CMS Bancorp, Inc. Sample Contracts

TWO-YEAR CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 28th, 2012 • CMS Bancorp, Inc. • Savings institutions, not federally chartered • New York

This CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made and entered into as of , 2012 by and among CMS BANK (formerly known as Community Mutual Savings Bank), a New York State-chartered savings bank having an office at 123 Main Street, White Plains, New York 10601 (the “Bank”), CMS BANCORP, INC., a Delaware corporation having an office at 123 Main Street, White Plains, New York 10601 (the “Company”) and [INSERT NAME] (the “Officer”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 4th, 2011 • CMS Bancorp, Inc. • Savings institutions, not federally chartered • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2011 by and between CMS BANCORP, INC., a Delaware corporation having an office at 123 Main Street, White Plains, New York 10601 (the “Company”) and JOHN RITACCO (the “Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 4th, 2011 • CMS Bancorp, Inc. • Savings institutions, not federally chartered • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of January 1, 2011, by and between COMMUNITY MUTUAL SAVINGS BANK, a New York savings bank having its executive offices at 123 Main Street, White Plains, New York 10601 (“Bank”) and JOHN RITACCO (the “Executive”).

VOTING AND LOCK-UP AGREEMENT
Voting and Lock-Up Agreement • August 10th, 2012 • CMS Bancorp, Inc. • Savings institutions, not federally chartered • Pennsylvania

This VOTING AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August , 2012 by and among Customers Bancorp, Inc., a Pennsylvania corporation (the “Customers”), and the person whose name appears on the signature page hereto as a Stockholder (the “Stockholder”) of the CMS Bancorp, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein that are defined in the Merger Agreement (as defined below), shall have the respective meanings ascribed to them in the Merger Agreement.

AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 10, 2012 BY AND BETWEEN CMS BANCORP, INC. AND CUSTOMERS BANCORP, INC.
Merger Agreement • August 10th, 2012 • CMS Bancorp, Inc. • Savings institutions, not federally chartered • Pennsylvania

This AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2012 (this “Agreement”), is by and between CMS Bancorp, Inc. (“CMS”), a Delaware corporation, and Customers Bancorp, Inc. (“Customers”), a Pennsylvania corporation.

CMS BANCORP, INC. (a Delaware Corporation) Up to 1,725,000 Shares (Subject to Increase Up to 1,983,750 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT February , 2007
Agency Agreement • January 19th, 2007 • CMS Bancorp, Inc. • Savings institutions, not federally chartered • New York

CMS Bancorp, Inc., a Delaware corporation (the “Company”) and Community Mutual Savings Bank, a New York chartered mutual savings bank (the “Bank”) (references to the “Bank” include the Bank as a New York chartered savings bank and as a federally chartered savings bank and in the mutual or stock form, as indicated by the context) (collectively, the “Primary Parties”) hereby confirm, jointly and severally, their agreement with Ryan Beck & Co., Inc. (the “Agent”), as follows:

CMS Bancorp, Inc.
Merger Agreement • December 22nd, 2014 • CMS Bancorp, Inc. • Savings institutions, not federally chartered

On September 25, 2014, CMS Bancorp, Inc. (the “Company”) entered into a definitive Merger Agreement (the “Merger Agreement”) to be acquired by Putnam County Savings Bank (“Putnam”) of Brewster, NY in an all cash transaction for $13.25 per share of common stock. The total value of the transaction is approximately $25.4 million. The closing of this transaction is expected to occur during the second quarter of 2015.

AGREEMENT AND PLAN OF MERGER BY AND AMONG PUTNAM COUNTY SAVINGS BANK, PUTNAM COUNTY ACQUISITION CORPORATION, CMS BANCORP, INC. AND CMS BANK DATED AS OF September 25, 2014
Merger Agreement • September 25th, 2014 • CMS Bancorp, Inc. • Savings institutions, not federally chartered • New York

This AGREEMENT AND PLAN OF MERGER dated as of September 25, 2014 (this “Agreement”) is by and among PUTNAM COUNTY SAVINGS BANK, a New York-chartered mutual savings bank (“Putnam”), PUTNAM COUNTY ACQUISITION CORPORATION, a Delaware corporation (“Acquisition Corporation”), CMS BANCORP, INC. (“CMS Bancorp”), a Delaware corporation, and CMS BANK (“CMS Bank”), a New York-chartered stock savings bank.

CMS BANCORP, INC.
Stock Option Agreement • November 30th, 2007 • CMS Bancorp, Inc. • Savings institutions, not federally chartered

This Stock Option Agreement is intended to set forth the terms and conditions on which a Stock Option has been granted under the CMS Bancorp, Inc. 2007 Stock Option Plan. Set forth below are the specific terms and conditions applicable to this Stock Option. Attached as Exhibit A are its general terms and conditions.

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 24th, 2013 • CMS Bancorp, Inc. • Savings institutions, not federally chartered

This Amendment to the Agreement and Plan of Merger dated as of August 10, 2012 (the “Agreement”) by and between Customers Bancorp, Inc., a Pennsylvania corporation (“Customers”), on the one hand, and CMS Bancorp, Inc., a Delaware corporation (“CMS”), on the other hand, is made and entered into as of April 22, 2013.

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