EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into as of December 20, 1995 between ELDORADO BANK ("Employer") and WILLIAM J. LEWIS ("Employee"). R E C I T A L S A. Employer desires to retain Employee in the full-time...Employment Agreement • April 13th, 1998 • Commerce Security Bancorp Inc • National commercial banks • California
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (COMMON STOCK)Subscription Agreement • April 15th, 1997 • Commerce Security Bancorp Inc • National commercial banks
AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, it is agreed as follows:Severance Agreement • March 12th, 1999 • Eldorado Bancshares Inc • National commercial banks • California
EXHIBIT 4.4 AMENDED AND RESTATED GUARANTEE AGREEMENT CSBI CAPITAL TRUST I DATED AS OF JULY 15, 1997 AMENDED AND RESTATED GUARANTEE AGREEMENT This AMENDED AND RESTATED GUARANTEE AGREEMENT (the "Guarantee"), dated as of July 15, 1997, is executed and...Guarantee Agreement • August 7th, 1997 • Commerce Security Bancorp Inc • National commercial banks • Delaware
Exhibit 99.3 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of December ___, 2000 (this "Agreement"), by and between (i) _______________, a [director][officer] and stockholder (the "Stockholder") of _______________, a Delaware corporation (the...Stockholder Agreement • December 20th, 2000 • Eldorado Bancshares Inc • National commercial banks • California
Exhibit 10.1 AMENDED AND RESTATED SHAREHOLDER AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDER AGREEMENT (the "Agreement") is made as of the 6 day of April, 1999 by and among Eldorado Bancshares, Inc., a Delaware corporation (as further defined below,...Shareholder Agreement • April 21st, 1999 • Eldorado Bancshares Inc • National commercial banks • Delaware
EXHIBIT 1.1 ELDORADO BANCSHARES, INC. (a Delaware corporation) [_____________] Shares of Common Stock PURCHASE AGREEMENT Dated: March [ ], 1999Purchase Agreement • March 12th, 1999 • Eldorado Bancshares Inc • National commercial banks • New York
EXHIBIT 10.8 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of this 6th day of June, 1997, among Commerce Security Bancorp, Inc., a Delaware corporation (the "Company"), and...Registration Rights Agreement • July 11th, 1997 • Commerce Security Bancorp Inc • National commercial banks • Delaware
Exhibit 99.1 AGREEMENT AND PLAN OF MERGER dated as of December 14, 2000 by and between Zions BancorporationAgreement and Plan of Merger • December 20th, 2000 • Eldorado Bancshares Inc • National commercial banks • California
EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of the 1st day of October, 1995 by and between SDN Bancorp, Inc., a Delaware bank holding company, having its executive office in Encinitas, California (the "Company"), and Robert P....Employment Agreement • December 16th, 1996 • Commerce Security Bancorp Inc • National commercial banks • Delaware
EXHIBIT 10.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made as of this 6th day of June, 1997, among Commerce Security Bancorp, Inc., a Delaware corporation (the "Company"), Madison Dearborn Capital Partners II, L.P., a...Registration Rights Agreement • July 11th, 1997 • Commerce Security Bancorp Inc • National commercial banks • Delaware
SUBSCRIPTION AGREEMENT (COMMON STOCK)Subscription Agreement • April 15th, 1997 • Commerce Security Bancorp Inc • National commercial banks • Delaware
R E C I T A L SEmployment Agreement • March 12th, 1999 • Eldorado Bancshares Inc • National commercial banks
SUBSCRIPTION AGREEMENT (BRIDGE LOAN/COMMON STOCK)Subscription Agreement • July 11th, 1997 • Commerce Security Bancorp Inc • National commercial banks • Delaware
July 10, 1997 Commerce Security Bancorp, Inc. 7777 Center Avenue Huntington Beach, CA 92647 Attention: Robert P. Keller, President Dartmouth Capital Group, L.P. 7777 Center Avenue Huntington Beach, CA 92647 Attention: Robert P. Keller, President Re:...Commerce Security Bancorp Inc • August 7th, 1997 • National commercial banks
RECITALSStock Option Agreement • February 18th, 1997 • Commerce Security Bancorp Inc • National commercial banks • California
WITNESSETH: WHEREAS, Employer on this date has consummated the acquisition of Mariners Bancorp and Mariners Bank pursuant to an Agreement and Plan of Reorganization dated May 22, 1995;Employment Agreement Agreement • April 13th, 1998 • Commerce Security Bancorp Inc • National commercial banks • California
AGREEMENTSeverance Agreement • March 31st, 1998 • Commerce Security Bancorp Inc • National commercial banks • California
ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTIONAgreement and Plan of Merger • February 18th, 1997 • Commerce Security Bancorp Inc • National commercial banks • California
WITNESSETH:Employment Agreement • March 12th, 1999 • Eldorado Bancshares Inc • National commercial banks • California
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (TRUST ORIGINATED SERIES A CAPITAL SECURITIES, SERIES B PREFERRED STOCK, SERIES C PREFERRED STOCK, SERIES D PREFERRED STOCK, SPECIAL COMMON STOCK AND WARRANTS) BY AND AMONGSecurities Purchase Agreement • July 11th, 1997 • Commerce Security Bancorp Inc • National commercial banks • Delaware
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT Dated as of July 15, 1997Registration Rights Agreement • August 7th, 1997 • Commerce Security Bancorp Inc • National commercial banks • New York
ELDORADO BANKWaiver and Release Agreement • April 13th, 1998 • Commerce Security Bancorp Inc • National commercial banks • California
Exhibit 10.1 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of September 16, 1998, between Antelope Valley Bank, a California banking corporation (the "Issuer") and Eldorado Bancshares, Inc., a Delaware corporation (the "Grantee"). WHEREAS,...Stock Option Agreement • September 22nd, 1998 • Eldorado Bancshares Inc • National commercial banks • California
VOID AFTER 5:00 P.M. PACIFIC TIME, ON JUNE 6, 2007 FORM OF SERIES B WARRANT ISSUED PURSUANT TO JUNE 5, 1997 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED...Securities Purchase Agreement • July 11th, 1997 • Commerce Security Bancorp Inc • National commercial banks • Delaware
WITNESSETHWaiver and Release Agreement • March 12th, 1999 • Eldorado Bancshares Inc • National commercial banks • California
RECITALSCall Exercise Agreement • August 7th, 1997 • Commerce Security Bancorp Inc • National commercial banks • Illinois
WARRANTCommerce Security Bancorp Inc • April 13th, 1998 • National commercial banks • Delaware
Exhibit 2.1 ----------- AGREEMENT AND PLAN OF MERGER by and between ELDORADO BANCSHARES, INC.Agreement and Plan of Merger • September 22nd, 1998 • Eldorado Bancshares Inc • National commercial banks • California
TOIndenture • August 7th, 1997 • Commerce Security Bancorp Inc • National commercial banks • Delaware
March 15, 1999 Mr. William D. Rast 45 Verissimo Drive Novato, California 94947 Dear Bill: Pursuant to our discussion, the bonus eligibility portion of your agreement dated February 9, 1998 with Eldorado Bank was amended, retroactive to January 1,...Eldorado Bancshares Inc • April 29th, 1999 • National commercial banks
Pursuant to our discussion, the bonus eligibility portion of your agreement dated February 9, 1998 with Eldorado Bank was amended, retroactive to January 1, 1999.
WITNESSETH:Employment Agreement • November 12th, 1998 • Eldorado Bancshares Inc • National commercial banks • California
DARTMOUTH CAPITAL GROUP, L.P. CONFIDENTIAL March 21, 1997 Commerce Security Bancorp, Inc. 7777 Center Avenue Huntington Beach, CA 92647 Attention: Robert P. Keller President and Chief Executive Officer Ladies and Gentlemen: On December 31, 1996,...Commerce Security Bancorp Inc • April 15th, 1997 • National commercial banks • Delaware
RECITALSStock Option Agreement • December 20th, 2000 • Eldorado Bancshares Inc • National commercial banks • Delaware
FOR IMMEDIATE RELEASE September 16, 1998 Contact: Robert P. Keller, President Jack Seefus, President (949) 699-4344 (805) 945-4511 ELDORADO BANCSHARES, INC. AND ANTELOPE VALLEY BANK SIGN AGREEMENT Robert P. Keller, President and Chief Executive...Exhibit 99 • September 22nd, 1998 • Eldorado Bancshares Inc • National commercial banks
Robert P. Keller, President and Chief Executive Officer of Eldorado Bancshares, Inc. of Laguna Hills, California and Clyde G. Golding, Chairman of the Board of Directors of Antelope Valley Bank of Lancaster, California jointly announced that Eldorado Bancshares, Inc. and Antelope Valley Bank have signed a definitive Agreement in that Antelope Valley Bank will be acquired by Eldorado Bancshares, Inc. Upon completion of the acquisition, Eldorado Bancshares, Inc. will have total assets in excess of $1.2 billion, based on June 30, 1998 financial statements. Eldorado Bancshares, Inc. recently changed its name from Commerce Security Bancorp, Inc.
