EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2014 • Poage Bankshares, Inc. • Savings institution, federally chartered • Kentucky
This Employment Agreement (this “Agreement”) is entered into as of the 18th day of March 2014, and made effective as of the Effective Time, as defined below, by and between Home Federal Savings and Loan Association, a federally chartered stock savings and loan association (the “Association”) and Bruce VanHorn (“Executive”). The Association and Executive are sometimes collectively referred to herein as the “parties.” Any reference to the “Company” shall mean Poage Bankshares, Inc., the stock holding company of the Association. The Company is a signatory to this Agreement for the purpose of guaranteeing the Association’s performance hereunder.
THREE-YEAR CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 3rd, 2014 • Poage Bankshares, Inc. • Savings institution, federally chartered • Kentucky
This Change in Control Agreement (the “Agreement”) is made effective as of the day of , 2011 (the “Effective Date”), by and between Home Federal Savings and Loan Association (the “Association”), a federally chartered stock savings and loan association that is headquartered in Ashland, Kentucky, and James W. King (“Executive”).
Restricted Stock Award Granted by POAGE BANKSHARES, INC. under the POAGE BANKSHARES, INC.Restricted Stock Award Agreement • April 19th, 2013 • Poage Bankshares, Inc. • Savings institution, federally chartered
This Restricted Stock Award Agreement (the “Restricted Stock Award” or this “Agreement”) is and will be subject in every respect to the provisions of the 2013 Equity Incentive Plan (the “Plan”) of Poage Bankshares, Inc. (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. Capitalized terms used herein but not defined will have th
SETTLEMENT AGREEMENTSettlement Agreement • July 12th, 2018 • Poage Bankshares, Inc. • Savings institution, federally chartered • Kentucky
This Settlement Agreement (the “Agreement”) is entered into as of July 11, 2018 by and among Jane Gilkerson (the “Executive”), Poage Bankshares, Inc., a Maryland corporation (“Poage”), and Town Square Bank, a wholly-owned subsidiary of Poage (“Town Square Bank”), and City Holding Company, a West Virginia corporation (“City”).
RETENTION AND NON-COMPETITION AGREEMENT FOR ROBERT S. CURTISRetention and Non-Competition Agreement • February 3rd, 2014 • Poage Bankshares, Inc. • Savings institution, federally chartered • Kentucky
This Retention Agreement (the “Agreement”) is entered into by and between Home Federal Savings and Loan Association, a savings institution organized and existing under the laws of the United States of America (the “Association” or “Employer”) and Robert S. Curtis (the “Executive”), effective as of April 29, 2011.
POAGE BANKSHARES, INC. up to 144,540 Shares (subject to increase up to 166,221 Shares) COMMON SHARES ($0.01 Par Value) Subscription Price $12.73 Per Share AGENCY AGREEMENT (this “Agreement”) March 31, 2015Agency Agreement • April 1st, 2015 • Poage Bankshares, Inc. • Savings institution, federally chartered • New York
NON-COMPETITION, CONSULTING AND HEALTH INSURANCE AGREEMENTNon-Competition, Consulting and Health Insurance Agreement • February 3rd, 2014 • Poage Bankshares, Inc. • Savings institution, federally chartered • Kentucky
THIS NON-COMPETITION, CONSULTING AND HEALTH INSURANCE AGREEMENT (the “Agreement”) is made as of the 29th day of April, 2011, between Home Federal Savings and Loan Association (“Association”) and Robert S. Curtis (the “Executive” or the “Consultant”).
AGREEMENT AND PLAN OF MERGER dated as of July 11, 2018 by and between City HOLDING COMPANY and POAGE BANKSHARES, INC.Merger Agreement • July 12th, 2018 • Poage Bankshares, Inc. • Savings institution, federally chartered • West Virginia
THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”) dated as of July 11, 2018 (hereinafter referred to as the “Agreement Date”), is entered into by and between CITY HOLDING COMPANY, a West Virginia corporation (hereinafter referred to as “City”), and POAGE BANKSHARES, INC., a Maryland corporation (hereinafter referred to as “Poage”).
ONE-YEAR CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 22nd, 2016 • Poage Bankshares, Inc. • Savings institution, federally chartered • Kentucky
This Change in Control Agreement (the “Agreement”) is made effective as of the 19th day of January, 2016 (the “Effective Date”), by and between Town Square Bank (the “Bank”), a federally chartered savings association that is headquartered in Ashland, Kentucky, and Miles R. Armentrout (“Executive”).
FORM OF AMENDMENT TO THE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVE AGREEMENT FOR [EXECUTIVE]Executive Supplemental Retirement Plan Executive Agreement • February 3rd, 2014 • Poage Bankshares, Inc. • Savings institution, federally chartered
THIS AMENDMENT, made and entered into this day of , , by and between Home Federal Savings and Loan Association, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the “Bank”), and , an Executive of the Bank (hereinafter referred to as the “Executive”), shall effectively amend the Home Federal Savings and Loan Association Executive Supplemental Retirement Plan Executive Agreement dated , (hereinafter referred to as the “Agreement”) as specifically set forth herein. Pursuant to Section V (C) of the Agreement, the Bank and the Executive hereby adopt the following amendment:
ONE-YEAR CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 15th, 2018 • Poage Bankshares, Inc. • Savings institution, federally chartered • Kentucky
This Change in Control Agreement (the "Agreement") is made effective as of the 18th day of March, 2017 (the "Effective Date"), by and between Town Square Bank (the "Bank"), a federally chartered savings association that is headquartered in Ashland, Kentucky, and Bruce VanHorn ("Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2018 • Poage Bankshares, Inc. • Savings institution, federally chartered • West Virginia
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 11, 2018, by and between CITY NATIONAL BANK of West Virginia, (“City National”), and Bruce VanHorn (the “Employee”).
Serving the Financial Services Industry Since 1988Appraisal Services Agreement • February 11th, 2011 • Poage Bankshares, Inc.
This letter sets forth the agreement between Home Federal Savings and Loan Association, Ashland, Kentucky (the “Bank”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the Bank’s simultaneous holding company formation and mutual-to-stock conversion. The specific appraisal services to be rendered by RP Financial are described below. These services will be conducted by our senior consulting staff and will be directed by the undersigned.
AGREEMENT AND PLAN OF MERGER BY AND AMONG POAGE BANKSHARES, INC. POAGE MERGER SUBSIDIARY, INC. HOME FEDERAL SAVINGS AND LOAN ASSOCIATION AND TOWN SQUARE FINANCIAL CORPORATION AND TOWN SQUARE BANK DATED AS OF OCTOBER 21, 2013Merger Agreement • October 21st, 2013 • Poage Bankshares, Inc. • Savings institution, federally chartered • Kentucky
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of October 21, 2013 by and among Poage Bankshares, Inc., a Maryland corporation (“Poage Bankshares”), Poage Merger Subsidiary, Inc., a wholly owned subsidiary of Poage Bankshares incorporated under the laws of the State of Kentucky (“Poage Merger Subsidiary”), Home Federal Savings and Loan Association, a federal thrift and wholly owned subsidiary of Poage Bankshares (“Home Federal”), Town Square Financial Corporation, a Kentucky corporation (“Town Square Financial”), and Town Square Bank, a wholly owned subsidiary of Town Square Financial and a Kentucky-chartered commercial bank (“Town Square Bank”). Each of Poage Bankshares, Poage Merger Subsidiary, Home Federal, Town Square Financial, and Town Square Bank is sometimes individually referred to herein as a “party,” and all of them are sometimes collectively referred to herein as the “parties.”
KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTSConversion Valuation Agreement • December 17th, 2014 • Poage Bankshares, Inc. • Savings institution, federally chartered
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of Commonwealth Bank, FSB, Mt. Sterling, Kentucky (hereinafter referred to as “Commonwealth”), relating to the mutual to stock conversion of Commonwealth and subsequent merger with Town Square Bank, Ashland, Kentucky. KELLER will provide a pro forma valuation of the market value of the shares of Commonwealth to be sold in connection with the conversion/merger transaction.
Form of EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVE AGREEMENTExecutive Supplemental Retirement Plan Agreement • February 11th, 2011 • Poage Bankshares, Inc.
THIS AGREEMENT is made and entered into this day of , , by and between Home Federal Savings and Loan Association, a bank organized and existing under the laws of the United States of America (hereinafter referred to as the “Bank”), and , an Executive of the Bank (hereinafter referred to as the “Executive”),
AGREEMENT AND PLAN OF CONVERSION MERGERAgreement and Plan of Conversion Merger • December 17th, 2014 • Poage Bankshares, Inc. • Savings institution, federally chartered • Kentucky
This Agreement and Plan of Conversion Merger (“Agreement”) is entered into as of this 9th day of September 2014, by and among Poage Bankshares, Inc. (“Poage”), a Maryland corporation, Town Square Bank (“Town”), a federal stock savings association and the wholly-owned subsidiary of Poage, and Commonwealth Bank, F.S.B. (“Commonwealth”), a federal mutual savings association.
AMENDMENT NUMBER ONE CHANGE IN CONTROL AGREEMENT WITH BRUCE VANHORNChange in Control Agreement • May 15th, 2018 • Poage Bankshares, Inc. • Savings institution, federally chartered
WHEREAS, Town Square Bank previously entered into a change in control agreement with Bruce VanHorn, President and Chief Executive Officer, effective as of March 18, 2017 (the "Agreement"); and
FORM OF] DIRECTOR SUPPLEMENTAL RETIREMENT PLAN AGREEMENTDirector Supplemental Retirement Plan Agreement • February 3rd, 2014 • Poage Bankshares, Inc. • Savings institution, federally chartered
THIS AGREEMENT, made and entered into this day of , , by and between Home Federal Savings and Loan Association, a Bank organized and existing under the laws of the United States of America, (hereinafter referred to as the “Bank”), and , a Director of the Bank (hereinafter referred to as the “Director”).
SEPARATION AGREEMENT AND FULL AND FINAL WAIVER, RELEASE AND DISMISSAL OF ALL CLAIMSSeparation Agreement • August 25th, 2015 • Poage Bankshares, Inc. • Savings institution, federally chartered • Kentucky
This Separation Agreement and Full and Final Waiver, Release and Dismissal of All Claims (“Agreement”) is entered into by and among Ralph E. Coffman, Jr. (the “Executive”), Poage Bankshares, Inc. (the “Company”) and Town Square Bank (the “Bank”) on August 21, 2015. For purposes of this Agreement, the term “Company” and “Bank” shall also include the Company’s and Bank’s successors, and all of their respective parent companies, subsidiaries, affiliates, officers, directors, employees and agents.
SETTLEMENT AGREEMENTSettlement Agreement • July 12th, 2018 • Poage Bankshares, Inc. • Savings institution, federally chartered • Kentucky
This Settlement Agreement (the “Agreement”) is entered into as of July 11, 2018 by and among Bruce VanHorn (the “Executive”), Poage Bankshares, Inc., a Maryland corporation (“Poage”), Town Square Bank, a wholly-owned subsidiary of Poage (“Town Square Bank”), and City Holding Company, a West Virginia corporation (“City”).
POAGE BANKSHARES, INC. up to 2,760,000 Shares (subject to increase up to 3,174,000 shares) COMMON SHARES ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • April 18th, 2011 • Poage Bankshares, Inc. • Savings institution, federally chartered • New York
