AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 26, 1997, is made by and among River Valley Bancorp ("RVB"), a unitary savings and loan holding company and a bank holding company, Madison First...Agreement and Plan of Reorganization • March 31st, 1998 • River Valley Bancorp • Savings institution, federally chartered • Indiana
andGuarantee Agreement • May 15th, 2003 • River Valley Bancorp • Savings institution, federally chartered • New York
DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT You are hereby granted the option to purchase a total of ________ shares of the Common Stock, without par value ("Common Stock"), of River Valley Bancorp ("RVB") over the next ten years , on the following...Non-Qualified Stock Option Agreement • March 31st, 2005 • River Valley Bancorp • Savings institution, federally chartered
RIVER VALLEY BANCORP, as Issuer INDENTURE Dated as of March 26, 2003River Valley Bancorp • May 15th, 2003 • Savings institution, federally chartered • New York
ARTICLE I ESTABLISHMENT OF THE PLAN AND TRUSTRiver Valley Bancorp • November 14th, 1997 • Savings institution, federally chartered • Indiana
EMPLOYMENT AGREEMENT THIS AGREEMENT entered into and effective this 15th day of July, 1999, by and between River Valley Financial Bank, a federal savings bank (the "Bank"), and Matthew P. Forrester (the "Employee"). The parties agree, however, that...Employment Agreement • March 23rd, 2000 • River Valley Bancorp • Savings institution, federally chartered • Indiana
Exhibit 10 EMPLOYMENT AGREEMENT THIS AGREEMENT entered into this 23rd day of April, 2004, by and between River Valley Financial Bank, a federal savings bank (the "Bank"), and Gregory T. Siegrist (the "Employee"). The parties agree, however, that the...Employment Agreement • November 15th, 2004 • River Valley Bancorp • Savings institution, federally chartered • Indiana
EXHIBIT 10(1) EMPLOYMENT AGREEMENT THIS AGREEMENT entered into and effective this 15th day of July, 1999, by and between River Valley Financial Bank, a federal savings bank (the "Bank"), and Matthew P. Forrester (the "Employee"). The parties agree,...Employment Agreement • March 31st, 2005 • River Valley Bancorp • Savings institution, federally chartered • Indiana
TRUST UNDER RIVER VALLEY BANCORP EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENTShare Pledge Agreement • November 1st, 1996 • River Valley Bancorp • Savings institution, federally chartered • Indiana
SPECIAL TERMINATION AGREEMENT THIS SPECIAL TERMINATION AGREEMENT ("Agreement") is made and entered into as of this 29th day of April, 1997, by and between Citizens National Bank of Madison, a national banking association (which, together with any...Special Termination Agreement • March 31st, 1998 • River Valley Bancorp • Savings institution, federally chartered • Indiana
ARTICLE I ESTABLISHMENT OF THE PLAN AND TRUSTRiver Valley Bancorp • November 1st, 1996 • Savings institution, federally chartered • Indiana
RIVER VALLEY BANCORP (an Indiana corporation) [·] Shares of Common Stock (No Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2014 • River Valley Bancorp • Savings institution, federally chartered • New York
ARTICLE I ESTABLISHMENT OF THE PLAN AND TRUSTRiver Valley Bancorp • March 31st, 2005 • Savings institution, federally chartered • Indiana
RIVER VALLEY FINANCIAL BANK SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • January 31st, 2007 • River Valley Bancorp • Savings institution, federally chartered • Indiana
THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is adopted this 25th day of January, 2007, by and between RIVER VALLEY FINANCIAL BANK, a savings association located in Madison, Indiana (the “Bank”), and MATTHEW FORRESTER (the “Executive”).
Exhibit 10(4) RIVER VALLEY BANCORP EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT (EFFECTIVE JANUARY 1, 1996) RIVER VALLEY BANCORP EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT (EFFECTIVE JANUARY 1, 1996) TABLE OF CONTENTSStock Ownership Plan and Trust Agreement • November 1st, 1996 • River Valley Bancorp • Savings institution, federally chartered • Indiana
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 26th, 2007 • River Valley Bancorp • Savings institution, federally chartered • Indiana
This Agreement ends and restates the prior Employment Agreement between the Bank and the Employee dated July 29, 2005 (the “Prior Agreement”). It has been amended and restated for compliance with the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), effective as of January 1, 2005.
Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • April 17th, 2014 • River Valley Bancorp • Savings institution, federally chartered • Indiana
This Nonqualified Stock Option Agreement (“Agreement”) has been entered into as of the ___ day of _____________, ______, between River Valley Bancorp, an Indiana corporation (the “Company”), and _______________________, an [employee/director] of the Company or one of its affiliates (“Participant”), pursuant to the Company’s 2014 Stock Option and Incentive Plan (the “Plan”). Capitalized terms used herein and not defined herein have the meanings set forth in the Plan.
BRANCH PURCHASE AND ASSUMPTION AGREEMENTBranch Purchase and Assumption Agreement • September 5th, 2013 • River Valley Bancorp • Savings institution, federally chartered • Indiana
This BRANCH PURCHASE AND ASSUMPTION AGREEMENT (the “Agreement”), dated as of the 4th day of September, 2013, is made and entered into by and between OLD NATIONAL BANK, a national banking association having its principal office in Evansville, Indiana (the “Seller”), and RIVER VALLEY FINANCIAL BANK, an Indiana commercial bank having its principal office in Madison, Indiana (the “Purchaser”).
AGREEMENT AND PLAN OF REORGANIZATION by and among RIVER VALLEY BANCORP, an Indiana corporation, RIVER VALLEY FINANCIAL BANK, an Indiana bank, GERMAN AMERICAN BANCORP, INC. an Indiana corporation, and GERMAN AMERICAN BANCORP an Indiana bank October 26,...Transition Employment Agreement • October 26th, 2015 • River Valley Bancorp • Savings institution, federally chartered • Indiana
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of October 26, 2015, by and among RIVER VALLEY BANCORP, an Indiana corporation (“RVB”), RIVER VALLEY FINANCIAL BANK, an Indiana bank (“River Valley Financial”), GERMAN AMERICAN BANCORP, INC., an Indiana corporation (“GABC”), and GERMAN AMERICAN BANCORP, an Indiana bank (“German American”).
VOTING AGREEMENTVoting Agreement • October 26th, 2015 • River Valley Bancorp • Savings institution, federally chartered • Indiana
THIS VOTING AGREEMENT (“Agreement”) is made and entered into as of October 26, 2015, by and among GERMAN AMERICAN BANCORP, INC., an Indiana corporation (“German American”), and the undersigned securityholder(s) (each, the “Securityholder,” which term is used to describe all undersigned securityholders together if more than one) of River Valley Bancorp, an Indiana corporation, that is not a party to this Agreement (the “Company”). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the “Merger Agreement” (as defined below).
AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER THE RIVER VALLEY BANCORPAgreement for Restricted Stock • April 17th, 2014 • River Valley Bancorp • Savings institution, federally chartered • Indiana
This Agreement has been entered into as of the ___ day of ____________, _______ between River Valley Bancorp, an Indiana corporation (the “Corporation”), and ___________________________, a [employee/director] of the Corporation or one of its affiliates (the “Participant”), pursuant to the Corporation’s 2014 Stock Option and Incentive Plan (the “Plan”) and evidences and sets forth certain terms of the grant to the Participant pursuant to the Plan of an aggregate of ___________ shares of Restricted Stock as of the date of this Agreement. Capitalized terms used herein and not defined herein have the meanings set forth in the Plan.
765,000 to 1,035,000 Shares of COMMON STOCK (without par value)Agency Agreement • November 1st, 1996 • River Valley Bancorp • Savings institution, federally chartered • Indiana
Exhibit 10.1 FIRST AMENDMENT OF THE DIRECTOR DEFERRED COMPENSATION MASTER AGREEMENT This First Amendment ("Amendment"), dated as of the 15th day of February, 2005, hereby amends the Director Deferred Compensation Master Agreement effective November 1,...Compensation Master Agreement • March 21st, 2005 • River Valley Bancorp • Savings institution, federally chartered
Fourth Amendment to the Reorganization AgreementReorganization Agreement • October 18th, 2012 • River Valley Bancorp • Savings institution, federally chartered
This Fourth Amendment (this “Amendment”) to the Reorganization Agreement (the “Agreement”) dated December 5, 2011, among River Valley Bancorp, an Indiana corporation (“RVB”), Citizens Union Bancorp of Shelbyville, Inc., a Kentucky corporation (“Citizens”), River Valley Financial Bank, a federal savings bank wholly owned by RVB (“River”), and Dupont State Bank, an Indiana commercial bank wholly owned by Citizens (“Dupont”), is made and entered into among RVB, Citizens, River and Dupont as of October 12, 2012.
Exhibit A to Investment AgreementInvestment Agreement • November 24th, 2009 • River Valley Bancorp • Savings institution, federally chartered • Indiana
FIRST AMENDMENT TO THE RIVER VALLEY FINANCIAL BANK SALARY CONTINUATION AGREEMENTRiver Valley Bancorp • October 29th, 2015 • Savings institution, federally chartered
Pursuant to rights reserved under Section 8.1 of the River Valley Financial Bank Salary Continuation Agreement (the “Agreement”), River Valley Financial Bank (the “Bank”) and Matthew P. Forrester (“Forrester”) hereby amend Section 2.5 of the Agreement by adding to the end thereof the following:
First Amendment to the Amended and Restated Director Deferred Compensation Master AgreementRiver Valley Bancorp • August 12th, 2015 • Savings institution, federally chartered
This FIRST AMENDMENT is entered into this 21st day of July, 2015, but effective the 1st day of January, 2009, and amends the Amended and Restated Director Deferred Compensation Master Agreement (the “Director Plan”). It is entered into by River Valley Financial Bank (the “Bank”) and the five directors of the Bank currently participating in the Director Plan.
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • April 17th, 2014 • River Valley Bancorp • Savings institution, federally chartered • Indiana
This Incentive Stock Option Agreement (“Agreement”) has been entered into as of the ___ day of ___________, _____, between River Valley Bancorp, an Indiana corporation (the “Company”), and __________________________, an employee of the Company or one of its affiliates (“Participant”), pursuant to the Company’s 2014 Stock Option and Incentive Plan (the “Plan”).
RIVER VALLEY BANCORP (an Indiana corporation) 825,000 Shares of Common Stock (No Par Value Per Share) UNDERWRITING AGREEMENTRiver Valley Bancorp • July 1st, 2014 • River Valley Bancorp • Savings institution, federally chartered • New York
RIVER VALLEY FINANCIAL BANK SUPPLEMENTAL LIFE INSURANCE AGREEMENTSupplemental Life Insurance Agreement • January 31st, 2007 • River Valley Bancorp • Savings institution, federally chartered • Indiana
THIS SUPPLEMENTAL LIFE INSURANCE AGREEMENT (the “Agreement”) is adopted this 25th day of January, 2007, by and between RIVER VALLEY FINANCIAL BANK, a savings association located in Madison, Indiana (the “Bank”), and MATTHEW FORRESTER (the “Executive”).
Reorganization Agreement Among River Valley Bancorp, River Valley Financial Bank, Citizens Union Bancorp of Shelbyville, Inc. And Dupont State Bank December 5, 2011Reorganization Agreement • December 5th, 2011 • River Valley Bancorp • Savings institution, federally chartered • Indiana
This REORGANIZATION AGREEMENT is made as of this 5th day of December, 2011 (“Agreement”), by and among River Valley Bancorp, an Indiana corporation (“RVB”), Citizens Union Bancorp of Shelbyville, Inc. (“Citizens”), a Kentucky corporation, River Valley Financial Bank, a federal savings bank wholly owned by RVB (“River”), and Dupont State Bank (“Dupont”), an Indiana commercial bank wholly owned by Citizens.
First Amendment To Amended and Restated Employment AgreementEmployment Agreement • March 18th, 2014 • River Valley Bancorp • Savings institution, federally chartered • Indiana
This First Amendment to Amended and Restated Employment Agreement is by and among River Valley Financial Bank, a federal savings bank (the “Bank”), John Muessel (“Employee”), and River Valley Bancorp, an Indiana corporation (the “Holding Company”).
FIRST AMENDMENT TO THEReorganization Agreement • May 31st, 2012 • River Valley Bancorp • Savings institution, federally chartered
This First Amendment (this “Amendment”) to the Reorganization Agreement (the “Agreement”) dated December 5, 2011, among River Valley Bancorp, an Indiana corporation (“RVB”), Citizens Union Bancorp of Shelbyville, Inc., a Kentucky corporation (“Citizens”), River Valley Financial Bank, a federal savings bank wholly owned by RVB (“River”), and Dupont State Bank, an Indiana commercial bank wholly owned by Citizens (“Dupont”), is made and entered into among RVB, Citizens, River and Dupont as of May 31, 2012.
Third Amendment to theReorganization Agreement • August 6th, 2012 • River Valley Bancorp • Savings institution, federally chartered
This Third Amendment (this “Amendment”) to the Reorganization Agreement (the “Agreement”) dated December 5, 2011, among River Valley Bancorp, an Indiana corporation (“RVB”), Citizens Union Bancorp of Shelbyville, Inc., a Kentucky corporation (“Citizens”), River Valley Financial Bank, a federal savings bank wholly owned by RVB (“River”), and Dupont State Bank, an Indiana commercial bank wholly owned by Citizens (“Dupont”), is made and entered into among RVB, Citizens, River and Dupont as of July 31, 2012.
AMENDED AND RESTATED DIRECTOR DEFERRED COMPENSATION MASTER AGREEMENTDirector Deferred Compensation Master Agreement • November 26th, 2007 • River Valley Bancorp • Savings institution, federally chartered • Indiana
This Director Deferred Compensation Master Agreement (the “Agreement”), originally effective as of the 1st day of November, 1993, is hereby amended and restated effective January 1, 2005 and formalizes the understanding by and between RIVER VALLEY FINANCIAL BANK (formerly known as MADISON FIRST FEDERAL SAVINGS & LOAN ASSOCIATION) (the “Bank”), a federally chartered savings and loan, and certain eligible Directors, hereinafter referred to as “Director”, who shall be approved by the Bank to participate and who shall elect to become a party to this Amended and Restated Director Deferred Compensation Master Agreement by execution of a Director Deferred Compensation Joinder Agreement (“Joinder Agreement”) in a form provided by the Bank.
