FedFirst Financial CORP Sample Contracts

WITNESSETH
Employment Agreement • November 14th, 2005 • FedFirst Financial CORP • Savings institution, federally chartered • Pennsylvania
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FORM OF
Restricted Stock Award Agreement • July 10th, 2006 • FedFirst Financial CORP • Savings institution, federally chartered
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WITNESSETH
Employment Agreement • March 30th, 2006 • FedFirst Financial CORP • Savings institution, federally chartered • Pennsylvania
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RETIREMENT AGREEMENT AND GENERAL RELEASE READ IT CAREFULLY NOTICE TO PETER D. GRIFFITH: --------------------------- This is a very important legal document, and you should carefully review and understand the terms and effect of this document before...
Retirement Agreement • November 14th, 2005 • FedFirst Financial CORP • Savings institution, federally chartered • Pennsylvania
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FedFirst Financial Corporation (a Maryland corporation) Up to 2,587,500 Shares (Subject to Increase Up to 2,975,625 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT May 14, 2010
Agency Agreement • May 19th, 2010 • FedFirst Financial CORP • Savings institution, federally chartered • New York
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2,587,500 Shares (subject to increase up to 2,975,625 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) FedFirst Financial Corporation (a federal stock holding company) Common Stock (par value $.01 per...
Agency Agreement • January 27th, 2005 • FedFirst Financial CORP • Savings institution, federally chartered • New York

FedFirst Financial Corporation, a federal stock holding company (the “Company”), FedFirst Financial Mutual Holding Company, a federal mutual savings and loan holding company (the “MHC”), and First Federal Savings Bank, a federal savings bank (the “Bank”), each chartered under the laws of the United States of America, hereby confirm their agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or the “Agent”) with respect to the offer and sale by the Company of up to 2,587,500 shares (subject to increase up to 2,975,625 shares in the event of an increase in the pro forma market value of the Company’s common stock) of the Company’s common stock, par value $.01 per share (the “Common Stock”). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the “Securities.”

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LEASE AGREEMENT
Lease Agreement • December 17th, 2004 • FedFirst Financial CORP • Pennsylvania

THIS LEASE AGREEMENT (“Lease”) is made as of the 1st day of June, 2002, by and between RICHARD B. and WENDY A. BOYER (“Lessor”), and EXCHANGE UNDERWRITERS, INC., a Pennsylvania corporation (“Tenant”).

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FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2004 • FedFirst Financial CORP • Pennsylvania

THIS AGREEMENT (the “Agreement”), made this ____ day of ____, 2005, by and between FEDFIRST FINANCIAL CORPORATION, a federally chartered corporation (the “Company”), FIRST FEDERAL SAVINGS BANK, a federally chartered savings bank (the “Bank”), and Robert L. Breslow (the “Executive”).

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AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN ROBERT C. BARRY, JR., FIRST FEDERAL SAVINGS BANK AND FEDFIRST FINANCIAL CORPORATION
Employment Agreement • August 13th, 2009 • FedFirst Financial CORP • Savings institution, federally chartered

WHEREAS, Robert C. Barry, Jr. entered into an employment agreement with First Federal Savings Bank (the “Bank”) and FedFirst Financial Corporation (the “Company”) effective March 31, 2006 (the “Employment Agreement”); and

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DIRECTOR FEE CONTINUATION AGREEMENT
Director Fee Continuation Agreement • December 17th, 2004 • FedFirst Financial CORP • Pennsylvania

THIS AGREEMENT, made and entered into this 30th day of June, 1999 by and between First Federal Savings Bank, a Bank organized and existing under the laws of the United States, (hereinafter referred to as the, “Bank”), and John J. LaCarte, a member of the Board of Directors of the Bank (hereinafter referred to as the “Director”).

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AMENDMENT TO EXECUTIVE SUPPLEMENT RETIREMENT PLAN AGREEMENT
Executive Supplement Retirement Plan Agreement • May 9th, 2008 • FedFirst Financial CORP • Savings institution, federally chartered • Pennsylvania

THIS AMENDMENT TO EXECUTIVE SUPPLEMENT RETIREMENT PLAN AGREEMENT is made as of the 19th day of July, 2002, by and between FIRST FEDERAL SAVINGS BANK, Sixth and Donner Streets, Monessen, Pennsylvania, its successors and assigns (the “Bank”) and RICHARD B. BOYER, an individual (the “Executive”).

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AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN RICHARD B. BOYER AND EXCHANGE UNDERWRITERS, INC.
Employment Agreement • May 17th, 2010 • FedFirst Financial CORP • Savings institution, federally chartered

WHEREAS, Richard B. Boyer (the “Executive”) entered into an employment agreement with Exchange Underwriters, Inc., a fully owned subsidiary of First Federal Savings Bank, effective June 1, 2008 (the “Employment Agreement”); and

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409A Amendment to the First Federal Savings Bank Executive Supplemental Retirement Plan Agreement for Richard B. Boyer
Executive Supplemental Retirement Plan Agreement • May 9th, 2008 • FedFirst Financial CORP • Savings institution, federally chartered

This Amendment is intended to bring the Agreement into compliance with the requirements of Internal Revenue Code Section 409A. Accordingly, the intent of the parties hereto is that the Agreement shall be operated and interpreted consistent with the requirements of Section 409A. Therefore, the following changes shall be made:

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Contract
Split Dollar Life Insurance Agreement • December 17th, 2004 • FedFirst Financial CORP

The Split Dollar Life Insurance Agreement attached is the agreement by and between First Federal Savings Bank (the “Bank”) and Joseph U. Frye. Such agreement is substantially identical in all material respects (except as otherwise noted below) to the other agreements listed below which are not being filed as separate exhibits to this Registration Statement.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2009 • FedFirst Financial CORP • Savings institution, federally chartered • Pennsylvania

THIS AGREEMENT, originally entered into on October 11, 2005, by and between FIRST FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), FEDFIRST FINANCIAL CORPORATION (the “Company”) and PATRICK G. O’BRIEN (“Executive”) is hereby amended and restated in its entirety effective May 21, 2009 (the “Agreement”).

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Contract
Split Dollar Life Insurance Agreement • December 17th, 2004 • FedFirst Financial CORP

The Split Dollar Life Insurance Agreement attached is the agreement by and between First Federal Savings Bank (the “Bank”) and Peter D. Griffith. Such agreement is substantially identical in all material respects to the agreements by and between the Bank and Robert L. Breslow, and by and between the Bank and DaCosta Smith, III, which are not being filed as separate exhibits to this Registration Statement.

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AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN JOHN G. ROBINSON, FIRST FEDERAL SAVINGS BANK AND FEDFIRST FINANCIAL CORPORATION
Employment Agreement • March 26th, 2007 • FedFirst Financial CORP • Savings institution, federally chartered

WHEREAS, John G. Robinson entered into an employment agreement with First Federal Savings Bank (the “Bank”) and FedFirst Financial Corporation (the “Company”) effective October 11, 2005 (the “Agreement”); and

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FIRST AMENDMENT TO THE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT AND THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT EFFECTIVE JUNE 1, 2002
Executive Supplemental Retirement Plan Agreement and Life Insurance Endorsement Method Split Dollar Plan Agreement • May 9th, 2008 • FedFirst Financial CORP • Savings institution, federally chartered

This Amendment, made and entered into this 13th day of September, 2005, by and between First Federal Savings Bank, a bank organized and existing under the laws of the United States of America, hereinafter referred to as the, “Bank”, and Richard B. Boyer, an Employee and Executive of the Bank, hereinafter referred to as the, “Executive”, shall effectively amend the Executive Supplemental Retirement Plan Agreement and the Life Insurance Endorsement Method Split Dollar Plan Agreement effective June 1, 2002.

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EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2004 • FedFirst Financial CORP • Pennsylvania

This Employment Agreement is made and entered into as of the 1st day of June, 2002, by and between EXCHANGE UNDERWRITERS, INC., a Pennsylvania corporation (the “Company”), and RICHARD B. BOYER (“Boyer”).

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LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Split Dollar Life Insurance Agreement • December 17th, 2004 • FedFirst Financial CORP • Pennsylvania

The respective rights and duties of the Bank and the Insured in the subject policy shall be pursuant to the terms set forth below:

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AMENDMENT TO LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Life Insurance Endorsement Method Split Dollar Plan Agreement • May 9th, 2008 • FedFirst Financial CORP • Savings institution, federally chartered • Pennsylvania

THIS AMENDMENT TO LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT (this “Amendment”) is made as of the 19th day of July, 2002, by and between FIRST FEDERAL SAVINGS BANK, Sixth and Donner Streets, Monessen, Pennsylvania, its successors and assigns (the “Bank”) and RICHARD BOYER, an individual (“Boyer”).

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AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN PATRICK G. O’BRIEN, FIRST FEDERAL SAVINGS BANK AND FEDFIRST FINANCIAL CORPORATION
Employment Agreement • March 26th, 2007 • FedFirst Financial CORP • Savings institution, federally chartered

WHEREAS, Patrick G. O’Brien entered into an employment agreement with First Federal Savings Bank (the “Bank”) and FedFirst Financial Corporation (the “Company”) effective October 11, 2005 (the “Agreement”); and

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AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN PATRICK G. O’BRIEN, FIRST FEDERAL SAVINGS BANK AND FEDFIRST FINANCIAL CORPORATION
Employment Agreement • May 17th, 2010 • FedFirst Financial CORP • Savings institution, federally chartered

WHEREAS, Patrick G. O’Brien (the “Executive”) entered into an employment agreement with First Federal Savings Bank (the “Bank”) and FedFirst Financial Corporation (the “Company”) effective May 21, 2009 (the “Employment Agreement”); and

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Form of 409A Amendment to the Director Fee Continuation Agreements Between First Federal Savings Bank and Joseph U. Frye, John J. LaCarte and Jack M. McGinley
Director Fee Continuation Agreement • May 9th, 2008 • FedFirst Financial CORP • Savings institution, federally chartered

This Amendment is intended to bring the Agreement into compliance with the requirements of Internal Revenue Code Section 409A. Accordingly, the intent of the parties hereto is that the Agreement shall be operated and interpreted consistent with the requirements of Section 409A. Therefore, the following changes shall be made:

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FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN FEDFIRST FINANCIAL CORPORATION, FIRST FEDERAL SAVINGS BANK AND ROBERT C. BARRY, JR.
Employment Agreement • August 13th, 2009 • FedFirst Financial CORP • Savings institution, federally chartered

This Amendment to the Employment Agreement between FEDFIRST FINANCIAL CORPORATION (the “Company”), FIRST FEDERAL SAVINGS BANK (the “Bank”) (collectively referred to herein as the “Employer”) and ROBERT C. BARRY, JR. (“Executive”) is entered into as of December 23, 2008.

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AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN RICHARD BOYER AND EXCHANGE UNDERWRITERS, INC.
Employment Agreement • November 13th, 2009 • FedFirst Financial CORP • Savings institution, federally chartered

WHEREAS, Richard Boyer. entered into an amended and restated employment agreement with Exchange Underwriters, Inc. (“Exchange”) effective June 1, 2008 (the “Employment Agreement”); and

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CONSULTING AGREEMENT
Consulting Agreement • August 13th, 2009 • FedFirst Financial CORP • Savings institution, federally chartered • Pennsylvania

THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into this 21st day of May 2009, by and among FEDFIRST FINANCIAL CORPORATION (the “Company”), FIRST FEDERAL SAVINGS BANK (the “Bank”) and JOHN G. ROBINSON (“Mr. Robinson”). This Agreement is effective as of May 22, 2009 (the “Effective Date”).

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AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN ROBERT C. BARRY, JR., FIRST FEDERAL SAVINGS BANK AND FEDFIRST FINANCIAL CORPORATION
Employment Agreement • May 17th, 2010 • FedFirst Financial CORP • Savings institution, federally chartered

WHEREAS, Robert C. Barry, Jr. (the “Executive”) entered into an employment agreement with First Federal Savings Bank (the “Bank”) and FedFirst Financial Corporation (the “Company”) effective March 31, 2006 (the “Employment Agreement”); and

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AGREEMENT FOR CONSULTING SERVICES
Consulting Agreement • December 17th, 2004 • FedFirst Financial CORP

THIS AGREEMENT made and entered into this 30th day of June, 1999, by and between First Federal Savings Bank (hereafter the “Bank”) and Peter D. Griffith (hereafter the “Consultant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2004 • FedFirst Financial CORP • Pennsylvania

This Employment Agreement is made as of the 29th day of May, 2002 by and between FIRST FEDERAL SAVINGS BANK, a banking institution organized under the laws of the United States (the “Bank”) and RICHARD B. BOYER (“Boyer”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 8th, 2008 • FedFirst Financial CORP • Savings institution, federally chartered • Pennsylvania

THIS AGREEMENT, originally entered into as of the 1st day of June, 2002, by and between EXCHANGE UNDERWRITERS, INC. (“Exchange”) and RICHARD B. BOYER (“Executive”) is hereby amended and restated in its entirety effective as of June 1, 2008. For purposes of this Agreement, references to the “Company” shall mean FEDFIRST FINANCIAL CORPORATION and references to the “Bank” shall mean FIRST FEDERAL SAVINGS BANK.

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EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
Executive Supplemental Retirement Plan Agreement • December 17th, 2004 • FedFirst Financial CORP • Pennsylvania

THIS AGREEMENT, made and entered into as of the 1st of June, 2002 by and between First Federal Savings Bank, Sixth and Dormer Streets, Monessen, PA, its successors and assigns (hereinafter called the “Bank”), and Richard B. Boyer, Key Employee and Executive of the Bank (hereinafter referred to as the “Executive”).

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Contract
Executive Supplemental Retirement Plan Agreement • December 17th, 2004 • FedFirst Financial CORP

The Executive Supplemental Retirement Plan Agreement attached is the agreement by and between First Federal Savings Bank (the “Bank”) and Robert L. Breslow. Such agreement is substantially identical in all material respects (except as otherwise noted below) to the other agreements listed below which are not being filed as separate exhibits to this Registration Statement.

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