UNIVEST FINANCIAL Corp Sample Contracts

UNIVEST FINANCIAL CORPORATION $50,000,000 7.25% Fixed-to-Floating Rate Subordinated Notes due 2032 UNDERWRITING AGREEMENT
Underwriting Agreement • November 8th, 2022 • UNIVEST FINANCIAL Corp • State commercial banks • New York
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BETWEEN
Agreement and Plan of Merger • May 20th, 2003 • Univest Corp of Pennsylvania • State commercial banks • Pennsylvania
INDENTURE BETWEEN UNIVEST CORPORATION OF PENNSYLVANIA AND AS TRUSTEE DATED AS OF , 20___ SUBORDINATED DEBT SECURITIES (Issuable in Series)
Indenture • May 8th, 2009 • Univest Corp of Pennsylvania • State commercial banks • New York

INDENTURE, dated as of , 20___between UNIVEST CORPORATION OF PENNSYLVANIA, a Pennsylvania corporation (the “ Company”), having its principal office at , and , as trustee, (the “ Trustee “), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being .

Contract
Change in Control Agreement • February 24th, 2023 • UNIVEST FINANCIAL Corp • State commercial banks • Pennsylvania
ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement • July 1st, 2016 • Univest Corp of Pennsylvania • State commercial banks • New York

ISSUING AND PAYING AGENCY AGREEMENT, dated as of July 1, 2016 (the “Agreement”), between Univest Corporation of Pennsylvania, a corporation organized under the laws of the Commonwealth of Pennsylvania, as issuer (the “Issuer”), and U.S. Bank National Association, a national banking association, as issuing and paying agent (the “Issuing and Paying Agent”).

UNIVEST CORPORATION OF PENNSYLVANIA (a Pennsylvania corporation) 2,950,000 Shares of Common Stock (Par Value $5.00 Per Share) UNDERWRITING AGREEMENT August 6, 2009
Underwriting Agreement • August 7th, 2009 • Univest Corp of Pennsylvania • State commercial banks • New York

Univest Corporation of Pennsylvania, a Pennsylvania corporation (the “Company”), confirms its agreements with Keefe, Bruyette & Woods, Inc. (“Keefe Bruyette”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Keefe Bruyette is acting as representative (in such capacity, the “Representative”) with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $5.00 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 442,500 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 2,950,000 shares of Common Sto

2,300,000 Shares Univest Corporation of Pennsylvania Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 30th, 2017 • Univest Corp of Pennsylvania • State commercial banks • New York

Univest Corporation of Pennsylvania, a Pennsylvania corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) an aggregate of 2,300,000 shares (the “Firm Shares”) of the Company’s common stock, par value $5.00 per share (the “Common Stock”). The Company also granted to the Underwriters an option to purchase up to an additional 345,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.” Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean eithe

INCENTIVE STOCK OPTION AWARD AGREEMENT
Incentive Stock Option Award Agreement • August 1st, 2023 • UNIVEST FINANCIAL Corp • State commercial banks

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the Univest Financial Corporation 2023 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option under the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Board of Directors of Univest Financial Corporation (the “Company”) or the Compensation Committee of the Board of Directors of the Company (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requir

EMPLOYMENT AGREEMENT
Employment Agreement • August 21st, 2014 • Univest Corp of Pennsylvania • State commercial banks • Pennsylvania

THIS AGREEMENT (“Agreement”) is made as of this th day of , 2015 (the “Effective Date”), between UNIVEST BANK AND TRUST CO., a Pennsylvania bank and trust company (the “Bank”), and JAY R. GOLDSTEIN, an adult individual (“Executive”).

UNIVEST CORPORATION OF PENNSYLVANIA SHAREHOLDER RIGHTS PLAN SHAREHOLDER RIGHTS AGREEMENT, by and between Univest Corporation of Pennsylvania and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent September 30, 2011
Shareholder Rights Agreement • October 6th, 2011 • Univest Corp of Pennsylvania • State commercial banks • Pennsylvania

This SHAREHOLDER RIGHTS AGREEMENT, made and entered into as of September 30, 2011 (as amended, restated or otherwise modified from time to time in accordance herewith, this “Agreement”), by and between Univest Corporation of Pennsylvania, a Pennsylvania corporation (together with its successors, the “Corporation”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as Rights Agent (together with its permitted successors in such capacity, the “Rights Agent”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN UNIVEST CORPORATION OF PENNSYLVANIA AND FOX CHASE BANCORP, INC. dated as of DECEMBER 8, 2015
Agreement and Plan of Merger • December 11th, 2015 • Univest Corp of Pennsylvania • State commercial banks • Pennsylvania

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 8, 2015, is made between Univest Corporation of Pennsylvania, a Pennsylvania corporation (“Univest”), and Fox Chase Bancorp, Inc., a Maryland corporation (“Fox Chase”). Certain capitalized terms have the meanings given to them in Article I.

UNIVEST FINANCIAL CORPORATION FORM OF RESTRICTED STOCK UNIT AGREEMENT [Date]
Restricted Stock Unit Agreement • May 3rd, 2019 • UNIVEST FINANCIAL Corp • State commercial banks • Pennsylvania

This RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is entered into and becomes effective as of the [Date], by and between UNIVEST FINANCIAL CORPORATION (the "Corporation") and [Name] (the "Grantee").

EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 22nd, 2003 • Univest Corp of Pennsylvania • State commercial banks • Pennsylvania
RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 1st, 2023 • UNIVEST FINANCIAL Corp • State commercial banks

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the Univest Financial Corporation 2023 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Award under the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Board of Directors of Univest Financial Corporation (the “Company”) or the Compensation Committee of the Board of Directors of the Company (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representati

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN UNIVEST CORPORATION OF PENNSYLVANIA AND UNIVEST BANK AND TRUST CO. AND VALLEY GREEN BANK dated as of June 17, 2014
Agreement and Plan of Merger • June 19th, 2014 • Univest Corp of Pennsylvania • State commercial banks • Pennsylvania

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 17, 2014, is made by Univest Corporation of Pennsylvania, a Pennsylvania corporation (“Univest”), Univest Bank and Trust Co., a Pennsylvania bank and trust company (“Univest Bank”) and Valley Green Bank, a Pennsylvania banking institution (“Valley Green”). Certain capitalized terms have the meanings given to them in Article I.

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • April 18th, 2016 • Univest Corp of Pennsylvania • State commercial banks • Pennsylvania

CONSULTING SERVICES AGREEMENT (this “Agreement”) dated as of December 8, 2015 (the “Effective Date”), by and between UNIVEST BANK AND TRUST CO., a Pennsylvania bank and trust company (“Bank”), and Jerry D. Holbrook, an adult individual (“Consultant”).

RETENTION BONUS AGREEMENT
Retention Bonus Agreement • April 18th, 2016 • Univest Corp of Pennsylvania • State commercial banks • Pennsylvania

RETENTION BONUS AGREEMENT (this “Agreement”) dated as of December 8, 2015 (the “Effective Date”), by and between UNIVEST CORPORATION OF PENNSYLVANIA, a Pennsylvania corporation (“Univest”), and Roger S. Deacon, an adult individual (“Employee”).

RESTRICTED STOCK UNIT AWARD AGREEMENT
Equity Incentive Plan • August 1st, 2023 • UNIVEST FINANCIAL Corp • State commercial banks

This restricted stock unit agreement (“Restricted Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the Univest Financial Corporation 2023 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Unit Award under the Plan. The holder of this Restricted Stock Unit Award (the “Participant”) hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement and agrees that all decisions under and interpretations of the Plan and this Agreement by the Board of Directors of Univest Financial Corporation (the “Company”) or the Compensation Committee of the Board of Directors of the Company (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s h

UNIVEST FINANCIAL CORPORATION FORM OF PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT [Date]
Restricted Stock Unit Agreement • May 3rd, 2019 • UNIVEST FINANCIAL Corp • State commercial banks • Pennsylvania

This RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is entered into and becomes effective as of the [Date], by and between UNIVEST FINANCIAL CORPORATION (the "Corporation") and [Name] (the "Grantee").

AMENDMENTS TO RIGHTS AGREEMENT
Amendments to Rights Agreement • January 26th, 2017 • Univest Corp of Pennsylvania • State commercial banks • Pennsylvania

Amendment, dated as of January 25, 2017 (this “Amendment”), by and between Univest Corporation of Pennsylvania (the “Corporation”) and Broadridge Corporate Issuer Solutions, Inc., as duly appointed rights agent (the “Rights Agent”) to the Rights Agreement, dated as of September 30, 2011 (the “Rights Agreement”), by and between the Corporation and the Rights Agent.

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PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
UNIVEST FINANCIAL Corp • August 1st, 2023 • State commercial banks

This performance-based restricted stock unit agreement (“Restricted Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the Univest Financial Corporation 2023 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Unit Award under the Plan. The holder of this Restricted Stock Unit Award (the “Participant”) hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement and agrees that all decisions under and interpretations of the Plan and this Agreement by the Board of Directors of Univest Financial Corporation (the “Company”) or the Compensation Committee of the Board of Directors of the Company (the “Committee”) will be final, binding and conclusive upon the Participant and t

EXHIBIT 10.2
Non-Qualified • March 7th, 2005 • Univest Corp of Pennsylvania • State commercial banks • Pennsylvania
Contract
Control Agreement • October 27th, 2022 • UNIVEST FINANCIAL Corp • State commercial banks • Pennsylvania
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