AGREEMENT AND PLAN OF MERGER by and between CAPSTAR FINANCIAL HOLDINGS, INC., and OLD NATIONAL BANCORP Dated as of October 26, 2023Agreement and Plan of Merger • October 31st, 2023 • CapStar Financial Holdings, Inc. • State commercial banks • Indiana
AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2023 (this “Agreement”), by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”) and Old National Bancorp, an Indiana corporation (“Parent”).
FORM OF SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • October 31st, 2023 • CapStar Financial Holdings, Inc. • State commercial banks • Indiana
The undersigned, being a shareholder of CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), hereby acknowledges that the Company and Old National Bancorp, an Indiana corporation (“Parent”), are concurrently entering into an Agreement and Plan of Merger, dated as of the same date hereof (as amended or modified from time to time, the “Merger Agreement”), pursuant to which the Company will be merged with and into Parent (the “Merger”). A copy of the Merger Agreement has been provided to the undersigned. Capitalized terms used but not defined herein are to be deemed to have the same meanings assigned to them in the Merger Agreement.
CHANGE IN CONTROL CONTINUITY AGREEMENT First AmendmentChange in Control Continuity Agreement • October 31st, 2023 • CapStar Financial Holdings, Inc. • State commercial banks
THIS AMENDMENT CHANGE IN CONTROL CONTINUITY AGREEMENT (this “Amendment”) is made and entered into, as of October 26, 2023, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Timothy K. Schools (“Executive”).
October 26, 2023 Dear Ken,Letter Agreement • October 31st, 2023 • CapStar Financial Holdings, Inc. • State commercial banks
This letter agreement (this “Letter Agreement”) memorializes our discussions and agreement concerning certain modifications to (a) the Employment Agreement, entered into as of June 1, 2022, by and among CapStar Financial Holdings (the “Company”), CapStar Bank (the “Bank”) and you (the “Employment Agreement”) and (b) the Change in Control Continuity Agreement, entered into as of June 1, 2022, by and among the Company, the Bank and you (the “CIC Agreement”).
