Up to 11,170,402 Shares PIONEER BANCORP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT May 14, 2019Agency Agreement • May 20th, 2019 • Pioneer Bancorp, Inc./Md • Savings institutions, not federally chartered • New York
INCENTIVE STOCK OPTIONIncentive Stock Option Agreement • May 21st, 2024 • Pioneer Bancorp, Inc./Md • Savings institutions, not federally chartered
This incentive stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of Pioneer 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 and related prospectus 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 committee responsible for administering the Plan (the “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
NON-QUALIFIED STOCK OPTIONNon-Qualified Stock Option Agreement • May 21st, 2024 • Pioneer Bancorp, Inc./Md • Savings institutions, not federally chartered
This non-qualified stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of Pioneer 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 and related prospectus 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 committee responsible for administering the Plan (the “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 par
TWO-YEAR CHANGE IN CONTROL AGREEMENTChange in Control Agreement • July 17th, 2019 • Pioneer Bancorp, Inc./Md • Savings institutions, not federally chartered • New York
This Change in Control Agreement (the “Agreement”) is made effective as of the 17th day of July 2019 (the “Effective Date”), by and between Pioneer Bank, a New York-chartered stock savings bank (the “Bank”) and Frank C. Sarratori (“Executive”). Any reference to the “Company” shall mean Pioneer Bancorp, Inc., the newly-formed the stock holding company of the Bank, or any successor thereto.
EMPLOYMENT AGREEMENTEmployment Agreement • July 17th, 2019 • Pioneer Bancorp, Inc./Md • Savings institutions, not federally chartered • New York
This Employment Agreement (the “Agreement”) is made and entered into, effective as of July 17, 2019 (the “Effective Date”), by and between Pioneer Bank, a New York-chartered stock savings bank (the “Bank”) and Thomas L. Amell (“Executive”). Any reference to the “Company” shall mean Pioneer Bancorp, Inc., the newly-formed the stock holding company of the Bank, or any successor thereto.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 21st, 2024 • Pioneer Bancorp, Inc./Md • Savings institutions, not federally chartered
This restricted stock award agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of Pioneer 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 and related prospectus 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 responsible for administering the Plan (the “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 other
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 31st, 2022 • Pioneer Bancorp, Inc./Md • Savings institutions, not federally chartered • New York
This sets forth an Agreement between Pioneer Bank (“Bank”) and Frank Sarratori in full and complete settlement of all issues concerning Executive’s employment and separation from employment with Employer. As used in this Agreement, “Employer” shall mean Pioneer Bank and its predecessors, divisions, affiliates, subsidiaries, successors, assigns, and all of its and their current and former directors, officers, employees, and agents (in their individual and representative capacities); “Executive” shall include Frank Sarratori and his heirs, executors, administrators, and assigns. The Employer and Executive may be individually referred to herein in as “Party” and collectively, the “Parties.”
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • February 13th, 2024 • Pioneer Bancorp, Inc./Md • Savings institutions, not federally chartered • New York
This Settlement Agreement and Mutual General Release (“Agreement”) is entered into by and between Pioneer Bank (“Pioneer”), on the one hand, and Teal, Becker & Chiaramonte, CPAs, P.C. (“TBC”); Pasquale M. Scisci; and Vincent Commisso (collectively, “the TBC Parties”) on the other. The above individuals and entities are referred to individually as a “Party” and collectively as “the Parties” in this Agreement.
April 26, 2018 Thomas L. Amell President and Chief Executive Officer Pioneer Savings Bank Albany, New York 12211 Dear Mr. Amell:Engagement Agreement • March 12th, 2019 • Pioneer Bancorp, Inc./Md • Virginia
This letter sets forth the agreement whereby Pioneer Savings Bank, Albany, New York, (the “Company”), has engaged RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services in conjunction with the minority stock offering by the Company. The specific appraisal services to be rendered, along with the timing and fee structure for these appraisal services are described below.
PURCHASE AGREEMENTPurchase Agreement • April 30th, 2019 • Pioneer Bancorp, Inc./Md • Savings institutions, not federally chartered • New York
THIS PURCHASE AGREEMENT (“Agreement”), entered into as of this 7th day of January, 2016, by and between PIONEER SAVINGS BANK with an office at 21 Second Street, Troy, NY 12180 (“Purchaser”), and HOMESTEAD FUNDING CORP., with an office at 8 Airline Drive, Albany, New York 12205 (“Seller”). When Purchaser and Seller are referred to collectively within this Agreement they will be referred to as “Parties”.
