Mid Penn Bancorp Inc Sample Contracts
Common Stock, par value $1.00 per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2024 • Mid Penn Bancorp Inc • State commercial banks • New York
As part of the offering contemplated by this Agreement, Piper Sandler & Co. (the “Designated Underwriter”) has agreed to reserve out of the Firm Stock purchased by it under this Agreement, up to 2.0% of the shares for sale to the Company’s directors, employees and other parties associated with the Company (collectively, the “Directed Share Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”) and subject to the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Firm Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not purchased through the Directed Share Program will be offered to the public by the Underwriters.
Standard Contracts
MID PENN BANK EXECUTIVE DEFERRED COMPENSATION AGREEMENTExecutive Deferred Compensation Agreement • November 10th, 2008 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
SECOND AMENDMENT TO THE MID PENN BANK AMENDED AND RESTATED DIRECTOR DEFERRED FEE AGREEMENT DATED JANUARY 1, 2005 AND AMENDED JUNE 28, 2007 FOR ALAN DAKEYDirector Deferred Fee Agreement • November 10th, 2008 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
AMONGMerger Agreement • March 27th, 1998 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made on the 31st day of August, 2007 between Mid Penn Bank (the "Employer"), a Pennsylvania corporation with its principal office at 349 Union Street, Millersburg, PA 17601, and Alan W. Dakey (the...Executive Employment Agreement • September 6th, 2007 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
ContractSupplemental Executive Retirement Plan Agreement • May 8th, 2024 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
2 - such anniversary date that such party does not agree to renew this Agreement, the term of this Agreement and the Employment Period shall be deemed renewed for a term ending two (2) years subsequent to such anniversary date. (b) Notwithstanding...Employment Agreement • May 8th, 2024 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
September 18, 2023 Jordan Space Re: Change in Control Severance Agreement AMENDED AND RESTATED Dear Jordan: Mid Penn Bancorp, Inc. (the “Corporation”) considers it essential and in the best interests of its shareholders to foster the continuous...Change in Control Severance Agreement • May 8th, 2024 • Mid Penn Bancorp Inc • State commercial banks
MID PENN BANK SPLIT DOLLAR LIFE INSURANCE PLANSplit Dollar Life Insurance Plan • November 10th, 2008 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 5th, 2015 • Mid Penn Bancorp Inc • State commercial banks • New York
This Assignment and Assumption Agreement (this “Assumption Agreement”) is made and entered as of the 1st day of March 2015, by and between Phoenix Bancorp, Inc., a Pennsylvania corporation and bank holding company with its principal offices in Pottsville, Pennsylvania (“Phoenix”), and Mid Penn Bancorp, Inc., a Pennsylvania corporation and bank holding company with its principal offices in Millersburg, Pennsylvania (“Mid Penn”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MID PENN BANCORP, INC. AND WILLIAM PENN BANCORPORATION dated as of October 31, 2024Merger Agreement • November 1st, 2024 • Mid Penn Bancorp Inc • State commercial banks • Maryland
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2024, is made by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), and William Penn Bancorporation, a Maryland corporation (“William Penn”). Certain capitalized terms have the meanings given to them in Article I.
KEY EXECUTIVE MANAGEMENT CHANGE OF CONTROL AGREEMENT THIS AGREEMENT is made on the 1st day of April, 2008, between MID PENN BANCORP, INC. (the "Corporation"), a Pennsylvania corporation with its principal office at 349 Union Street, Millersburg, PA,...Change of Control Agreement • April 4th, 2008 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
August , 2014Merger Agreement • August 29th, 2014 • Mid Penn Bancorp Inc • State commercial banks
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 27th, 2021 • Mid Penn Bancorp Inc • State commercial banks
This FIRST AMENDMENT, dated as of August 26, 2021 (this “First Amendment”), is by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), and Riverview Financial Corporation, a Pennsylvania corporation (“Riverview”), and amends that certain Agreement and Plan of Merger dated as of June 30, 2021 by and between Mid Penn and Riverview (the “Agreement”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MID PENN BANCORP, INC. AND FIRST PRIORITY FINANCIAL CORP. dated as of January 16, 2018Merger Agreement • January 16th, 2018 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 16, 2018, is made by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), and First Priority Financial Corp., a Pennsylvania corporation (“First Priority”). Certain capitalized terms have the meanings given to them in Article I.
EMPLOYMENT AGREEMENT RORY G. RITRIEVI EFFECTIVE DATE FEBRUARY 25, 2009Employment Agreement • March 2nd, 2009 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
This Agreement is dated effective as of February 25, 2009, by and between MID PENN BANK, a Pennsylvania corporation (“Mid Penn”) and Rory G. Ritrievi (“Executive”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MID PENN BANCORP, INC. AND BRUNSWICK BANCORP dated as of December 20, 2022Merger Agreement • December 20th, 2022 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 20, 2022, is made by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), and Brunswick Bancorp, a New Jersey corporation (“Brunswick”). Certain capitalized terms have the meanings given to them in Article I.
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2016 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
THIS AGREEMENT (“Agreement”) is made as of this 3rd day of November 2016 (the “Effective Date”), between MID PENN BANCORP, INC., a Pennsylvania business corporation (the “Corporation”), MID PENN BANK, a state-chartered commercial bank (the “Bank”), and RORY G. RITRIEVI, an adult individual (“Executive”).
SPLIT DOLLAR AGREEMENTSplit Dollar Agreement • March 14th, 2005 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
This AGREEMENT, made and entered into this 15th day of December, 1994, by and among Mid Penn Bank, (hereinafter referred to as the “Corporation”), a Corporation organized and existing under the laws of Pennsylvania, and Eugene F. Shaffer (hereinafter referred to as the “Employee”).
AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTSupplemental Executive Retirement Plan Agreement • January 4th, 2021 • Mid Penn Bancorp Inc • State commercial banks
THIS AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 29th day of December, 2020, by and between _____________________ (“Executive”) and MID PENN BANK (the “Bank”).
Mid Penn Bancorp, Inc. Letterhead] June 30, 2021Merger Agreement • August 6th, 2021 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
Reference is made to that certain Agreement and Plan of Merger by and between Mid Penn Bancorp, Inc. (the “Company”) and Riverview Financial Corporation (“Riverview”) dated June 30, 2021 (the “Merger Agreement”), pursuant to which Riverview will merge with and into the Company, with the Company as the surviving corporation in the merger (the “Merger”). Riverview and Castle Creek Capital Partners, VI, L.P. (“Castle Creek”) are party to that certain agreement dated January 17, 2017 (the “Riverview Agreement”), executed in connection with that certain Stock Purchase Agreement, dated as of January 17, 2017, between Riverview, Castle Creek and the other purchasers identified on the signature pages thereto, pursuant to which Riverview granted Castle Creek certain investor rights specific to Castle Creek.
AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTSupplemental Executive Retirement Plan Agreement • March 24th, 2021 • Mid Penn Bancorp Inc • State commercial banks
THIS AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the _____ day of March, 2021, by and between [Executive Name] (the “Executive”) and MID PENN BANK (the “Bank”).
March 29, 2017Merger Agreement • March 30th, 2017 • Mid Penn Bancorp Inc • State commercial banks
Scottdale has required that, as a condition to its willingness to enter into the Merger Agreement and pursuant to Section 7.7 of the Merger Agreement, the undersigned shareholder of Mid Penn execute and deliver to Scottdale this Agreement.
DEATH BENEFIT PLAN AND AGREEMENTDeath Benefit Plan and Agreement • March 14th, 2005 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
THIS MID PENN BANK DEATH BENEFIT PLAN AND AGREEMENT (the “Agreement”) is adopted this day of , 2004, by and between MID PENN BANK (the “Bank”), a Pennsylvania-chartered commercial bank located in Millersburg, Pennsylvania, and Scott Shaffer as Trustee of the EUGENE F. SHAFFER IRREVOCABLE TRUST I dated November 15, 1994 (the Trust).
AMENDMENT NO. 1 TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 5th, 2018 • Mid Penn Bancorp Inc • State commercial banks
THIS AMENDMENT NO. 1 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (“Amendment”) is made as of the 31st day of August, 2018, by and between (“Executive”) and MID PENN BANCORP, INC. (the “Company”).
ContractRestricted Stock Agreement • March 13th, 2018 • Mid Penn Bancorp Inc • State commercial banks
THIS AGREEMENT, dated as of ______, ____ (“Grant Date”) by and between Mid Penn Bancorp, Inc. (“Company”), and ___________ (“Participant”), is entered into as follows:
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 24th, 2021 • Mid Penn Bancorp Inc • State commercial banks
THIS AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT (“Amendment”) is made as of the 22nd day of March, 2021, by and between [Executive Name] (the “Executive”) and MID PENN BANCORP, INC. (the “Company”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN AND AND THE SCOTTDALE BANK & TRUST COMPANY dated as of March 29, 2017Merger Agreement • March 30th, 2017 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
United States Department of the TreasurySecurities Purchase Agreement • December 28th, 2012 • Mid Penn Bancorp Inc • 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 to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).
Supplemental Executive Retirement Plan AgreementSupplemental Executive Retirement Plan Agreement • September 5th, 2018 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
This Supplemental Executive Retirement Plan Agreement (this “Agreement”) is adopted this day of , 2018, by and between Mid Penn Bank, a Pennsylvania bank and trust company headquartered in Millersburg, Pennsylvania (the “Bank”), and (the “Executive”).
DIRECTOR DEFERRED FEE AGREEMENTDirector Deferred Fee Agreement • March 15th, 2021 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
THIS DIRECTOR DEFERRED FEE AGREEMENT (the “Agreement”) is adopted this ________ day of ________, 20__, by and between Mid Penn Bank, a state-chartered commercial bank located in Millersburg, Pennsylvania (the “Company”), and ____________ (the “Director”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MID PENN BANCORP, INC. AND PHOENIX BANCORP, INC. dated as of August 27, 2014Merger Agreement • August 29th, 2014 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 27, 2014, is made between Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), and Phoenix Bancorp, Inc., a Pennsylvania corporation (“Phoenix”). Certain capitalized terms have the meanings given to them in Article I.
March 29, 2017Merger Agreement • March 30th, 2017 • Mid Penn Bancorp Inc • State commercial banks
The undersigned, in order to induce Mid Penn to enter into the Merger Agreement, hereby irrevocably (in his or her individual capacity and not as a director or officer of Scottdale):
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2018 • Mid Penn Bancorp Inc • State commercial banks
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment”) is made as of the 31st day of August, 2018, by and between RORY G. RITRIEVI (“Executive”), MID PENN BANCORP, INC. (the “Company”) and MID PENN BANK (the “Bank”).
EXECUTIVE COMPENSATION RESTRICTION AGREEMENTExecutive Compensation Restriction Agreement • March 2nd, 2009 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
This Capital Purchase Plan Executive Compensation Restriction Agreement (“this Agreement”) is made and entered into as of February , 2009, by and among Mid Penn Bancorp, Inc., a Pennsylvania business corporation (“Corporation”), Mid Penn Bank, a state chartered banking institution (“Bank”), and (the “Executive”).
