] Shares(1) ALERUS FINANCIAL CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2019 • Alerus Financial Corp • National commercial banks • New York
Alerus Financial Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [ ] shares of the Company’s Common Stock, par value $1.00 per share (the “Common Stock”). The aggregate of [ ] shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional [ ] shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this agreement (this “Agreement”) as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as “you” or the “Representative.”
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • August 2nd, 2019 • Alerus Financial Corp • National commercial banks • North Dakota
This Executive Severance Agreement (“Agreement”) is made and entered into between Alerus Financial Corporation, a Delaware corporation (the “Company”), and Randy Newman (the “Employee”).
ALERUS FINANCIAL CORPORATION 2009 STOCK PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 2nd, 2019 • Alerus Financial Corp • National commercial banks • Delaware
This is a RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) between Alerus Financial Corporation, a Delaware corporation (the “Company”), and the employee of the Company or an Affiliate of the Company (the “Employee”) specified in the table above. Except as otherwise set forth herein, this Award Agreement is subject to the terms and conditions of the Alerus Financial Corporation 2009 Stock Plan (the “Plan”). Any capitalized term used in this Award Agreement that is not defined herein shall have the meaning set forth in the Plan.
ALERUS FINANCIAL CORPORATION RESTRICTED STOCK AWARD AGREEMENT FOR LONG TERM INCENTIVE AWARDRestricted Stock Award Agreement • August 2nd, 2019 • Alerus Financial Corp • National commercial banks • Delaware
This is a RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) between Alerus Financial Corporation, a Delaware corporation (the “Company”) and the employee of the Company or a subsidiary of the Company (the “Employee”) listed above.
