Hopfed Bancorp Inc Sample Contracts
EXHIBIT 99.3 HOPFED BANCORP, INC. 1999 STOCK OPTION PLAN ----------------------------------------- Agreement for Incentive Stock Options ----------------------------------------- THIS STOCK OPTION (the "Option") grants ___________________ (the...Incentive Stock Option Agreement • May 27th, 1999 • Hopfed Bancorp Inc • Savings institution, federally chartered
Standard Contracts
WITNESSETH: -----------Acquisition Agreement • March 8th, 2002 • Hopfed Bancorp Inc • Savings institution, federally chartered • Indiana
Exhibit 10.1 EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is entered into as of the 31st day of May 2000, by and between HopFed Bancorp, Inc. (the "Company") and John E. Peck (the "Employee"). WHEREAS, the Company desires to employ the...Employment Agreement • August 14th, 2000 • Hopfed Bancorp Inc • Savings institution, federally chartered • Kentucky
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the 1st day of June 2001, by and between HopFed Bancorp, Inc. (the "Company") and Billy C. Duvall (the "Employee"). WHEREAS, the Company desires to employ the Employee; and...Employment Agreement • August 14th, 2001 • Hopfed Bancorp Inc • Savings institution, federally chartered • Kentucky
By:_________________________ By:__________________________ Corporate Secretary PresidentStock Certificate • June 27th, 1997 • Hopfed Bancorp Inc
is the owner of _____________ fully paid and nonassessable shares of the common stock of HOPFED BANCORP, INC. (the "Corporation"), a corporation formed under the laws of the State of Delaware.
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the first day of July 2002, by and between HopFed Bancorp, Inc. (the "Company") and Michael L. Woolfolk (the "Employee"). WHEREAS, the Company desires to employ the Employee; and...Employment Agreement • November 19th, 2002 • Hopfed Bancorp Inc • Savings institution, federally chartered • Kentucky
HOPFED BANCORP, INC. 2,040,000 TO 2,760,000 Shares Common Stock ($.01 Par Value) $10.00 Per Share SALES AGENCY AGREEMENT ---------------------- Friedman, Billings, Ramsey & Co., Inc. Potomac Tower 1001 Nineteenth Street North Arlington, VA 22209...Sales Agency Agreement • September 17th, 1997 • Hopfed Bancorp Inc • Savings institution, federally chartered • Kentucky
Exhibit 10.1 EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is entered into as of the 15th day of August, 2000, by and between Hopkinsville Federal Savings Bank (the "Bank") and Michael L. Woolfolk (the "Employee"). WHEREAS, the Bank desires...Employment Agreement • November 14th, 2000 • Hopfed Bancorp Inc • Savings institution, federally chartered • Kentucky
EXHIBIT 99.4 HOPFED BANCORP, INC. 1999 STOCK OPTION PLAN -------------------------------------------- Agreement for Non-Incentive Stock Options -------------------------------------------- THIS STOCK OPTION (the "Option") grants...Non-Incentive Stock Option Agreement • May 27th, 1999 • Hopfed Bancorp Inc • Savings institution, federally chartered
EXHIBIT 99.5 HOPFED BANCORP, INC. 1999 STOCK OPTION PLANStock Appreciation Rights Agreement • May 27th, 1999 • Hopfed Bancorp Inc • Savings institution, federally chartered
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the 1st day of June, 2001, by and between Hopkinsville Federal Bank (the "Bank") and Billy C. Duvall (the "Employee"). WHEREAS, the Bank desires to employ the Employee; and...Employment Agreement • August 14th, 2001 • Hopfed Bancorp Inc • Savings institution, federally chartered • Kentucky
3,333,334 Shares HopFed Bancorp, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2010 • Hopfed Bancorp Inc • Savings institution, federally chartered • Illinois
HopFed Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom Howe Barnes Hoefer & Arnett, Inc. is acting as representative (the “Representative”) an aggregate of 3,333,334 shares (the “Firm Shares”) of the common stock, $0.01 par value per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments, if any, in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 500,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2018 • Hopfed Bancorp Inc • State commercial banks • Kentucky
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 26th day of June, 2018, by and between Heritage Bank USA, Inc. (the “Bank”) and Bailey K. Knight (the “Employee”).
MUTUAL TERMINATION OF EMPLOYMENT AGREEMENTMutual Termination of Employment Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana
This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and John E. Peck, the current President and Chief Executive Officer of HopFed and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.
EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2018 • Hopfed Bancorp Inc • State commercial banks • Kentucky
THIS AGREEMENT (this “Agreement”) is entered into as of the 26th day of June, 2018, by and between HopFed Bancorp, Inc. (the “Company”) and Bailey K. Knight (the “Employee”).
Form of Underwriting Agreement [ ] Shares HopFed Bancorp, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2010 • Hopfed Bancorp Inc • Savings institution, federally chartered • Illinois
HopFed Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom Howe Barnes Hoefer & Arnett, Inc. is acting as representative (the “Representative”) an aggregate of [ ] shares (the “Firm Shares”) of the common stock, $0.01 par value per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments, if any, in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
NON-DISCLOSURE AND NON-SOLICITATION AGREEMENTNon-Disclosure and Non-Solicitation Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana
THIS NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT (“Agreement”) is made and entered into, effective as of the date first written below, by and among First Financial Corporation (“First Financial”), First Financial Bank, N.A. (“Bank”), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (“HopFed”), Heritage Bank USA, Inc., (“Heritage”), a wholly-owned subsidiary of HopFed, and Bailey K. Knight (“Employee”). “Banking Organization” shall mean First Financial, the Bank, HopFed, and/or Heritage. “Financial Institution” shall mean the Bank and/or Heritage. First Financial, the Bank, HopFed, Heritage and Employee may be collectively referenced as the “parties” or individually as a “party.”
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the first day of July, 2002, by and between Heritage Bank (the "Bank") and Michael L. Woolfolk (the "Employee"). WHEREAS, the Employee currently serves as Executive Vice President...Employment Agreement • November 19th, 2002 • Hopfed Bancorp Inc • Savings institution, federally chartered • Kentucky
HOPFED BANCORP, INC. Restricted Share Award Agreement Award No. 2012-6Restricted Share Award Agreement • June 25th, 2012 • Hopfed Bancorp Inc • Savings institution, federally chartered
You are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Share Award Agreement (“Award”) and in the HopFed Bancorp, Inc. 2004 Long-Term Incentive Plan (“Plan”), which is attached hereto as Exhibit A. All terms in this Award that begin with a capital letter are defined in the Plan or in this Award. A summary of the Plan appears in the Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before making any decisions relating to this award.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 1999 • Hopfed Bancorp Inc • Savings institution, federally chartered
WHEREAS, as of February 6, 1998, HopFed Bancorp, Inc. (the "Company") and Bruce Thomas (the "Employee") entered into an Employment Agreement employing the Employee as President and Chief Executive Officer of the Company (the "Employment Agreement"); and
RETENTION BONUS AGREEMENTRetention Bonus Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana
This Retention Bonus Agreement (“Agreement”) is voluntarily entered into by and by and between First Financial Bank, National Association (“Bank”), a subsidiary of First Financial Corporation (“First Financial”), and John E. Peck (“Employee”) (collectively referred to as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2008 • Hopfed Bancorp Inc • Savings institution, federally chartered • Kentucky
THIS AGREEMENT is entered into as of the 17th day of April, 2008, by and between HopFed Bancorp, Inc. (the “Company”) and John E. Peck (the “Employee”).
AGREEMENT AND PLAN OF MERGER by and between First Financial Corporation and HopFed Bancorp, Inc. Dated as of January 7, 2019Merger Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana
AGREEMENT AND PLAN OF MERGER, dated as of January 7, 2019 (this “Agreement”), by and between HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), and First Financial Corporation, an Indiana corporation (“First Financial”).
MUTUAL TERMINATION OF EMPLOYMENT AGREEMENTMutual Termination of Employment Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana
This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and Michael L. Woolfolk, the current Executive Vice President and Chief Operations Officer of Heritage Bank and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.
EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 7th day of January, 2019, by and between First Financial Bank, National Association (“Bank”), a subsidiary of First Financial Corporation (“First Financial”), First Financial, and John E. Peck (“Employee”) (collectively referred to as the “Parties”).
STANDSTILL AGREEMENTStandstill Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana
THIS STANDSTILL AGREEMENT (the “Agreement”), dated this 21st day of December, 2018, is by and among First Financial Corporation (the “Company”), Stilwell Activist Fund, L.P. (“Activist Fund”), Stilwell Activist Investments, L.P. (“Activist Investments”), Stilwell Associates, L.P. (“Stilwell Associates”), Stilwell Value LLC (“Stilwell Value”), and Joseph Stilwell, an individual (collectively, with Activist Fund, Activist Investments, Stilwell Associates, and Stilwell Value, the “Stilwell Group,” and each individually, a “Stilwell Group Member”).
STOCK OPTION AGREEMENTStock Option Agreement • March 19th, 2013 • Hopfed Bancorp Inc • Savings institution, federally chartered
THIS STOCK OPTION AGREEMENT (this "Agreement") is made this 18th day of March, 2013, between Stilwell Value LLC ("Stilwell"), having its offices at 111 Broadway, 12th Floor, New York, NY 10006, and Robert Bolton, an individual with offices at 2507 Browncroft Boulevard, # 102, Rochester, NY 14625 (the "Optionee").
STANDSTILL AGREEMENTStandstill Agreement • February 4th, 2015 • Hopfed Bancorp Inc • State commercial banks • Delaware
THIS AGREEMENT, dated as of the 2nd day of February 2015, by and between HopFed Bancorp, Inc. (the “Company” ), a Delaware corporation that owns all of the stock of Heritage Bank USA, Inc. (the “Bank”), and Maltese Capital Management, an Investment Management Company formerly known as Sandler O’Neill Asset Management, LLC (“Maltese”).
January 2013 Via Hand Delivery [Senior Executive Officer] Dear [Senior Executive Officer], As you are aware, HopFed Bancorp, Inc. (the “Company”) entered into a Securities Purchase Agreement with the United States Department of Treasury (the...Letter Agreement • January 17th, 2013 • Hopfed Bancorp Inc • Savings institution, federally chartered
Effective December 19, 2012, the Company repaid the Federal Government the financial assistance it received under the CPP. At such time, the Federal Government only holds a warrant to purchase common stock of the Company. Accordingly, the limitations contained in your Letter Agreement are no longer applicable, and your Letter Agreement is hereby terminated effective as of December 19, 2012. The Company’s Board of Directors appreciates the concessions you have made and looks forward to your continued leadership during these financially turbulent times.
HOPFED BANCORP, INC. Restricted Share Award Agreement Award No.Restricted Share Award Agreement • July 8th, 2013 • Hopfed Bancorp Inc • Savings institution, federally chartered
You are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Share Award Agreement (“Award”) and in the HopFed Bancorp, Inc. (the “Company”) 2013 Long-Term Incentive Plan (“Plan”), which is attached hereto as Exhibit A. All terms in this Award that begin with a capital letter are defined in the Plan or in this Award. A summary of the Plan appears in the Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before making any decisions relating to this award.
EMPLOYMENT AGREEMENT As Amended and RestatedEmployment Agreement • June 26th, 2018 • Hopfed Bancorp Inc • State commercial banks • Kentucky
THIS AGREEMENT is entered into as of the 20th day of June, 2018, by and between Heritage Bank USA, Inc. (the “Bank”) and John E. Peck (the “Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 1999 • Hopfed Bancorp Inc • Savings institution, federally chartered
Employment Agreement Amendments by and between Hopkinsville Federal Savings Bank and Bruce Thomas, Peggy R. Noel and Boyd M. Clark
UNITED STATES DEPARTMENT OF THE TREASURYRepurchase Agreement • January 17th, 2013 • Hopfed Bancorp Inc • Savings institution, federally chartered
Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 14th, 2013 • Hopfed Bancorp Inc • Savings institution, federally chartered • Delaware
Agreement and Plan of Merger (“Agreement”) as of February 11, 2013, by and among Sumner Bank & Trust, a banking corporation organized and existing under the laws of the State of Tennessee (“Sumner”), HopFed Bancorp, Inc., a Delaware corporation (“HFBC”), Heritage Bank, a federal savings bank (“Heritage”), and Heritage Interim Corporation, a wholly-owned Tennessee acquisition subsidiary of Heritage (“Interim”).
FORM OF VOTING AGREEMENTVoting Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana
This Voting Agreement (the “Voting Agreement”) is entered into by and among First Financial Corporation, an Indiana corporation (“First Financial”), and each of the undersigned directors of HopFed Bancorp, Inc., a Delaware corporation (“HopFed”). Each of the undersigned, being all of the directors of HopFed, hereby agrees in his or her individual capacity as a shareholder to vote all shares of common stock of HopFed (“HopFed Common Stock”) that are registered in his or her personal name in favor of that certain Agreement and Plan of Merger (“Agreement and Plan of Merger”) dated January 7, 2019 between HopFed and First Financial, and agrees to use his or her reasonable efforts to cause all additional shares of HopFed Common Stock owned (i) jointly by him or her with any other person, or (ii) by his or her spouse and over which he or she has voting influence or control, to be voted in favor of the Agreement and Plan of Merger.
