MADISON COUNTY BANK DIRECTOR DEFERRED FEE AGREEMENTDirector Deferred Fee Agreement • May 1st, 2012 • Madison County Financial, Inc. • Nebraska
THIS AGREEMENT is made this 15th day of May, 2002, by and between MADISON COUNTY BANK, a Federal Mutual Savings Bank, located in Madison, Nebraska (the “Company”), and DAVID J. WARNEMUNDE (the “Director").
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2013 • Madison County Financial, Inc. • Savings institution, federally chartered • Nebraska
This Employment Agreement (the “Agreement”) is made effective as of September 1, 2011 (the “Effective Date”), by and between Madison County Bank (the “Bank”) and Daniel A. Fullner (“Executive”).
MADISON COUNTY FINANCIAL, INC. up to 4,140,000 Shares (subject to increase up to 4,761,000 shares) COMMON SHARES ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • August 16th, 2012 • Madison County Financial, Inc. • Savings institution, federally chartered • New York
Restricted Stock Award Granted by MADISON COUNTY FINANCIAL, INC. under the MADISON COUNTY FINANCIAL, INC.Restricted Stock Award • February 19th, 2014 • Madison County Financial, Inc. • Savings institution, federally chartered • Nebraska
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2013 Equity Incentive Plan (the “Plan”) of Madison County Financial, 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 the same
Stock Option Granted by MADISON COUNTY FINANCIAL, INC. under the MADISON COUNTY FINANCIAL, INC.Equity Incentive Plan • February 19th, 2014 • Madison County Financial, Inc. • Savings institution, federally chartered
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2013 Equity Incentive Plan (the “Plan”) of Madison County Financial, 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 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 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 the same meaning as in the Plan.
MADISON COUNTY BANK SALARY CONTINUATION AGREEMENTContinuation Agreement • May 1st, 2012 • Madison County Financial, Inc. • Nebraska
THIS AGREEMENT is adopted this 15th day of May, 2002, by and between MADISON COUNTY BANK, a Federal Mutual Savings Bank located in Madison, Nebraska (the “Company”), and DAVID J. WARNEMUNDE (the “Executive”).
MADISON COUNTY BANK SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • May 1st, 2012 • Madison County Financial, Inc. • Nebraska
THIS AGREEMENT is adopted this 15th day of May, 2002, by and between MADISON COUNTY BANK, a Federal Mutual Savings Bank located in Madison, Nebraska (the “Company”), and DANIEL A. FULLNER (the “Executive”).
ContractAgreement and Plan of Merger • May 13th, 2015 • Madison County Financial, Inc. • Savings institution, federally chartered • Nebraska
RP® FINANCIAL, LC. Advisory | Planning | ValuationMadison County Financial, Inc. • May 1st, 2012
This letter sets forth the agreement between Madison County Bank, Madison, Nebraska (the “Bank”), the wholly-owned subsidiary of Madison County Financial Corporation (the “Company”), which in turn is the majority-owned subsidiary of Madison County Holding, MHC (the “MHC”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with the conversion transaction by the Company. The scope, timing and fee structure for these appraisal services are described below.
STOCK PURCHASE AGREEMENT BY AND BETWEEN MADISON COUNTY FINANCIAL, INC. MADISON COUNTY BANK AND WARNEMUNDE INSURANCE & REAL ESTATE AGENCY, INC. DAVID D. WARNEMUNDE NANCY WARNEMUNDEStock Purchase Agreement • May 13th, 2015 • Madison County Financial, Inc. • Savings institution, federally chartered • Nebraska
THIRD AMENDMENT TO THE MADISON COUNTY BANK DIRECTOR DEFERRED FEE AGREEMENT DATED JULY 27, 2005 FOR DANIEL L. TUNINKDeferred Fee Agreement • June 20th, 2014 • Madison County Financial, Inc. • Savings institution, federally chartered
THIS THIRD AMENDMENT is adopted this 16th day of June, 2014, by and between Madison County Bank, a nationally-chartered savings association located in Madison, Nebraska (the “Bank”), and Daniel L. Tunink (the “Director”).
Restricted Stock Award Granted by MADISON COUNTY FINANCIAL, INC. under the MADISON COUNTY FINANCIAL, INC.Restricted Stock Award • February 19th, 2014 • Madison County Financial, Inc. • Savings institution, federally chartered • Nebraska
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2013 Equity Incentive Plan (the “Plan”) of Madison County Financial, 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 the same
Stock Option Granted by MADISON COUNTY FINANCIAL, INC. under the MADISON COUNTY FINANCIAL, INC.Equity Incentive Plan • February 19th, 2014 • Madison County Financial, Inc. • Savings institution, federally chartered
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2013 Equity Incentive Plan (the “Plan”) of Madison County Financial, 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 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 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 the same meaning as in the Plan.
January 12, 2012 Madison County Bank Madison, NE 68748 Madison County Holdings, MHC Madison, NE 68748 Madison County Financial Corporation Madison, NE 68748 Attention: Mr. David J. Warnemunde President and CEO Ladies and Gentlemen:Madison County Financial, Inc. • May 1st, 2012
This letter confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) to act as the conversion agent to Madison County Holdings, MHC (the “MHC”), Madison County Financial Corporation (the “Corporation”), and Madison County Bank (the “Bank”) in connection with the proposed conversion and reorganization from the mutual holding company form of organization to a stock holding company form of organization pursuant to a Plan of Conversion and Reorganization to be adopted by the MHC, the Corporation, and the Bank (the “Reorganization”). In order to effect the Reorganization, it is contemplated that the MHC will merge into the Corporation and the Corporation will merge into a new stock holding company (the “Holding Company”) and that the Holding Company will offer and sell shares of its common stock (the “Common Stock”) to eligible persons in a Subscription Offering, with any remaining shares offered to the general public in a Direct Community Offering (the Subscription Offering, the di
MADISON COUNTY BANK DIRECTOR DEFERRED FEE AGREEMENTDirector Deferred Fee Agreement • June 20th, 2014 • Madison County Financial, Inc. • Savings institution, federally chartered • Nebraska
THIS DIRECTOR DEFERRED FEE AGREEMENT (“Agreement”) is made and entered into this 16th day of June, 2014, between MADISON COUNTY BANK (“Bank”), a nationally-chartered savings association located in Madison, Nebraska, and JAMES BECKER (“Director”).
MADISON COUNTY BANK DIRECTOR DEFERRED FEE AGREEMENTDirector Deferred Fee Agreement • May 1st, 2012 • Madison County Financial, Inc. • Nebraska
THIS DIRECTOR DEFERRED FEE AGREEMENT is made this 27th day of July, 2005 by MADISON COUNTY BANK (the “Bank”), a nationally chartered savings association located in Madison, Nebraska and DANIEL L. TUNINK (the “Director”). The purpose of this Agreement is to encourage the Director to remain a member of the Bank’s Board of Directors.
January 12, 2012 Madison County Bank Madison, NE 68748 Madison County Holdings, MHC Madison, NE 68748 Madison County Financial Corporation Madison, NE 68748 Attention: Mr. David J. Warnemunde President and CEO Ladies and Gentlemen:Madison County Financial, Inc. • May 1st, 2012
This letter confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) to act as the exclusive financial advisor to Madison County Holdings, MHC (the “MHC”), Madison County Financial Corporation (the “Corporation”), and Madison County Bank (the “Bank”) in connection with the proposed conversion and reorganization from the mutual holding company form of organization to a stock holding company form of organization pursuant to a Plan of Conversion and Reorganization to be adopted by the MHC, the Corporation, and the Bank (the “Reorganization”). In order to effect the Reorganization, it is contemplated that the MHC will merge into the Corporation and the Corporation will merge into a new stock holding company (the “Holding Company”) and that the Holding Company will offer and sell shares of its common stock (the “Common Stock”) to eligible persons in a Subscription Offering, with any remaining shares offered to the general public in a Direct Community Offering (the Subscription Offer
THIRD AMENDMENT TO THE MADISON COUNTY BANK SALARY CONTINUATION AGREEMENT DATED MAY 15, 2007 FOR DAVID J. WARNEMUNDEContinuation Agreement • June 20th, 2014 • Madison County Financial, Inc. • Savings institution, federally chartered
THIS THIRD AMENDMENT is adopted this 16th day of June, 2014, by and between Madison County Bank, a nationally-chartered savings association located in Madison, Nebraska (the “Company”), and David J. Warnemunde (the “Executive”).
