ContractEmployment Agreement • December 23rd, 2005 • Citizens Community Bancorp • National commercial banks • Wisconsin
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 1st day of July, 2005, by and between Citizens Community Federal (the "Bank") and Brian P. Ashley (the "Employee"). WHEREAS, the Employee is being employed by the Bank on this date in connection with the merger of Community Plus Savings Bank, Rochester Hills, Michigan ("Community") with and into the Bank; and WHEREAS, the Employee is being hired as the Senior Vice President of the Community Plus Division of the Bank ("Community Division"); and WHEREAS, the Board of Directors believes it is in the best interests of the Bank to enter into this Agreement with the Employee in order to assure continuity of management of the Bank; and WHEREAS, the Board of Directors has approved and authorized the execution of this Agreement with the Employee to take effect as stated in Section 2 hereof; NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreem
CITIZENS COMMUNITY BANCORP 978,650 Shares COMMON SHARES (Par Value $.01 Per Share) Subscription Price $10.00 Per Share AGENCY AGREEMENT ____________ __, 2004Agency Agreement • December 29th, 2003 • Citizens Community Bancorp
Keefe, Bruyette & Woods, Inc. 211 Bradenton Drive Dublin, Ohio 43017-5034 Ladies and Gentlemen: Citizens Community Federal, a federally chartered mutual savings institution ("the Bank"), Citizens Community Bancorp, a federally chartered savings and loan holding company (the "Company") and Citizens Community Mutual Holding Company, a federally chartered mutual holding company (the "MHC") hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. ("KBW" or the "Agent"), as follows: Section 1. The Offering. The Bank, in accordance with the Plan of Reorganization and Stock Issuance Plan adopted by its Board of Directors (as amended, the "Plan"), intends to reorganize into a mutual holding company form of ownership pursuant to the multi-step transaction defined below. In addition, pursuant to the Plan, the Company will offer and sell up to 978,650 of its common shares, par value $.01 per share ("Common Shares"), in a subscription offering (the "Subs
AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 6, 2005 BY AND AMONG CITIZENS COMMUNITY MHC, CITIZENS COMMUNITY BANCORP, CITIZENS COMMUNITY FEDERAL AND COMMUNITY PLUS SAVINGS BANKMerger Agreement • January 7th, 2005 • Citizens Community Bancorp • National commercial banks
This is an Agreement and Plan of Merger, dated as of the 6th day of January, 2005 ("Agreement"), by and among Citizens Community MHC, a federally chartered mutual holding company ("Acquiror MHC"), Citizens Community Bancorp, a federally chartered subsidiary holding company ("Acquiror Bancorp"), Citizens Community Federal, a federally chartered stock savings bank ("Acquiror Bank") (Acquiror MHC, Acquiror Bancorp and Acquiror Bank being collectively referred to as "Acquiror"), and Community Plus Savings Bank, a federally chartered mutual savings bank ("Acquiree Bank").
RP FINANCIAL, LC.Appraisal Services Agreement • December 29th, 2003 • Citizens Community Bancorp
This letter sets forth the agreement between Citizens Community Federal, Altoona, Wisconsin ("Citizens Community"), and RP Financial, LC. ("RP Financial") for the independent appraisal services pertaining to Citizens Community's reorganization into a "two-tier" mutual holding company (the "Reorganization"), including the formation of a mid-tier stock holding company and minority stock offering by the mid-tier stock holding company (the "Stock Offering"). The specific appraisal services to be rendered by RP Financial are described below. These appraisal services will be rendered by a team of two to three senior consultants on staff and will be directed by the undersigned.
TELECOPIER NUMBER (202) 337-5502 1700 WISCONSIN AVENUE, N.W. WASHINGTON, D.C. 20007 (202) 295-4500 WWW.SFTLAW.COM WRITER'S DIRECT DIAL # (202) 295-4503Opinion of Counsel • February 11th, 2004 • Citizens Community Bancorp • National commercial banks
^ February 10, 2004 Board of Directors Citizens Community Federal 2174 Eastridge Center Eau Claire, Wisconsin 54701 Re: Proposed Reorganization to Mutual Holding Company Structure (the "Reorganization") Board Members: In connection with the Reorganization, we render the following opinion of counsel. Capitalized terms used herein which are not expressly defined herein shall have the meaning ascribed to them in the Amended Plan of Reorganization and Stock Issuance Plan adopted December 18, 2003 (the "Plan"). FACTS Bank is a federally chartered mutual savings bank engaged in thrift and thrift related businesses. As a mutual entity, Bank does not have any authorized capital stock. Instead, holders of Bank deposit accounts have liquidation and voting rights in Bank. The Board of Directors of Bank believes that a mutual holding company structure will provide for increased flexibility in future operations, borrowings and the public or private offering of debt sec
ContractTax Sharing Agreement • December 29th, 2004 • Citizens Community Bancorp • National commercial banks
TAX SHARING AGREEMENT THIS AGREEMENT made as of July 15, 2004, by and between Citizens Community Bancorp, ("Holding Company"), and Citizens Community Federal, a federally chartered banking corporation ("Subsidiary"). WHEREAS, Holding Company owns greater than eighty percent (80%) of the issued and outstanding shares of capital stock of Subsidiary and proposes to include Subsidiary in filing a consolidated Federal income tax return; and, WHEREAS, Holding Company and Subsidiary (collectively, the "Group") desire to establish a method for allocating the consolidated Federal income tax liability of the Group among its members and for reimbursing Holding Company for the payment of such tax liability; NOW, THEREFORE, Holding Company and Subsidiary agree as follows:
RP FINANCIAL, LC.Consulting Agreement • December 29th, 2003 • Citizens Community Bancorp
This letter sets forth the agreement between Citizens Community Federal, Altoona, Wisconsin ("Citizens Community"), and RP Financial, LC. ("RP Financial"), whereby Citizens Community has engaged RP Financial to prepare the regulatory business plan and financial projections to be adopted by Citizens Community's Board of Directors in conjunction with the concurrent reorganization and minority stock offering. These services are described in greater detail below.
TELECOPIER NUMBER (202) 337-5502 1700 WISCONSIN AVENUE, N.W. WASHINGTON, D.C. 20007 (202) 295-4500 WWW.SFTLAW.COM WRITER'S DIRECT DIAL # (202) 295-4503Opinion of Counsel • February 5th, 2004 • Citizens Community Bancorp • National commercial banks
January 30, 2004 Board of Directors Citizens Community Federal 2174 Eastridge Center Eau Claire, Wisconsin 54701 Re: Proposed Reorganization to Mutual Holding Company Structure (the "Reorganization") Board Members: In connection with the Reorganization, we render the following opinion of counsel. Capitalized terms used herein which are not expressly defined herein shall have the meaning ascribed to them in the Amended Plan of Reorganization and Stock Issuance Plan adopted December 18, 2003 (the "Plan"). FACTS Bank is a federally chartered mutual savings bank engaged in thrift and thrift related businesses. As a mutual entity, Bank does not have any authorized capital stock. Instead, holders of Bank deposit accounts have liquidation and voting rights in Bank. The Board of Directors of Bank believes that a mutual holding company structure will provide for increased flexibility in future operations, borrowings and the public or private offering of debt securi
