Randolph Bancorp, Inc. Sample Contracts

AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 28, 2022 BY AND AMONG HOMETOWN FINANCIAL GROUP, MHC, HOMETOWN FINANCIAL GROUP, INC., HOMETOWN FINANCIAL ACQUISITION CORP. AND RANDOLPH BANCORP, INC.
Merger Agreement • March 28th, 2022 • Randolph Bancorp, Inc. • State commercial banks • Massachusetts

This is an Agreement and Plan of Merger, dated as of the 28th day of March, 2022 (this “Agreement”), by and among Hometown Financial Group, MHC, a Massachusetts mutual holding company (“MHC”), Hometown Financial Group, Inc., a Massachusetts corporation (“Parent”), Hometown Financial Acquisition Corp. (the “Merger Sub”), a Massachusetts corporation and wholly-owned subsidiary of Parent, and Randolph Bancorp, Inc., a Massachusetts corporation (the “Company”). Each of MHC, Parent, Merger Sub and the Company is sometimes individually referred to herein as a “Party,” and MHC, Parent, Merger Sub and the Company are collectively sometimes referred to as the “Parties.”

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RANDOLPH BANCORP, INC. ENVISION BANK CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 29th, 2020 • Randolph Bancorp, Inc. • State commercial banks • Massachusetts

This Change in Control Agreement (“Agreement”) is made as of the 28th day of January, 2020 by and between Randolph Bancorp, Inc., a Massachusetts business corporation (the “Company”), its wholly-owned subsidiary Envision Bank (the “Bank”) (the Company and the Bank hereinafter shall be collectively referred to as the “Employers”), and Lauren B. Messmore (the “Executive”) and shall be effective upon the date of the commencement of Executive’s employment with the Company and the Bank (the “Effective Date”).

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AGREEMENT
Employment Agreement • March 4th, 2016 • Randolph Bancorp, Inc. • Massachusetts

This Agreement (the “Agreement”) is entered into by and between Randolph Savings Bank (the “Bank”) and Kellie J. Lally (the “Employee”). The effectiveness of this Agreement is contingent upon the closing (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger among Randolph Bancorp, First Eastern Bankshares Corporation (the “Seller Company”), and Richard F. Kalagher, dated as of September 1, 2015 (the “Merger Agreement”). This Agreement shall be effective upon the date of the Closing (the “Effective Date”).

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April 15, 2015
Appraisal Services Agreement • March 4th, 2016 • Randolph Bancorp, Inc. • Massachusetts

This letter sets forth the agreement between Randolph Savings Bank, Stoughton, Massachusetts (the “Bank”), the wholly-owned subsidiary of Randolph Bancorp (the “Company”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide independent conversion appraisal services in conjunction with the proposed conversion transaction by the Company. The scope, timing and fee structure for these appraisal services are described below.

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Randolph Bancorp, Inc. up to 4,945,000 Shares (subject to increase up to 5,686,750 shares) Common Stock ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT May 13, 2016
Agency Agreement • May 19th, 2016 • Randolph Bancorp, Inc. • State commercial banks • New York
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AGREEMENT
Employment Agreement • July 6th, 2016 • Randolph Bancorp, Inc. • State commercial banks • Massachusetts

This Agreement (the “Agreement”) is entered into by and between Randolph Savings Bank (the “Bank”) and Peter J. Fraser (the “Employee”). The effectiveness of this Agreement is contingent upon the closing (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger among Randolph Bancorp, First Eastern Bankshares Corporation (the “Seller Company”), and Richard F. Kalagher, dated as of September 1, 2015 (the “Merger Agreement”). This Agreement shall be effective upon the date of the Closing (the “Effective Date”).

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FORM OF RANDOLPH BANCORP, INC. INDUCEMENT RESTRICTED STOCK AWARD AGREEMENT
Inducement Restricted Stock Award Agreement • April 28th, 2020 • Randolph Bancorp, Inc. • State commercial banks

Randolph Bancorp, Inc. (the “Company”) hereby grants an Inducement Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of the Grantee’s acceptance of the offer of employment from the Company or such other form of consideration as is acceptable to the Administrator.

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RESTRICTED STOCK AWARD AGREEMENT UNDER THE RANDOLPH BANCORP, INC. 2021 Equity INCENTIVE PLAN
Restricted Stock Award Agreement • May 25th, 2021 • Randolph Bancorp, Inc. • State commercial banks

Pursuant to the Randolph Bancorp, Inc. 2021 Equity Incentive Plan (the “Plan”) as amended through the date hereof, Randolph Bancorp, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.

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Contract
Agreement and Plan of Merger • March 4th, 2016 • Randolph Bancorp, Inc. • Massachusetts

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2015 (this “Agreement”), by and among Randolph Bancorp, a Massachusetts-chartered mutual bank holding company (“Buyer”), First Eastern Bankshares Corporation, a Massachusetts corporation (the “Company”), and Richard F. Kalagher, an individual residing at 25111 Ridge Oak Drive, Bonita Spring, FL 34134 (“Shareholder”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 29th, 2020 • Randolph Bancorp, Inc. • State commercial banks • Massachusetts

This Employment Agreement (the “Agreement”) is made by and among Randolph Bancorp, Inc. (the “Company”), Envision Bank (the “Bank” and together with the Company, the “Employers”) and William M. Parent (the “Executive”). Either the Company or the Bank may satisfy the Employers’ obligations under this Agreement.

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RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE RANDOLPH BANCORP, Inc. 2021 Equity INCENTIVE PLAN
Restricted Stock Unit Award Agreement • May 25th, 2021 • Randolph Bancorp, Inc. • State commercial banks

Pursuant to the Randolph Bancorp, Inc. 2021 Equity Incentive Plan as amended through the date hereof (the “Plan”), Randolph Bancorp, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company.

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Contract
Letter Agreement • July 6th, 2016 • Randolph Bancorp, Inc. • State commercial banks
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VOTING AGREEMENT
Voting Agreement • March 28th, 2022 • Randolph Bancorp, Inc. • State commercial banks • Massachusetts

This Voting Agreement (this “Agreement”), dated as of March 28, 2022, is entered into by and between Hometown Financial Group, Inc., a Massachusetts corporation (“Hometown”), and the undersigned party (the “Shareholder”).

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AGREEMENT AND PLAN OF MERGER by and among RANDOLPH BANCORP FIRST EASTERN BANKSHARES CORPORATION and RICHARD F. KALAGHER Dated as of September 1, 2015
Merger Agreement • March 4th, 2016 • Randolph Bancorp, Inc. • Massachusetts

AGREEMENT AND PLAN OF MERGER, dated as of September 1, 2015 (this “Agreement”), by and among Randolph Bancorp, a Massachusetts-chartered mutual bank holding company (“Buyer”), First Eastern Bankshares Corporation, a Massachusetts corporation (the “Company”), and Richard F. Kalagher, an individual residing at 25111 Ridge Oak Drive, Bonita Spring, FL 34134 (“Shareholder”). Shareholder is a party to this Agreement solely with respect to Shareholder’s individual obligations under this Agreement, and not those obligations of the Company hereunder.

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Re: Retirement Agreement
Retirement Agreement • January 29th, 2020 • Randolph Bancorp, Inc. • State commercial banks • Massachusetts

Randolph Bancorp, Inc. (the “Company”) and Envision Bank (the “Bank” and together with the Company, the “Employers”) appreciate your dedicated service. This letter constitutes an agreement (the “Agreement”) between you and the Employers concerning your retirement from employment with the Employers.

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Contract
Agreement and Plan of Merger • March 4th, 2016 • Randolph Bancorp, Inc. • Massachusetts

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of February 5, 2016 (this “Agreement”), by and among Randolph Bancorp, a Massachusetts-chartered mutual bank holding company (“Buyer”), First Eastern Bankshares Corporation, a Massachusetts corporation (the “Company”), and Richard F. Kalagher, an individual residing at 25111 Ridge Oak Drive, Bonita Spring, FL 34134 (“Shareholder”).

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