Metropolitan Bank Holding Corp. 2,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 16th, 2021 • Metropolitan Bank Holding Corp. • State commercial banks • New York
Metropolitan Bank Holding Corp., a New York corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representatives”), an aggregate of 2,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 300,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
FORM OF] INCENTIVE STOCK OPTIONIncentive Stock Option Agreement • August 26th, 2019 • Metropolitan Bank Holding Corp. • State commercial banks • New York
This incentive stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Metropolitan Bank Holding Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and a Plan prospectus have been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include t
FORM OF] NON-QUALIFIED STOCK OPTIONNon-Qualified Stock Option Agreement • August 26th, 2019 • Metropolitan Bank Holding Corp. • State commercial banks • New York
This non-qualified stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Metropolitan Bank Holding Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and a Plan prospectus have been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will inclu
METROPOLITAN BANK HOLDING CORP. AND METROPOLITAN COMMERCIAL BANK CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 19th, 2020 • Metropolitan Bank Holding Corp. • State commercial banks • New York
This change in control agreement (the “Agreement”) is made effective as of the 11th day of August, 2020 (the “Effective Date”), by and among Metropolitan Bank Holding Corp., a New York corporation with its principal place of business located at 99 Park Avenue, New York, New York 10016 (the “Company”), its wholly-owned subsidiary, Metropolitan Commercial Bank, a commercial bank with its main office also at 99 Park Avenue New York, New York 10016 (the “Bank”), and Greg Sigrist (the “Officer”).
METROPOLITAN BANK HOLDING CORPORATION AND METROPOLITAN COMMERCIAL BANK AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2020 • Metropolitan Bank Holding Corp. • State commercial banks • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of January 7, 2020 (the “Commencement Date”), by and among Metropolitan Bank Holding Corporation, a New York corporation with its principal place of business located at 99 Park Avenue, New York, New York 10016 (the “Company”), its wholly-owned subsidiary, Metropolitan Commercial Bank, a commercial bank with its main office also at 99 Park Avenue New York, New York 10016 (the “Bank”), and Mark R. DeFazio, a natural person residing at 347 Deere Park Place, Staten Island, New York 10301 (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2017 • Metropolitan Bank Holding Corp. • State commercial banks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 21, 2016 by and between Metropolitan Bank Holding Corp, a New York corporation and parent company of Metropolitan Commercial Bank (the “Company”), and Endicott Opportunity Partners IV, L.P., a Delaware limited partnership (“Investor”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Investor hereby agree as follows:
BANK HOLDING CORP. New York, New York 10016 OPTION AGREEMENT PURSUANT TO 2009 EQUITY INCENTIVE PLANOption Agreement • March 28th, 2018 • Metropolitan Bank Holding Corp. • State commercial banks • New York
RESCISSION AGREEMENTRescission Agreement • April 28th, 2023 • Metropolitan Bank Holding Corp. • State commercial banks • New York
This Rescission Agreement (“Agreement”) is entered into as of the 26th day of April 2023 (the “Execution Date”) by and between Metropolitan Bank Holding Corp., a New York corporation (the “Company”), and Mark DeFazio (the “Recipient”). Each of the Company and Recipient is referred to herein as a “Party” and collectively they are referred to as “Parties.” This Agreement is effective upon the Execution Date.
Metropolitan Bank Holding Corporation AND MetropOLitan commercial bank EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2018 • Metropolitan Bank Holding Corp. • State commercial banks • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of April 25, 2018 (the “Commencement Date”), by and between Metropolitan Commercial Bank, a commercial bank with its main office at 99 Park Avenue, New York, New York 10016 (the “Bank”) and a wholly owned subsidiary of Metropolitan Bank Holding Corp., a New York corporation with its principal place of business also located at 99 Park Avenue, New York, New York 10016 (the “Company”), and Scott Lublin, a natural person residing in East Brunswick, New Jersey (“Executive”). The Company is a signatory to this Agreement for the sole purpose of guaranteeing the payments hereunder.
Restricted Stock Unit AwardRestricted Stock Unit Award • August 26th, 2019 • Metropolitan Bank Holding Corp. • State commercial banks • New York
This restricted stock unit agreement (“Award Agreement”) is and shall be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Metropolitan Bank Holding Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Award Agreement. A copy of the Plan has been provided to each Participant granted a restricted stock unit award (“Restricted Stock Unit” or “Restricted Stock Unit Award”) pursuant to the Plan. The holder of this Restricted Stock Unit Award (the “Participant”) hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Award Agreement, and agrees that all decisions under and interpretations of the Plan and this Award Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and p
Performance Restricted Share Unit Award AgreementPerformance Restricted Share Unit Award Agreement • February 6th, 2018 • Metropolitan Bank Holding Corp. • State commercial banks • New York
This Performance Restricted Share Unit Award Agreement ("Agreement") is and shall be subject in every respect to the provisions of the 2009 Equity Incentive Plan (the "Plan") of Metropolitan Bank Holding Corp. (the "Company") which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each Grantee granted a performance-based Restricted Share Unit award ("Performance Restricted Share Unit" or "Performance Restricted Share Unit Award") pursuant to the Plan. The holder of this Performance Restricted Share Unit Award (the "Grantee") hereby accepts this Performance Restricted Share Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan ("Committee") or the Board shall be final, binding and conclusive upon the Grantee and the Grantee's he
Time-Based Restricted Stock Award Agreement Granted by METROPOLITAN BANK HOLDING CORP. under the METROPOLITAN BANK HOLDING CORP.Restricted Stock Award Agreement • August 26th, 2019 • Metropolitan Bank Holding Corp. • State commercial banks • New York
This restricted stock award agreement (“Restricted Stock Award” or “Agreement”) is and shall be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Metropolitan Bank Holding Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “C
RESTRICTED STOCK UNIT AWARD AGREEMENT Granted by METROPOLITAN BANK HOLDING CORP. under the METROPOLITAN BANK HOLDING CORP.Restricted Stock Unit Award Agreement • February 28th, 2023 • Metropolitan Bank Holding Corp. • State commercial banks
This Restricted Stock Unit Award Agreement (“Agreement”) is and shall be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the “Plan”) of Metropolitan Bank Holding Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person (“Grantee”) granted a Restricted Stock Unit Award (“Restricted Stock Unit Award”) pursuant to the Plan. The Grantee of this Restricted Stock Unit Award hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board of Directors shall be final, binding and conclusive upon the Grantee and the Grantee’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise
RESTRICTED STOCK UNIT AWARD AGREEMENT Granted by METROPOLITAN BANK HOLDING CORP. under the METROPOLITAN BANK HOLDING CORP.Restricted Stock Unit Award Agreement • February 28th, 2023 • Metropolitan Bank Holding Corp. • State commercial banks
This Restricted Stock Unit Award Agreement (“Agreement”) is and shall be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the “Plan”) of Metropolitan Bank Holding Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person (“Grantee”) granted a Restricted Stock Unit Award (“Restricted Stock Unit Award”) pursuant to the Plan. The Grantee of this Restricted Stock Unit Award hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board of Directors shall be final, binding and conclusive upon the Grantee and the Grantee’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise
Performance-Based Restricted Stock AwardPerformance-Based Restricted Stock Award • August 26th, 2019 • Metropolitan Bank Holding Corp. • State commercial banks
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Metropolitan Bank Holding Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company”
HOLDING CORPORATION New York, New York 10016 RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 28th, 2018 • Metropolitan Bank Holding Corp. • State commercial banks • New York
WHEREAS, as of June 9, 2009, the Company adopted the Metropolitan Bank Holding Corp. 2009 Equity Incentive Plan (as amended from time to time, the “Plan”), which Plan authorizes, among other things, the grant of restricted shares of common stock, $.01 par value (“Common Stock”), of the Company to directors, officers and employees of the Company and to other individuals; and
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • October 4th, 2017 • Metropolitan Bank Holding Corp. • State commercial banks • New York
THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made as of May 12, 2017 by and between METROPOLITAN COMMERICAL BANK (the “Bank”), a wholly owned subsidiary of Metropolitan Bank Holding Corporation, a New York corporation (“MBHC”) and SANGEETA KISHORE, a natural person residing at 226 Portside Drive, Edgewater, New Jersey 06020 (“Executive”).
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Granted by METROPOLITAN BANK HOLDING CORP. under the METROPOLITAN BANK HOLDING CORP.Performance-Based Restricted Stock Unit Award Agreement • February 28th, 2023 • Metropolitan Bank Holding Corp. • State commercial banks
This Performance-Based Restricted Stock Unit Award Agreement (“Agreement”) is and shall be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the “Plan”) of Metropolitan Bank Holding Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, unless superseded by the provisions of this Agreement, including Exhibit A. A copy of the Plan has been provided to each Participant granted a performance-based restricted stock unit award (the “Performance Award”) pursuant to the Plan. The holder of this Performance Award (the “Participant”) hereby accepts this Performance Award, subject to all the terms and provisions of the Plan, this Agreement and Exhibit A, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal re
