MUTUAL TERMINATION OF EMPLOYMENT AGREEMENTMutual Termination of Employment Agreement • January 9th, 2019 • First Financial Corp /In/ • State commercial banks • Indiana
This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and John E. Peck, the current President and Chief Executive Officer of HopFed and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.
NON-DISCLOSURE AND NON-SOLICITATION AGREEMENTNon-Disclosure and Non-Solicitation Agreement • January 9th, 2019 • First Financial Corp /In/ • State commercial banks • Indiana
THIS NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT (“Agreement”) is made and entered into, effective as of the date first written below, by and among First Financial Corporation (“First Financial”), First Financial Bank, N.A. (“Bank”), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (“HopFed”), Heritage Bank USA, Inc., (“Heritage”), a wholly-owned subsidiary of HopFed, and John E. Peck (“Employee”). “Banking Organization” shall mean First Financial, the Bank, HopFed, and/or Heritage. “Financial Institution” shall mean the Bank and/or Heritage. First Financial, the Bank, HopFed, Heritage and Employee may be collectively referenced as the “parties” or individually as a “party.”
AGREEMENT AND PLAN OF MERGER by and between First Financial Corporation and HopFed Bancorp, Inc. Dated as of January 7, 2019Merger Agreement • January 9th, 2019 • First Financial Corp /In/ • State commercial banks • Indiana
AGREEMENT AND PLAN OF MERGER, dated as of January 7, 2019 (this “Agreement”), by and between HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), and First Financial Corporation, an Indiana corporation (“First Financial”).
MUTUAL TERMINATION OF EMPLOYMENT AGREEMENTMutual Termination of Employment Agreement • January 9th, 2019 • First Financial Corp /In/ • State commercial banks • Indiana
This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and Michael L. Woolfolk, the current Executive Vice President and Chief Operations Officer of Heritage Bank and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.
STANDSTILL AGREEMENTStandstill Agreement • January 9th, 2019 • First Financial Corp /In/ • State commercial banks • Indiana
THIS STANDSTILL AGREEMENT (the “Agreement”), dated this 21st day of December, 2018, is by and among First Financial Corporation (the “Company”), Stilwell Activist Fund, L.P. (“Activist Fund”), Stilwell Activist Investments, L.P. (“Activist Investments”), Stilwell Associates, L.P. (“Stilwell Associates”), Stilwell Value LLC (“Stilwell Value”), and Joseph Stilwell, an individual (collectively, with Activist Fund, Activist Investments, Stilwell Associates, and Stilwell Value, the “Stilwell Group,” and each individually, a “Stilwell Group Member”).
VOTING AGREEMENTVoting Agreement • January 9th, 2019 • First Financial Corp /In/ • State commercial banks • Indiana
This Voting Agreement (the “Voting Agreement”) is entered into by and among First Financial Corporation, an Indiana corporation (“First Financial”), and each of the undersigned directors of HopFed Bancorp, Inc., a Delaware corporation (“HopFed”). Each of the undersigned, being all of the directors of HopFed, hereby agrees in his or her individual capacity as a shareholder to vote all shares of common stock of HopFed (“HopFed Common Stock”) that are registered in his or her personal name in favor of that certain Agreement and Plan of Merger (“Agreement and Plan of Merger”) dated January 7, 2019 between HopFed and First Financial, and agrees to use his or her reasonable efforts to cause all additional shares of HopFed Common Stock owned (i) jointly by him or her with any other person, or (ii) by his or her spouse and over which he or she has voting influence or control, to be voted in favor of the Agreement and Plan of Merger.
