0001193125-07-106272 Sample Contracts

April 29, 2005
Encore Bancshares Inc • May 8th, 2007 • Texas

In connection with the Stock Purchase Agreement between Encore Bancshares, Inc. (“Encore”) and Linscomb & Williams, Inc. (“L&W”) dated April 22, 2005 (“Stock Purchase Agreement”), Encore is pleased to offer you employment in the position of Vice President with its subsidiary, L&W (which, together with any successor entity to L&W, shall be referred to herein as the “Employing Entity”).

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ENCORE BANCSHARES INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 8th, 2007 • Encore Bancshares Inc • Texas

Holder has been serving as a key employee, director or consultant of the Company and/or its subsidiaries. In recognition of past service and in order to encourage Holder to remain with the Company and its subsidiaries (“the Group”) and devote his or her best efforts to its affairs, thereby advancing the interests of the Company and its shareholders, the Company and Holder, as set forth in the attached Notice of Restricted Stock Award (“Notice”) agree as follows:

April 29, 2005
Agreement • May 8th, 2007 • Encore Bancshares Inc • Texas

In connection with the Stock Purchase Agreement between Encore Bancshares, Inc. (“Encore”) and Linscomb & Williams, Inc. (“L&W”) dated April 22, 2005 (“Stock Purchase Agreement”), Encore is pleased to offer you employment in the position of President with its subsidiary, L&W (which, together with any successor entity to L&W, shall be referred to herein as the “Employing Entity”).

AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 8th, 2007 • Encore Bancshares Inc • Texas

This Amendment to Stock Purchase Agreement (“Amendment”) amends that certain Stock Purchase Agreement by and among Encore Bancshares, Inc. (“Encore”), National Fiduciary Services, N.A. (“NFS”) and William E. Mercer and Kathleen K. Mercer (collectively referred to as “Mercer”) dated as of September 21, 2004 (“Stock Purchase Agreement”).

AGREEMENT AND PLAN OF REORGANIZATION by and between ENCORE BANCSHARES, INC. and LINSCOMB & WILLIAMS, INC. Dated as of August 29, 2005
Agreement and Plan of Reorganization • May 8th, 2007 • Encore Bancshares Inc • Texas

This Agreement and Plan of Reorganization (“Agreement”) dated as of August 29, 2005 is by and between Encore Bancshares, Inc. (“Bancshares”), a Texas corporation and registered thrift holding company under the Home Owner’s Loan Act, as amended (“HOLA”) and Linscomb & Williams, Inc. (“L&W”), a Texas corporation, and is joined as parties by the undersigned shareholders of L&W (the “Shareholders”) and Encore Facilitation, Inc., a newly chartered corporate subsidiary of Bancshares (“New Sub”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 8th, 2007 • Encore Bancshares Inc • Texas

This Executive Employment Agreement (hereinafter designated “Agreement”) is made and entered into by and between WILLIAM REED MORAW (hereinafter designated “Employee”), an individual residing in Houston, Texas, and TOWN & COUNTRY INSURANCE AGENCY, INC. (hereinafter designated “Company” or “T&C”), an insurance producer business. T&C is a fully owned subsidiary of Encore Bank.

STOCK PURCHASE AGREEMENT among REGIONS BANK “Purchaser,” ENCORE TRUST COMPANY, NATIONAL ASSOCIATION “Encore Trust” and RF TRUST COMPANY, INC. “Company” Dated as of June 28, 2006
Stock Purchase Agreement • May 8th, 2007 • Encore Bancshares Inc • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2006, among Regions Bank, an Alabama chartered commercial bank (“Purchaser”), Encore Trust Company, National Association, a national trust association limited to trust powers (“Encore Trust” or “Seller”), and RF Trust Company, Inc., an Alabama trust company (“Company”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN ENCORE BANCSHARES, INC. AND LINSCOMB & WILLIAMS, INC.
To Agreement • May 8th, 2007 • Encore Bancshares Inc

The following provisions are intended to amend the Agreement by and between ENCORE BANCSHARES, INC. and LINSCOMB & WILLIAMS, INC. dated August 29, 2005 (“Agreement”). Except as modified below, all terms and conditions of the Agreement shall remain in full force and effect.

SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN ENCORE BANCSHARES, INC. AND LINSCOMB & WILLIAMS, INC.
Agreement and Plan of Reorganization • May 8th, 2007 • Encore Bancshares Inc • Texas

WHEREAS, Encore Bancshares, Inc. (“Bancshares”), a Texas corporation and Linscomb & Williams, Inc., a Texas corporation (“L&W”) entered into the Agreement and Plan of Reorganization dated as of August 29, 2005, as amended (“Agreement”); and

STOCK PURCHASE AGREEMENT FOR THE ACQUISITION OF ALL OF THE SHARES OF CAPITAL STOCK OF NATIONAL FIDUCIARY SERVICES, N.A. AND MEMORIAL FUNDING, INC. by ENCORE BANCSHARES, INC. Dated as of September 21, 2004
Stock Purchase Agreement • May 8th, 2007 • Encore Bancshares Inc • Texas

This Agreement dated as of September 21, 2004 is by and among Encore Bancshares, Inc. (“Bancshares”), a Texas corporation and registered thrift holding company under the Home Owners’ Loan Act, as amended, National Fiduciary Services, N.A. (“NFS”), a national banking association limited to trust powers, Memorial Funding, Inc. (“Memorial”), a Texas corporation, and William E. Mercer and Kathleen K. Mercer (collectively referred to as “Mercer”), residents of Harris County, Texas.

PURCHASE AGREEMENT FOR THE ACQUISITION OF ALL OF THE SHARES OF CAPITAL STOCK AND INTANGIBLES OF TOWN & COUNTRY INSURANCE AGENCY, INC. BY ENCORE BANK
Purchase Agreement • May 8th, 2007 • Encore Bancshares Inc • Texas

This Agreement is made and entered into on the 25th day of February, 2004, by and among: Encore Bank, a federal savings bank (hereinafter sometimes referred to as “Encore” or the “Purchaser”), having its principal place of business at 1220 Augusta Drive, Houston, Texas 77057; Town & Country Insurance Agency, Inc., a Texas corporation (hereinafter sometimes referred to as the “Corporation”), having its principal place of business at 10575 Katy Freeway, Suite 150, Houston, Texas, 77024; and all of the Corporation’s stockholders: Raymond L. Nelson (“Nelson”), residing at 13808 Stampford Drive, Houston, Texas 77077; and Robert M. Rathbun (“Rathbun”), residing at 18010 Mountfield, Houston, Texas 77084; (Nelson and Rathbun are hereinafter sometimes collectively referred to as the “Sellers” and each as a “Seller”).

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