COUNTY BANCORP, INC. As Issuer, and U.S. BANK NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of June 30, 2020 7.00% Fixed-to-Floating Rate Subordinated Notes due 2030County Bancorp, Inc. • June 30th, 2020 • State commercial banks • New York
This INDENTURE dated as of June 30, 2020 is between County Bancorp, Inc., a Wisconsin corporation (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • June 30th, 2020 • County Bancorp, Inc. • State commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of June 30, 2020, and is made by and among County Bancorp, Inc., a Wisconsin corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
COUNTY BANCORP, INC.Restricted Stock Award Agreement • May 19th, 2021 • County Bancorp, Inc. • State commercial banks • Wisconsin
The Participant specified below is hereby granted a restricted stock award (the “Award”) by COUNTY BANCORP, INC., a Wisconsin corporation (the “Company”), under the COUNTY BANCORP, INC. 2021 LONG-TERM INCENTIVE PLAN (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Award Agreement (“Award Agreement”).
COUNTY BANCORP, INC.Nonqualified Stock Option Award Agreement • May 19th, 2021 • County Bancorp, Inc. • State commercial banks • Wisconsin
The Participant specified below is hereby granted a nonqualified stock option (the “Option”) by COUNTY BANCORP, INC., a Wisconsin corporation (the “Company”), under the COUNTY BANCORP, INC. 2021 LONG-TERM INCENTIVE PLAN (the “Plan”). The Option shall be subject to the terms of the Plan and the terms set forth in this Nonqualified Stock Option Award Agreement (“Award Agreement”).
COUNTY BANCORP, INC.Restricted Stock Unit Award Agreement • May 19th, 2021 • County Bancorp, Inc. • State commercial banks • Wisconsin
The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by COUNTY BANCORP, INC., a Wisconsin corporation (the “Company”), under the COUNTY BANCORP, INC. 2021 LONG-TERM INCENTIVE PLAN (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).
—] Shares COUNTY BANCORP, INC. Common Stock, par value $0.01 UNDERWRITING AGREEMENTUnderwriting Agreement • January 9th, 2015 • County Bancorp, Inc. • State commercial banks • Wisconsin
County Bancorp, Inc., a Wisconsin corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule I hereto severally propose to sell to the several Underwriters, subject to the terms and conditions stated herein, an aggregate of [—] shares of the common stock, par value $0.01 of the Company (the “Firm Shares”), of which [—] shares are to be issued and sold by the Company and [—] shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name in Schedule I hereto. Robert W. Baird & Co. Incorporated (“Baird”) and Sterne, Agee & Leach, Inc. (“Sterne”) are acting as joint book-running managers of the Offering.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT between INVESTORS COMMUNITY BANK and William C. CenskyEmployment Agreement • November 10th, 2014 • County Bancorp, Inc. • Wisconsin
This Employment Agreement (“Agreement”) is made and entered into by and between Investors Community Bank, a Wisconsin corporation (the “Company”) and William C Censky (“Executive”).
COUNTY BANCORP, INC.Incentive Stock Option Award Agreement • May 19th, 2021 • County Bancorp, Inc. • State commercial banks • Wisconsin
The Participant specified below is hereby granted an incentive stock option (the “Option”) by COUNTY BANCORP, INC., a Wisconsin corporation (the “Company”), under the COUNTY BANCORP, INC. 2021 LONG-TERM INCENTIVE PLAN (the “Plan”). The Option shall be subject to the terms of the Plan and the terms set forth in this Incentive Stock Option Award Agreement (“Award Agreement”).
FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTForm of Subordinated Note Purchase Agreement • June 30th, 2020 • County Bancorp, Inc. • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 30, 2020, and is made by and among County Bancorp, Inc., a Wisconsin corporation (“Company”), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
County Bancorp, Inc. Investors Community bank Employment AgreementEmployment Agreement • May 9th, 2019 • County Bancorp, Inc. • State commercial banks • Wisconsin
This Employment Agreement (this “Agreement”) is made and entered into as of August 7, 2017 (the “Effective Date”), by and between County Bancorp, Inc. (the “Company”), Investors Community Bank (the “Bank” and together with the Company, the “Employer”) and Mark A. Miller (the “Executive,” and together with the Employer, the “Parties”).
SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 10th, 2014 • County Bancorp, Inc. • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using SBLF funds.
CREDIT AGREEMENT by and between COUNTY BANCORP, INC. And U.S. BANK NATIONAL ASSOCIATION Dated as of September 14, 2017Credit Agreement • September 18th, 2017 • County Bancorp, Inc. • State commercial banks • Minnesota
THIS CREDIT AGREEMENT dated as of September 14, 2017 (this “Agreement”) is by and between COUNTY BANCORP, INC., a corporation organized under the laws of the State of Wisconsin (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).
COUNTY BANCORP, INC.Stock Appreciation Right Award Agreement • May 19th, 2021 • County Bancorp, Inc. • State commercial banks • Wisconsin
The Participant specified below has been granted a stock appreciation right (the “SAR”) by COUNTY BANCORP, INC., a Wisconsin corporation (the “Company”), under the COUNTY BANCORP, INC. 2021 LONG-TERM INCENTIVE PLAN (the “Plan”). The SAR shall be subject to the terms of the Plan and the terms set forth in this Stock Appreciation Right Award Agreement (“Award Agreement”).
INVESTORS COMMUNITY BANK SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • November 10th, 2014 • County Bancorp, Inc. • Wisconsin
THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 24th day of October, 2006, by and between INVESTORS COMMUNITY BANK, a state-chartered commercial bank located in Manitowoc, Wisconsin (the “Bank”) and (the “Executive”).
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • July 23rd, 2020 • County Bancorp, Inc. • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 21, 2020, and is made by and between County Bancorp, Inc., a Wisconsin corporation (“Company”), and the purchaser of the Subordinated Notes identified on the signature page hereto (the “Purchaser”).
COUNTY BANCORP, INC.Award Agreement • May 19th, 2021 • County Bancorp, Inc. • State commercial banks • Wisconsin
The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by COUNTY BANCORP, INC., a Wisconsin corporation (the “Company”), under the COUNTY BANCORP, INC. 2021 LONG-TERM INCENTIVE PLAN (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).
Employment Agreement Cancellation AgreementEmployment Agreement Cancellation Agreement • December 6th, 2021 • County Bancorp, Inc. • State commercial banks • Wisconsin
This Employment Agreement Cancellation Agreement (this “Cancellation Agreement”) is made and entered into as of November 17, 2021, by and among County Bancorp, Inc. (the “Company”), Investors Community Bank (the “Bank,” and together with the Company, the ”Employer”), and Mark R. Binversie (“Executive,” and together with the Employer, the “Parties”).
The enclosed Election Form and Letter of Transmittal is being delivered to you in connection with the Agreement and Plan of Merger (“Merger Agreement”), dated November 19, 2015, by and among County Bancorp, Inc. (“County”), County Acquisition LLC...County Bancorp, Inc. • January 27th, 2016 • State commercial banks
FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • January 16th, 2018 • County Bancorp, Inc. • State commercial banks
THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of the 19th day of December, 2017 by and between THE MANITOWOC COMPANY, INC., a Wisconsin corporation (“Seller”), and INVESTORS COMMUNITY BANK, a Wisconsin-charted bank (“Purchaser”).
AGREEMENT AND PLAN OF MERGER AMONG COUNTY BANCORP, INC., COUNTY ACQUISITION LLC AND FOX RIVER VALLEY BANCORP, INC. NOVEMBER 19, 2015Agreement and Plan of Merger • November 20th, 2015 • County Bancorp, Inc. • State commercial banks • Wisconsin
THIS AGREEMENT AND PLAN OF MERGER (together with all exhibits and schedules, this “Agreement”) is entered into as of November 19, 2015, by and among County Bancorp, Inc., a Wisconsin corporation (“Acquiror”), County Acquisition LLC, a Wisconsin limited liability company and wholly-owned subsidiary of Acquiror (“Merger Sub”), and Fox River Valley Bancorp, Inc., a Wisconsin corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN NICOLET BANKSHARES, INC. AND COUNTY BANCORP, INC. JUNE 22, 2021Agreement and Plan of Merger • June 22nd, 2021 • County Bancorp, Inc. • State commercial banks • Wisconsin
THIS AGREEMENT AND PLAN OF MERGER (together with all exhibits and schedules, this “Agreement”) is entered into as of June 22, 2021, by and between Nicolet Bankshares, Inc., a Wisconsin corporation (“Nicolet”), and County Bancorp, Inc., a Wisconsin corporation (the “Company”).
County Bancorp, INC.County Bancorp, Inc. • February 24th, 2017 • State commercial banks • Wisconsin
The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by County Bancorp, Inc., a Wisconsin corporation (the “Company”), under the County Bancorp, Inc. 2016 Long Term Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT between INVESTORS COMMUNITY BANK and David A CogginsEmployment Agreement • March 23rd, 2017 • County Bancorp, Inc. • State commercial banks • Wisconsin
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Investors Community Bank, a Wisconsin corporation (the “Company”) and David A Coggins (“Executive”).
PRE- RETIREMENT SPLIT DOLLAR AGREEMENTPre- Retirement Split Dollar Agreement • March 13th, 2020 • County Bancorp, Inc. • State commercial banks • Wisconsin
THIS PRE-RETIREMENT SPLIT DOLLAR AGREEMENT (the “Agreement”) is adopted as of the __ day of _________ 20__ (the “Effective Date”), by and between Investors Community Bank, a Wisconsin banking association located in Manitowoc, Wisconsin (the “Company”), and [_________] (the “Executive”).
INVESTORS COMMUNITY BANCORP, INC. Award AgreementAward Agreement • November 10th, 2014 • County Bancorp, Inc. • Wisconsin
The board of directors of Investors Community Bancorp, Inc. (“ICB”) recognizes the important role you play in the success of ICB. As such, the board of directors would like to reward you with a stake in the ownership of ICB conditioned upon the conditions and terms contained within this individual award agreement (the “Award Agreement”). Accordingly, ICB hereby grants you the right to earn the following equity grant:
REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • January 16th, 2018 • County Bancorp, Inc. • State commercial banks
This Real Estate Purchase and Sale Agreement (this “Agreement”) is dated as of December 8, 2017 (the “Effective Date”), by and between The Manitowoc Company, Inc., a Wisconsin corporation (“Seller”), and Investors Community Bank, and/or assigns (“Purchaser”).
COUNTY BANCORP, INC. Award AgreementAward Agreement • November 10th, 2014 • County Bancorp, Inc. • Wisconsin
The Compensation Committee (“Committee”) of Investors Community Bank (“ICB”) recognizes the important role of the Participant in the success of ICB. As such, the Committee, pursuant to a delegation of authority from the board of directors of CBI, would like to reward the Participant with a stake in the ownership of CBI, subject to the terms and conditions contained within this individual award agreement (the “Award Agreement”). Accordingly, the Committee hereby grants the Participant the right to earn the equity awards described herein.
Release and Waiver AgreementRelease and Waiver Agreement • September 7th, 2016 • County Bancorp, Inc. • State commercial banks • Wisconsin
This Release and Waiver Agreement (“Agreement”) is made and entered into as of August 12, 2016 (the “Agreement Date”), by and between Investors Community Bank (the “Bank”), County Bancorp, Inc., a Wisconsin Corporation (the “Company,” and together with the Bank, “Employer”) and Gary Abramowicz (“Executive,” and together with Employer, the “Parties”).
COUNTY BANCORP, INC. (a Wisconsin corporation) MANAGEMENT INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • November 10th, 2014 • County Bancorp, Inc. • Wisconsin
This STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into, as of the Date of Agreement set forth above, by and between County Bancorp, Inc., a Wisconsin corporation (“Company”) and the Participant named above:
