Up to 5,462,500 Shares Ocean Shore Holding Co. (a New Jersey corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT November , 2008Agency Agreement • November 6th, 2008 • Ocean Shore Holding Co. • Savings institution, federally chartered • New York
AGREEMENT AND PLAN OF MERGER by and among OCEANFIRST FINANCIAL CORP., MASTERS MERGER SUB CORP. and OCEAN SHORE HOLDING CO. Dated as of July 12, 2016Merger Agreement • July 14th, 2016 • Ocean Shore Holding Co. • Savings institution, federally chartered • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 12, 2016 (this “Agreement”), is by and among OceanFirst Financial Corp., a Delaware corporation (“Parent”), Masters Merger Sub Corp., a New Jersey corporation and a wholly-own Subsidiary of Parent (“Merger Sub”), and Ocean Shore Holding Co., a New Jersey corporation (the “Company”).
OCEAN CITY HOME BANK THREE-YEAR CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 13th, 2015 • Ocean Shore Holding Co. • Savings institution, federally chartered • New Jersey
THIS AGREEMENT (the “Agreement”) is entered into as of February 12, 2015, by and between Ocean City Home Bank (the “Bank”), a federally-chartered savings bank with its principal offices at 1001 Asbury Avenue, Ocean City, New Jersey 08226-3392, Ocean Shore Holding Co. (the “Company”), a New Jersey corporation and the holding company of the Bank, as guarantor, and Donald Morgenweck (“Executive”).
ContractAcquisition Agreement • July 13th, 2016 • Ocean Shore Holding Co. • Savings institution, federally chartered
OceanFirst Financial Corp. Forward-Looking Statements This communication contains forward-looking statements. These forward-looking statements may include: management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; the ability to obtain any required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to the transaction and the recently completed acquisition of Cape Bancorp, Inc. by OceanFirst; any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-loo
OCEAN CITY HOME BANK SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • April 22nd, 2010 • Ocean Shore Holding Co. • Savings institution, federally chartered • New Jersey
THIS AGREEMENT (“Agreement”) is made this 11th day of March, 2010, by and between OCEAN CITY HOME BANK, a federally chartered savings bank located in Ocean City, New Jersey (the “Bank”), and KIM M. DAVIDSON (the “Executive”).
OCEAN CITY HOME BANK SUPPLEMENTAL SALARY CONTINUATION AGREEMENTSupplemental Salary Continuation Agreement • January 31st, 2014 • Ocean Shore Holding Co. • Savings institution, federally chartered • New Jersey
THIS AGREEMENT (“Agreement”) is entered into on January 21, 2014 by and between OCEAN CITY HOME BANK, a federal stock savings bank located in Ocean City, New Jersey (the “Bank”), and STEVEN E. BRADY (the “Executive”).
FORM OF NON-STATUTORY STOCK OPTION AWARD AGREEMENT FOR THE OCEAN SHORE HOLDING CO. 2010 EQUITY INCENTIVE PLANNon-Statutory Stock Option Award Agreement • August 4th, 2010 • Ocean Shore Holding Co. • Savings institution, federally chartered
This Award Agreement is provided to [ ] (the “Participant”) by Ocean Shore Holding Co. (the “Company”) as of , 2010 (the “Grant Date”), the date the Committee of the Board of Directors (the “Committee”) granted the Participant the right and option to purchase Shares pursuant to the Ocean Shore Holding Co. 2010 Equity Incentive Plan (the “2010 Plan”), subject to the terms and conditions of the 2010 Plan and this Award Agreement:
AMENDMENT No. 2 TO OCEAN CITY HOME BANK SPLIT DOLLAR LIFE INSURANCE AGREEMENTSplit Dollar Life Insurance Agreement • October 27th, 2008 • Ocean Shore Holding Co. • Savings institution, federally chartered
This amendment hereby supplements and amends the Split Dollar Life Insurance Agreement dated as of December 18th, 2002 and Amendment No. 1 to the Split Dollar Life Insurance Agreement dated as of May 10, 2007. Effective as of October 22, 2008, the Exhibit A of said Agreement shall be amended as follows:
AMENDMENT TO AGENCY AGREEMENT DATED NOVEMBER 12, 2008 November , 2009Agency Agreement • November 9th, 2009 • Ocean Shore Holding Co. • Savings institution, federally chartered
On November 12, 2008, Ocean Shore Holding Co., a New Jersey corporation (the “Company”), Ocean Shore Holding Co., a federal “mid-tier” holding company (the “Mid-Tier Company”), OC Financial MHC, a federal mutual holding company (the “MHC”), and Ocean City Home Bank, a federally chartered stock savings bank (the “Bank”), entered into an Agency Agreement (the “Agency 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 5,750,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The parties understand that, as a result of market conditions and a change in the appraised value of the Company as converted, the Company has reduced the size of the offering to up to 5,663,750 shares of Common Stock.
OCEAN CITY HOME BANK SPLIT DOLLAR LIFE INSURANCE AGREEMENTSplit Dollar Life Insurance Agreement • April 22nd, 2010 • Ocean Shore Holding Co. • Savings institution, federally chartered • New Jersey
THIS AGREEMENT entered into this 11th day of March, 2010 by and between Ocean City Home Bank (the “Bank”), a federally-chartered savings bank, and KIM M. DAVIDSON (the “Employee”).
FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT FOR THE OCEAN SHORE HOLDING CO. 2010 EQUITY INCENTIVE PLANIncentive Stock Option Award Agreement • August 4th, 2010 • Ocean Shore Holding Co. • Savings institution, federally chartered
This Award Agreement is provided to (the “Participant”) by Ocean Shore Holding Co. (the “Company”) as of (the “Grant Date”), the date the Committee of the Board of Directors (the “Committee”) granted the Participant the right and option to purchase Shares pursuant to the Ocean Shore Holding Co. 2010 Equity Incentive Plan (the “2010 Plan”), subject to the terms and conditions of the 2010 Plan and this Award Agreement:
FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR THE OCEAN SHORE HOLDING CO. 2010 EQUITY INCENTIVE PLANRestricted Stock Award Agreement • August 4th, 2010 • Ocean Shore Holding Co. • Savings institution, federally chartered
This Award Agreement is provided to [ ] (the “Participant”) by Ocean Shore Holding Co. (the “Company”) as of , 2010 (the “Grant Date”), the date the Committee of the Board of Directors (the “Committee”) awarded the Participant a restricted stock award pursuant to the Ocean Shore Holding Co. 2010 Equity Incentive Plan (the “2010 Plan”), subject to the terms and conditions of the 2010 Plan and this Award Agreement:
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN OCEAN SHORE HOLDING CO., OCEAN CITY HOME BANK AND STEVEN E. BRADYEmployment Agreement • March 13th, 2015 • Ocean Shore Holding Co. • Savings institution, federally chartered • New Jersey
THIS AGREEMENT (the “Agreement”), originally effective December 21, 2004 and subsequently amended December 20, 2006 and November 28, 2007 and amended and restated in its entirety in December 17, 2008 for Section 409A compliance entered into by and between OCEAN SHORE HOLDING CO., a Maryland chartered corporation (the “Company”), OCEAN CITY HOME BANK (the “Bank”), and STEVEN E. BRADY (the “Executive”) is hereby amended and restated in its entirety effective December 17, 2014.
