Tri County Financial Corp /Md/ Sample Contracts

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ARTICLE I DEFINITIONS
Split Dollar Agreement • April 1st, 2002 • Tri County Financial Corp /Md/ • State commercial banks
SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • October 14th, 2020 • Community Financial Corp /Md/ • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 14, 2020, and is made by and among The Community Financial Corporation, a Maryland corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 14th, 2020 • Community Financial Corp /Md/ • State commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 14, 2020 and is made by and among The Community Financial Corporation, a Maryland corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

AGREEMENT RELATING TO FILING OF JOINT STATEMENT PURSUANT TO RULE 13d-1(k) UNDER THE SECURITIES EXCHANGE ACT OF 1934
Joint Statement Agreement • February 17th, 2004 • Tri County Financial Corp /Md/ • State commercial banks

The Undersigned agree that the Statement of Schedule 13G to which this Agreement is attached is filed on behalf of each of them.

SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 23rd, 2011 • Tri County Financial Corp /Md/ • State commercial banks • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using funds appropriated under SBLF.

1,400,000 Shares TRI-COUNTY FINANCIAL CORPORATION Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 27th, 2013 • Tri County Financial Corp /Md/ • State commercial banks • New York

Tri-County Financial Corporation, a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as the representative (the “Representative”) an aggregate of 1,400,000 shares (the “Firm Shares”) of the common stock, $0.01 par value per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 210,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”

AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Supplemental Executive Retirement Plan • May 10th, 2018 • Community Financial Corp /Md/ • State commercial banks • Maryland
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 5th, 2019 • Community Financial Corp /Md/ • State commercial banks • Maryland

THIS AGREEMENT originally entered into on April 30, 2018 by and between COMMUNITY BANK OF THE CHESAPEAKE, with its principal place of business at 3035 Leonardtown Road, Waldorf, Maryland 20601 (the “Bank”), CHRISTY LOMBARDI (the “Employee”), and THE COMMUNITY FINANCIAL CORPORATION (the “Company”), solely as guarantor of the Bank’s obligations hereunder, is hereby amended and restated in its entirety (the “Agreement”) effective as of April 1, 2019 (the “Effective Date”).

VOTING AGREEMENT
Voting Agreement • August 1st, 2017 • Community Financial Corp /Md/ • State commercial banks • Maryland

This VOTING AGREEMENT, dated as of [•], 2017 (this “Agreement”), is executed by and among The Community Financial Corporation, a Maryland corporation (“Parent”), and the shareholders of County First Bank, a Maryland-chartered commercial bank (the “Company”), who are signatories hereto (each a “Shareholder,” and collectively the “Shareholders” ). Capitalized terms used herein and not defined shall have the meanings specified in the Merger Agreement (as defined below).

FIRST CHANGE
Employment Agreement • November 14th, 2005 • Tri County Financial Corp /Md/ • State commercial banks
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 4th, 2020 • Community Financial Corp /Md/ • State commercial banks • Indiana

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into this January 1, 2019 (the “Effective Date”), by and between COMMUNITY BANK OF THE CHESAPEAKE, with its principal place of business at 3035 Leonardtown Road, Waldorf, Maryland 20601 (the “Bank”), TALAL TAY (the “Executive”), and THE COMMUNITY FINANCIAL CORPORATION (the “Company”), solely as guarantor of the Bank’s obligations hereunder.

AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 31, 2017 BY AND AMONG THE COMMUNITY FINANCIAL CORPORATION, COMMUNITY BANK OF THE CHESAPEAKE AND COUNTY FIRST BANK
Merger Agreement • August 1st, 2017 • Community Financial Corp /Md/ • State commercial banks • Maryland

This is an Agreement and Plan of Merger, dated as of July 31, 2017 (“Agreement”), by and among The Community Financial Corporation, a Maryland corporation (“Parent”), Community Bank of the Chesapeake, a Maryland-chartered commercial bank and wholly-owned subsidiary of Parent (“Parent Bank”), and County First Bank, a Maryland-chartered bank (the “Company”).

COMMUNITY BANK OF THE CHESAPEAKE SALARY CONTINUATION AGREEMENT (AS AMENDED AND RESTATED)
Salary Continuation Agreement • May 10th, 2018 • Community Financial Corp /Md/ • State commercial banks • Maryland
LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Endorsement Method Split Dollar Plan Agreement • March 13th, 2017 • Community Financial Corp /Md/ • State commercial banks • Maryland

The respective rights and duties of the Bank and the Insured in the above referenced policy shall be pursuant to the terms set forth below:

The Community Financial Corporation and Wilmington Trust, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of ______, 2015 to SUBORDINATED DEBT INDENTURE Dated as of __________, 2015
First Supplemental Indenture • February 4th, 2015 • Community Financial Corp /Md/ • State commercial banks • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of _______, 2015, between THE COMMUNITY FINANCIAL CORPORATION, a corporation duly organized and existing under the laws of the State of Maryland (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee (the “Trustee”), under the Base Indenture (as hereinafter defined).

COMMUNITY BANK OF TRI-COUNTY SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • November 14th, 2006 • Tri County Financial Corp /Md/ • State commercial banks • Maryland

THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 21st day of August, 2006, by and between COMMUNITY BANK OF TRI-COUNTY, a state-chartered commercial, bank located in Waldorf, Maryland (the “Company”) and GREGORY C. COCKERHAM (the “Executive”).

COMMUNITY BANK OF TRI-COUNTY SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 13th, 2017 • Community Financial Corp /Md/ • State commercial banks • Maryland

THIS SALARY CONTINUATION AGREEMENT (the "Agreement") is adopted this 21st day of August, 2006, by and between COMMUNITY BANK OF TM-COUNTY, a state-chartered commercial bank located in Waldorf, Maryland (the "Company-) and JAMES DIMISA (the "Executive").

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AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 14, 2022 BY AND BETWEEN SHORE BANCSHARES, INC. AND THE COMMUNITY FINANCIAL CORPORATION (Continued)
Merger Agreement • December 14th, 2022 • Community Financial Corp /Md/ • State commercial banks • Maryland

AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2022 by and between Shore Bancshares, Inc. (“SHBI”) and The Community Financial Corporation (“TCFC”).

COMMUNITY BANK OF TRI-COUNTY SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • April 20th, 2009 • Tri County Financial Corp /Md/ • State commercial banks • Maryland

THIS AGREEMENT is adopted this 6th day of September, 2003, by and between COMMUNITY BANK OF TRI-COUNTY, a state-chartered commercial bank located in Waldorf, Maryland (the “Company”), and WILLIAM PASENELLI (the “Executive”).

COMMUNITY BANK OF THE CHESAPEAKE SALARY CONTINUATION AGREEMENT (AS AMENDED AND RESTATED)
Salary Continuation Agreement • May 10th, 2018 • Community Financial Corp /Md/ • State commercial banks • Maryland
COMMUNITY BANK OF TRI-COUNTY SUPPLEMENTAL LIFE INSURANCE AGREEMENT
Supplemental Life Insurance Agreement • March 10th, 2016 • Community Financial Corp /Md/ • State commercial banks • Maryland

THIS SUPPLEMENTAL LIFE INSURANCE AGREEMENT is adopted this 12 day of January, 2004, by and between COMMUNITY BANK OF TRI-COUNTY, a Corporation located in WALDORF, MARYLAND (the “Company”), and MICHAEL L. MIDDLETON (the “Executive”).

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Life Insurance Endorsement Method Split Dollar Plan Agreement • March 10th, 2016 • Community Financial Corp /Md/ • State commercial banks • Maryland

The respective rights and duties of the Bank and the Insured in the above referenced policy shall be pursuant to the terms set forth below:

ARTICLE I
Retirement Plan for Directors • March 30th, 2001 • Tri County Financial Corp /Md/ • State commercial banks
AGREEMENT
Board Nomination Agreement • March 25th, 2016 • Community Financial Corp /Md/ • State commercial banks • Delaware

This AGREEMENT (the “Agreement”) is made and entered into as of March 25, 2016, by and between The Community Financial Corporation, a Maryland corporation (the “Company”), and Basswood Capital Management, L.L.C., a Delaware limited liability company (“BCM”), acting on behalf of the Funds (as defined below) and certain managed accounts.

UNITED STATES DEPARTMENT OF THE TREASURY
Securities Purchase Agreement • September 23rd, 2011 • Tri County Financial Corp /Md/ • State commercial banks

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant (the “Warrant”) to purchase the number of shares of the series of its preferred stock set forth on Schedule A hereto (such shares, the “Warrant Shares”), which was exercised by the Investor at Closing.

FORM OF RESTRICTED STOCK/RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Agreement • May 15th, 2015 • Community Financial Corp /Md/ • State commercial banks

This Award Agreement is provided to ___________________ (the “Participant”) by The Community Financial Corporation (the “Company”) as of ______________________, 20___, the date the Compensation Committee of the Board of Directors of the Company (the “Committee”) awarded the Participant a [restricted stock]/[restricted stock unit] award pursuant to The Community Financial Corporation 2015 Equity Compensation Plan (the “2015 Plan”), subject to the terms and conditions of the 2015 Plan and this Award Agreement (referred to herein as the “Award”):

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2006 • Tri County Financial Corp /Md/ • State commercial banks • Maryland

AGREEMENT made as of September 6, 2006 (this “Agreement”), by and between TRI-COUNTY FINANCIAL CORPORATION, with its principal place of business at 3035 Leonardtown Road, Waldorf, Maryland 20601 (the “Company”), and MICHAEL L. MIDDLETON (the “Executive”).

Mr. [Name] [Title] Tri-County Financial Corporation Waldorf, Maryland 20601 Dear Mr. [Name]:
Capital Purchase Program Agreement • September 23rd, 2011 • Tri County Financial Corp /Md/ • State commercial banks

Tri-County Financial Corporation (the “Company”) previously entered into an agreement with the United States Department of the Treasury (the “Treasury”) to participate in the Capital Purchase Program (the “CPP”). In connection with the Company’s participation in the CPP, on December 19, 2008, you agreed, in accordance with a written letter (which letter is incorporated into this letter by reference), to the following for the period of time during which (i) you were a senior executive officer and (B) the Treasury held an equity or debt position acquired from the Company in the CPP (the “CPP Covered Period”):

AMENDMENT NUMBER 4 TO THE CONSULTING AGREEMENT BY AND BETWEEN COMMUNITY BANK OF THE CHESAPEAKE AND JAMES F. DI MISA
Consulting Agreement • October 4th, 2021 • Community Financial Corp /Md/ • State commercial banks

This amendment to the consulting agreement by and between Community Bank of the Chesapeake (the “Bank”) and James F. Di Misa (the “Consultant”) is entered into on September 30, 2021 (the “Amendment Number 4”).

SECOND AMENDMENT TO THE COMMUNITY BANK OF TRI-COUNTY SALARY CONTINUATION AGREEMENT DATED AUGUST 21, 2006 AND AMENDED APRIL 13, 2007 FOR WILLIAM J. PASENELLI
Salary Continuation Agreement • April 20th, 2009 • Tri County Financial Corp /Md/ • State commercial banks

THIS SECOND AMENDMENT is adopted this 30th day of December, 2007, by and between Community Bank of Tri-County, a state-chartered commercial bank located in Waldorf, Maryland (the “Company”) and William J. Pasenelli (the “Executive”).

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