Sound Financial Bancorp, Inc. Sample Contracts

Execution Copy SUBORDINATED NOTE PURCHASE AGREEMENT This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 18, 2020, and is made by and among Sound Financial Bancorp, Inc., a Maryland corporation (the “Company”), and the...
Subordinated Note Purchase Agreement • September 21st, 2020 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • New York
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SOUND COMMUNITY BANK AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Supplemental Executive Retirement Plan Agreement • July 14th, 2022 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington

This Amended and Restated Supplemental Executive Retirement Plan Agreement (the “Agreement”) is entered into as of this 11th day of July 2022 (the “Effective Date”) by and between Sound Community Bank (the “Employer”), and Laura Lee Stewart (the “Executive”), and amends and restates the Sound Community Bank Supplemental Executive Retirement Plan f/b/o Laura Lee Stewart (the “Plan”). This Agreement amends and restates the Supplemental Executive Retirement Plan Agreement between the Employer and the Executive as originally adopted effective December 30, 2011 and as last amended and restated on November 23, 2015 (the “Prior Agreement”).

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • October 26th, 2018 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington
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AMENDED AND RESTATED CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT
Confidentiality, Non-Competition, and Non-Solicitation Agreement • January 30th, 2019 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington

This Amended and Restated Confidentiality, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is made and entered into this 25th day of January 2019 by and between Sound Community Bank, a Washington corporation (the “Company”), and Laura Lee Stewart (the “Employee”). This Agreement amends and restates the Confidentiality, Non-Competition, and Non-Solicitation Agreement between the Company and the Executive as originally adopted effective December 30, 2011, as amended and restated on November 23, 2015 (the “Prior Agreement”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 30th, 2019 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 25th day of January 2019 (the “Effective Date”) by and between Sound Financial Bancorp, Inc. (“SFBC”), a Maryland corporation, Sound Community Bank (the “Bank”), a Washington state-chartered commercial bank, and Laura Lee Stewart (the “Executive”). SFBC and the Bank are sometimes collectively referred to herein as the “Employers.”

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 12th, 2017 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington

THIS AGREEMENT is entered into as of the 21st day of June, 2016 (the “Effective Date”) by and between Sound Financial Bancorp, Inc. (“SFBC”), a Maryland corporation, Sound Community Bank (the “Bank”), a Washington state-chartered commercial bank, and Elliott Pierce (the “Executive”).

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SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS
Settlement Agreement • April 12th, 2018 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington
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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 1st, 2013 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington

THIS AGREEMENT is entered into as of the 30th day of October, 2013 (the “Effective Date”) by and between Sound Financial Bancorp, Inc. (“SFBC”), a Maryland corporation, Sound Community Bank (the “Bank”), a Washington state-chartered commercial bank, and Matt Moran (the “Executive”).

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Matthew P. Deines EVP/Chief Financial Officer Sound Financial, Inc. Seattle, Washington 98121 Dear Mr. Deines:
Appraisal Services Agreement • March 27th, 2012 • Sound Financial Bancorp, Inc.

This letter sets forth the agreement between Sound Community Bank, Seattle, Washington (the “Bank”), the wholly-owned subsidiary of Sound Financial, Inc. (the “Company”), which in turn is the majority-owned subsidiary of Sound Community MHC (the “MHC”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second step conversion transaction by the Company. The scope, timing and fee structure for these appraisal services are described below.

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SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS
Settlement Agreement • October 15th, 2014 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington
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RESOLUTIONS OF THE BOARD OF DIRECTORS OF SOUND COMMUNITY BANK
Supplemental Executive Retirement Plan Agreement • August 13th, 2014 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered

WHEREAS, Sound Community Bank and Laurie Stewart entered into a Supplemental Executive Retirement Plan Agreement dated December 30, 2011 (the "2011 SERP");

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 31st, 2021 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington

THIS AGREEMENT is entered into effective as of the 25th day of August, 2021 (the “Effective Date”) by and between Sound Financial Bancorp, Inc. (“SFBC”), a Maryland corporation, Sound Community Bank (the “Bank”, and together with SFBC, the “Company”), a Washington state-chartered commercial bank, and Wes Ochs (“Executive”).

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SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS
Separation Agreement • May 16th, 2016 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington
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SOUND FINANCIAL BANCORP, INC. INCENTIVE STOCK OPTION AWARD AGREEMENT
Incentive Stock Option Award Agreement • November 13th, 2013 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered

This Incentive Stock Option Award (“ISO”) is granted by Sound Financial Bancorp, Inc. (“Corporation”) to [Name] (“Option Holder”) in accordance with the terms of this Incentive Stock Option Award Agreement (“Agreement”) and subject to the provisions of the Sound Financial Bancorp, Inc. 2013 Equity Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 13th, 2017 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington

THIS AGREEMENT is entered into as of the 22nd day of June, 2016 (the "Effective Date") by and between Sound Financial Bancorp, Inc. ("SFBC"), a Maryland corporation, Sound Community Bank (the "Bank"), a Washington state-chartered commercial bank, and Christina Gehrke (the "Executive").

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AMENDMENT NO. 1 to the CHANGE OF CONTROL AGREEMENT With HEIDI SEXTON
Change of Control Agreement • November 5th, 2024 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered

This Amendment No. 1 (the “Amendment”) to the Change of Control Agreement (the “Agreement”) by and among Sound Financial Bancorp, Inc. (“SFBC”), a Maryland corporation, Sound Community Bank (the “Bank”, and together with SFBC, the “Company”), a Washington state-chartered commercial bank, and Heidi Sexton (the “Executive”) dated as of October 25, 2018 (the “Agreement”), is entered into effective as of October 30, 2024 (the “Effective Date”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

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THE EXECUTIVE NONQUALIFIED EXCESS PLAN ADOPTION AGREEMENT
Executive Nonqualified Excess Plan Adoption Agreement • March 30th, 2021 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered

WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A; and

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CREDIT UNION OF THE PACIFIC INCENTIVE COMPENSATION ACHIEVEMENT PLAN
Incentive Compensation Agreement • November 13th, 2018 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered

Whereas the Board of Directors of Credit Union of the Pacific, a federal credit union (the "Credit Union") has adopted an incentive compensation plan for certain designated senior managers (the "Managers") of the Credit Union and its subsidiaries and affiliates, now therefore, Credit Union and those Managers entering into this Agreement, covenant and agree as follows:

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AMENDED AND RESTATED CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT
Confidentiality Agreement • December 16th, 2019 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington

This Amended and Restated Confidentiality, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is made and entered into this 13th day of December 2019 by and between Sound Community Bank, a Washington corporation (the “Company”), and Laura Lee Stewart (the “Employee”). This Agreement amends and restates the Confidentiality, Non-Competition, and Non-Solicitation Agreement between the Company and the Executive as originally adopted effective December 30, 2011, as amended and restated on November 23, 2015 and January 25, 2019 (the “Prior Agreement”).

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Sound Financial Bancorp, Inc. up to 1,495,000 Shares (subject to increase up to 1,719,250 shares) COMMON SHARES ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT May [__], 2012
Agency Agreement • May 4th, 2012 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • New York

Sound Financial Bancorp, Inc. (the “Holding Company”), a newly formed Maryland corporation, Sound Community MHC, a federally-chartered mutual holding company (the “MHC”), Sound Financial, Inc. (the federally-chartered Mid-Tier holding company (the “Mid-Tier”), and Sound Community Bank (a federally-chartered stock savings bank (the “Bank” and together with the Holding Company, the MHC and the Mid-Tier, the “Sound Financial Parties”), hereby confirm their agreement with Keefe, Bruyette & Woods, Inc. (the “Agent”) as follows:

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Contract
Adoption Agreement • March 24th, 2017 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered

NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement.

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Amended and Restated Executive Long Term Compensation Agreement
Executive Long Term Compensation Agreement • November 27th, 2015 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered • Washington

This Amended and Restated Executive Long Term Compensation Agreement (the “Agreement”) is made and entered into this 23rd day of November 2015 by and between Sound Community Bank, a bank organized and existing under the laws of the State of Washington and with its principal offices in Seattle, Washington, (hereinafter referred to as the “Bank” or “Employer”), and Laura Lee Stewart, an executive of the Bank (hereinafter referred to as the “Executive”). This Agreement amends and restates the Executive Long Term Compensation Agreement between the Bank and the Executive as originally adopted effective August 14, 2007 and amended on December 30, 2011 (the “Prior Agreement”).

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AMENDMENT NO. 1 to the CHANGE IN CONTROL AGREEMENT With WES OCHS
Change in Control Agreement • November 5th, 2024 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered

This Amendment No. 1 (the “Amendment”) to the Change in Control Agreement (the “Agreement”) by and among Sound Financial Bancorp, Inc. (“SFBC”), a Maryland corporation, Sound Community Bank (the “Bank”, and together with SFBC, the “Company”), a Washington state-chartered commercial bank, and Wes Ochs (the “Executive”) dated as of August 25, 2021 (the “Agreement”), is entered into effective as of October 30, 2024 (the “Effective Date”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

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SOUND FINANCIAL BANCORP, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 13th, 2013 • Sound Financial Bancorp, Inc. • Savings institution, federally chartered

This Restricted Stock Award (“Restricted Stock Award”) is granted by Sound Financial Bancorp, Inc. (“Corporation”) to [Name] (“Grantee”) in accordance with the terms of this Restricted Stock Award Agreement (“Agreement”) and subject to the provisions of the Sound Financial Bancorp, Inc. 2013 Equity Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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