Community Heritage Financial, Inc. Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2022 • Community Heritage Financial, Inc. • State commercial banks • Maryland

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated August 27th, 2021 effective as of November 1, 2020, by and between Middletown Valley Bank (the “Bank” or “Employer”), a Maryland-chartered commercial bank, and Robert E. Goetz, Jr., a resident of the State of Maryland (the “Employee”).

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AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Retirement Plan Agreement • May 10th, 2022 • Community Heritage Financial, Inc. • State commercial banks

THIS AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (the “Amendment”) is made this 18th day of May 2018 (the “Effective Date”), by and between Middletown Valley Bank (the “Bank”), a Maryland state-chartered bank and J. Michael Hill (the “Executive”).

●] Shares COMMUNITY HERITAGE FINANCIAL, INC. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT
Underwriting Agreement • August 31st, 2022 • Community Heritage Financial, Inc. • State commercial banks • New York
Lease agreement By and between DRY DOCK PLAZA, LLC, as Landlord and MILLENNIUM FINANCIAL GROUP, INC., as Tenant and MIDDLETOWN VALLEY BANK, as Sub-Tenant Premises address: 19509 Garrett Highway, Suite 6 Oakland, MD. 21550 LEASE AGREEMENT
Lease Agreement • May 10th, 2022 • Community Heritage Financial, Inc. • State commercial banks

THIS LEASE AGREEMENT (this “Lease”) is entered into as of the 1sth day of July 2020 by and between DRY DOCK PLAZA, LLC, a Maryland limited liability company (“Landlord”), MILLENNIUM FINANCIAL GROUP, INC., a Maryland corporation (“Tenant”) and MIDDLETOWN VALLEY BANK, a Maryland corporation (“Sub-Tenant”). Landlord, Tenant and Sub-Tenant, each intending to be legally bound, hereby mutually covenant and agree as follows:

MIDDLETOWN VALLEY BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT ROBERT E. GOETZ, JR.
Retirement Plan Agreement • May 10th, 2022 • Community Heritage Financial, Inc. • State commercial banks • Maryland

THIS AGREEMENT (“Agreement”), is dated this 24th day of January, 2014 and is made effective as of the 8th day of January, 2014 (the “Effective Date”), by and between Middletown Valley Bank (the “Bank”), a Maryland state-chartered bank located in Middletown, Maryland and Robert E. Goetz, Jr. (the “Executive”), intending to be legally bound hereby.

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • May 10th, 2022 • Community Heritage Financial, Inc. • State commercial banks • Maryland

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Plan of Reorganization”) is dated as of August 23, 2018 by and between MIDDLETOWN VALLEY BANK, a Maryland state-chartered commercial bank (the “Bank”), and COMMUNITY HERITAGE FINANCIAL, INC., a Maryland corporation (the “Holding Company”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 10th, 2022 • Community Heritage Financial, Inc. • State commercial banks • Maryland

This Securities Purchase Agreement (this “Agreement”) is entered into as of November 27, 2018, by and between Community Heritage Financial, Inc., a Maryland corporation and a bank holding company (the “Purchaser”), and William H. Poffenbarger, Jr. (the “Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 8.1.

AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION By and between MIDDLETOWN VALLEY BANK And COMMUNITY HERITAGE FINANCIAL, INC.
Agreement and Plan of Reorganization • May 10th, 2022 • Community Heritage Financial, Inc. • State commercial banks

This Amendment to Agreement and Plan of Reorganization (“Amendment”) is made as of this 19th day of October, 2018, by and between Middletown Valley Bank, a Maryland state-chartered commercial bank (the “Bank”), and Community Heritage Financial, Inc., a Maryland corporation (the “Holding Company”).

COMMUNITY HERITAGE FINANCIAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 10th, 2022 • Community Heritage Financial, Inc. • State commercial banks • Maryland

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of the Date of Grant by and between Community Heritage Financial, Inc., a Maryland corporation (the “Company”), and the above-listed participant (“Participant”).

FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT by and between COMMUNITY HERITAGE FINANCIAL, INC. and WILLIAM H. POFFENBARGER, JR.
The Securities Purchase Agreement • May 10th, 2022 • Community Heritage Financial, Inc. • State commercial banks

This First Amendment to the Securities Purchase Agreement (“Amendment”) is made as of this 1st day of February, 2019, by and between Community Heritage Financial, Inc., a Maryland corporation (the “Purchaser”), and William H. Poffenbarger, Jr., a resident of the State of Maryland (the “Seller”).

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Supplemental Executive • May 10th, 2022 • Community Heritage Financial, Inc. • State commercial banks • Maryland

THIS AGREEMENT (“Agreement”), is dated this 2nd day of March, 2012 and is made effective as of the 3rd day of January, 2012 (the “Effective Date”), by and between Middletown Valley Bank (the “Bank”), a Maryland state-chartered bank located in Middletown, Maryland and J. MICHAEL HILL (the “Executive”), intending to be legally bound hereby.

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