BV Financial, Inc. Sample Contracts

FORM OF
Restricted Stock Award Agreement • November 21st, 2005 • BV Financial, Inc. • Savings institution, federally chartered
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905,625 Shares (subject to increase up to 1,041,469 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) BV FINANCIAL, INC. (a federal stock holding company) Common Stock (par value $.01 per share) AGENCY...
Agency Agreement • November 12th, 2004 • BV Financial, Inc. • Savings institution, federally chartered • New York
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LOAN AGREEMENT
Loan Agreement • September 17th, 2004 • BV Financial, Inc. • Maryland

THIS LOAN AGREEMENT (“Loan Agreement”) is made and entered into as of the day of , 2004, by and between the BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Borrower”), a trust forming part of the Bay-Vanguard Federal Savings Bank Employee Stock Ownership Plan (“ESOP”); and BV FINANCIAL, INC. (“Lender”), a corporation organized and existing under the laws of the United States of America.

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BAY-VANGUARD FEDERAL SAVINGS BANK THREE-YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 13th, 2023 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

This AGREEMENT (“Agreement”) is hereby entered into as of July 1, 2014 by and between BAY-VANGUARD FEDERAL SAVINGS BANK (the “Bank”), a federally-chartered savings bank, with its principal offices at 7114 North Point Road, Baltimore, Maryland 21219, MICHAEL J. DEE (“Executive”), and BV FINANCIAL, INC. (the “Company”), a federally-chartered corporation and the holding company of the Bank, as guarantor.

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FORM OF THREE-YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • September 17th, 2004 • BV Financial, Inc. • Maryland

This AGREEMENT (“Agreement”) is hereby entered into as of , 2004, by and between BAY-VANGUARD FEDERAL SAVINGS BANK (the “Bank”), a federally chartered savings bank, with its principal offices at , (“Executive”), and BV FINANCIAL, INC. (the “Company”), a federally chartered corporation and the holding company of the Bank, as guarantor.

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BAY-VANGUARD FEDERAL SAVINGS BANK TWO-YEAR EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2005 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

THIS AGREEMENT (the “Agreement”), made this 12th day of January, 2005, by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and DANIEL J. GALLAGHER, JR. (“Executive”).

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BAY-VANGUARD FEDERAL SAVINGS BANK SALARY CONTINUATION AGREEMENT FOR DAVID M. FLAIR
Salary Continuation Agreement • March 13th, 2023 • BV Financial, Inc. • Savings institution, federally chartered

THIS SALARY CONTINUATION PLAN FOR DAVID M. FLAIR (the “Plan”) is effective as of [date], and is entered into by Bay-Vanguard Federal Savings Bank (the “Bank”) and David M. Flair (“Executive”).

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BAY-VANGUARD FEDERAL SAVINGS BANK EXECUTIVE SPLIT DOLLAR AGREEMENT
Executive Split Dollar Agreement • March 13th, 2023 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

This EXECUTIVE SPLIT DOLLAR AGREEMENT is entered into as of this 12th day of April, 2017, by and between Bay-Vanguard Federal Savings Bank, a federally chartered savings institution with its main office in Baltimore, MD (“the Bank”) and David M. Flair (“the Executive”). This Executive Split Dollar Agreement shall append the Split Dollar Endorsement entered into on even date herewith, or as subsequently amended, by and between the Executive and the Bank.

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Up to 13,225,000 Shares (Subject to increase up to 15,208,750 in shares as a result of demand for the shares of common stock in the offering or changes in market conditions) BV Financial, Inc. (a Maryland corporation) Common Stock (par value $0.01 per...
Agency Agreement • May 17th, 2023 • BV Financial, Inc. • Savings institution, federally chartered • New York
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BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2005 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

THIS AGREEMENT, made this 12th day of January, 2005 (the “Agreement”), by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and CAROLYN M. MROZ (“Executive”). References to the “Company” herein shall mean BV FINANCIAL, INC., a federally-chartered corporation and the Bank holding company.

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BV FINANCIAL, INC. EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2005 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

THIS AGREEMENT, made this 12th day of January, 2005 (the “Agreement”), by and between BV FINANCIAL, INC., a federally-chartered corporation (the “Company”) and EDMUND T. LEONARD (“Executive”). References to the “Bank” herein shall mean BAY-VANGUARD FEDERAL SAVINGS BANK, a federally chartered savings institution.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2023 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

This Employment Agreement (the “Agreement”) is made and entered into on August 28, 2018, by and between BayVanguard Bank (the “Bank”), BV Financial, Inc. (“BVFI”), the stock holding company of the Bank, Bay-Vanguard, M.H.C., a federal mutual holding company and David M. Flair (“Executive”). Any reference to the “Company” shall mean BVFI and Bay-Vanguard, M.H.C.

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AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2009 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

THIS AGREEMENT, originally entered into the 12th day of January, 2005 (the “Agreement”), by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and CAROLYN M. MROZ (“Executive”), is amended and restated in its entirety as of December 18, 2008. References to the “Company” herein shall mean BV FINANCIAL, INC., a federally-chartered corporation and the Bank holding company.

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BV FINANCIAL, INC. EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2005 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

THIS AGREEMENT, made this 12th day of January, 2005 (the “Agreement”), by and between BV FINANCIAL, INC., a federally-chartered corporation (the “Company”) and CAROLYN M. MROZ (“Executive”). References to the “Bank” herein shall mean BAY-VANGUARD FEDERAL SAVINGS BANK, a federally chartered savings institution.

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AMENDED AND RESTATED BV FINANCIAL, INC. EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2009 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

THIS AGREEMENT, originally entered into the 12th day of January, 2005 (the “Agreement”), by and between BV FINANCIAL, INC., a federally-chartered corporation (the “Company”) and CAROLYN M. MROZ (“Executive”), is amended and restated in its entirety as of December 18, 2008. References to the “Bank” herein shall mean BAY-VANGUARD FEDERAL SAVINGS BANK, a federally chartered savings institution.

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BAY-VANGUARD FEDERAL SAVINGS BANK AMENDED AND RESTATED SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT
Supplemental Director Retirement Agreement • March 13th, 2023 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

Effective the 1st day of January, 2008, this AMENDED AND RESTATED SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT (“Agreement”), between Bay-Vanguard Federal Savings Bank (“Bank”), a bank located in Baltimore, Maryland, and Brian K. McHale (“Director”), amends and restates the Director Supplemental Retirement Plan Director Agreement, originally executed between the parties on November 11, 2002.

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AMENDED AND RESTATED BV FINANCIAL, INC. EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2009 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

THIS AGREEMENT, originally entered into this 12th day of January, 2005 (the “Agreement”), by and between BV FINANCIAL, INC., a federally-chartered corporation (the “Company”) and EDMUND T. LEONARD (“Executive”), is amended and restated in its entirety as of December 18, 2008. References to the “Bank” herein shall mean BAY-VANGUARD FEDERAL SAVINGS BANK, a federally chartered savings institution.

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DIRECTOR SUPPLEMENTAL RETIREMENT PLAN DIRECTOR AGREEMENT
Director Supplemental Retirement Plan • September 17th, 2004 • BV Financial, Inc. • Maryland

THIS AGREEMENT is made and entered into this day of , 2002, by and between Bay-Vanguard Federal Savings Bank, a bank organized and existing under the laws of the State of Maryland (hereinafter referred to as the “Bank”), and , a member of the Board of Directors of the Bank (hereinafter referred to as the “Director”).

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Mr. David M. Flair, Co-President and Co-CEO Mr. Michael J. Dee, EVP and CFO BV Financial, Inc. / BayVanguard Bank Sparrows Point, Maryland 21219 Dear Messrs. Flair and Dee:
Appraisal Services Agreement • March 13th, 2023 • BV Financial, Inc. • Savings institution, federally chartered

This letter sets forth the agreement between BayVanguard Bank, Sparrows Point, Maryland (the “Bank”), wholly-owned by BV Financial, Inc. (the “Company”), which in turn is the mid-tier holding company majority owned by Bay-Vanguard, MHC (the “MHC”), collectively, “Bay-Vanguard” or the “Company,” and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with Bay-Vanguard’s second step conversion offering.

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FORM OF THREE-YEAR EMPLOYMENT AGREEMENT
Employment Agreement • September 17th, 2004 • BV Financial, Inc. • Maryland

THIS AGREEMENT (the “Agreement”, made this day of , 2004, by and among BV FINANCIAL, INC., a federally-chartered corporation (the “Company”) BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and (“Executive”).

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EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVE AGREEMENT
Executive Supplemental Retirement Plan • September 17th, 2004 • BV Financial, Inc. • Maryland

THIS AGREEMENT is made and entered into this day of , 2002, by and between Bay-Vanguard Federal Savings Bank, a bank organized and existing under the laws of the State of Maryland (hereinafter referred to as the “Bank”), and , an Executive of the Bank (hereinafter referred to as the “Executive”).

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AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2009 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

THIS AGREEMENT, originally entered into on 12th day of January, 2005 (the “Agreement”), by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and EDMUND T. LEONARD (“Executive”), is amended and restated in its entirety as of December 18, 2008. References to the “Company” herein shall mean BV FINANCIAL, INC., a federally-chartered corporation and the Bank holding company.

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AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK TWO-YEAR EMPLOYMENT AGREEMENT
Two-Year Employment Agreement • May 13th, 2009 • BV Financial, Inc. • Savings institution, federally chartered • Maryland

THIS AGREEMENT, originally entered into on the 12th day of January, 2005 (the “Agreement”), by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and DANIEL J. GALLAGHER, JR. (“Executive”), is amended and restated in its entirety as of December 18, 2008. References to the “Company” herein shall mean BV FINANCIAL, INC., a federally-chartered corporation and the Bank holding company.

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