AGREEMENT AND PLAN OF MERGER by and among FCB FINANCIAL HOLDINGS, INC., SYNOVUS FINANCIAL CORP. and AZALEA MERGER SUB CORP.Agreement and Plan of Merger • July 25th, 2018 • FCB Financial Holdings, Inc. • National commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 23, 2018 (this “Agreement”), by and among FCB Financial Holdings, Inc., a Delaware corporation (the “Company”), Synovus Financial Corp., a Georgia corporation (“Parent”), and Azalea Merger Sub Corp., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks • Florida
THIS Amended and Restated Employment Agreement (this “Agreement”), dated as of January 10, 2011, amends and restates in its entirety the Employment Agreement, made as of February 11, 2010, between Premier American Bank, National Association (the “Company”), and Kent Ellert (“Executive”) (such February 11, 2010 Employment Agreement, together with previous amendments thereto or restatements thereof, is referred to herein as the “Prior Agreement”).
EQUITY APPRECIATION AGREEMENT by and between BOND STREET HOLDINGS LLC and FEDERAL DEPOSIT INSURANCE CORPORATION Dated as of January 29, 2010Equity Appreciation Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks • New York
This EQUITY APPRECIATION AGREEMENT (this “Agreement”), dated as of January 29, 2010, is by and between Bond Street Holdings LLC, a Delaware limited liability company (the “Company”), and the Federal Deposit Insurance Corporation, in its capacity as Receiver (the “FDIC”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2016 • FCB Financial Holdings, Inc. • National commercial banks • Florida
This Employment Agreement (this “Agreement”), dated as of May 1, 2014, (the “Effective Date”), between Florida Community Bank, National Association (the “Company”), and James E. Baiter (“Executive”). This Agreement supersedes the Amended and Restated Employment Agreement between the Company and Executive dated as of January 31, 2011, as amended on January 23, 2013 (as amended, the “Prior Agreement”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF CORTEZ COMMUNITY BANK, BROOKSVILLE, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, NATIONAL ASSOCIATION MIAMI,...Purchase and Assumption Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks
THIS AGREEMENT, made and entered into as of the 29th day of APRIL 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of CORTEZ COMMUNITY BANK, BROOKSVILLE, FLORIDA (the “Receiver”), PREMIER AMERICAN BANK, NATIONAL ASSOCIATION, organized under the laws of the United States of America, and having its principal place of business in MIAMI, 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”).
VALUE APPRECIATION INSTRUMENT AGREEMENT by and between BOND STREET HOLDINGS, INC. and FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST NATIONAL BANK OF CENTRAL FLORIDA, WINTER PARK, FLORIDA Dated as of April 29, 2011Value Appreciation Instrument Agreement • September 20th, 2011 • Bond Street Holdings Inc • National commercial banks • New York
This VALUE APPRECIATION AGREEMENT (this “Agreement”), dated as of April 29, 2011, is by and between Bond Street Holdings, Inc., a Delaware corporation, and the Federal Deposit Insurance Corporation, in its capacity as receiver (the “FDIC”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF PENINSULA BANK, ENGLEWOOD, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, N.A. DATED AS OF JUNE 25, 2010Purchase and Assumption Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks
THIS AGREEMENT, made and entered into as of the 25th day of June, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of Peninsula Bank, Englewood, Florida (the “Receiver”), Premier American Bank, N.A., organized under the laws of the United States of America, and having its principal place of business in Miami, 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”).
AGREEMENT AND PLAN OF MERGER by and among FCB FINANCIAL HOLDINGS, INC., FLORIDIAN COMMUNITY HOLDINGS, INC. and FLAMINGO SUB, INC. Dated as of November 27, 2017Agreement and Plan of Merger • November 30th, 2017 • FCB Financial Holdings, Inc. • National commercial banks • Florida
AGREEMENT AND PLAN OF MERGER, dated as of November 27, 2017 (this “Agreement”), by and among FCB Financial Holdings, Inc., a Delaware corporation (“Parent”), Floridian Community Holdings, Inc., a Florida corporation (the “Company”), and Flamingo Sub, Inc., a Florida corporation (“Merger Sub”).
FCB Financial Holdings, Inc. Form of Incentive Stock Option Grant AgreementIncentive Stock Option Grant Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks • Delaware
WHEREAS, the Company has adopted and maintains the Bond Street Holdings LLC (now FCB Financial Holdings, Inc.) 2009 Option Plan (the “Plan”) to further the growth and development of the Company by enabling eligible persons to obtain a proprietary interest in the Company, thereby providing such persons with an added incentive to continue in the employ or service of the Company or of Florida Community Bank, NA, a wholly owned subsidiary of the Company (the “Bank” and together with the Company, the “Company Group”), and stimulating their efforts in promoting the growth, efficiency and profitability of the Company Group, and affording the Company Group a means of attracting to its service persons of outstanding quality;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks • New York
This Registration Rights Agreement (this “Agreement”) is dated as of November 12, 2009, by and between Bond Street Holdings LLC, a Delaware limited liability company (the “Company”), Bond Street Investors LLC, for the benefit of holders of Eligible Co-Investment Interests (as defined below) and Deutsche Bank Securities Inc. (the “Initial Purchaser/Placement Agent”), for the benefit of the Holders (as defined below).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST PEOPLES BANK, PORT ST. LUCIE, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, N.A., MIAMI, FLORIDA DATED...Purchase and Assumption Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks • Florida
THIS AGREEMENT, made and entered into as of the 15th day of July, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST PEOPLES BANK, PORT ST. LUCIE, FLORIDA (the “Receiver”), PREMIER AMERICAN BANK, N.A., organized under the laws of the United States of America and having its principal place of business in MIAMI, 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”).
FIRST AMENDMENT TO FIRST NATIONAL BANK OF CENTRAL FLORIDA VALUE APPRECIATION INSTRUMENT AGREEMENTAppreciation Instrument Agreement • September 20th, 2011 • Bond Street Holdings Inc • National commercial banks • New York
FIRST AMENDMENT, dated as of May 11, 2011 (this “Amendment”), by and between Bond Street Holdings, Inc., a Delaware corporation (the “Company”) and the Federal Deposit Insurance Corporation, as Receiver of First National Bank of Central Florida, Winter Park, Florida (the “FDIC”), to the VALUE APPRECIATION INSTRUMENT AGREEMENT, dated as of April 29, 2011 (the “Agreement”), by and between the Company and the FDIC. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.
Re: Termination of Employment AgreementEmployment Agreement • July 25th, 2018 • FCB Financial Holdings, Inc. • National commercial banks
This letter (this “Letter”) memorializes our discussions regarding the Employment Agreement between Florida Community Bank, National Association, a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated July 18, 2014 and amended as of December 6, 2016 and March 6, 2018 (the “Employment Agreement”). Terms that are capitalized but not defined herein shall have the meaning set forth in the Agreement and Plan of Merger dated as of July 23, 2018 (the “Merger Agreement”) among the Company, Synovus Financial Corp. (“Parent”) and Azalea Merger Sub Corp.
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF PREMIER AMERICAN BANK, MIAMI, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, NATIONAL ASSOCIATION DATED AS OF...Purchase and Assumption Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks • New York
THIS AGREEMENT, made and entered into as of the 22nd day of JANUARY, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of PREMIER AMERICAN BANK, MIAMI, FLORIDA (the “Receiver”), PREMIER AMERICAN BANK, NATIONAL ASSOCIATION, organized under the laws of the United States of America, and having its principal place of business in MIAMI, FLORIDA (the “Assuming Bank”), 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”).
IGLER AND PEARLMAN, P.A. January 10, 2018FCB Financial Holdings, Inc. • January 10th, 2018 • National commercial banks
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST NATIONAL BANK OF CENTRAL FLORIDA, WINTER PARK, FL FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, N.A. DATED AS...Purchase and Assumption Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 22nd, 2014 • FCB Financial Holdings, Inc. • National commercial banks • Delaware
This Indemnification Agreement, dated as of [•] (this “Agreement”), is entered into by and between FCB Financial Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF SUNSHINE STATE COMMUNITY BANK, PORT ORANGE, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, NATIONAL...Purchase and Assumption Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks
THIS AGREEMENT, made and entered into as of the 11th day of February, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of SUNSHINE STATE COMMUNITY BANK, PORT ORANGE, FLORIDA (the “Receiver”), PREMIER AMERICAN BANK, NATIONAL ASSOCIATION, organized under the laws of the United States of America, and having its principal place of business in Miami, 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”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks • New York
This Registration Rights Agreement (this “Agreement”) is dated as of August 13, 2010, by and among Bond Street Holdings LLC, a Delaware limited liability company (the “Company”) and the signatories to this Agreement (the “Initial Holders”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FLORIDA COMMUNITY BANK, IMMOKALEE, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, NATIONAL ASSOCIATION DATED...Purchase and Assumption Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks
THIS AGREEMENT, made and entered into as of the 29th day of January, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of FLORIDA COMMUNITY BANK, IMMOKALEE, FLORIDA (the “Receiver”), PREMIER AMERICAN BANK, NATIONAL ASSOCIATION, organized under the laws of the United States of America, and having its principal place of business in Miami, Florida (the “Assuming Bank”), 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”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COASTAL BANK, COCOA BEACH, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, NATIONAL ASSOCIATION DATED AS OF MAY...Purchase and Assumption Agreement • June 20th, 2014 • FCB Financial Holdings, Inc. • National commercial banks
THIS AGREEMENT, made and entered into as of the 6th day of May, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COASTAL BANK, COCOA BEACH, FLORIDA (the “Receiver”), PREMIER AMERICAN BANK, NATIONAL ASSOCIATION organized under the laws of the United States of America, and having its principal place of business in Miami, 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”).
Amendment to Registration Rights AgreementRegistration Rights Agreement • July 22nd, 2014 • FCB Financial Holdings, Inc. • National commercial banks
This amendment (the “Amendment”), is effective as of July 16, 2014 and is entered into by and between FCB Financial Holdings, Inc. (formerly known as Bond Street Holdings LLC), a Delaware corporation (the “Company”), Bond Street Investors LLC (“BSI”), for the benefit of holders of Eligible Co-Investment Interests and Deutsche Bank Securities Inc. (the “Agent”), for the benefit of the Holders.
Re: Termination of Employment AgreementEmployment Agreement • July 25th, 2018 • FCB Financial Holdings, Inc. • National commercial banks
This letter (this “Letter”) memorializes our discussions regarding the Employment Agreement between Florida Community Bank, National Association (the “Company Bank”), a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated May 1, 2014 and amended as of April 18, 2017 (the “Employment Agreement”). Terms that are capitalized but not defined herein shall have the meaning set forth in the Agreement and Plan of Merger dated as of July 23, 2018 (the “Merger Agreement”) among the Company, Synovus Financial Corp. (“Parent”) and Azalea Merger Sub Corp.
Amendment to Employment AgreementEmployment Agreement • March 6th, 2018 • FCB Financial Holdings, Inc. • National commercial banks
This Second Amendment (this “Amendment”), dated as of March 6, 2018, to the Employment Agreement, made as of July 18, 2014 and as amended as of December 6, 2016 (the “Employment Agreement”), between Florida Community Bank, National Association (the “Company”) and Vincent Tese (“Executive”).
Amendment to Employment AgreementEmployment Agreement • December 12th, 2016 • FCB Financial Holdings, Inc. • National commercial banks
This First Amendment (this “Amendment”), dated as of December 6, 2016, to the Employment Agreement, made as of July 18, 2014 (the “Employment Agreement”), between the Florida Community Bank, National Association (the “Company”) and Les Lieberman (“Executive”).
Re: Termination of Employment AgreementEmployment Agreement • July 25th, 2018 • FCB Financial Holdings, Inc. • National commercial banks
This letter (this “Letter”) memorializes our discussions regarding the Employment Agreement between Florida Community Bank, National Association, a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated July 18, 2014 and amended as of September 1, 2015, April 1, 2016, December 6, 2016 and March 6, 2018 (the “Employment Agreement”). Terms that are capitalized but not defined herein shall have the meaning set forth in the Agreement and Plan of Merger dated as of July 23, 2018 (the “Merger Agreement”) among the Company, Synovus Financial Corp. (“Parent”) and Azalea Merger Sub Corp.
Amendment to Employment AgreementEmployment Agreement • March 6th, 2018 • FCB Financial Holdings, Inc. • National commercial banks
This Second Amendment (this “Amendment”), dated as of March 6, 2018, to the Employment Agreement, made as of July 18, 2014 and as amended as of December 6, 2016 (the “Employment Agreement”), between Florida Community Bank, National Association (the “Company”) and Les Lieberman (“Executive”).
THIS AGREEMENT (the “Agreement”), made as of the [ ] th day of [ ], between Bond Street Holdings, Inc. (the “Company”) and [ ] (the “Participant”).Agreement • July 22nd, 2014 • FCB Financial Holdings, Inc. • National commercial banks • Delaware
WHEREAS, the Company has adopted and maintains the Bond Street Holdings, Inc. 2013 Incentive Stock Plan (the “Plan”) to further the growth and development of the Company by enabling eligible persons to obtain a proprietary interest in the Company, thereby providing such persons with an added incentive to continue in the employ or service of the Company or of Florida Community Bank, NA, a wholly owned subsidiary of the Company (the “Bank” and together with the Company, the “Company Group”), and stimulating their efforts in promoting the growth, efficiency and profitability of the Company Group, and affording the Company Group a means of attracting to its service persons of outstanding quality;
Amendment to Employment AgreementEmployment Agreement • September 22nd, 2015 • FCB Financial Holdings, Inc. • National commercial banks
This First Amendment (this “Amendment”), dated as of September 1, 2015, to the Employment Agreement, made as of May 1, 2014 (the “Employment Agreement”), between the Florida Community Bank, National Association (the “Company”) and Kent Ellert (“Executive”).
Amendment to Employment AgreementEmployment Agreement • December 12th, 2016 • FCB Financial Holdings, Inc. • National commercial banks
This First Amendment (this “Amendment”), dated as of December 6, 2016, to the Employment Agreement, made as of July 18, 2014 (the “Employment Agreement”), between the Florida Community Bank, National Association (the “Company”) and Vincent Tese (“Executive”).
Amendment to Employment AgreementAmendment to Employment Agreement • April 20th, 2017 • FCB Financial Holdings, Inc. • National commercial banks
This Amendment (this “Amendment”), dated as of April 18, 2017, to the Employment Agreement, made as of May 1, 2014 (the “Employment Agreement”), is between the Florida Community Bank, National Association (the “Company”) and James E. Baiter (“Executive”).
Re: Amendment to Offer LetterFCB Financial Holdings, Inc. • July 25th, 2018 • National commercial banks
This letter (this “Letter”) memorializes our discussions regarding the Offer Letter between Florida Community Bank, National Association (the “Company Bank”), a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated July 27, 2017 (the “Offer Letter”). Terms that are capitalized but not defined herein shall have the meaning set forth in the Agreement and Plan of Merger dated as of July 23, 2018 (the “Merger Agreement”) among the Company, Synovus Financial Corp. (“Parent”) and Azalea Merger Sub Corp.
VOTING AGREEMENTVoting Agreement • November 30th, 2017 • FCB Financial Holdings, Inc. • National commercial banks • Delaware
This letter agreement (the “Agreement”) is being entered into in connection with the Agreement and Plan of Merger, dated as of November 27, 2017, (the “Merger Agreement”), by and among FCB Financial Holdings, Inc., a Delaware corporation (“Parent”), Floridian Community Holdings, Inc., a Florida corporation (the “Company”), and Flamingo Sub, Inc., a Florida corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined herein are to be deemed to have the meanings assigned to them in the Merger Agreement. If this agreement is being provided on behalf of a trust, the term “undersigned” shall include both the trust and the trustee.
Amendment to Employment AgreementEmployment Agreement • May 6th, 2016 • FCB Financial Holdings, Inc. • National commercial banks
This Second Amendment (this “Amendment “), dated as of April 1, 2016, to the Employment Agreement, made as of May 1, 2014 and as amended as of September 1, 2015 (the “Employment Agreement “), between the Florida Community Bank, National Association (the “Company”) and Kent Ellert (“Executive”).
Amendment to Employment AgreementEmployment Agreement • March 6th, 2018 • FCB Financial Holdings, Inc. • National commercial banks
This Fourth Amendment (this “Amendment”), dated as of March 6, 2018, to the Employment Agreement, made as of May 1, 2014 and as amended as of September 1, 2015, April 1, 2016 and December 6, 2016 (the “Employment Agreement”), between Florida Community Bank, National Association (the “Company”) and Kent Ellert (“Executive”).
