PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF BANK OF FLORIDA — TAMPA BAY, TAMPA, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and EVERBANK DATED AS OF MAY 28, 2010Purchase and Assumption Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered
THIS AGREEMENT, made and entered into as of the 28th day of May, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF BANK OF FLORIDA — TAMPA BAY, TAMPA, FLORIDA (the “Receiver”), EVERBANK, organized under the laws of the United States of America, and having its principal place of business in JACKSONVILLE, FLORIDA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Florida
This Employment Agreement (“Agreement”) is made by and between EVERBANK FINANCIAL CORP (“Company”), a Florida corporation, and ROBERT M. CLEMENTS (“Employee”), a resident of the State of Florida, as of October 31, 2008 (the “Effective Date”), as amended and restated as of December 23, 2008.
LEASE AGREEMENT (CYPRESS POINT BUSINESS PARK)Lease Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Florida
THIS LEASE AGREEMENT (the “Lease”), made as of this 24th day of August, 2000, between HGL PROPERTIES L.P., LTD., a Florida limited partnership (the “Landlord”) with its place of business at 8120 Nations Way, Suite 202, Jacksonville, Florida 32256, and ALLIANCE MORTGAGE COMPANY, a Florida corporation (the “Tenant”) with its place of business at 8100 Nations Way, Jacksonville, Florida 32256.
LEASE AGREEMENT (CYPRESS POINT BUSINESS PARK)Lease Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Florida
THIS LEASE AGREEMENT (the “Lease”), made as of this 14th day of April, 1999, between HGL PROPERTIES L.P., LTD., a Florida limited partnership (the “Landlord”) with its place of business at 6602 Executive Park Court North, Suite 207, Jacksonville, Florida 32216, and ALLIANCE MORTGAGE COMPANY., a Florida corporation (the “Tenant”) with its place of business at 8100 Nations Way, Jacksonville, Florida 32256.
LEASE AGREEMENTLease Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Florida
THIS LEASE AGREEMENT (the “Lease”) is made as of the 30 day of September, 2003, between HGL PROPERTIES L.P. II, LTD., a Florida limited partnership (the “Landlord”), with its place of business at 8120 Nations Way, Suite 202, Jacksonville, Florida 32256, and FIRST ALLIANCE BANK, a Federal Savings Association (the “Tenant”), with its principal place of business at 8100 Nations Way, Jacksonville, Florida 32256.
Dear : This letter agreement amends the employment agreement dated , from EverBank Financial Corp (the “Employment Agreement”).Letter Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered
The purpose of this letter is to amend the Employment Agreement to reflect the legal requirements under Section 409A of the Internal Revenue Code and the applicable advice and regulations issued thereunder. Section 409A has a far-reaching impact on all types of deferred compensation plans. It covers not only traditional non-qualified deferred compensation plans, but also employment and severance arrangements. Section 409A applies to your Employment Agreement with the Company because you have certain continuing rights and benefits should your employment with the Company terminate under certain circumstances.
LEASE AGREEMENTLease Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Florida
THIS LEASE AGREEMENT (the “Lease”) is made as of this 14th day of May, 1998, between HGL PROPERTIES L.P. LTD., a Florida limited partnership (the “Landlord”), with its place of business at 6602 Executive Park Court North, Suite 207, Jacksonville, Florida 32216, and ALLIANCE MORTGAGE COMPANY, a Florida corporation (the “Tenant”), with its principal place of business at 4500 Salisbury Road, Jacksonville, Florida 32216.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Delaware
This Indemnification Agreement, dated as of [•] (this “Agreement”), is entered into by and between EverBank Financial Corp, a Delaware corporation (the “Company”), and [•] (the “Indemnitee”).
Dear : This letter agreement amends the employment agreement dated , from EverBank Financial Corp (the “Employment Agreement”).Letter Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered
The purpose of this letter is to amend the Employment Agreement to reflect the legal requirements under Section 409A of the Internal Revenue Code and the applicable advice and regulations issued thereunder. Section 409A has a far-reaching impact on all types of deferred compensation plans. It covers not only traditional non-qualified deferred compensation plans, but also employment and severance arrangements. Section 409A applies to your Employment Agreement with the Company because you have certain continuing rights and benefits should your employment with the Company terminate under certain circumstances.
ACQUISITION AGREEMENT AND PLAN OF MERGER by and among EVERBANK FINANCIAL CORP, TITAN MERGER SUB, INC., TYGRIS COMMERCIAL FINANCE GROUP, INC. and AQUILINE CAPITAL PARTNERS LLC, as Designated Monitor and solely for purposes of Sections 3.2, 3.7, 3.9,...Acquisition Agreement and Plan of Merger • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Delaware
This Acquisition Agreement and Plan of Merger, dated as of October 21, 2009 (this “Agreement”), is made by and among EverBank Financial Corp, a Florida corporation (“Parent”), Titan Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Tygris Commercial Finance Group, Inc., a Delaware corporation (the “Company”), and the Designated Monitor (as defined below), solely in its capacity as Designated Monitor of the Company Stockholders (as defined below) and solely for purposes of Sections 3.2, 3.7, 3.9, 3.13, Article V, 8.6, 8.7, 9.1, 9.8, 10.2, Article XII, 13.1, 13.3, 13.6, 14.3, 14.4, Article XV, Article XVI, Article XVII and Schedule V.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Florida
This Employment Agreement (“Agreement”) is made by and between EVERBANK FINANCIAL CORP (“Company”), a Florida corporation, and GARY A. MEEKS (“Employee”), a resident of the State of Florida, as of October 31, 2008 (the “Effective Date”), as amended and restated as of December 31, 2008.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 7th, 2011 • EverBank Financial Corp • Savings institution, federally chartered • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of [•], 2011 (this “Agreement”), is entered into by and between EverBank Financial Corp, a Florida corporation (“EverBank (FL)”), and EverBank Financial Corp, a Delaware corporation (“EverBank (DE)”). EverBank (FL) and EverBank (DE) are hereinafter sometimes collectively referred to as the “Constituent Corporations.”
