805,000 Shares (subject to increase up to 925,750 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) MADISON BANCORP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT...Agency Agreement • July 23rd, 2010 • Madison Bancorp Inc • Savings institution, federally chartered • New York
Madison Bancorp, Inc., a Maryland corporation (the “Company”), and Madison Square Federal Savings Bank, a federal savings bank (the “Bank”), hereby confirm their agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or the “Agent”) with respect to the offer and sale by the Company of 805,000 shares of the Common Stock, par value $0.01 per share (the “Common Stock”) (subject to increase up to 925,750 shares in the event of an increase in the pro forma market value of the Common Stock). The shares of Common Stock to be sold by the Company are hereinafter called the “Securities.”
FORM OF TRUST AGREEMENT BETWEEN MADISON SQUARE FEDERAL SAVINGS BANK AND [TRUSTEE] FOR THE MADISON SQUARE FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST Effective as of January 1, 2010Trust Agreement • July 23rd, 2010 • Madison Bancorp Inc • Savings institution, federally chartered • Maryland
This TRUST AGREEMENT dated as of [date], between MADISON SQUARE FEDERAL SAVINGS BANK, with its administrative office at 9649 Belair Road, Suite 300, Baltimore, Maryland 21236 (hereinafter called the “Bank”), and [TRUSTEE], with its administrative office at [address] (hereinafter called the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2010 • Madison Bancorp Inc • Savings institution, federally chartered • Maryland
THIS AGREEMENT (this “Agreement”) is entered into and effective this [day] day of [month, year] (the “Effective Date”), by and between Madison Bancorp, Inc. (the “Company”) and Michael P. Gavin (the “Employee”). The Company and the Employee are each sometimes referred to herein as a “Party” and are collectively sometimes referred to herein as the “Parties”.
