EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 14, 2012, by and among THE VICTORY BANK (the “Bank”) and ROBERT H. SCHULTZ (the “Executive”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of [date], by and among VICTORY BANK (the “Bank”), HV BANCORP, INC. (the “Company”), a Pennsylvania corporation and the holding company for the Bank, and [NAME] (the “Executive”).
FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of [date], by and between VICTORY BANK (the “Bank”) and [ ] (the “Executive”).
HV BANCORP, INC. (a Pennsylvania Corporation) Up to 1,150,000 Shares (Subject to Increase Up to 1,322,500 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
the Merger Agreement will be validly issued, fully paid and nonassessable; and (e) the issuance of the shares of Common Stock in the Offering and the Merger Shares is not subject to preemptive rights under the charter or bylaws of any of the HVB Parties, or arising or outstanding by operation of law or, to the best knowledge of such counsel, under any contract, indenture, agreement, instrument or other document, except for the subscription rights under the Plan.
FELDMAN FINANCIAL ADVISORS, INC.HV Bancorp, Inc. • May 12th, 2014
This letter sets forth the agreement (“Agreement”) between Huntingdon Valley Bank (“Huntingdon” or the “Bank”) and Feldman Financial Advisors, Inc. (“FFA”), whereby Huntingdon has engaged FFA to provide an independent appraisal of the estimated aggregate pro forma market value (the “Valuation”) of the shares of common stock that are to be sold and issued by the Bank (or, if applicable, its newly formed holding company) in connection with the conversion (“Conversion”) of the Bank from the mutual form of organization to the stock form and its simultaneous acquisition of Victory Bank.
December 19, 2012HV Bancorp, Inc. • May 12th, 2014 • Pennsylvania
In consideration of the mutual promises herein contained and intending to be legally bound, Huntingdon Valley Bank (the “Bank”) and you, Travis J. Thompson, Esquire, agree that you will be employed by the Bank, on the following terms and conditions:
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) which was originally entered into as of June 14, 2012, by and among THE VICTORY BANK (the “Bank”) and RICHARD L. GRAVER (the “Executive”), is amended and restated in its entirety effective as of April 1, 2013.
July 15, 2013HV Bancorp, Inc. • May 12th, 2014
This letter sets forth the agreement between Huntingdon Valley Bank, Huntingdon Valley, Pennsylvania (“Huntingdon Valley” or the “Bank”)), and RP® Financial, LC. (“RP Financial”), whereby Huntingdon Valley has engaged RP Financial to prepare certain purchase accounting valuation adjustments and other pro forma financial tables in conjunction with its contemplated mutual-to-stock conversion transaction and simultaneous acquisition of Victory Bancorp, Inc. (“Victory Bancorp”) and its wholly owned subsidiary Victory Bank, Limerick, Pennsylvania (“Victory Bank”), collectively “Victory”. The nature, timing, and fee structure of RP Financial’s services in this regard are described more fully below.
May 28, 2013HV Bancorp, Inc. • May 12th, 2014
This letter sets forth the agreement between Huntingdon Valley Bank (the “Bank”), Huntingdon Valley, Pennsylvania, and RP® Financial, LC. (“RP Financial”), whereby the Bank has engaged RP Financial to prepare a written business plan document and three year financial projections reflecting the pro forma impact of the standard conversion and simultaneous acquisition of Victory Bancorp, Inc, Limerick, Pennsylvania (“Victory”) and the post-conversion/acquisition activities, organization and financial targets of the Bank. These services are described in greater detail below, and will be co-directed by the undersigned and James J. Oren, Director of RP Financial.
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 12, 2013 BY AND AMONG HV BANCORP, INC. HUNTINGDON VALLEY BANK AND THE VICTORY BANCORP, INC.Agreement and Plan of Merger • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania
This is an Agreement and Plan of Merger, dated as of the 12th day of December, 2013 (“Agreement”), by and among HV Bancorp, Inc., a Pennsylvania corporation (“HV Bancorp”) and Huntingdon Valley Bank (“HV Bank”), on the one hand, and The Victory Bancorp, Inc., a Pennsylvania corporation (“Victory Bancorp”).
