STOCK PURCHASE AGREEMENT BY AND AMONG RICHARD S. PARDES (THE SOLE STOCKHOLDER OF COLUMBIA EQUITIES, LTD.)Stock Purchase Agreement • June 28th, 2000 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
2,200,000 Depositary Shares Each Representing a 1/40th Interest in a Share ofUnderwriting Agreement • May 7th, 2020 • Oceanfirst Financial Corp • Savings institution, federally chartered • New York
OceanFirst Financial Corp., a Delaware corporation (the “Company”), proposes to (i) issue and sell to the several underwriters named in Schedule I (the “Underwriters,” which term also includes any underwriter substituted as hereinafter provided in Section 10 hereof), acting severally and not jointly, the respective number of depositary shares (the “Initial Depositary Shares”), each such depositary share representing ownership of a 1/40th interest in a share of the Company’s 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the “Preferred Stock”), set forth in Schedule I hereto and (ii) grant to the Underwriters, acting severally and not jointly, the option described in Section 2(b) hereof to purchase up to 330,000 additional depositary shares (the “Option Depositary Shares” and together with the Initial Depositary Shares, the “Depositary Shares”). Shares of Preferred Stock will, when issued, be deposited by the Company against d
AGREEMENT AND PLAN OF MERGER by and among OCEANFIRST FINANCIAL CORP., COASTAL MERGER SUB CORP. and PARTNERS BANCORP Dated as of November 4, 2021Agreement and Plan of Merger • November 4th, 2021 • Oceanfirst Financial Corp • Savings institution, federally chartered • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of November 4, 2021 (this “Agreement”), is by and among OceanFirst Financial Corp., a Delaware corporation (“Parent”), Coastal Merger Sub Corp., a Maryland corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), and Partners Bancorp, a Maryland corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • July 14th, 2016 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware
This VOTING AGREEMENT, dated as of July 12, 2016 (this “Agreement”), is by and between OceanFirst Financial Corp., a Delaware corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of Ocean Shore Holding Co., a New Jersey corporation (the “Company”). Capitalized terms used herein and not defined shall have the meanings specified in the Merger Agreement (as defined below).
OceanFirst Financial Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2016 • Oceanfirst Financial Corp • Savings institution, federally chartered • New York
OCEANFIRST FINANCIAL CORP., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Sandler O’Neill & Partners, L.P. is acting as representative (the “Representative”), $35,000,000 principal amount of its 5.125% Fixed-to-Floating Rate Subordinated Notes (each a “Note” and collectively, the “Notes”). The Notes will be issued pursuant to an Indenture, dated September 21, 2016, and a first supplemental indenture to be dated as of September 21, 2016 (collectively, the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”).
EXECUTIVE EMPLOYMENT AGREEMENT between OCEANFIRST FINANCIAL CORP., and PATRICK BARRETT [HOLDING COMPANY OFFICER FORM]Executive Employment Agreement • March 17th, 2022 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
This executive employment agreement (“Agreement”), effective March 17, 2022 (the “Effective Date”), is between OceanFirst Financial Corp. (“Holding Company”), the holding company of OceanFirst Bank, N.A. (the “Bank,” and together with the Holding Company, the “Company”), and its successors and assigns and Patrick Barrett (“Executive”) (collectively, the “Parties”). In consideration of the foregoing promises and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Holding Company and Executive hereby agree to enter into an employment relationship in accordance with the terms and conditions set forth below. Capitalized terms have the meanings given to them in this Agreement or in the respective document referred to herein. In the event of a conflict between provisions of various documents, the terms of this Agreement control. The Holding Company’s obligations to the Executive will be deemed to be satisfied to the extent the Bank sat
OCEANFIRST BANK EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2015 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
This Employment Agreement (the “Agreement”) is entered into as of August , 2015 (the “Effective Date”), by and among OceanFirst Bank (the “Bank”), a federally chartered savings institution with its principal administrative office at 975 Hooper Avenue, Toms River, New Jersey 08753, OceanFirst Financial Corp., a corporation organized under the laws of the State of Delaware and the holding company for the Bank (the “Holding Company”), and [NAME OF EXECUTIVE] (“Executive”).
EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT FOR JOHN K. KELLYSupplemental Retirement Income Agreement • September 23rd, 2008 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
This Restated Executive Supplemental Retirement Income Agreement (the “Agreement”), which was initially effective as of May 1, 1996, by and between OCEANFIRST BANK (the “Bank”), a federally chartered savings bank, and John K. Kelly, hereinafter referred to as “Executive”, is hereby amended and restated effective as of January 1, 2005, to read as follows:
Exhibit 10.14 COLUMBIA EQUITIES, LTD, A SUBSIDIARY OF OCEANFIRST BANK EMPLOYMENT AGREEMENT This AGREEMENT is made effective as of August 18, 2000, by and among Columbia Equities, Ltd., a subsidiary of OceanFirst Bank (the "Company"), with its...Oceanfirst Financial Corp • March 23rd, 2001 • Savings institution, federally chartered • New York
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 13th, 2019 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of August 9, 2019 (this “Agreement”), is by and between OceanFirst Financial Corp., a Delaware corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of Two River Bancorp, a New Jersey corporation (the “Company”). Capitalized terms used herein and not defined herein shall have the meanings specified in the Merger Agreement (as defined below).
DEPOSIT AGREEMENT among OCEANFIRST FINANCIAL CORP., BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of May 7, 2020Deposit Agreement • May 7th, 2020 • Oceanfirst Financial Corp • Savings institution, federally chartered • New York
DEPOSIT AGREEMENT, dated as of May 7, 2020, among (i) OceanFirst Financial Corp., a Delaware corporation, (ii) Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, and (iii) the Holders from time to time of the Receipts described herein.
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2015 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 25th day of February, 2015 between OceanFirst Bank, a federally-chartered capital stock savings bank (the “Bank”), and Lisa Borghese (the “Executive”).
OCEANFIRST BANK TWO YEAR CHANGE IN CONTROL AGREEMENTTwo Year Change in Control Agreement • March 15th, 2005 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
This AGREEMENT is made effective as of by and between OceanFirst Bank (the “Bank”), a federally chartered savings institution, with its principal administrative office at 975 Hooper Avenue, Toms River, New Jersey 08753, (“Executive”), and OceanFirst Financial Corp. (the “Holding Company”), a corporation organized under the laws of the State of Delaware which is the holding company of the Bank.
ContractAnnounces Agreement • November 8th, 2016 • Oceanfirst Financial Corp • Savings institution, federally chartered
OceanFirst Financial Corp. Forward-Looking Statements This communication contains forward-looking statements. These forward-looking statements may include: management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; the ability to obtain any required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to the transaction and the recently completed acquisition of Cape Bancorp, Inc. by OceanFirst; any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-loo
EXECUTIVE CHANGE IN CONTROL AGREEMENTExecutive Change in Control Agreement • March 17th, 2022 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
OceanFirst Financial Corp. (“Company”), and its successors and assigns, and Patrick Barrett (“Executive”) enter into this agreement (the “CIC Agreement”) to provide certain benefits to Executive in the event that Executive’s employment is terminated as a result of a Change in Control, as defined below. This CIC Agreement is executed in conjunction with an Executive Employment Agreement (“Agreement”) and a Confidentiality and Executive Restriction Agreement (“Confidentiality Agreement”) and provides consideration for the obligations thereunder.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 13th, 2019 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of August 9, 2019 (this “Agreement”), is by and among (i) OceanFirst Financial Corp., a Delaware corporation (“Parent”), (ii) Joseph Murphy, Sr. (“Sr.”), (iii) JoAnn Murphy (“JM”) and (iv) Value Investors, Inc. (“Value” and, together with JM, the “Shareholders” and, each, a “Shareholder”). The Shareholders and Sr. are collectively referred to herein as the “Shareholder Parties” and, each, a “Shareholder Party”. Capitalized terms used herein and not defined herein shall have the meanings specified in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 4th, 2021 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of November 4, 2021 (this “Agreement”), is by and between OceanFirst Financial Corp., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Partners Bancorp, a Maryland corporation (the “Company”). Capitalized terms used herein and not defined herein shall have the meanings specified in the Merger Agreement (as defined below).
OCEANFIRST FINANCIAL CORP. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2014 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of April 23, 2014 (the “Effective Date”), by and between OceanFirst Financial Corp. (the “Holding Company”), a corporation organized under the laws of Delaware, with its principal administrative office at 975 Hooper Avenue, Toms River, New Jersey 08753, and Christopher D. Maher (“Executive”). The term “Bank” refers to OceanFirst Bank, the wholly-owned subsidiary of the Holding Company or any successor thereto.
Via Certified Mail, Return Receipt Requested [Officer’s Name] Toms, River, NJ 08754 Dear Mr. [Officer’s Name],Securities Purchase Agreement • January 20th, 2009 • Oceanfirst Financial Corp • Savings institution, federally chartered
OceanFirst Financial Corp. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.
OCEANFIRST FINANCIAL CORP.Stock Award Agreement • May 26th, 2020 • Oceanfirst Financial Corp • Savings institution, federally chartered
Vesting Schedule: Installments are annual and commence with the first installment on [March 1], 20XX and are earned after each period of continuous employment on each [March 1st thereafter through March 1, 20XX].
OCEAN FINANCIAL CORP. AMENDED AND RESTATED TWO YEAR CHANGE IN CONTROL AGREEMENTTwo Year Change in Control Agreement • March 17th, 2008 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware
This Amended and Restated Two Year Change in Control Agreement (the “Agreement”) is entered into and effective as of , 2008 (the “Effective Date”), by and between OceanFirst Financial Corp. (the “Holding Company”), a corporation organized under the laws of the State of Delaware, with its office at 975 Hooper Avenue, Toms River, New Jersey 08753, and (“Executive”). The term “Bank” refers to OceanFirst Bank, the wholly-owned subsidiary of the Holding Company or any successor thereto.
OCEANFIRST FINANCIAL CORP. STOCK AWARD AGREEMENT (CPP)Stock Award Agreement • July 27th, 2009 • Oceanfirst Financial Corp • Savings institution, federally chartered
The Committee hereby grants to the individual named above (“Recipient”) a Stock Award for the number of Shares listed above, subject to the terms and conditions of the Plan and this Stock Award Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Stock Award Agreement, the terms and conditions of the Plan shall prevail.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • August 3rd, 2012 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
This Separation Agreement and General Release (“Separation Agreement”) is entered into by and between Vito R. Nardelli (“Executive” or “you”) and OceanFirst Financial Corp. (the “Company”) and OceanFirst Bank (the “Bank”), and confirms the agreement that has been reached with you in connection with your termination of employment with the Bank and all of the Bank’s affiliates and direct and indirect subsidiaries.
OCEANFIRST FINANCIAL CORP. FORM OF COVERED OFFICER AWARD AGREEMENTCovered Officer Award Agreement • May 10th, 2011 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
This Covered Officer Award Agreement (the “Award Agreement”) made as of [Date] by and between OceanFirst Financial Corp., a Delaware corporation (the “Corporation”), and [Name] (the “Employee”).
AMENDMENT TO RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENTExecutive Supplemental Retirement Income Agreement • December 22nd, 2010 • Oceanfirst Financial Corp • Savings institution, federally chartered
This amendment (this “Amendment”) is effective this 20th day of December 2010, and is made by and between John R. Garbarino (the “Executive”) and OceanFirst Bank, a federally chartered savings bank (the “Bank”).
VOTING AGREEMENTVoting Agreement • July 29th, 2009 • Oceanfirst Financial Corp • Savings institution, federally chartered
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • December 1st, 2016 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
THIS SEPARATION AND CONSULTING AGREEMENT (this “Agreement”) dated as of November 30, 2016, and effective as of the Termination Date (as defined below), is entered into by and between OceanFirst Financial Corp. (the “Company”), OceanFirst Bank (the “Company Bank”) and Steven E. Brady (“Mr. Brady” and together with the Company and the Company Bank, the “Parties”).
OCEANFIRST FINANCIAL CORP. AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2015 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware
This amendment (this “Amendment”) is entered into on this 5th day of August, 2015, by and between Christopher D. Maher (the “Executive”) and OceanFirst Financial Corp., a Delaware corporation (the “Holding Company”).
OCEANFIRST BANK EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2004 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
This AGREEMENT is made effective as of February 18, 2004 by and among OceanFirst Bank (the “Bank”), a federally chartered savings institution, with its principal administrative office at 975 Hooper Avenue, Toms River, New Jersey 08753, OceanFirst Financial Corp., a corporation organized under the laws of the State of Delaware, the holding company for the Bank (the “Holding Company”), and Robert M. Pardes (“Executive”).
AGREEMENT AND PLAN OF MERGER By and Between OCEANFIRST FINANCIAL CORP., And CENTRAL JERSEY BANCORP Dated as of May 26, 2009Agreement and Plan of Merger • May 28th, 2009 • Oceanfirst Financial Corp • Savings institution, federally chartered • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of the 26th day of May, 2009 (this “Agreement”), by and between OCEANFIRST FINANCIAL CORP, a Delaware corporation (“OceanFirst”), and CENTRAL JERSEY BANCORP, a New Jersey corporation (“Central Jersey”) (collectively, the “Parties”).
OCEANFIRST FINANCIAL CORP.Stock Award Agreement • August 9th, 2006 • Oceanfirst Financial Corp • Savings institution, federally chartered
The Committee hereby grants to the individual named above (“Recipient”) a Stock Award for the number of Shares listed above, subject to the terms and conditions of the Plan and this Stock Award Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Stock Award Agreement, the terms and conditions of the Plan shall prevail.
OCEANFIRST BANK AMENDED AND RESTATED TWO YEAR CHANGE IN CONTROL AGREEMENTTwo Year Change in Control Agreement • March 17th, 2008 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
This Amended and Restated Two Year Change in Control Agreement (the “Agreement”) is entered into and effective as of , 2008 (the “Effective Date”) between and among OceanFirst Bank (the “Bank”), a federally chartered savings institution, with its principal administrative office at 975 Hooper Avenue, Toms River, New Jersey 08753, (“Executive”), and OceanFirst Financial Corp. (the “Holding Company”), a corporation organized under the laws of the State of Delaware which is the holding company of the Bank.
OCEANFIRST BANK NEW DIRECTOR DEFERRED COMPENSATION MASTER AGREEMENTDeferred Compensation Master Agreement • September 23rd, 2008 • Oceanfirst Financial Corp • Savings institution, federally chartered • New Jersey
THIS Agreement is adopted effective as of the 1st day of January, 2005, by OceanFirst Bank, a federally-chartered savings bank, hereinafter referred to as the “Plan Sponsor,” as follows:
ContractOceanfirst Financial Corp • February 26th, 2015 • Savings institution, federally chartered
Transaction Summary 2 • 100% stock deal, valued at $11.3 million • In-market acquisition supports growth objective in towns of Middletown and Shrewsbury, NJ, both demographically attractive • Favorable financial terms (adjusted for DTA realization of $2 million) • Price/Tangible Book Value of 96% • Price/Core Deposit Premium of (0.6%) • Price/2016 Est. EPS w/Cost Savings of 8X • OCFC book value dilution at closing < 1% ($0.01 per share) • Modest execution risk with conservative assumptions • Cost saves of 35%, fully realized in 2016 • Tangible book value earnback less than two years • Strong pro-forma capital position of 9.2% TCE, 9.5% Leverage • Projected closing prior to year-end 2015
ContractOceanfirst Financial Corp • October 25th, 2018 • Savings institution, federally chartered
Exhibit 99.1 . . . OceanFirst Financial Corp. Agreement to Acquire Capital Bank of New Jersey October 25, 2018Exhibit 99.1 . . . OceanFirst Financial Corp. Agreement to Acquire Capital Bank of New Jersey October 25, 2018
