Up to 2,182,125 Shares HV BANCORP, INC. (a Pennsylvania corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT November 10, 2016Agency Agreement • November 17th, 2016 • HV Bancorp, Inc. • State commercial banks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2016 • HV Bancorp, Inc. • State commercial banks • Pennsylvania
This Employment Agreement (the “Agreement”) is made effective as of July 1, 2016 (the “Effective Date”), by and between Huntingdon Valley Bank (the “Bank”) and Joseph C. O’Neill, Jr. (“Executive”). Any reference to the “Company” shall mean HV Bancorp, Inc., the stock holding company of the Bank, or any successor thereto.
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 14, 2012, by and among THE VICTORY BANK (the “Bank”) and ROBERT H. SCHULTZ (the “Executive”).
Incentive Stock Option Award AgreementIncentive Stock Option Award Agreement • June 21st, 2022 • HV Bancorp, Inc. • State commercial banks • Pennsylvania
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of HV Bancorp, 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 Compensation Committee of the Board of Directors of the Company (“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 the parent and all present and future subsidiaries of th
SETTLEMENT AND NON-COMPETITION AND NON-SOLICITATION AGREEMENTSettlement and Non-Competition and Non-Solicitation Agreement • October 20th, 2022 • HV Bancorp, Inc. • State commercial banks • Pennsylvania
THIS SETTLEMENT AND NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”), dated as of October 18, 2022, by and among HV Bancorp, Inc., a Pennsylvania corporation (the “Company”), Huntingdon Valley Bank (the “Bank”), Citizens Financial Services, Inc., a Pennsylvania corporation (“Citizens”), and Travis J. Thompson (“Executive”) is effective as of the Closing (as defined below) (the “Effective Date”). For purposes of this Agreement, Executive, the Company, the Bank, and Citizens shall each be a “Party” and shall collectively be the “Parties”.
Citizens Financial Services, Inc. and HV Bancorp, Inc. Sign Definitive Merger AgreementMerger Agreement • October 20th, 2022 • HV Bancorp, Inc. • State commercial banks
This strategically compelling merger is expected to enhance and expand CZFS’s presence in communities located in Montgomery, Bucks and Philadelphia Counties in Pennsylvania, New Castle County in Delaware, and Burlington County in New Jersey. Travis J. Thompson, currently the Chief Executive Officer of HVBC, and Robert J. Marino, currently the President of HVBC, will be employed as senior officers of FCCB.
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) which was originally entered into as of June 14, 2012, by and among THE VICTORY BANK (the “Bank”) and RICHARD L. GRAVER (the “Executive”), is amended and restated in its entirety effective as of April 1, 2013.
AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 18, 2022 BY AND AMONG CITIZENS FINANCIAL SERVICES, INC., CZFS ACQUISITION COMPANY, LLC, FIRST CITIZENS COMMUNITY BANK, HV BANCORP, INC. AND HUNTINGDON VALLEY BANKMerger Agreement • October 20th, 2022 • HV Bancorp, Inc. • State commercial banks • Pennsylvania
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of October 18, 2022, by and among Citizens Financial Services, Inc., a Pennsylvania corporation (“CZFS”), CZFS Acquisition Company, LLC, a Pennsylvania limited liability company and wholly-owned subsidiary of CZFS (“CZFSAC”), First Citizens Community Bank, a Pennsylvania-chartered bank and wholly-owned subsidiary of CZFSAC (“FCCB”), HV Bancorp, Inc., a Pennsylvania corporation (“HVBC”), and Huntingdon Valley Bank, a Pennsylvania-chartered bank and wholly-owned subsidiary of HVBC (“HVB”).
Restricted Stock AwardRestricted Stock Award • June 21st, 2022 • HV Bancorp, Inc. • 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 2021 Equity Incentive Plan (the “Plan”) of HV Bancorp, 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 or made available 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 Compensation Committee of the Board of Directors of the Company (“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
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of [date], by and among VICTORY BANK (the “Bank”), HV BANCORP, INC. (the “Company”), a Pennsylvania corporation and the holding company for the Bank, and [NAME] (the “Executive”).
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT STOCK OPTION Granted by HV BANCORP, INC. under the HV BANCORP, INC.Non-Qualified Stock Option Award Agreement • June 21st, 2021 • HV Bancorp, Inc. • State commercial banks • Pennsylvania
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of HV Bancorp, 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, 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 Compensation Committee of the Board of Directors of the Company (“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 the parent and all present and futur
FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of [date], by and between VICTORY BANK (the “Bank”) and [ ] (the “Executive”).
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • June 1st, 2021 • HV Bancorp, Inc. • State commercial banks • Pennsylvania
This SUBORDINATED NOTE PURCHASE AGREEMENT (the “Agreement”) is dated as of May 28, 2021, and is made by and between HV Bancorp, Inc. (“Company”), and Fulton Bank, N.A. (the “Noteholder”). Capitalized terms that are not otherwise defined shall have the meanings set forth in Section 1 hereof.
HV BANCORP, INC. (a Pennsylvania Corporation) Up to 1,150,000 Shares (Subject to Increase Up to 1,322,500 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
the Merger Agreement will be validly issued, fully paid and nonassessable; and (e) the issuance of the shares of Common Stock in the Offering and the Merger Shares is not subject to preemptive rights under the charter or bylaws of any of the HVB Parties, or arising or outstanding by operation of law or, to the best knowledge of such counsel, under any contract, indenture, agreement, instrument or other document, except for the subscription rights under the Plan.
BUSINESS CONSULTING AGREEMENTBusiness Consulting Agreement • November 14th, 2018 • HV Bancorp, Inc. • State commercial banks
This Business Consulting Agreement, dated as of January 04, 2018 (the “Agreement”), is made by and between HUNTINGDON VALLEY BANK, a Pennsylvania chartered stock bank, with a principal place of business located at 3501 Mason’s Mill Road, Suite 401, Huntingdon Valley, PA 19006 referred to as “Bank”, and BOB MARINO, an adult individual, referred to as “Consultant.”
FELDMAN FINANCIAL ADVISORS, INC.Appraisal Agreement • May 12th, 2014 • HV Bancorp, Inc.
This letter sets forth the agreement (“Agreement”) between Huntingdon Valley Bank (“Huntingdon” or the “Bank”) and Feldman Financial Advisors, Inc. (“FFA”), whereby Huntingdon has engaged FFA to provide an independent appraisal of the estimated aggregate pro forma market value (the “Valuation”) of the shares of common stock that are to be sold and issued by the Bank (or, if applicable, its newly formed holding company) in connection with the conversion (“Conversion”) of the Bank from the mutual form of organization to the stock form and its simultaneous acquisition of Victory Bank.
December 19, 2012Employment Agreement • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
In consideration of the mutual promises herein contained and intending to be legally bound, Huntingdon Valley Bank (the “Bank”) and you, Travis J. Thompson, Esquire, agree that you will be employed by the Bank, on the following terms and conditions:
June 15, 2016Appraisal Services Agreement • September 8th, 2016 • HV Bancorp, Inc. • State commercial banks • Virginia
This letter sets forth the agreement whereby Huntingdon Valley Bank, Huntingdon Valley, Pennsylvania (the “Company”), has engaged RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services in conjunction with the stock to be issued concurrent with the Company’s proposed mutual-to-stock conversion. The specific appraisal services to be rendered by RP Financial are described below.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • June 18th, 2018 • HV Bancorp, Inc. • State commercial banks • Pennsylvania
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the “Plan”) of HV Bancorp, 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, 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 Compensation Committee of the Board of Directors of the Company (“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 the parent and all present and futur
EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2016 • HV Bancorp, Inc. • State commercial banks • Pennsylvania
This Employment Agreement (the “Agreement”) is made effective as of July 1, 2016 (the “Effective Date”), by and between Huntingdon Valley Bank (the “Bank”) and Charles S. Hutt (“Executive”). Any reference to the “Company” shall mean HV Bancorp, Inc., the stock holding company of the Bank, or any successor thereto.
INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • June 18th, 2018 • HV Bancorp, Inc. • State commercial banks • Pennsylvania
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the “Plan”) of HV Bancorp, 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 Compensation Committee of the Board of Directors of the Company (“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 the parent and all present and future subsidiaries of th
July 15, 2013Engagement Letter • May 12th, 2014 • HV Bancorp, Inc.
This letter sets forth the agreement between Huntingdon Valley Bank, Huntingdon Valley, Pennsylvania (“Huntingdon Valley” or the “Bank”)), and RP® Financial, LC. (“RP Financial”), whereby Huntingdon Valley has engaged RP Financial to prepare certain purchase accounting valuation adjustments and other pro forma financial tables in conjunction with its contemplated mutual-to-stock conversion transaction and simultaneous acquisition of Victory Bancorp, Inc. (“Victory Bancorp”) and its wholly owned subsidiary Victory Bank, Limerick, Pennsylvania (“Victory Bank”), collectively “Victory”. The nature, timing, and fee structure of RP Financial’s services in this regard are described more fully below.
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2021 • HV Bancorp, Inc. • State commercial banks • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of December 1, 2021 (the “Effective Date”), by and between HUNTINGDON VALLEY BANK (the “Bank”), HV BANCORP, INC., (the “Corporation”) (collectively, the “Employer”), and ROBERT J. MARINO (“the Executive”).
INCENTIVE STOCK OPTION AWARD AGREEMENT STOCK OPTION Granted by HV BANCORP, INC. under the HV BANCORP, INC.Incentive Stock Option Award Agreement • June 21st, 2021 • HV Bancorp, Inc. • State commercial banks • Pennsylvania
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of HV Bancorp, 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 Compensation Committee of the Board of Directors of the Company (“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 the parent and all present and future subsidiaries of th
May 28, 2013Engagement Agreement • May 12th, 2014 • HV Bancorp, Inc.
This letter sets forth the agreement between Huntingdon Valley Bank (the “Bank”), Huntingdon Valley, Pennsylvania, and RP® Financial, LC. (“RP Financial”), whereby the Bank has engaged RP Financial to prepare a written business plan document and three year financial projections reflecting the pro forma impact of the standard conversion and simultaneous acquisition of Victory Bancorp, Inc, Limerick, Pennsylvania (“Victory”) and the post-conversion/acquisition activities, organization and financial targets of the Bank. These services are described in greater detail below, and will be co-directed by the undersigned and James J. Oren, Director of RP Financial.
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 12, 2013 BY AND AMONG HV BANCORP, INC. HUNTINGDON VALLEY BANK AND THE VICTORY BANCORP, INC.Merger Agreement • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
This is an Agreement and Plan of Merger, dated as of the 12th day of December, 2013 (“Agreement”), by and among HV Bancorp, Inc., a Pennsylvania corporation (“HV Bancorp”) and Huntingdon Valley Bank (“HV Bank”), on the one hand, and The Victory Bancorp, Inc., a Pennsylvania corporation (“Victory Bancorp”).
ContractEmployment Agreement • August 3rd, 2022 • HV Bancorp, Inc. • State commercial banks • Pennsylvania
This Agreement (the "Agreement") is entered into by and between Huntingdon Valley Bank, a Pennsylvania savings bank (the "Bank"), HV Bancorp, Inc., a Pennsylvania corporation (the "Company") and Joseph C. O'Neill, Jr. (the "Employee"), effective as of July 29, 2022 (the "Effective Date").
