EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2017 • FFBW, Inc. • Wisconsin
This Employment Agreement (this “Agreement”) is made effective as of May 24, 2017 (the “Effective Date”), by and between First Federal Bank of Wisconsin, a federally chartered savings bank (the “Bank”) and Edward H. Schaefer (the “Executive”). The Bank and Executive are sometimes collectively referred to herein as the “parties.”
Up to 2,562,500 Shares (Subject to increase to up to 2,950,625 shares) FFBW, INC. (a Federal corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT August 14, 2017Agency Agreement • August 15th, 2017 • FFBW, Inc. • Savings institution, federally chartered • New York
FFBW, Inc., a Federal corporation in formation (the "Company"), FFBW, MHC, a federally chartered mutual holding company in formation (the "MHC"), and First Federal Bank of Wisconsin, a federally chartered mutual savings bank (the "Bank"), hereby confirm their agreement with FIG Partners, LLC ("FIG" or the "Agent") with respect to the offer and sale by the Company of up to 2,562,500 shares (subject to increase to up to 2,950,625 shares) of the Company’s common stock, par value $0.01 per share (the "Common Stock"). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the "Securities." It is acknowledged that the number of Securities to be sold in the Offerings may be increased or decreased as described in the Prospectus (as defined below). If the number of Securities is increased or decreased in accordance with the Prospectus, the term "Securities" shall mean such greater or lesser number, where applicable. In addition, as descri
May 1, 2017Financial Advisory Agreement • June 14th, 2017 • FFBW, Inc. • Georgia
The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of FIG Partners, LLC (“FIG”) to act as the exclusive financial advisor to First Federal Bank of Wisconsin (“First Federal” or the “Bank”) in connection with the proposed reorganization into the mutual holding company form of organization (the “Reorganization”). It is further understood that the Reorganization will include the formation of a Mutual Holding Company (the “MHC”) as well as a mid-tier stock holding company (the “Holding Company”) and together with the MHC and the Bank, the “Company” and the associated sale of common stock of the Holding Company as further described below.
ONE-YEAR CHANGE IN CONTROL AGREEMENTChange in Control Agreement • June 14th, 2017 • FFBW, Inc. • Wisconsin
This Change in Control Agreement (the “Agreement”) is made effective as of the 24th day of May, 2017 (the “Effective Date”), by and between First Federal Bank of Wisconsin, a federally chartered savings bank (the “Bank”) and David Rosenwald (the “Executive”).
Up to 4,268,570 Shares FFBW, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT November 12, 2019Agency Agreement • November 13th, 2019 • FFBW, Inc. • Savings institution, federally chartered • New York
form of non-qualified stock option award agreementNon-Qualified Stock Option Award Agreement • December 21st, 2018 • FFBW, Inc. • Savings institution, federally chartered • Wisconsin
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 FFBW, 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 future subs
KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTSConversion Valuation Agreement • June 14th, 2017 • FFBW, Inc.
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of First Federal of Wisconsin (hereinafter referred to as “First Federal”), relating to the mutual to stock conversion of First Federal and minority stock offering (“the “Stock Offering”) of First Federal’s mid-tier holding company. KELLER will provide a pro forma valuation of the market value of the shares of First Federal’s mid-tier holding company to be sold in connection with the minority stock offering.
form of restricted stock award agreementRestricted Stock Award Agreement • December 21st, 2018 • FFBW, Inc. • Savings institution, federally chartered • Wisconsin
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the “Plan”) of FFBW, 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 “Comp
CONFIDENTIALITY AND NON-SOLICITATION AGREEMENTConfidentiality and Non-Solicitation Agreement • June 14th, 2017 • FFBW, Inc. • Wisconsin
This Confidentiality and Non-Solicitation Agreement (the “Agreement”) is made effective as of the 24th day of May, 2017 (the “Effective Date”), by and between First Federal Bank of Wisconsin, a federally chartered savings bank (the “Bank”) and David Rosenwald (the “Employee”).
form of incentive stock option award agreementIncentive Stock Option Award Agreement • December 21st, 2018 • FFBW, Inc. • Savings institution, federally chartered • Wisconsin
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 FFBW, 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 future subs
AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT WITH GARY D. RILEYDeferred Compensation Agreement • June 14th, 2017 • FFBW, Inc.
THIS AMENDED AND RESTATED AGREEMENT was originally entered into on 12th day of June, 2015 (the “Prior Agreement”) and this agreement is hereby amended and restated as of May 24, 2017 (the “Agreement”), by and between FIRST FEDERAL BANK OF WISCONSIN, a federally chartered savings bank having its principal place of business in the city of Waukesha, Wisconsin, hereinafter called “Bank,” party of the first part, and Gary D. Riley, hereinafter called “Executive,” party of the second part.
FIRST FEDERAL BANK OF WISCONSIN DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • June 14th, 2017 • FFBW, Inc. • Wisconsin
THIS DEFERRED COMPENSATION AGREEMENT FOR EDWARD H. SCHAEFER (the “Agreement”) is effective as of May 24, 2017, and is entered into by First Federal Bank of Wisconsin (the “Bank”) and Edward H. Schaefer (“Executive”).
