Wayne Savings Bancshares Inc /De/ Sample Contracts

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 2nd, 2017 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • Delaware

This INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of ______, 2017, by and between Wayne Savings Bancshares, Inc., a Delaware corporation (the “Company”), and David L. Lehman, an individual resident of the State of Ohio (the “Indemnitee”).

EXHIBIT 10.1
Employment Agreement • September 18th, 2001 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • Ohio
EXHIBIT 99.5
Consulting Agreement • September 18th, 2001 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered

This letter sets forth the agreement between Wayne Savings Bankshares, Inc. ("Wayne Savings" or the "Company"), subsidiary of Wayne Savings Bankshares, MHC, Wooster, Ohio (the "MHC"), and RP Financial, LC. ("RP Financial"), whereby the Company has engaged RP Financial to prepare the written document and financial projections reflecting the pro forma impact of the mutual to stock conversion of the MHC and the post-conversion activities of the Company. These services are described in greater detail below.

EXHIBIT 2
Merger Agreement • November 5th, 2003 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • Ohio
FORM OF WAYNE SAVINGS COMMUNITY BANK CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • September 18th, 2001 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • Ohio
WAYNE SAVINGS COMMUNITY BANK AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 6th, 2006 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • Ohio

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2006 by and between Wayne Savings Community Bank (the “Bank”), an Ohio savings and loan association, with its principal administrative office at 151 North Market Street, Wooster, Ohio and Bryan K. Fehr (the “Executive”). Any reference to “Company” herein shall mean Wayne Savings Bancshares, Inc. the stock holding company parent of the Bank or any successor thereto.

WAYNE SAVINGS COMMUNITY BANK EMPLOYMENT AGREEMENT
Employment Agreement • October 3rd, 2017 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • Ohio

This Employment Agreement ("Agreement") is made and entered into as of August 29, 2017 by and between Wayne Savings Community Bank (the "Bank"), an Ohio commercial bank, with its principal administrative office at 151 North Market Street, Wooster, Ohio and James R. VanSickle, II (the "Executive"). Any reference to "Company" herein shall mean Wayne Savings Bancshares, Inc., the parent stock holding company of the Bank or any successor thereto.

ARTICLE I MERGER OF INTERIM INTO THE BANK AND RELATED MATTERS
Agreement and Plan of Reorganization • November 26th, 1997 • Wayne Savings Bancshares Inc/ • Ohio
WAYNE SAVINGS COMMUNITY BANK GROUP TERM CARVE-OUT PLAN FOR SENIOR VICE PRESIDENT AND ABOVE
Group Term Carve-Out Plan • May 10th, 2013 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • Ohio

THIS PLAN, hereby made effective this 27th day of November 2002 (the "Effective Date"), by and between Wayne Savings Community Bank, a state-chartered savings and loan association located in Wooster, Ohio (the "Bank"), and the Participant (the "Participant") selected to participate in this Plan, intending to be legally bound hereby.

ADDENDUM TO WAYNE SAVINGS COMMUNITY BANK AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 21st, 2012 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered

This Addendum is entered into by and between Wayne Savings Community Bank (the “Bank”), an Ohio savings and loan association, with its principal administrative office at 151 N. Market Street, Wooster, Ohio, and H. Stewart Fitz Gibbon III (“Executive”) this 20th day of November, 2012.

SEPARATION AGREEMENT
Separation Agreement • January 5th, 2017 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • Ohio

This Separation Agreement (“Agreement”) is entered into as of December 29, 2016 by and among Wayne Savings Bancshares, Inc., a Delaware corporation (the “Company”), Wayne Savings Community Bank (the “Bank”), and H. Stewart Fitz Gibbon III (“Mr. Fitz Gibbon”), to describe the terms and conditions of Mr. Fitz Gibbon’s separation from service with the Company and the Bank. The Company and the Bank are sometimes referred to collectively herein as the “Wayne Savings Entities” and the Wayne Savings Entities and Mr. Fitz Gibbon are sometimes referred to collectively herein as the “Parties.”

EXHIBIT 1.3
Selected Dealer Agreement • December 14th, 2001 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • New York
WAYNE SAVINGS COMMUNITY BANK EMPLOYMENT AGREEMENT
Employment Agreement • April 18th, 2008 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • Ohio

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of APRIL, 14 th, 2008 by and between Wayne Savings Community Bank (the “Bank”), an Ohio savings and loan association, with its principal administrative office at 151 North Market Street, Wooster, Ohio and Steven Dimos (the “Executive”). Any reference to “Company” herein shall mean Wayne Savings Bancshares, Inc. the stock holding company parent of the Bank or any successor thereto.

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ADDENDUM TO WAYNE SAVINGS COMMUNITY BANK EMPLOYMENT AGREEMENT
Employment Agreement • November 21st, 2012 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered

This Addendum is entered into by and between Wayne Savings Community Bank (the “Bank”), an Ohio savings and loan association, with its principal administrative office at 151 N. Market Street, Wooster, Ohio, and Rodney C. Steiger (“Executive”) this 20th day of November, 2012.

WAYNE SAVINGS COMMUNITY BANK AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 6th, 2006 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • Ohio

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2006 by and between Wayne Savings Community Bank (the “Bank”), an Ohio savings and loan association, with its principal administrative office at 151 North Market Street, Wooster, Ohio and Wendy S. Blosser (the “Executive”). Any reference to “Company” herein shall mean Wayne Savings Bancshares, Inc. the stock holding company parent of the Bank or any successor thereto.

WAYNE SAVINGS BANCSHARES, INC. /WAYNE SAVINGS COMMUNITY BANK EMPLOYMENT AGREEMENT PRESIDENT AND CEO
Employment Agreement • November 26th, 2014 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • Ohio

This Employment Agreement (Agreement) is made and entered into as of November 3, 2014, by and between Wayne Savings Bancshares, Inc. (the Company), a Delaware corporation, with its principal administrative office at 151 North Market Street, Wooster, Ohio, the Company’s wholly owned subsidiary, Wayne Savings Community Bank (the Bank) and H. Stewart Fitz Gibbon III (the Executive). The Company and the Bank are sometimes referred to collectively herein as the Wayne Savings Entities.

TRANSFER AND ASSUMPTION AGREEMENT BETWEEN THOMASVILLE NATIONAL BANK AND WAYNE SAVINGS COMMUNITY BANK Dated as of July 2, 2012
Transfer and Assumption Agreement • July 5th, 2012 • Wayne Savings Bancshares Inc /De/ • Savings institution, federally chartered • Ohio

THIS AGREEMENT (this “Agreement”) is made and entered into as of July 2, 2012, by and between Thomasville National Bank (“TNB”), a national bank with authorized trust powers chartered under the laws of the United States, and Wayne Savings Community Bank (“WSCB”), an Ohio state savings and loan association with authorized trust powers.

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