Oceanfirst Financial Corp Sample Contracts

STOCK PURCHASE AGREEMENT BY AND AMONG RICHARD S. PARDES (THE SOLE STOCKHOLDER OF COLUMBIA EQUITIES, LTD.)
Stock Purchase Agreement • June 28th, 2000 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
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2,200,000 Depositary Shares Each Representing a 1/40th Interest in a Share of
Underwriting Agreement • May 7th, 2020 • Oceanfirst Financial Corp • Savings institution, federally chartered • New York

OceanFirst Financial Corp., a Delaware corporation (the “Company”), proposes to (i) issue and sell to the several underwriters named in Schedule I (the “Underwriters,” which term also includes any underwriter substituted as hereinafter provided in Section 10 hereof), acting severally and not jointly, the respective number of depositary shares (the “Initial Depositary Shares”), each such depositary share representing ownership of a 1/40th interest in a share of the Company’s 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the “Preferred Stock”), set forth in Schedule I hereto and (ii) grant to the Underwriters, acting severally and not jointly, the option described in Section 2(b) hereof to purchase up to 330,000 additional depositary shares (the “Option Depositary Shares” and together with the Initial Depositary Shares, the “Depositary Shares”). Shares of Preferred Stock will, when issued, be deposited by the Company against d

AGREEMENT AND PLAN OF MERGER by and among OCEANFIRST FINANCIAL CORP., COASTAL MERGER SUB CORP. and PARTNERS BANCORP Dated as of November 4, 2021
Merger Agreement • November 4th, 2021 • Oceanfirst Financial Corp • Savings institution, federally chartered • Maryland

This AGREEMENT AND PLAN OF MERGER, dated as of November 4, 2021 (this “Agreement”), is by and among OceanFirst Financial Corp., a Delaware corporation (“Parent”), Coastal Merger Sub Corp., a Maryland corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), and Partners Bancorp, a Maryland corporation (the “Company”).

DEPOSIT AGREEMENT among OCEANFIRST FINANCIAL CORP., BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of May 7, 2020
Deposit Agreement • May 7th, 2020 • Oceanfirst Financial Corp • Savings institution, federally chartered • New York

DEPOSIT AGREEMENT, dated as of May 7, 2020, among (i) OceanFirst Financial Corp., a Delaware corporation, (ii) Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, and (iii) the Holders from time to time of the Receipts described herein.

VOTING AGREEMENT
Voting Agreement • July 14th, 2016 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware

This VOTING AGREEMENT, dated as of July 12, 2016 (this “Agreement”), is by and between OceanFirst Financial Corp., a Delaware corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of Ocean Shore Holding Co., a New Jersey corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings specified in the Merger Agreement (as defined below).

OceanFirst Financial Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • September 21st, 2016 • Oceanfirst Financial Corp • Savings institution, federally chartered • New York

OCEANFIRST FINANCIAL CORP., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), $35,000,000 principal amount of its 5.125% Fixed-to-Floating Rate Subordinated Notes (each a “Note” and collectively, the “Notes”). The Notes will be issued pursuant to an Indenture, dated September 21, 2016, and a first supplemental indenture to be dated as of September 21, 2016 (collectively, the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”).

OCEANFIRST BANK EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2004 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

This AGREEMENT is made effective as of February 18, 2004 by and among OceanFirst Bank (the “Bank”), a federally chartered savings institution, with its principal administrative office at 975 Hooper Avenue, Toms River, New Jersey 08753, OceanFirst Financial Corp., a corporation organized under the laws of the State of Delaware, the holding company for the Bank (the “Holding Company”), and Robert M. Pardes (“Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT between OCEANFIRST FINANCIAL CORP., and PATRICK BARRETT [HOLDING COMPANY OFFICER FORM]
Executive Employment Agreement • March 17th, 2022 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

This executive employment agreement (“Agreement”), effective March 17, 2022 (the “Effective Date”), is between OceanFirst Financial Corp. (“Holding Company”), the holding company of OceanFirst Bank, N.A. (the “Bank,” and together with the Holding Company, the “Company”), and its successors and assigns and Patrick Barrett (“Executive”) (collectively, the “Parties”). In consideration of the foregoing promises and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Holding Company and Executive hereby agree to enter into an employment relationship in accordance with the terms and conditions set forth below. Capitalized terms have the meanings given to them in this Agreement or in the respective document referred to herein. In the event of a conflict between provisions of various documents, the terms of this Agreement control. The Holding Company’s obligations to the Executive will be deemed to be satisfied to the extent the Bank sat

EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT FOR JOHN K. KELLY
Executive Supplemental Retirement Income Agreement • September 23rd, 2008 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

This Restated Executive Supplemental Retirement Income Agreement (the “Agreement”), which was initially effective as of May 1, 1996, by and between OCEANFIRST BANK (the “Bank”), a federally chartered savings bank, and John K. Kelly, hereinafter referred to as “Executive”, is hereby amended and restated effective as of January 1, 2005, to read as follows:

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • August 13th, 2019 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware

This VOTING AND SUPPORT AGREEMENT, dated as of August 9, 2019 (this “Agreement”), is by and between OceanFirst Financial Corp., a Delaware corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of Two River Bancorp, a New Jersey corporation (the “Company”). Capitalized terms used herein and not defined herein shall have the meanings specified in the Merger Agreement (as defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2015 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 25th day of February, 2015 between OceanFirst Bank, a federally-chartered capital stock savings bank (the “Bank”), and Lisa Borghese (the “Executive”).

OCEANFIRST BANK TWO YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 15th, 2005 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

This AGREEMENT is made effective as of by and between OceanFirst Bank (the “Bank”), a federally chartered savings institution, with its principal administrative office at 975 Hooper Avenue, Toms River, New Jersey 08753, (“Executive”), and OceanFirst Financial Corp. (the “Holding Company”), a corporation organized under the laws of the State of Delaware which is the holding company of the Bank.

Contract
Acquisition Agreement • November 8th, 2016 • Oceanfirst Financial Corp • Savings institution, federally chartered

OceanFirst Financial Corp. Forward-Looking Statements This communication contains forward-looking statements. These forward-looking statements may include: management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; the ability to obtain any required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to the transaction and the recently completed acquisition of Cape Bancorp, Inc. by OceanFirst; any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-loo

OCEANFIRST FINANCIAL CORP. TWO YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 7th, 2017 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

This Agreement (the “Agreement”) is entered into and effective as of December 5, 2016, (the “Effective Date”), by and between OceanFirst Financial Corp. (the “Holding Company”), a corporation organized under the laws of the State of Delaware, with its office at 975 Hooper Avenue, Toms River, New Jersey 08753, and Angela K. Ho (“Executive”). The term “Bank” or “Institution” refers to OceanFirst Bank, the wholly-owned subsidiary of the Holding Company or any successor thereto.

EXECUTIVE CHANGE IN CONTROL AGREEMENT
Executive Change in Control Agreement • March 17th, 2022 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

OceanFirst Financial Corp. (“Company”), and its successors and assigns, and Patrick Barrett (“Executive”) enter into this agreement (the “CIC Agreement”) to provide certain benefits to Executive in the event that Executive’s employment is terminated as a result of a Change in Control, as defined below. This CIC Agreement is executed in conjunction with an Executive Employment Agreement (“Agreement”) and a Confidentiality and Executive Restriction Agreement (“Confidentiality Agreement”) and provides consideration for the obligations thereunder.

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • August 13th, 2019 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware

This VOTING AND SUPPORT AGREEMENT, dated as of August 9, 2019 (this “Agreement”), is by and among (i) OceanFirst Financial Corp., a Delaware corporation (“Parent”), (ii) Joseph Murphy, Sr. (“Sr.”), (iii) JoAnn Murphy (“JM”) and (iv) Value Investors, Inc. (“Value” and, together with JM, the “Shareholders” and, each, a “Shareholder”). The Shareholders and Sr. are collectively referred to herein as the “Shareholder Parties” and, each, a “Shareholder Party”. Capitalized terms used herein and not defined herein shall have the meanings specified in the Merger Agreement (as defined below).

OCEANFIRST FINANCIAL CORP. EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2004 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware

This AGREEMENT (“Agreement”) is made effective as of February 18, 2004, by and between OceanFirst Financial Corp. (the “Holding Company”), a corporation organized under the laws of Delaware, with its principal administrative office at 975 Hooper Avenue, Toms River, NJ 08753, and Robert M. Pardes (the “Executive”). Any reference to “Institution” or “Bank” herein shall mean OceanFirst Bank or any successor thereto. Any reference to “Columbia” herein shall mean Columbia Equities, Ltd., the Institution’s wholly-owned subsidiary, or any successor thereto.

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • November 4th, 2021 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware

This VOTING AND SUPPORT AGREEMENT, dated as of November 4, 2021 (this “Agreement”), is by and between OceanFirst Financial Corp., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Partners Bancorp, a Maryland corporation (the “Company”). Capitalized terms used herein and not defined herein shall have the meanings specified in the Merger Agreement (as defined below).

OCEANFIRST FINANCIAL CORP. TWO YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 15th, 2005 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

This AGREEMENT is made effective as of , by and between OceanFirst Financial Corp. (the “Holding Company”), a corporation organized under the laws of the State of Delaware, with its office at 975 Hooper Avenue, Toms River, New Jersey 08753, and (“Executive”). The term “Bank” refers to OceanFirst Bank, the wholly-owned subsidiary of the Holding Company or any successor thereto.

OCEANFIRST BANK EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2013 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

This Employment Agreement (the “Agreement”) is entered into as of February 22, 2013, between and among OceanFirst Bank (the “Bank”), a federally chartered savings institution, with its principal administrative office at 975 Hooper Avenue, Toms River, New Jersey 08753, and OceanFirst Financial Corp., a corporation organized under the laws of the State of Delaware, the holding company for the Bank (the “Holding Company”), and Christopher D. Maher (the “Executive”).

OCEANFIRST BANK EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2015 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

This Employment Agreement (the “Agreement”) is entered into as of August , 2015 (the “Effective Date”), by and among OceanFirst Bank (the “Bank”), a federally chartered savings institution with its principal administrative office at 975 Hooper Avenue, Toms River, New Jersey 08753, OceanFirst Financial Corp., a corporation organized under the laws of the State of Delaware and the holding company for the Bank (the “Holding Company”), and [NAME OF EXECUTIVE] (“Executive”).

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Via Certified Mail, Return Receipt Requested [Officer’s Name] Toms, River, NJ 08754 Dear Mr. [Officer’s Name],
Securities Purchase Agreement • January 20th, 2009 • Oceanfirst Financial Corp • Savings institution, federally chartered

OceanFirst Financial Corp. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

OCEANFIRST FINANCIAL CORP.
Stock Award Agreement • May 26th, 2020 • Oceanfirst Financial Corp • Savings institution, federally chartered

Vesting Schedule: Installments are annual and commence with the first installment on [March 1], 20XX and are earned after each period of continuous employment on each [March 1st thereafter through March 1, 20XX].

OCEANFIRST FINANCIAL CORP. STOCK AWARD AGREEMENT (CPP)
Stock Award Agreement • July 27th, 2009 • Oceanfirst Financial Corp • Savings institution, federally chartered

The Committee hereby grants to the individual named above (“Recipient”) a Stock Award for the number of Shares listed above, subject to the terms and conditions of the Plan and this Stock Award Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Stock Award Agreement, the terms and conditions of the Plan shall prevail.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • August 3rd, 2012 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

This Separation Agreement and General Release (“Separation Agreement”) is entered into by and between Vito R. Nardelli (“Executive” or “you”) and OceanFirst Financial Corp. (the “Company”) and OceanFirst Bank (the “Bank”), and confirms the agreement that has been reached with you in connection with your termination of employment with the Bank and all of the Bank’s affiliates and direct and indirect subsidiaries.

OCEANFIRST FINANCIAL CORP. FORM OF COVERED OFFICER AWARD AGREEMENT
Covered Officer Award Agreement • May 10th, 2011 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

This Covered Officer Award Agreement (the “Award Agreement”) made as of [Date] by and between OceanFirst Financial Corp., a Delaware corporation (the “Corporation”), and [Name] (the “Employee”).

AMENDMENT TO RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
Executive Supplemental Retirement Income Agreement • December 22nd, 2010 • Oceanfirst Financial Corp • Savings institution, federally chartered

This amendment (this “Amendment”) is effective this 20th day of December 2010, and is made by and between John R. Garbarino (the “Executive”) and OceanFirst Bank, a federally chartered savings bank (the “Bank”).

VOTING AGREEMENT
Voting Agreement • July 29th, 2009 • Oceanfirst Financial Corp • Savings institution, federally chartered
SEPARATION AND CONSULTING AGREEMENT
Separation and Consulting Agreement • December 1st, 2016 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

THIS SEPARATION AND CONSULTING AGREEMENT (this “Agreement”) dated as of November 30, 2016, and effective as of the Termination Date (as defined below), is entered into by and between OceanFirst Financial Corp. (the “Company”), OceanFirst Bank (the “Company Bank”) and Steven E. Brady (“Mr. Brady” and together with the Company and the Company Bank, the “Parties”).

OCEANFIRST FINANCIAL CORP. AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2015 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware

This amendment (this “Amendment”) is entered into on this 5th day of August, 2015, by and between Christopher D. Maher (the “Executive”) and OceanFirst Financial Corp., a Delaware corporation (the “Holding Company”).

AGREEMENT AND PLAN OF MERGER By and Between OCEANFIRST FINANCIAL CORP., And CENTRAL JERSEY BANCORP Dated as of May 26, 2009
Merger Agreement • May 28th, 2009 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of the 26th day of May, 2009 (this “Agreement”), by and between OCEANFIRST FINANCIAL CORP, a Delaware corporation (“OceanFirst”), and CENTRAL JERSEY BANCORP, a New Jersey corporation (“Central Jersey”) (collectively, the “Parties”).

OCEANFIRST FINANCIAL CORP.
Stock Award Agreement • August 9th, 2006 • Oceanfirst Financial Corp • Savings institution, federally chartered

The Committee hereby grants to the individual named above (“Recipient”) a Stock Award for the number of Shares listed above, subject to the terms and conditions of the Plan and this Stock Award Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Stock Award Agreement, the terms and conditions of the Plan shall prevail.

OCEANFIRST BANK AMENDED AND RESTATED TWO YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 17th, 2008 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

This Amended and Restated Two Year Change in Control Agreement (the “Agreement”) is entered into and effective as of , 2008 (the “Effective Date”) between and among OceanFirst Bank (the “Bank”), a federally chartered savings institution, with its principal administrative office at 975 Hooper Avenue, Toms River, New Jersey 08753, (“Executive”), and OceanFirst Financial Corp. (the “Holding Company”), a corporation organized under the laws of the State of Delaware which is the holding company of the Bank.

OCEANFIRST BANK NEW DIRECTOR DEFERRED COMPENSATION MASTER AGREEMENT
Director Deferred Compensation Master Agreement • September 23rd, 2008 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey

THIS Agreement is adopted effective as of the 1st day of January, 2005, by OceanFirst Bank, a federally-chartered savings bank, hereinafter referred to as the “Plan Sponsor,” as follows:

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