RANDOLPH BANCORP, INC. RANDOLPH SAVINGS BANK CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 4th, 2016 • Randolph Bancorp, Inc. • Massachusetts
This Change in Control Agreement (“Agreement”) is made as of the day of , 2016 by and between Randolph Bancorp, Inc., a Massachusetts business corporation (the “Company”), its wholly-owned subsidiary, Randolph Savings Bank (the “Bank”) (the Company and the Bank hereinafter shall be collectively referred to as the “Employers”), and (the “Executive”).
AGREEMENTAgreement • March 4th, 2016 • Randolph Bancorp, Inc. • Massachusetts
This Agreement (the “Agreement”) is entered into by and between Randolph Savings Bank (the “Bank”) and Kellie J. Lally (the “Employee”). The effectiveness of this Agreement is contingent upon the closing (the “Closing”) of the transactions contemplated by the Agreement and Plan of Merger among Randolph Bancorp, First Eastern Bankshares Corporation (the “Seller Company”), and Richard F. Kalagher, dated as of September 1, 2015 (the “Merger Agreement”). This Agreement shall be effective upon the date of the Closing (the “Effective Date”).
April 15, 2015Randolph Bancorp, Inc. • March 4th, 2016 • Massachusetts
This letter sets forth the agreement between Randolph Savings Bank, Stoughton, Massachusetts (the “Bank”), the wholly-owned subsidiary of Randolph Bancorp (the “Company”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide independent conversion appraisal services in conjunction with the proposed conversion transaction by the Company. The scope, timing and fee structure for these appraisal services are described below.
ContractAgreement and Plan of Merger • March 4th, 2016 • Randolph Bancorp, Inc. • Massachusetts
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2015 (this “Agreement”), by and among Randolph Bancorp, a Massachusetts-chartered mutual bank holding company (“Buyer”), First Eastern Bankshares Corporation, a Massachusetts corporation (the “Company”), and Richard F. Kalagher, an individual residing at 25111 Ridge Oak Drive, Bonita Spring, FL 34134 (“Shareholder”).
AGREEMENT AND PLAN OF MERGER by and among RANDOLPH BANCORP FIRST EASTERN BANKSHARES CORPORATION and RICHARD F. KALAGHER Dated as of September 1, 2015Separation Agreement and Release • March 4th, 2016 • Randolph Bancorp, Inc. • Massachusetts
AGREEMENT AND PLAN OF MERGER, dated as of September 1, 2015 (this “Agreement”), by and among Randolph Bancorp, a Massachusetts-chartered mutual bank holding company (“Buyer”), First Eastern Bankshares Corporation, a Massachusetts corporation (the “Company”), and Richard F. Kalagher, an individual residing at 25111 Ridge Oak Drive, Bonita Spring, FL 34134 (“Shareholder”). Shareholder is a party to this Agreement solely with respect to Shareholder’s individual obligations under this Agreement, and not those obligations of the Company hereunder.
ContractAgreement and Plan of Merger • March 4th, 2016 • Randolph Bancorp, Inc. • Massachusetts
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of February 5, 2016 (this “Agreement”), by and among Randolph Bancorp, a Massachusetts-chartered mutual bank holding company (“Buyer”), First Eastern Bankshares Corporation, a Massachusetts corporation (the “Company”), and Richard F. Kalagher, an individual residing at 25111 Ridge Oak Drive, Bonita Spring, FL 34134 (“Shareholder”).
