WITNESSETH:Stock Option Agreement • March 21st, 2005 • Rurban Financial Corp • State commercial banks • Ohio
DATED AS OFMerger Agreement • April 14th, 2005 • Rurban Financial Corp • State commercial banks • Ohio
EXHIBIT 10.13 CHANGE OF CONTROL AGREEMENT THIS AGREEMENT (the "Agreement") is made as of this first day of March, 2006 ("Effective Date"), among Rurban Financial Corp. ("RFC"), an Ohio business corporation having a place of business at 401 Clinton...Change of Control Agreement • March 24th, 2006 • Rurban Financial Corp • State commercial banks • Ohio
WITNESSETH:Stock Option Agreement • March 21st, 2005 • Rurban Financial Corp • State commercial banks • Ohio
WITNESSETH:Employment Agreement • March 24th, 2006 • Rurban Financial Corp • State commercial banks • Ohio
EXHIBIT 10(aa)Severance Agreement • March 30th, 2004 • Rurban Financial Corp • State commercial banks
EXHIBIT 10(t)Split-Dollar Agreement • March 31st, 2003 • Rurban Financial Corp • State commercial banks
Exhibit 10(w) FORM OF STOCK OPTION AGREEMENT (Non-Qualified Stock Options)Stock Option Agreement • March 31st, 1998 • Rurban Financial Corp • State commercial banks • Ohio
EXHIBIT 2 PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • February 25th, 2003 • Rurban Financial Corp • State commercial banks • Ohio
WITNESSETH:Executive Salary Continuation Agreement • March 31st, 2003 • Rurban Financial Corp • State commercial banks • Ohio
STOCK APPRECIATION RIGHTS AGREEMENT ("SAR")Stock Appreciation Rights Agreement • March 21st, 2005 • Rurban Financial Corp • State commercial banks • Ohio
EXHIBIT 10.11 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT THIS AGREEMENT (the "Agreement") is made as of this first day of March, 2006 ("Effective Date") among Rurban Financial Corp. ("RFC"), an Ohio business corporation having a place of...Supplemental Executive Retirement Plan Agreement • March 24th, 2006 • Rurban Financial Corp • State commercial banks • Ohio
EXECUTION VERSION BRANCH PURCHASE AND ASSUMPTION AGREEMENTBranch Purchase and Assumption Agreement • March 21st, 2005 • Rurban Financial Corp • State commercial banks • Ohio
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • May 28th, 2021 • Sb Financial Group, Inc. • State commercial banks • Ohio
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of May 27, 2021, and is made by and among SB Financial Group, Inc., an Ohio corporation (“Company”), and the several purchasers of the Subordinated Notes named on Schedule I hereto (each a “Purchaser” and collectively, the “Purchasers”).
Written Agreement by and among ) ) RURBAN FINANCIAL CORP. ) Defiance, Ohio ) ) THE STATE BANK AND TRUST ) COMPANY ) Defiance, Ohio ) Docket Nos. 02-015-WA/RB- HC ) 02-015-WA/RB-SM FEDERAL RESERVE BANK ) OF CLEVELAND ) Cleveland, Ohio ) ) and ) ) OHIO...Written Agreement • July 11th, 2002 • Rurban Financial Corp • State commercial banks
SCHEDULE A TO EXHIBIT 10.13Change in Control Agreement • March 24th, 2006 • Rurban Financial Corp • State commercial banks
Rurban Financial Corp. (the "Registrant") has entered into Change in Control Agreements with the executive officers of the Registrant identified below, which Change in Control Agreements are substantially identical to the Change in Control Agreement, executed March 9, 2006 and effective as of March 1, 2006, by and between the Registrant and Duane L. Sinn, Executive Vice President and Chief Financial Officer of the Registrant, a copy of which was filed as Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the "2005 Form 10-K").
1,449,275 Shares SB FINANCIAL GROUP, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2018 • Sb Financial Group, Inc. • State commercial banks • New York
SB FINANCIAL GROUP, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT FOR DAVID HOMOELLEChange of Control Agreement • March 7th, 2022 • Sb Financial Group, Inc. • State commercial banks • Ohio
This AGREEMENT between SB Financial Group, Inc. (the “Company”) and David Homoelle is effective as of the 22nd day of January, 2018 (the “Effective Date”). This Agreement replaces the SB Financial Group, Inc. Change of Control Agreement for David Homoelle dated June 30, 2016 (the “COC Agreement”).
The State Bank and Trust CompanySplit Dollar Agreement • March 7th, 2022 • Sb Financial Group, Inc. • State commercial banks • Ohio
This 2017 Split Dollar Agreement and Endorsement (this “Agreement”) is entered into as of this 22nd day of January, 2018 by and between The State Bank and Trust Company, an Ohio-chartered bank (the “Bank”), and David Homoelle, Regional President, Columbus (the “Executive”). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.
RURBAN FINANCIAL CORP. AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR KENNETH A. JOYCESupplemental Executive Retirement Plan Agreement • March 18th, 2010 • Rurban Financial Corp • State commercial banks • Ohio
THIS AGREEMENT between RFC and the Executive was originally effective as of the first day of March, 2006 (the “Effective Date”). Effective as of the Restatement Effective Date, RFC and the Executive hereby amend and restate this Agreement, as set forth herein.
BY AND BETWEENGuarantee Agreement • November 14th, 2005 • Rurban Financial Corp • State commercial banks • New York
RURBAN FINANCIAL CORP., AS ISSUER INDENTUREIndenture • November 14th, 2005 • Rurban Financial Corp • State commercial banks • New York
SB FINANCIAL GROUP, INC. AMENDED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR ANTHONY V. COSENTINOSupplemental Executive Retirement Plan Agreement • January 26th, 2018 • Sb Financial Group, Inc. • State commercial banks • Ohio
THIS AGREEMENT between SB Financial Group, Inc. (the “Company”) and Anthony V. Cosentino (the “Executive”) is effective as of January 22, 2018 (the “Restatement Effective Date”). Effective as of the Restatement Effective Date, the Company and the Executive hereby amend and restate this Agreement in its entirety, as set forth herein.
SB FINANCIAL GROUP, INC. 6.50% NONCUMULATIVE CONVERTIBLE PERPETUAL PREFERRED SHARES, SERIES A DEPOSIT AGREEMENT AMONG SB FINANCIAL GROUP, INC., COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS DEPOSITARY, AND THE HOLDERS FROM TIME TO TIME...Deposit Agreement • November 6th, 2014 • Sb Financial Group, Inc. • State commercial banks • New York
THIS DEPOSIT AGREEMENT is made and entered into as of November 6, 2014, by and among SB Financial Group, Inc., an Ohio corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”) and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally-chartered trust company (the “Trust Company,” and together with Computershare, collectively, the “Depositary”), and the holders from time to time of the Receipts described herein.
EXHIBIT 10(bb)Supplemental Severance Agreement • March 30th, 2004 • Rurban Financial Corp • State commercial banks
SB FINANCIAL GROUP, INC. RESTRICTED STOCK AWARD AGREEMENT For ________________________________Restricted Stock Award Agreement • March 8th, 2024 • Sb Financial Group, Inc. • State commercial banks • Ohio
In recognition of your services to SB Financial Group, Inc. and its current and future Subsidiaries (the “Company”), the Compensation Committee (the “Committee”) of the Board of Directors of the Company has granted to you (the “Grantee”) restricted common shares, without par value, of the Company (“Restricted Stock”), subject to the terms and conditions described in the SB Financial Group, Inc. 2017 Stock Incentive Plan (the “Plan”) and this Restricted Stock Award Agreement (this “Award Agreement”).
SCHEDULE A TO EXHIBIT 10.11Supplemental Executive Retirement Agreement • March 24th, 2006 • Rurban Financial Corp • State commercial banks
Rurban Financial Corp. (the "Registrant") has entered into Supplemental Executive Retirement Agreements with the executive officers of the Registrant identified below, which Supplemental Executive Retirement Agreements are substantially identical to the Supplemental Executive Retirement Agreement, executed March 13, 2006 and effective as of March 1, 2006, by and between the Registrant and Kenneth A. Joyce, President and Chief Executive Officer of the Registrant, a copy of which was filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the "2005 Form 10-K").
SB FINANCIAL GROUP, INC. (an Ohio corporation) Up to 1,500,000 Depositary Shares Each Representing a 1/100th Interest in aAgency Agreement • November 6th, 2014 • Sb Financial Group, Inc. • State commercial banks • New York
SB Financial Group, Inc., an Ohio corporation (the “Company”) hereby confirms its agreement with Keefe, Bruyette & Woods, Inc. (the “Agent”) as set forth in this Agreement. Unless the context otherwise requires, all references to the Company include the Company and each of its subsidiaries, including The State Bank and Trust Company (the “Bank”).
RURBAN FINANCIAL CORP. SECOND AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT FOR MARK A. KLEINChange of Control Agreement • August 5th, 2010 • Rurban Financial Corp • State commercial banks • Ohio
THIS AGREEMENT between RFC and the Executive was originally effective as of the first day of March, 2006 (the “Effective Date”) and was amended and restated effective December 31, 2008 for the purpose of complying with the requirements of Section 409A of the Code. Effective as of this 30th day of July, 2010, RFC and the Executive hereby amend and restate this Agreement in its entirety for a second time as set forth herein, and remove the Subsidiary as a party hereto.
RURBAN FINANCIAL CORP. RESTRICTED STOCK AWARD AGREEMENT (For Employees)Restricted Stock Award Agreement • July 28th, 2008 • Rurban Financial Corp • State commercial banks • Ohio
In recognition of your services to Rurban Financial Corp. (the “Company”) and its Subsidiaries, the Compensation Committee of the Board of Directors of the Company has granted to you restricted common shares, without par value, of the Company (“Restricted Stock”), subject to the terms and conditions described in the Rurban Financial Corp. 2008 Stock Incentive Plan (the “Plan”) and this Restricted Stock Award Agreement (this “Award Agreement”).
RURBAN FINANCIAL CORP. NONQUALIFIED STOCK OPTION AWARD AGREEMENT (For Employees)Nonqualified Stock Option Award Agreement • March 31st, 2011 • Rurban Financial Corp • State commercial banks • Ohio
In recognition of your services to Rurban Financial Corp. (the “Company”) and its Subsidiaries, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has granted you a Nonqualified Stock Option (“Option”) to purchase common shares, without par value, of the Company (“Stock”), subject to the terms and conditions described in the Rurban Financial Corp. 2008 Stock Incentive Plan (the “Plan”) and this Nonqualified Stock Option Award Agreement (“Award Agreement”).
SCHEDULE A TOSupplemental Executive Retirement Agreement • March 20th, 2009 • Rurban Financial Corp • State commercial banks
Rurban Financial Corp. (the “Registrant”) has entered into Amended and Restated Supplemental Executive Retirement Agreements effective as of December 31, 2008 (“Amended SERP Agreements”), with the executive officers of the Registrant identified below, which Amended SERP Agreements are substantially identical to the Amended and Restated Supplemental Executive Retirement Agreement, effective as of December 31, 2008, by and between the Registrant and Kenneth A. Joyce, President and Chief Executive Officer of the Registrant, a copy of which was filed as Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 Form 10-K”).
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT FOR KENNETH A. JOYCEEmployment Agreement • March 20th, 2009 • Rurban Financial Corp • State commercial banks
This Second Amendment to the Employment Agreement for Kenneth A. Joyce dated as of August March 1, 2006 (“Agreement”) is effective as of this 31st day of December, 2008.
EMPLOYMENT AGREEMENT FOR MARK A. KLEINEmployment Agreement • August 5th, 2010 • Rurban Financial Corp • State commercial banks • Ohio
This Employment Agreement (“Agreement”) is entered into this 30th day of July, 2010 (“Effective Date”), by and between Rurban Financial Corp., an Ohio corporation (the “Employer”), and Mark A. Klein (the “Executive”).
RURBAN FINANCIAL CORP. NONQUALIFIED STOCK OPTION AWARD AGREEMENT (For Employees)Nonqualified Stock Option Award Agreement • March 18th, 2010 • Rurban Financial Corp • State commercial banks • Ohio
In recognition of your services to Rurban Financial Corp. (the “Company”) and its Subsidiaries, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has granted you a Nonqualified Stock Option (“Option”) to purchase common shares, without par value, of the Company (“Stock”), subject to the terms and conditions described in the Rurban Financial Corp. 2008 Stock Incentive Plan (the “Plan”) and this Nonqualified Stock Option Award Agreement (“Award Agreement”).
