Federal Trust Corp Sample Contracts

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND AMONG FEDERAL TRUST BANK, FEDERAL TRUST CORPORATION AND JAMES V. SUSKIEWICH
Employment Agreement • September 26th, 1997 • Federal Trust Corp • Savings institution, federally chartered • Florida
AMENDED EMPLOYMENT AGREEMENT BY AND AMONG FEDERAL TRUST CORPORATION, FEDERAL TRUST BANK, AND JAMES V. SUSKIEWICH
Employment Agreement • March 30th, 2000 • Federal Trust Corp • Savings institution, federally chartered
AGREEMENT
Salary Continuation Agreement • July 8th, 1997 • Federal Trust Corp • Savings institution, federally chartered • Florida
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 17th, 2006 • Federal Trust Corp • Savings institution, federally chartered • Florida

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 14th day of April, 2006 by and among Federal Trust Corporation, a Florida corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

EMPLOYMENT AGREEMENT BY AND AMONG FEDERAL TRUST BANK, FEDERAL TRUST CORPORATION AND AUBREY H. WRIGHT
Employment Agreement • July 8th, 1997 • Federal Trust Corp • Savings institution, federally chartered • Florida
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND AMONG FEDERAL TRUST BANK, FEDERAL TRUST CORPORATION AND AUBREY H. WRIGHT
Employment Agreement • September 26th, 1997 • Federal Trust Corp • Savings institution, federally chartered • Florida
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND AMONG FEDERAL TRUST BANK, FEDERAL TRUST CORPORATION AND AUBREY H. WRIGHT
Employment Agreement • March 30th, 2000 • Federal Trust Corp • Savings institution, federally chartered • Florida
EMPLOYMENT AGREEMENT BY AND AMONG FEDERAL TRUST BANK, FEDERAL TRUST CORPORATION AND JAMES V. SUSKIEWICH
Employment Agreement • July 8th, 1997 • Federal Trust Corp • Savings institution, federally chartered • Florida
STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • August 1st, 2008 • Federal Trust Corp • Savings institution, federally chartered • Florida

This STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of May 12, 2008, is by and between Federal Trust Corporation, a Florida corporation (the “Company”), and SIDHU ADVISORS FDT, LLC. (a “Standby Purchaser”).

FEDERAL TRUST BANK AMENDED AND RESTATED EMPLOYEE SEVERANCE AGREEMENT
Employee Severance Agreement • March 28th, 2007 • Federal Trust Corp • Savings institution, federally chartered • Florida

THIS AMENDED AND RESTATED EMPLOYEE SEVERANCE AGREEMENT (“Agreement”) is entered into by and between Federal Trust Bank (“Employer”), and Gregory E. Smith (“Employee”), which shall supersede and be an amendment and restatement of the Employee Severance Agreement entered between the parties as of January 29, 2004.

AGENCY AGREEMENT Federal Trust Corporation (a Florida corporation) Up to 40,000,000 Shares of Common Stock Subscription Rights to Purchase Shares of Common Stock Warrants to Purchase Shares of Common Stock May 8, 2008
Agency Agreement • May 14th, 2008 • Federal Trust Corp • Savings institution, federally chartered • New Jersey

Standby Obligation”). The Rights Offering and the offering to the Standby Purchasers are together referred to herein as the “Stock Offering,” and the Underlying Shares and the Additional Shares are together referred to herein as the “Securities.”

FEDERAL TRUST BANK EMPLOYEE SEVERANCE AGREEMENT
Employee Severance Agreement • March 17th, 2008 • Federal Trust Corp • Savings institution, federally chartered • Florida

THIS EMPLOYEE SEVERANCE AGREEMENT (“Agreement”) is entered into by and between Federal Trust Bank (“Employer”) and Gregory E. Smith (“Employee”).

ESCROW AGREEMENT
Escrow Agreement • June 18th, 2004 • Federal Trust Corp • Savings institution, federally chartered • Florida

This Escrow Agreement is entered into and effective this day of July 2004, by and among Federal Trust Corporation, a Florida corporation (the “Company”), its subsidiary Federal Trust Bank (as “Escrow Agent”) and Kendrick Pierce Securities, Inc., a separate Florida corporation (the “Sales Agent”).

FEDERAL TRUST BANK AMENDED SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 17th, 2008 • Federal Trust Corp • Savings institution, federally chartered • Florida

THIS AGREEMENT is made this 31st day of December, 2005, by and between Federal Trust Bank, a federal savings bank (“Bank”), and Gregory E. Smith (“Executive”), as an amendment to that certain agreement dated November 10, 2003.

Federal Trust Corporation 1,200,000 Shares Common Stock Sales Agent Agreement
Sales Agent Agreement • June 18th, 2004 • Federal Trust Corp • Savings institution, federally chartered • Florida
SUBSCRIPTION AGENT AGREEMENT May , 2008
Subscription Agent Agreement • May 7th, 2008 • Federal Trust Corp • Savings institution, federally chartered • New Jersey

In connection with your appointment as Subscription Agent in the transaction described herein, Federal Trust Corporation (the “Company”), hereby confirms its arrangements with you as follows:

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EMPLOYMENT AGREEMENT BY AND BETWEEN FEDERAL TRUST CORPORATION AND JAMES V. SUSKIEWICH
Employment Agreement • November 4th, 2005 • Federal Trust Corp • Savings institution, federally chartered • Florida

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 1st day of October, 2005, by and between Federal Trust Corporation (“FTC” or “Employer”) and James V. Suskiewich (“Employee”). Employer and Employee are collectively referred to herein as the “Parties.”

LETTERHEAD OF FEDERAL TRUST CORPORATION]
Agreement and Plan of Merger • June 12th, 2009 • Federal Trust Corp • Savings institution, federally chartered
AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • August 1st, 2008 • Federal Trust Corp • Savings institution, federally chartered • Florida

This AMENDED AND RESTATED STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of , 2008, is by and between Federal Trust Corporation, a Florida corporation (the “Company”), and (a “Standby Purchaser”).

SEVERANCE AND RELEASE AGREEMENT
Severance Agreement • November 9th, 2007 • Federal Trust Corp • Savings institution, federally chartered • Florida

THIS SEVERANCE AND RELEASE AGREEMENT (this “Agreement”) is made and entered by and among JAMES V. SUSKIEWICH (the “Executive”), FEDERAL TRUST CORPORATION (the “Company”), and FEDERAL TRUST BANK (the “Bank”), a wholly owned subsidiary of the Company (the Company and the Bank collectively being the “Corporation”) effective as of the last date written below.

EXHIBIT 99.1 Agreement of Joint Filing Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D...
Joint Filing Agreement • February 15th, 2007 • Federal Trust Corp • Savings institution, federally chartered

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

FEDERAL TRUST CORPORATION COMMON STOCK PURCHASE WARRANT EXERCISABLE UNTIL ________, 20__ ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA
Common Stock Purchase Warrant • June 27th, 2008 • Federal Trust Corp • Savings institution, federally chartered

Each Warrant entitles the registered holder thereof (the “Registered Holder”) to purchase, subject to this Warrant and the Standby Purchase Agreement dated _____, 2008, by and between the Company and the Registered Holder, during the Warrant Exercise Period (as herein defined), one share of the Company’s Common Stock, $0.01 par value per share (the “Stock”) at the Exercise Price of $0.95 per share. The Company is a Florida Corporation with its principal office located in Sanford, Florida. Warrants are exercisable only for whole shares of Stock. The Warrant Exercise Period terminates upon the later of (i) seven years from the date of effectiveness of the registration statement filed with respect to the exercise of the Warrants or (ii) ______, 20___ (the “Expiration Date”). All Warrants shall become immediately void following the Expiration Date.

SETTLEMENT AGREEMENT
Settlement Agreement • November 20th, 2006 • Federal Trust Corp • Savings institution, federally chartered

THIS SETTLEMENT AGREEMENT is entered into this 14th of November 2006, by Keefe Managers, LLC (“Keefe”), John J. Lyons (“Lyons”) and Robert B. Goldstein (“Goldstein”), and Federal Trust Corporation (“Federal Trust”), James V. Suskiewich (“Suskiewich”) and Gregory E. Smith (“Smith”), to settle all controversies between them related to Federal Trust’s proxy solicitation and election of directors in connection with the Annual Meeting of Shareholders held on or about May 26, 2006 (the “Disputed Proxy Solicitation”). The following recitals are material components of this Settlement Agreement between the parties:

FEDERAL TRUST CORPORATION NOTE DUE 2010 US$20,000,000 PRINCIPAL AMOUNT
Note Purchase Agreement • June 12th, 2009 • Federal Trust Corp • Savings institution, federally chartered • New York

This Note is issued by Federal Trust Corporation, a corporation duly organized and existing under the laws of the State of Florida (the “Issuer”) pursuant to a Note Purchase Agreement dated as of March 31, 2009, between the Issuer, Federal Trust Bank and The Hartford Financial Services Group, Inc. (the “Note Purchase Agreement”).

AGREEMENT AND PLAN OF MERGER by and between THE HARTFORD FINANCIAL SERVICES GROUP, INC., FT ACQUISITION CORPORATION and FEDERAL TRUST CORPORATION Dated as of November 14, 2008
Merger Agreement • November 20th, 2008 • Federal Trust Corp • Savings institution, federally chartered • New York

AGREEMENT AND PLAN OF MERGER, dated as of November 14, 2008 (this “Agreement”), by and between The Hartford Financial Services Group, Inc., a Delaware corporation (“Parent”), FT Acquisition Corporation, a Florida corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and Federal Trust Corporation, a Florida corporation (the “Company”). Parent, Merger Sub and Company, each a “Party” and together, the “Parties.”

FEDERAL TRUST CORPORATION US$20,000,000 Note due 2010 NOTE PURCHASE AGREEMENT Dated as of March 31, 2009
Note Purchase Agreement • June 12th, 2009 • Federal Trust Corp • Savings institution, federally chartered • New York

Federal Trust Corporation, a Florida corporation (the “Issuer”) and Federal Trust Bank, a federally-chartered savings association (“FTB”), each hereby agrees with you as follows:

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