Williams J. Harold 4
4 · Encore Bancshares Inc · Filed Mar 29, 2010
Insider Transaction Report
Form 4
Williams J. Harold
Executive Vice President
Transactions
- Other
Common Stock
2010-03-25$8.38/sh+98,757$827,584→ 176,744 total
Footnotes (1)
- [F1]Represents payment of contingent merger consideration pursuant to the terms of the Agreement and Plan of Reorganization dated as of August 29, 2005 between Encore Bancshares, Inc.("Encore") and Linscomb & Williams, Inc.("L&W"), as amended (the "Agreement"). Upon satisfaction of certain conditions, the Agreement provides that the former shareholders of L&W be entitled to receive, no later than March 31, 2010, additional shares of Encore common stock, for no additional consideration. The number of shares issuable was determined pursuant to a formula set forth in the Agreement which provided that, for purposes of determining the number of shares issuable, Encore common stock would be valued at $8.38 per share. The reporting person's right to receive the additional shares became fixed and irrevocable on August 31, 2005, the effective date of the merger.