FFBW, Inc. /MD/ Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • October 1st, 2021 • FFBW, Inc. /MD/ • Savings institution, federally chartered • Wisconsin

This Employment Agreement (this “Agreement”) is made effective as of September 30, 2021 (the “Effective Date”), by and between First Federal Bank of Wisconsin, a federally chartered savings bank (the “Bank”) and Steven L. Wierschem (the “Executive”). The Bank and Executive are sometimes collectively referred to herein as the “parties.”

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Purchase and Assumption Agreement by and among FIRST FEDERAL BANK OF WISCONSIN, MITCHELL BANK, MITCHELL BANK HOLDING CORPORATION, (solely for purposes of the sections identified herein) and (solely for purposes of the sections identified herein) July...
Purchase and Assumption Agreement • July 28th, 2020 • FFBW, Inc. /MD/ • Savings institution, federally chartered • Wisconsin
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Up to 4,268,570 Shares FFBW, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT
Agency Agreement • November 1st, 2019 • FFBW, Inc. /MD/ • Savings institution, federally chartered • New York
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FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR EDWARD H. SCHAEFER
Employment Agreement • November 21st, 2022 • FFBW, Inc. /MD/ • Savings institution, federally chartered • Wisconsin

This First Amendment (the “Amendment”) to the Amended and Restated Employment Agreement, dated as of January 16, 2020 (the “Agreement”), by and between First Federal Bank of Wisconsin (the “Bank”) and Edward H. Schaefer (the “Executive”) is entered into as of November 16, 2022. Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

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Form of Restricted Stock Award
Restricted Stock Award • September 3rd, 2021 • FFBW, Inc. /MD/ • 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 2021 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

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Stock Option
Stock Option Agreement • September 3rd, 2021 • FFBW, Inc. /MD/ • 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 2021 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

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FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT FOR STEVEN L. WIERSCHEM
Employment Agreement • November 21st, 2022 • FFBW, Inc. /MD/ • Savings institution, federally chartered • Wisconsin

This First Amendment (the “Amendment”) to the Employment Agreement, dated as of September 30, 2021 (the “Agreement”), by and between First Federal Bank of Wisconsin (the “Bank”) and Steven L. Wierschem (the “Executive”) is entered into as of November 16, 2022. Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

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KELLER & COMPANY, INC.
Second Stage Conversion Appraisal Agreement • September 13th, 2019 • FFBW, Inc. /MD/

Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of the successor to FFBW, Inc. (hereinafter referred to as the "FFBW, Inc."), the mid-tier stock holding company of First Federal Bank of Wisconsin ("First Federal"), relating to the second stage conversion (the "Conversion") of FFBW, Inc. KELLER will provide a pro forma valuation of the market value of the shares of FFBW, Inc. to be sold in connection with a second stage conversion and the corresponding exchange ratio and prepare the pro forma valuation tables in the prospectus.

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August 20, 2019 FFBW, Inc. Brookfield, WI 53005 Attention: Edward H. Schaefer President & Chief Executive Officer Ladies and Gentlemen:
Financial Advisory Agreement • September 13th, 2019 • FFBW, Inc. /MD/ • Georgia

The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of Janney Montgomery Scott, LLC (“Janney”) to act as the exclusive financial advisor to FFBW, MHC (“MHC”), FFBW, Inc. (“FFBW”) and First Federal Bank of Wisconsin (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 FFBW’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, FFBW and the Bank, the “Company”) to be formed by FFBW, 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 general public in a Direct Community

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Form of Stock Option
Stock Option Agreement • September 3rd, 2021 • FFBW, Inc. /MD/ • 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 2021 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

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