Blue Hills Bancorp, Inc. Sample Contracts

FORM OF VOTING AGREEMENT
Voting Agreement • September 24th, 2018 • Blue Hills Bancorp, Inc. • State commercial banks • Massachusetts

THIS VOTING AGREEMENT (this "Agreement") is dated as of September 20, 2018, by and between the undersigned holder ("Stockholder") of common stock, $0.01 par value per share ("Company Common Stock"), of Blue Hills Bancorp, Inc., a Maryland corporation ("Company"), and Independent Bank Corp., a Massachusetts corporation ("Buyer"). All capitalized terms used but not defined shall have the meanings assigned to them in the Merger Agreement (as defined below).

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October 21, 2013
Blue Hills Bancorp, Inc. • March 11th, 2014 • Massachusetts

This letter sets forth the agreement between Blue Hills Bank, Hyde Park, Massachusetts (the “Bank”), the wholly-owned subsidiary of Hyde Park Bancorp (the “Company”), which in turn is the subsidiary of Hyde Park Bancorp, 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.

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Stock Option Granted by BLUE HILLS BANCORP, INC. under the BLUE HILLS BANCORP, INC.
Equity Incentive Plan • November 13th, 2015 • Blue Hills Bancorp, Inc. • State commercial banks

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “Plan”) of Blue Hills 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

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Blue Hills Bancorp, Inc. up to 24,150,000 Shares (subject to increase up to 27,772,500 shares) SHARES ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT May 14, 2014
Agency Agreement • May 20th, 2014 • Blue Hills Bancorp, Inc. • State commercial banks • New York
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Restricted Stock Award Granted by BLUE HILLS BANCORP, INC. under the BLUE HILLS BANCORP, INC.
Restricted Stock Award • November 13th, 2015 • Blue Hills Bancorp, Inc. • State commercial banks • Massachusetts

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “Plan”) of Blue Hills 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 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. Except where the context otherwise requires, the term

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Restricted Stock Award Agreement
Restricted Stock Award Agreement • November 13th, 2015 • Blue Hills Bancorp, Inc. • State commercial banks • Massachusetts

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “Plan”) of Blue Hills 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 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. Except where the context otherwise requires, the term “Company” will in

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TWO YEAR CHANGE IN CONTROL AGREEMENT
Two Year Change in Control Agreement • August 2nd, 2018 • Blue Hills Bancorp, Inc. • State commercial banks • Massachusetts

AGREEMENT made as of the ____ day of ___________, 201_ (the “Effective Date”) by and among Blue Hills Bancorp, Inc., a stock holding company organized under the laws of the State of Maryland (the “Company”), and its subsidiary, Blue Hills Bank, a Massachusetts savings bank with its main office in Hyde Park, Massachusetts (the “Bank”) (the Company and the Bank hereinafter shall be collectively referred to as the “Employers”), and _________________ (the “Executive”).

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TWO YEAR SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Two Year Severance and Change in Control Agreement • March 26th, 2015 • Blue Hills Bancorp, Inc. • State commercial banks • Massachusetts

THIS TWO YEAR SEVERANCE AND CHANGE IN CONTROL AGREEMENT (“Agreement”) made as of the 26 day of March, 2015 (the “Effective Date”) by and among Blue Hills Bancorp, Inc., a stock holding company organized under the laws of the Commonwealth of Massachusetts (the “Company”), and its subsidiary, Blue Hills Bank, a Massachusetts savings bank with its main office in Hyde Park, Massachusetts (the “Bank”) (the Company and the Bank hereinafter shall be collectively referred to as the “Employers”), and James Kivlehan (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2014 • Blue Hills Bancorp, Inc. • Massachusetts

This Employment Agreement (the “Agreement”) is made and entered into, effective as of the 6th day of March, 2014 (the “Effective Date”), by and among Hyde Park Bancorp, MHC, a mutual holding company organized under the laws of the Commonwealth of Massachusetts (the “MHC”), Hyde Park Bancorp, Inc., a mid-tier holding company organized under the laws of the Commonwealth of Massachusetts and the wholly-owned subsidiary of the MHC (the “Company”), its subsidiary, Blue Hills Bank, a stock savings bank having its principal place of business in Hyde Park, Massachusetts (the “Bank”) (the MHC, the Company and the Bank hereinafter shall be collectively referred to as the “Employers”), and William M. Parent, of Walpole, Massachusetts (the “Executive”).

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FORM OF TWO YEAR CHANGE IN CONTROL AGREEMENT FOR Jim Kivlehan and Thomas E. O’Leary
Blue Hills Bancorp, Inc. • March 11th, 2014 • Massachusetts

AGREEMENT made as of the 4th day of March, 2014 (the “Effective Date”) by and among Hyde Park Bancorp, Inc., a mid-tier holding company organized under the laws of the Commonwealth of Massachusetts (the “Company”), and its subsidiary, Blue Hills Bank, a Massachusetts savings bank with its main office in Hyde Park, Massachusetts (the “Bank”) (the Company and the Bank hereinafter shall be collectively referred to as the “Employers”), and (the “Executive”). The Company is the wholly-owned subsidiary of Hyde Park, MHC (the “MHC”).

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