MERIDIAN BANCORP, INC. up to 31,625,000 Shares (subject to increase up to 36,368,750 shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT May 9, 2014Agency Agreement • May 15th, 2014 • Meridian Bancorp, Inc. • National commercial banks • New York
TWO-YEAR CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 5th, 2021 • Meridian Bancorp, Inc. • National commercial banks • Massachusetts
This Change in Control Agreement (the “Agreement”) is made and entered into as of February 3, 2021 (the “Effective Date”), by and between East Boston Savings Bank (the “Bank”), a bank organized under the laws of the Commonwealth of Massachusetts with its headquarters located in East Boston, Massachusetts (the “Bank”) and Kenneth R. Fisher (the “Executive”).
Sterne AgeeFinancial Advisory Agreement • March 10th, 2014 • Meridian Bancorp, Inc. • New York
The purpose of 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 Meridian Financial Services, Inc. (“MHC”), Meridian Interstate Bancorp, Inc. (“MIB”) and Meridian Savings Bank (the “Bank”) in connection with the MHC’s reorganization from a mutual holding company form of organization to a stock holding company form of organization (the “Reorganization”). In order to effect the Reorganization, it is contemplated that all of MIB’s common stock to be outstanding after giving effect to the Reorganization will be issued to a newly formed stock holding company (“NewCo” and, together with MHC, MIB and the Bank, the “Company”) to be formed by MIB, and that NewCo will offer and sell shares of its common stock first to eligible persons pursuant to a Plan of Conversion and Reorganization (the “Plan”) in a Subscription Offering (the “Subscription Offering”) and any remaining shares to the g
Mr. Richard J. Gavegnano Chairman and Chief Executive Officer Meridian Interstate Bancorp, Inc. Peabody, Massachusetts 01960 Dear Mr. Gavegnano:Independent Conversion Appraisal Services Agreement • March 10th, 2014 • Meridian Bancorp, Inc. • Virginia
This letter sets forth the agreement between Meridian Interstate Bancorp, Inc. (the “Mid-Tier”), a subsidiary of Meridian Financial Services, Inc. MHC, Peabody, Massachusetts (the “MHC”) (collectively, the “Company”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the mutual-to-stock conversion of the MHC (the “second step” conversion). The specific appraisal services to be rendered by RP Financial are described below. These appraisal services will be rendered by a team of senior members of our firm and will be directed by the undersigned.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2014 • Meridian Bancorp, Inc. • National commercial banks • Massachusetts
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of July, 2014 by and between EAST BOSTON SAVINGS BANK, a bank organized under the laws of the Commonwealth of Massachusetts with its headquarters located in East Boston, Massachusetts (the “Bank”), and Edward J. Merritt (the “Executive”). The Agreement is effective as of July 20, 2009 (the “Effective Date”).
STOCK OPTION Granted by MERIDIAN BANCORP, INC. under the MERIDIAN BANCORP, INC.Stock Option Agreement • November 5th, 2015 • Meridian Bancorp, Inc. • National commercial banks
This stock option agreement (“Option” or “Agreement”) is and shall be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “Plan”) of Meridian 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 Committee appointed to administer the Plan (“Committee”) or the Board shall 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” shall include the parent and all present and future subsidiaries of t
RESTRICTED STOCK AWARD Granted byRestricted Stock Award • November 5th, 2015 • Meridian Bancorp, Inc. • National commercial banks • Massachusetts
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and shall be subject in every respect to the provisions of the Meridian Bancorp, Inc. 2015 Equity Incentive Plan (the “Plan”) 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 shall 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” shall mean Meridian Bancor
FORM OF AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • November 10th, 2014 • Meridian Bancorp, Inc. • National commercial banks • Massachusetts
This Amended and Restated Supplemental Executive Retirement Agreement (the “Agreement”) is dated this 28th day of July, 2014, by and between East Boston Savings Bank, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) and (the “Director”). The Agreement is effective January 1, 2005.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT TERMINATION AMENDMENTEmployment Agreement • December 10th, 2015 • Meridian Bancorp, Inc. • National commercial banks • Massachusetts
This Amendment (this “Amendment”) to the Amended and Restated Employment Agreement, dated as of July 28, 2014 (the “Agreement”) by and between East Boston Savings Bank (the “Bank”) and Edward J. Merritt (the “Executive”) is entered into as of December 10, 2015. Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.
AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • November 10th, 2014 • Meridian Bancorp, Inc. • National commercial banks • Massachusetts
THIS AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is dated as of July 28, 2014, by and between MERIDIAN BANCORP, INC., a Maryland corporation (the “Company”) and RICHARD J. GAVEGNANO (the “Executive”). This Agreement is effective as of July 1, 2007.
AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT FOR EDWARD J. MERRITTSupplemental Executive Retirement Agreement • November 10th, 2014 • Meridian Bancorp, Inc. • National commercial banks • Massachusetts
THIS AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is dated July 28, 2014 by and between East Boston Savings Bank, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank” or “Employer”) and Edward J. Merritt (the “Executive”). This Agreement is effective as of January 5, 2010.
FREEZE AMENDMENT TO THE AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT FOR EDWARD J. MERRITTSupplemental Executive Retirement Agreement • December 10th, 2015 • Meridian Bancorp, Inc. • National commercial banks
WHEREAS, East Boston Savings Bank (the “Bank”) entered into an Amended and Restated Supplemental Executive Retirement Agreement (the “SERP”) with Edward J. Merritt (the “Executive”) on July 28, 2014, effective as of January 5, 2010; and
