORATION (the “Corporation”), a Delaware corporation, or its successors, the Corporation’s wholly-owned subsidiary BANK OF GRANITE (the “Bank”), a banking association organized under the laws of the state of North Carolina, or its successors (hereinafter the Corporation and the Bank, or their successors, are collectively referred to as the “Company”), and Samuel M. Black (the “Officer”), an individual residing in Mecklenburg County, North Carolina.
ContractBank of Granite Corp • June 17th, 2011 • State commercial banks
AMENDMENT NO. 1, dated as of June 16, 2011 (this “Amendment”), to that Agreement and Plan of Merger, dated as of April 26, 2011 (the “Agreement”), by and between FNB United Corp., a North Carolina corporation, Gamma Merger Corporation, a Delaware corporation and Bank of Granite Corporation, a Delaware corporation (collectively, the “Parties”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.
AGREEMENT AND PLAN OF MERGER dated April 26, 2011 by and among FNB UNITED CORP., GAMMA MERGER CORPORATION and BANK OF GRANITE CORPORATIONAgreement and Plan of Merger • April 27th, 2011 • Bank of Granite Corp • State commercial banks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated April 26, 2011 (this “Agreement”), is by and among FNB United Corp., a North Carolina corporation having its principal place of business at 150 South Fayetteville Street, Asheboro, North Carolina 27203 (“FNB”), Gamma Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of FNB (“Merger Sub”), and Bank of Granite Corporation, a Delaware corporation having its principal place of business at 23 North Main Street, Granite Falls, North Carolina 28630 (“Granite”). Certain capitalized terms used in this Agreement are defined in Section 1.01.
EXHIBIT 99.1 [X] PLEASE MARK VOTES REVOCABLE PROXY AS IN THIS EXAMPLE FIRST COMMERCE CORPORATIONBank of Granite Corp • April 1st, 2003 • State commercial banks
Please be sure to sign and date Date IF A PROXY IS RETURNED AND NO INSTRUCTIONS ARE GIVEN, THE this proxy in the box below. PROXY WILL BE VOTED FOR THE APPROVAL OF THE MERGER AGREEMENT, AS --------------- AMENDED, AND THE RELATED PLAN OF MERGER. If instructions are given with respect to the proposal, such instructions as are given will be followed. If any other business that falls within the purposes set forth in the Notice of Special Meeting is presented at the Special Meeting, this proxy shall be voted in accordance with the proxy committee's best judgment. -- Shareholder sign above -- Co-Holder (if any) sign above --
AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENTEmployment and Noncompetition Agreement • March 11th, 2004 • Bank of Granite Corp • State commercial banks • North Carolina
This AGREEMENT made this 1st day of May 2003 by and between GLL & Associates, Inc., a North Carolina corporation (the “Company”), and Gary L. Lackey (“Employee”) amends and restates in its entirety that certain Employment and Noncompetition Agreement dated June 1, 1999 between the Company and the Employee. In consideration of the mutual covenants expressed herein, the parties agree for themselves, their heirs, successors and assigns, as follows:
MERGER AGREEMENT by and between BANK OF GRANITE CORPORATION and FIRST COMMERCE CORPORATION Dated as of December 18, 2002Merger Agreement • December 18th, 2002 • Bank of Granite Corp • State commercial banks • North Carolina
BANK OF GRANITE CORPORATION, a Delaware corporation and a holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (the “Buyer”); and
SPECIAL RETENTION AWARD AGREEMENTSpecial Retention Award Agreement • March 31st, 2010 • Bank of Granite Corp • State commercial banks • North Carolina
This Special Retention Award Agreement (the “Agreement”), made and entered into this 23rd day of October 2009, is by and between Bank of Granite, a bank organized and existing under the laws of the State of North Carolina (the “Bank” ) and D. Mark Stephens (“Employee”), an employee of the Bank.
AMENDMENT TO MERGER AGREEMENTMerger Agreement • January 23rd, 2003 • Bank of Granite Corp • State commercial banks • North Carolina
BANK OF GRANITE CORPORATION, a Delaware corporation and a holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (the “Buyer”); and
ContractChange of Control Agreement • August 6th, 2004 • Bank of Granite Corp • State commercial banks • North Carolina
THIS CHANGE OF CONTROL AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of the 22 day of June , 2004 , by and among BANK OF GRANITE CORPORATION (the “Corporation”), a Delaware corporation, or its successors, the Corporation’s wholly-owned subsidiary BANK OF GRANITE (the “Bank”), a banking association organized under the laws of the state of North Carolina, or its successors, (hereinafter the Corporation and the Bank, or their successors, are collectively referred to as the “Company”), and R. SCOTT ANDERSON (the “Officer”), an individual residing in Catawba County, North Carolina.
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENTExecutive Supplemental Retirement • March 14th, 2006 • Bank of Granite Corp • State commercial banks • North Carolina
THIS AGREEMENT is made and entered into this 30th day of March , 2005, by and between the Bank of Granite, a bank organized and existing under the laws of the State of North Carolina (hereinafter referred to as the “Bank”), and R. Scott Anderson, an Executive of the Bank (hereinafter referred to as the “Executive”).
STATE OF NORTH CAROLINA COUNTY OF CALDWELLChange of Control Agreement • March 15th, 2007 • Bank of Granite Corp • State commercial banks • North Carolina
THIS CHANGE OF CONTROL AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of the 1st day of January, 2002, by and among BANK OF GRANITE CORPORATION (the “Corporation”), a Delaware corporation, or its successors, the Corporation’s wholly-owned subsidiary BANK OF GRANITE (the “Bank”), a banking association organized under the laws of the state of North Carolina, or its successors, (hereinafter the Corporation and the Bank, or their successors, are collectively referred to as the “Company”), and D. MARK STEPHENS (the “Officer”), an individual residing in Catawba County, North Carolina.
CONSULTING AGREEMENTConsulting Agreement • December 22nd, 2005 • Bank of Granite Corp • State commercial banks • North Carolina
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of December 19, 2005, is by and between Bank of Granite (the “Company”), Bank of Granite Corporation, the holder of all outstanding stock of the Company (the “Parent”) and John A. Forlines, Jr. (“Consultant”).
STATE OF NORTH CAROLINA ) COUNTY OF FORSYTH ) SEVERANCE AGREEMENT AND RELEASE IN FULL Gary L. Lackey ) and ) GRANITE MORTGAGE CO. )Bank of Granite Corp • February 27th, 2009 • State commercial banks
Gary L. Lackey (“Mr. Lackey”) and Granite Mortgage Company (“the Company”), in consideration of the mutual promises hereinafter exchanged, agree as follows:
FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C.Bank of Granite Corp • September 4th, 2009 • State commercial banks
Subject to the acceptance of this STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO CEASE AND DESIST (“CONSENT AGREEMENT”) by the Federal Deposit Insurance Corporation (“FDIC”), it is hereby stipulated and agreed by and between a representative of the Legal Division of the FDIC, the North Carolina Commissioner of Banks (the “Commissioner”), and BANK OF GRANITE, Granite Falls, North Carolina (“Bank”), through its board of directors, as follows:
FORM OF AMENDED AND RESTATED BANK OF GRANITE SALARY CONTINUATION PLANParticipation Agreement • March 31st, 2009 • Bank of Granite Corp • State commercial banks • North Carolina
THIS PLAN is made and entered into this 1st day of January, 2008, by and between Bank of Granite, a bank organized and existing under the laws of the State of North Carolina (hereinafter referred to as the “Bank”), and certain Executives of the Bank (hereinafter referred to as the “Participant”), who are members of a select group of management and highly compensated employees of the Bank. This Plan shall amend and restate the Executive Supplemental Retirement Plan Executive Agreement previously agreed to between the Participant and the Bank.
AMENDMENT TO THE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVE AGREEMENT EFFECTIVE AUGUST 9, 2001Supplemental Retirement Plan Executive Agreement • March 15th, 2007 • Bank of Granite Corp • State commercial banks • North Carolina
THIS AMENDMENT, made and entered into this 5th day of July, 2005, by and between Bank of Granite, a bank organized and existing under the laws of the State of North Carolina, (hereinafter referred to as the “Bank”), and D. Mark Stephens, an Executive of the Bank, (hereinafter referred to as the “Executive”), shall effectively amend the Executive Supplemental Retirement Plan Agreement effective August 9, 2001 as follows:
