AGREEMENT AND PLAN OF MERGER by and between STATE BANK FINANCIAL CORPORATION and CADENCE BANCORPORATION _____________________Agreement and Plan of Merger • May 14th, 2018 • State Bank Financial Corp • State commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 11, 2018 (this “Agreement”), by and between STATE BANK FINANCIAL CORPORATION, a Georgia corporation (the “Company”), and CADENCE BANCORPORATION, a Delaware corporation (“Parent”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF THE BUCKHEAD COMMUNITY BANK, ATLANTA, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION and STATE BANK AND TRUST COMPANY DATED AS OF...Purchase and Assumption Agreement • March 4th, 2011 • State Bank Financial Corp • State commercial banks • New York
THIS AGREEMENT, made and entered into as of the 4th day of December, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of THE BUCKHEAD COMMUNITY BANK, ATLANTA, GEORGIA (the “Receiver”), STATE BANK AND TRUST COMPANY, organized under the laws of the State of Georgia and having its principal place of business in MACON, GEORGIA (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”).
AGREEMENT AND PLAN OF MERGER By And Between STATE BANK FINANCIAL CORPORATION (Buyer) and GEORGIA-CAROLINA BANCSHARES, INC. (Seller)Agreement and Plan of Merger • June 24th, 2014 • State Bank Financial Corp • State commercial banks • Georgia
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 23, 2014 is by and between State Bank Financial Corporation (“Buyer”), a Georgia corporation and registered bank holding company for State Bank and Trust Company, a Georgia state-chartered bank (“State Bank”), and Georgia-Carolina Bancshares, Inc. (“Seller”), a Georgia corporation and registered bank holding company for First Bank of Georgia, a Georgia state-chartered bank (“First Bank”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 9.1 of this Agreement.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 8th, 2014 • State Bank Financial Corp • State commercial banks • Georgia
This Restricted Stock Agreement (the “Agreement”) evidences the grant to the Grantee named above (“you”) of the number of restricted shares set forth above (each, an “Award Share,” and collectively, the “Award Shares”) of the $0.01 par value common stock of State Bank Financial Corporation, a Georgia corporation (the “Company”) as of the date of grant set forth above (the “Grant Date”), pursuant to the State Bank Financial Corporation 2011 Omnibus Equity Compensation Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 14th, 2018 • State Bank Financial Corp • State commercial banks • Georgia
This INDEMNIFICATION AGREEMENT is made and executed effective as of the [__] day of [_____], 2018 by and between State Bank Financial Corporation, a Georgia corporation (the “Company”), and [____], an individual resident of the State of [___] (“Indemnitee”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF NORTH WEST BANK AND TRUST, ACWORTH, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION and STATE BANK AND TRUST COMPANY DATED AS OF July 30, 2010Purchase and Assumption Agreement • March 4th, 2011 • State Bank Financial Corp • State commercial banks
THIS AGREEMENT, made and entered into as of the 30th day of July, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of NORTH WEST BANK AND TRUST (the “Receiver”), STATE BANK AND TRUST COMPANY, organized under the laws of the state of Georgia, and having its principal place of business in MACON, GEORGIA (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”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2017 • State Bank Financial Corp • State commercial banks • Georgia
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 26th day of April, 2017 and effective as of June 1, 2017 (the “Effective Date”), by and among State Bank Financial Corporation, a corporation organized under the laws of the State of Georgia (the “Company”), State Bank and Trust Company, a banking corporation organized under the laws of the State of Georgia (the “Bank” and together with the Company the “Employer”), and Joseph W. Evans, a resident of the State of Georgia (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2013 • State Bank Financial Corp • State commercial banks • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of March 15, 2013 (the “Effective Date”), between State Bank and Trust Company, a banking corporation organized under the laws of the State of Georgia (the “Bank”) and J. Thomas Wiley, Jr., a resident of the State of Georgia (the “Employee”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made effective as of November 5, 2010, to the Employment Agreement dated July 24, 2009, as amended by the First Amendment (the “Employment Agreement”), between State Bank and Trust Company, a banking corporation organized under the laws of the State of Georgia (the “Bank”), and J. Daniel Speight, a resident of the State of Georgia (the “Employee”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made effective as of December 2, 2010, to the Employment Agreement dated July 24, 2009, as amended by the First Amendment (the “Employment Agreement”), between State Bank and Trust Company, a banking corporation organized under the laws of the State of Georgia (the “Bank”), and Stephen W. Doughty, a resident of the State of Georgia (the “Employee”).
SEPARATION AGREEMENTSeparation Agreement • October 15th, 2014 • State Bank Financial Corp • State commercial banks • Georgia
This SEPARATION AGREEMENT (this “Agreement”) is entered into as of October 14, 2014, to become effective as of January 1, 2015 (the “Effective Date”), and is by and between State Bank and Trust Company, a Georgia state-chartered bank (“SBT” or the “Bank”) and Sheila E. Ray, (the “Officer”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made effective as of May 11, 2010, to the Employment Agreement dated July 24, 2009 (the “Employment Agreement”), between State Bank and Trust Company, a banking corporation organized under the laws of the State of Georgia (the “Bank”), and Joseph W. Evans, a resident of the State of Georgia (the “Employee”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF UNITED AMERICAS BANK, N.A., ATLANTA, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION and STATE BANK AND TRUST COMPANY DATED AS OF DECEMBER...Purchase and Assumption Agreement • March 4th, 2011 • State Bank Financial Corp • State commercial banks
THIS AGREEMENT, made and entered into as of the 17th day of December, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of UNITED AMERICAS BANK, N.A., ATLANTA, GEORGIA (the “Receiver”), STATE BANK AND TRUST COMPANY, organized under the laws of the State of Georgia, and having its principal place of business in Macon, Georgia (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”).
STATE BANK AND TRUST COMPANY PURCHASE AGREEMENTPurchase Agreement • October 29th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks • Georgia
THIS PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 24, 2009, by and between State Bank and Trust Company, a Georgia state bank (the “Company”), and , an individual resident of the State of Georgia (the “Owner”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 3rd, 2018 • State Bank Financial Corp • State commercial banks • Georgia
This Restricted Stock Agreement (the “Agreement”) evidences the grant to the Grantee named above (“you”) of the number of restricted shares set forth above (each, an “Award Share,” and collectively, the “Award Shares”) of the $0.01 par value common stock of State Bank Financial Corporation, a Georgia corporation (the “Company”) as of the date of grant set forth above (the “Grant Date”), pursuant to the State Bank Financial Corporation 2011 Omnibus Equity Compensation Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF: SECURITY BANK OF BIBB COUNTY, MACON, GA.; SECURITY BANK OF GWINNETT COUNTY, SUWANNEE, GA.; SECURITY BANK OF HOUSTON COUNTY, PERRY, GA.;...Purchase and Assumption Agreement • March 4th, 2011 • State Bank Financial Corp • State commercial banks • New York
THIS AGREEMENT, made and entered into as of the 24th day of July, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of: SECURITY BANK OF BIBB COUNTY, MACON, GA.; SECURITY BANK OF GWINNETT COUNTY, SUWANNEE, GA.; SECURITY BANK OF HOUSTON COUNTY, PERRY, GA.; SECURITY BANK OF JONES COUNTY, GRAY, GA.; SECURITY BANK OF NORTH FULTON, ALPHARETTA, GA.; SECURITY BANK OF NORTH METRO, WOODSTOCK, GA. (the “Receiver,” for each respective bank), STATE BANK AND TRUSTCOMPANY organized under the laws of the State of Georgia, and having its principal place of business in Pinehurst, Georgia (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”).
SEPARATION AGREEMENTSeparation Agreement • September 12th, 2014 • State Bank Financial Corp • State commercial banks • Georgia
This SEPARATION AGREEMENT (this “Agreement”) is entered into as of June 23, 2014, by and between First Bank of Georgia, a Georgia state-chartered bank (the “Bank”) and Remer Y. Brinson, III (the “Officer”), to become effective immediately following the closing of that certain Agreement and Plan of Merger (the “Merger Agreement”) dated on or about the date hereof by and between State Bank Financial Corporation (the “Holding Company”) and Georgia-Carolina Bancshares, Inc., the holding company for the Bank (“Seller”) The date of such Closing is referred to herein as the “Effective Date.” Capitalized terms used but not defined herein shall have the same meanings as in the Merger Agreement.
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2013 • State Bank Financial Corp • State commercial banks
THIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is entered into by and between State Bank and Trust Company, a banking corporation organized under the laws of the State of Georgia (the “Bank”), and Kim M. Childers, a resident of the State of Georgia (the “Employee”) and is entered into effective as of March 15, 2013;
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2011 • State Bank Financial Corp • State commercial banks
THIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made effective as of March 8, 2011, to the Employment Agreement dated July 24, 2009, as amended by the First, Second and Third Amendment (the “Employment Agreement”), between State Bank and Trust Company, a banking corporation organized under the laws of the State of Georgia (the “Bank”), and J. Daniel Speight, a resident of the State of Georgia (the “Employee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2015 • State Bank Financial Corp • State commercial banks • Georgia
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 10, 2015 (the “Effective Date”), by and among State Bank Financial Corporation, a corporation organized under the laws of the State of Georgia (the “Company”), State Bank and Trust Company, a banking corporation organized under the laws of the State of Georgia (the “Bank” and together with the Company the “Employer”), and J. Daniel Speight, Jr. a resident of the State of Georgia (the “Employee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 29th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks • New York
The undersigned, Marvin Ragan, Senior Vice President of State Bank and Trust Company (the “Bank”), does hereby certify that I am the duly appointed, qualified and acting Senior Vice President of the Bank. For purposes of this Certificate, the terms used and not defined herein shall have the respective meanings specified in that certain Stock Purchase Agreement, dated as of July 14, 2009 (the “Agreement”), by and among the Bank and the Purchasers set forth therein.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTAgreement • January 2nd, 2015 • State Bank Financial Corp • State commercial banks • Georgia
THIS AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2014 at 11:59 PM (the “Effective Date”), between State Bank and Trust Company, a banking corporation organized under the laws of the State of Georgia (the “Bank”) and Stephen Winston Doughty, a resident of the State of Georgia (the “Employee”).
WARRANT TO PURCHASE COMMON STOCK OF STATE BANK AND TRUST COMPANYBank and Trust Company • October 29th, 2010 • STATE BANK FINANCIAL Corp • State commercial banks • Georgia
This warrant agreement (the “Warrant”), effective as of June 24, 2009 (the “Effective Date”), certifies that or his assigns (each individually, the “Holder”), for value received, is entitled to purchase from STATE BANK AND TRUST COMPANY, Pinehurst, Georgia, a Georgia state bank (the “Company”), fully-paid and nonassessable Common Shares of the Company (the “Common Shares”) on the terms and subject to the conditions set forth herein.
AGREEMENT AND PLAN OF MERGER BY AND AMONG STATE BANK FINANCIAL CORPORATION, STATE BANK AND TRUST COMPANY, ALOSTAR BANK OF COMMERCE and STATE BANK INTERIM CORP. Dated as of June 15, 2017Agreement and Plan of Merger • June 15th, 2017 • State Bank Financial Corp • State commercial banks • Georgia
THIS AGREEMENT AND PLAN OF MERGER, is dated as of June 15, 2017, by and among State Bank Financial Corporation, a Georgia corporation and registered bank holding company (“Parent”), State Bank and Trust Company, a Georgia state-chartered bank (“State Bank”), AloStar Bank of Commerce, an Alabama banking corporation (the “Seller Bank”), and State Bank Interim Corp., a Georgia corporation and wholly-owned Subsidiary of State Bank (“Merger Sub”). Parent, State Bank, Seller Bank and Merger Sub shall each be referred to herein from time to time as a “Party” and collectively as the “Parties”.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 9th, 2013 • State Bank Financial Corp • State commercial banks • Georgia
This Restricted Stock Agreement (the “Agreement”) evidences the grant to the Grantee named above (“you”) of the number of restricted shares set forth above (each, an “Award Share,” and collectively, the “Award Shares”) of the $0.01 par value common stock of State Bank Financial Corporation, a Georgia corporation (the “Company”) as of the date of grant set forth above (the “Grant Date”), pursuant to the State Bank Financial Corporation 2011 Omnibus Equity Compensation Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 17th, 2015 • State Bank Financial Corp • State commercial banks • Georgia
This Restricted Stock Agreement (the “Agreement”) evidences the grant to the Grantee named above (“you”) of the number of restricted shares set forth above (each, an “Award Share,” and collectively, the “Award Shares”) of the $0.01 par value common stock of State Bank Financial Corporation, a Georgia corporation (the “Company”), as of the date of grant set forth above (the “Grant Date”), pursuant to the State Bank Financial Corporation 2011 Omnibus Equity Compensation Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 27th, 2016 • State Bank Financial Corp • State commercial banks • Georgia
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated October 26, 2016, amends that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of April 5, 2016 by and between State Bank Financial Corporation, a Georgia corporation (“Buyer”) and NBG Bancorp, Inc., a Georgia corporation (“Seller”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 27th, 2016 • State Bank Financial Corp • State commercial banks • Georgia
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated October 26, 2016, amends that certain Agreement and Plan of Merger dated as of May 19, 2016 by and between State Bank Financial Corporation, a Georgia corporation (“Buyer”) and S Bankshares, Inc., a Georgia corporation (“Seller”), as amended by the First Amendment to Agreement and Plan of Merger dated September 15, 2016 (the “Merger Agreement”).
REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGEReorganization Agreement and Plan of Share Exchange • July 30th, 2010 • STATE BANK FINANCIAL Corp
THIS REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (the “Reorganization Plan”), dated as of January 27, 2010, is entered into between State Bank and Trust Company (the “Bank”) and State Bank Financial Corporation (the “Holding Company”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2013 • State Bank Financial Corp • State commercial banks
THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is entered into by and between State Bank and Trust Company, a banking corporation organized under the laws of the State of Georgia (the “Bank”), and Stephen W. Doughty, a resident of the State of Georgia (the “Employee”) and is entered into effective as of March 15, 2013;
