EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2014 • MW Bancorp, Inc. • Ohio
This Employment Agreement (this “Agreement”) is made effective as of February 27, 2014 (the “Effective Date”), by and between Mt. Washington Savings Bank, an Ohio stock savings and loan association (the “Bank”) and Gregory P. Niesen (the “Executive”). The Bank and Executive are sometimes collectively referred to herein as the “parties.” Any reference to the “Company” shall mean MW Bancorp, Inc., the holding company of the Bank. The Company is a signatory to this Agreement for the purpose of guaranteeing the Bank’s performance hereunder.
January 7, 2014Financial Advisory Agreement • September 10th, 2014 • MW Bancorp, Inc. • New York
This letter agreement (the “Agreement”) is to confirm the engagement of Sterne, Agee & Leach, Inc. (“Sterne Agee”) to act as the exclusive financial advisor to Mt. Washington Savings Bank (the “Bank”) in connection with the proposed mutual-to-stock conversion of the Bank (the “Conversion”) and the concurrent sale of common stock of a stock holding company (“NewCo” and together with the Bank, the “Company”) to be formed by the Bank. NewCo will offer and sell shares of its common stock first to eligible persons pursuant to a Plan of Conversion (the “Plan”) in a Subscription Offering (the “Subscription Offering”) and any remaining shares to the general public in a Direct Community Offering and/or a Syndicated Community Offering (the “Community Offering” and, together with the Subscription Offering, the “Offering”). This Agreement sets forth the terms and conditions agreed to between the Company and Sterne Agee with respect to the Conversion, the Plan and the Offering.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 10th, 2014 • MW Bancorp, Inc. • Ohio
This Change in Control Agreement (the “Agreement”) is made effective as of the 28th day of February, 2014 (the “Effective Date”), by and between Mt. Washington Savings Bank (the “Bank”), an Ohio stock savings and loan association, and Karen A. Kiser (the “Executive”).
up to 977,500 Shares (subject to increase up to 1,124,125 shares) COMMON SHARES ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT November 12, 2014Agency Agreement • November 17th, 2014 • MW Bancorp, Inc. • State commercial banks • New York
MW BANCORP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 19th, 2016 • MW Bancorp, Inc. • State commercial banks • Ohio
MW Bancorp, Inc. (the “Company”) hereby grants the undersigned Participant a Restricted Stock Award (the “Award”), subject to the terms and conditions described in the MW Bancorp, Inc. 2016 Equity Incentive Plan (the “Plan”) and this Restricted Stock Award Agreement (this “Award Agreement”).
KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTSConversion Valuation Agreement • September 10th, 2014 • MW Bancorp, Inc.
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of Mt. Washington Savings Bank (hereinafter referred to as “Mt. Washington”), relating to the mutual to stock conversion of Mt. Washington and stock offering (“the “Stock Offering”) of Mt. Washington. KELLER will provide a pro forma valuation of the market value of the shares of Mt. Washington to be sold in connection with the standard conversion.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 10th, 2014 • MW Bancorp, Inc. • Ohio
This Change in Control Agreement (the “Agreement”) is made effective as of the 27th day of February, 2014 (the “Effective Date”), by and between Mt. Washington Savings Bank (the “Bank”), an Ohio stock savings and loan association, and Shelly Alltop (the “Executive”).
MW BANCORP, INC. INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • May 19th, 2016 • MW Bancorp, Inc. • State commercial banks • Ohio
MW Bancorp, Inc. (the “Company”) hereby grants the undersigned Participant an Incentive Stock Option Award (the “Options”), subject to the terms and conditions described in the MW Bancorp, Inc. 2016 Equity Incentive Plan (the “Plan”) and this Incentive Stock Option Award Agreement (this “Award Agreement”). The Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. If for any reason the Option does not qualify as an incentive stock option, then, to the extent it does not so qualify, the Option will be treated as a Non-Qualified Option.
MW BANCORP, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • May 19th, 2016 • MW Bancorp, Inc. • State commercial banks • Ohio
MW Bancorp, Inc. (the “Company”) hereby grants the undersigned Participant a Non-Qualified Stock Option Award (the “Options”), subject to the terms and conditions described in the MW Bancorp, Inc. 2016 Equity Incentive Plan (the “Plan”) and this Non-Qualified Stock Option Award Agreement (this “Award Agreement”).
