14,950,000 Shares (subject to increase up to 17,192,500 shares in the event of an oversubscription) DANVERS BANCORP, INC. (a Delaware corporation) Common Stock (par value $0.01 per share) FORM OF AGENCY AGREEMENTAgency Agreement • November 7th, 2007 • Danvers Bancorp, Inc. • Savings institution, federally chartered • New York
Danvers Bancorp, Inc., a Massachusetts-chartered mutual holding company (the "MHC"), Danversbank, a Massachusetts-chartered stock savings bank (the "Bank"), and Danvers Bancorp, Inc., a Delaware corporation (the "Company"), 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 14,950,000 shares (subject to increase up to 17,192,500 shares in the event of an oversubscription) of the Company's Common Stock, par value $0.01 per share (the "Common Stock"). The shares of Common Stock to be sold by the Company are hereinafter called the "Securities." In addition, as described herein, the Company expects to contribute $350,000 in cash and a number of shares equal to 5% of the shares of Common Stock sold in the Offerings (as hereinafter defined), up to a maximum of 650,000 shares of Common Stock, to The Danversbank Charitable Foundation, Inc. (the "Foundation"), such shares hereinafter being
AGREEMENT AND PLAN OF MERGER by and between DANVERS BANCORP, INC. and BEVERLY NATIONAL CORPORATION Dated as of June 16, 2009Merger Agreement • June 17th, 2009 • Danvers Bancorp, Inc. • Savings institution, federally chartered • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2009 (this "Agreement"), by and between Danvers Bancorp, Inc., a Delaware corporation ("Buyer"), and Beverly National Corporation, a Massachusetts corporation (the "Company").
SETTLEMENT AGREEMENTSettlement Agreement • January 21st, 2011 • Danvers Bancorp, Inc. • Savings institution, federally chartered • Massachusetts
This Settlement Agreement (the “Agreement”) is entered into as of January 20, 2011 by and among Kevin T. Bottomley (the “Executive”), People’s United Financial, Inc. (the “Acquiror”) and People’s United Bank (the “Acquiror Bank”) (Acquiror and Acquiror Bank are referred to collectively herein as the “Buyer”), Danvers Bancorp, Inc. (the “Seller”) and Danversbank (the “Seller Bank”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2007 • Danvers Bancorp, Inc. • Massachusetts
This Employment Agreement ("Agreement") is made as of the day of , 2007, by and among Danvers Bancorp, Inc., a Delaware corporation (the "Company"), and its subsidiary, Danversbank, a Massachusetts savings bank with its main office in Danvers, Massachusetts (the "Bank") (the Bank and the Company shall be hereinafter collectively referred to as the "Employers"), and L. Mark Panella (the "Executive").
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2011 • Danvers Bancorp, Inc. • Savings institution, federally chartered • Massachusetts
This First Amendment to Employment Agreement (“Amendment”) dated as of December , 2008 is made and entered into by and among Danvers Bancorp, Inc., a Delaware Corporation (the “Company”) and its subsidiary Danversbank, a savings bank chartered under the laws of the Commonwealth of Massachusetts (the “Bank” and collectively with the Company, the “Employers”), and James J. McCarthy (the “Executive”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PEOPLE’S UNITED FINANCIAL, INC. AND DANVERS BANCORP, INC. DATED AS OF January 20, 2011Merger Agreement • January 21st, 2011 • Danvers Bancorp, Inc. • Savings institution, federally chartered • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 20, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between People’s United Financial, Inc., a Delaware corporation (“Acquiror”) and Danvers Bancorp, Inc., a Delaware corporation (the “Company”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 3rd, 2010 • Danvers Bancorp, Inc. • Savings institution, federally chartered • Massachusetts
AGREEMENT made as of this day of , 2010 by and among Danvers Bancorp, Inc., a Delaware company (the “Company”), and its subsidiary, Danversbank, a Massachusetts savings bank with its main office in Danvers, Massachusetts (the “Bank”) (the Bank and the Company shall be hereinafter collectively referred to as the “Employers”), and Paul E. Flynn (the “Executive”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE DANVERS BANCORP, INC.Incentive Stock Option Agreement • May 8th, 2009 • Danvers Bancorp, Inc. • Savings institution, federally chartered
Pursuant to the Danvers Bancorp, Inc. 2008 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Danvers Bancorp, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 5th, 2007 • Danvers Bancorp, Inc. • Massachusetts
AGREEMENT made as of this day of , 2007 by and among Danvers Bancorp, Inc., a Delaware company (the "Company"), and its subsidiary, Danversbank, a Massachusetts savings bank with its main office in Danvers, Massachusetts (the "Bank") (the Bank and the Company shall be hereinafter collectively referred to as the "Employers"), and (the "Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2010 • Danvers Bancorp, Inc. • Savings institution, federally chartered • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the day of , 2010, by and among Danvers Bancorp, Inc., a Delaware corporation (the “Company”), and its subsidiary, Danversbank, a Massachusetts savings bank with its main office in Danvers, Massachusetts (the “Bank”) (the Bank and the Company shall be hereinafter collectively referred to as the “Employers”), and Donat A. Fournier (the “Executive”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE DANVERS BANCORP, INC.Non-Qualified Stock Option Agreement • May 8th, 2009 • Danvers Bancorp, Inc. • Savings institution, federally chartered
Pursuant to the Danvers Bancorp, Inc. 2008 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Danvers Bancorp, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 15th, 2011 • Danvers Bancorp, Inc. • Savings institution, federally chartered • Massachusetts
AGREEMENT made as of this day of , 2010 by and among Danvers Bancorp, Inc., a Delaware company (the “Company”), and its subsidiary, Danversbank, a Massachusetts savings bank with its main office in Danvers, Massachusetts (the “Bank”) (the Bank and the Company shall be hereinafter collectively referred to as the “Employers”), and Michael W. McCurdy (the “Executive”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE DANVERS BANCORP, INC.Restricted Stock Award Agreement • May 8th, 2009 • Danvers Bancorp, Inc. • Savings institution, federally chartered
Pursuant to the Danvers Bancorp, Inc. 2008 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Danvers Bancorp, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall be entitled to receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
NONSTANDARDIZED INTEGRATED ADOPTION AGREEMENT PROTOTYPE DEFINED BENEFIT PENSION PLAN AND TRUST Sponsored By SBERANonstandardized Integrated Adoption Agreement • September 5th, 2007 • Danvers Bancorp, Inc.
The Employer named below hereby establishes a Defined Benefit Pension Plan for eligible Employees as provided in this Adoption Agreement and the accompanying Basic Plan Document #02.
THE ENDICOTT GROUP LETTERHEAD]Retainer Agreement • September 5th, 2007 • Danvers Bancorp, Inc.
This letter will serve as a supplement to the retainer agreement between Danvers Savings Bank and Endicott Financial Advisors, L.L.C. dated May 26, 2000 (the "Agreement"). Terms and Definitions of the Agreement will continue as part of this supplement.
LETTERHEAD OF RP FINANCIAL, LC.] May 24, 2007Appraisal Services Agreement • September 5th, 2007 • Danvers Bancorp, Inc.
This letter sets forth the agreement between Danvers Bancorp, Inc., Danvers, Massachusetts (the "Company"), and RP® Financial, LC. ("RP Financial") for the independent appraisal services in connection with the stock to be issued concurrent with the mutual-to-stock conversion transaction and holding company reorganization. The specific appraisal services to be rendered by RP Financial are described below.
SUPPLEMENTAL PENSION AGREEMENTSupplemental Pension Agreement • September 5th, 2007 • Danvers Bancorp, Inc. • Massachusetts
SUPPLEMENTAL PENSION AGREEMENT (the "Agreement") dated September 5, 1997, by and between Danversbank, a Massachusetts corporation (the "Company"), and L. Mark Panella (the "Employee") is hereby amended this day of , 2006.
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 15th, 2011 • Danvers Bancorp, Inc. • Savings institution, federally chartered • Massachusetts
This First Amendment to Change in Control Agreement (“Amendment”) dated as of December , 2008 is made and entered into by and among Danvers Bancorp, Inc., a Delaware company (the “Company”) and its subsidiary, Danversbank, a Massachusetts savings bank with its main office in Danvers, Massachusetts (the “Bank” and collectively with the Company, the “Employers”), and (the “Executive”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE DANVERS BANCORP, INC.Non-Qualified Stock Option Agreement • May 8th, 2009 • Danvers Bancorp, Inc. • Savings institution, federally chartered
Pursuant to the Danvers Bancorp, Inc. 2008 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Danvers Bancorp, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
