Poughkeepsie Financial Corp Sample Contracts

Poughkeepsie Financial Corp – AGREEMENT (March 31st, 1998)

AGREEMENT AGREEMENT, dated this 1st day of April 1997, between Poughkeepsie Savings Bank, F.S.B. (the "Bank"), a federally-chartered savings bank, and Robert J. Hughes (the "Executive"). WITNESSETH WHEREAS, the Executive is presently an officer of the Bank (the "Employer"); and WHEREAS, the Employer desires to be ensured of the Executive's continued active participation in the business of the Employer; and WHEREAS, in order to induce the Executive to remain in the employ of the Employer and in consideration of the Executive's agreeing to remain in the employ of the Employer, the parties desire to specify the severance benefits which shall be due the Executive in the event that his employment with the Employer is terminated under specified circumstances; NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereby agree as follows

Poughkeepsie Financial Corp – AMENDMENT NUMBER 1 TO THE AGREEMENT (March 31st, 1998)

AMENDMENT NUMBER 1 TO THE AGREEMENT BETWEEN POUGHKEEPSIE SAVINGS BANK, FSB AND ROBERT J. HUGHES WHEREAS, Poughkeepsie Savings Bank, FSB, a federally chartered savings bank with its principal office in Poughkeepsie, New York (hereinafter referred to as the "Bank" or the "Employer") and Robert J. Hughes (hereinafter referred to as the "Executive") entered into an Agreement dated April 1, 1997 in connection with his employment with the Bank; WHEREAS, the Bank consummated its reorganization and formation of a thrift holding company on May 30, 1997 whereby the Bank's common stock, par value $.01 per share, is now wholly owned by Poughkeepsie Financial Corp. (the "Company"); WHEREAS, the Bank and the Executive desire to modify the Agreement to allow the Company to become a party to the Agreement and the Company d

Poughkeepsie Financial Corp – DIRECTORS' RETIREMENT PLAN (March 31st, 1998)

AMENDMENT #1 TO POUGHKEEPSIE SAVINGS BANK, FSB (NOW BANK OF THE HUDSON) NON-EMPLOYEE DIRECTORS' RETIREMENT PLAN Pursuant to Section 3.07 of the Poughkeepsie Savings Bank, FSB (now Bank of the Hudson) Non-Employee Directors' Retirement Plan ("Plan"), the Plan is amended as follows, effective December 19, 1997: ARTICLE 3 - Section 3.07 is amended by the addition of the following new paragraph, immediately following the existing paragraph: The Plan is terminated on January 31, 1998. Upon the Plan's termination, an immediate lump sum amount equal to the present value of a participant's benefit under the Plan shall be payable as soon as administratively possible, to each Participant and the surviving spouse of each deceased Participant. The lump sum amount hereunder shall be determined based upon a 7.25% interest rate assumption

Poughkeepsie Financial Corp – INDEMNIFICATION AGREEMENT (March 31st, 1998)

FORM OF AMENDMENT NUMBER 1 TO THE INDEMNIFICATION AGREEMENT BETWEEN POUGHKEEPSIE SAVINGS BANK, FSB AND ITS DIRECTORS, DIRECTOR EMERITUS AND CERTAIN EXECUTIVE OFFICERS WHEREAS, Poughkeepsie Savings Bank, FSB, a federally chartered savings bank with its principal office in Poughkeepsie, New York (hereinafter referred to as the "Bank") and ______________, a director of the Bank (hereinafter referred to as the "Indemnitee") entered into an Indemnification Agreement ("Agreement") dated March 10, 1988; WHEREAS, the Bank consummated its reorganization and formation of a thrift holding company on May 30, 1997 whereby the Bank's common stock, par value $.01 per share, is now wholly owned by Poughkeepsie Financial Corp. (the "Company"); WHEREAS, the Bank and the Indemnite

Poughkeepsie Financial Corp – AMENDMENT NUMBER 1 TO THE AGREEMENT (March 31st, 1998)

AMENDMENT NUMBER 1 TO THE AGREEMENT BETWEEN POUGHKEEPSIE SAVINGS BANK, FSB AND JOSEPH B. TOCKARSHEWSKY WHEREAS, Poughkeepsie Savings Bank, FSB, a federally chartered savings bank with its principal office in Poughkeepsie, New York (hereinafter referred to as the "Bank" or the "Employer") and Joseph B. Tockarshewsky (hereinafter referred to as the "Executive") entered into an Agreement dated February 25, 1997 in connection with his employment with the Bank; WHEREAS, the Bank consummated its reorganization and formation of a thrift holding company on May 30, 1997 whereby the Bank's common stock, par value $.01 per share, is now wholly owned by Poughkeepsie Financial Corp. (the "Company"); WHEREAS, the Bank and the Executive desire to modify the Agreement to allow the Company to become a party to the Agreement

Poughkeepsie Financial Corp – Press Release (January 27th, 1998)

Exhibit 1 Press Release Page 4 of 9 Pages Joseph B. Tockarshewsky Robert J. Hughes Chairman, President & Executive Vice President Chief Executive Officer & Chief Financial Officer (914) 431-6211 (914) 431-6386 Page 1 of 5 Poughkeepsie Financial Corp. Reports Fourth Quarter and Full Year Results and Declares Dividend Poughkeepsie, NY, January 27, 1998. -- Poughkeepsie Financial Corp. (NASDAQ: PKPS) today reported net income for the year 1997 of $2.4 million compared with $1.4 million in 1996. Basic and diluted earnings per share for 1997 were $.19 and $.18, respectively, both compared with $.11

Poughkeepsie Financial Corp – [POUGHKEEPSIE FINANCIAL CORP. NEWS RELEASE LETTERHEAD] (November 12th, 1997)

1 EXHIBIT 20.2 [POUGHKEEPSIE FINANCIAL CORP. NEWS RELEASE LETTERHEAD] Joseph B. Tockarshewsky Robert J. Hughes Chairman, President & Executive Vice President Chief Executive Officer & Chief Financial Officer (914) 431-6211 (914) 431-6386 Page 1 of 5 Poughkeepsie Financial Corp. Reports Third Quarter Results and Declares Dividend Poughkeepsie, NY, October 29, 1997. -- Poughkeepsie Financial Corp. (NASDAQ: PKPS) today reported net income for the quarter ended September 30, 1997 of $1.1 million, or $0.08 per share, compared with a net loss of $588 thousand, or $(0.05) per share, in the third quarter of 1996. F

Poughkeepsie Financial Corp – AGREEMENT AND PLAN OF MERGER (November 12th, 1997)

1 EXHIBIT 2 EXECUTION COPY AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated October 22, 1997 (this "Agreement"), is among HUBCO, Inc. ("HUBCO"), a New Jersey corporation and registered bank holding company, Poughkeepsie Financial Corp. a Delaware corporation and registered savings and loan holding company ("PFC"), and Bank of the Hudson, a Federal savings bank wholly owned by PFC ("BTH"). WHEREAS, the respective Boards of Directors of HUBCO and PFC have each determined that it is in the best interests of HUBCO and PFC and their respective stockholders for HUBCO to acquire PFC by merging PFC with and into HUBCO with HUBCO surviving and PFC shareholders receiving the consideration hereinafter set forth; and WHEREAS, the respective Boards of Di

Poughkeepsie Financial Corp – STOCK OPTION AGREEMENT (November 12th, 1997)

1 EXHIBIT 10 EXECUTION COPY STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Agreement") dated as of October 22, 1997, is by and between HUBCO, Inc., a New Jersey corporation and registered bank holding company ("HUBCO"), and Poughkeepsie Financial Corp., a Delaware corporation and registered savings and loan holding company ("PFC"). BACKGROUND WHEREAS, HUBCO and PFC, as of the date hereof, are prepared to execute a definitive agreement and plan of merger (the "Merger Agreement") pursuant to which PFC will be merged with and into HUBCO (the "Merger"); and WHEREAS, HUBCO has advised PFC that it will not execute the Merger Agreement unless PFC executes this Agreement; and WHEREAS, the Board of Directors of

Poughkeepsie Financial Corp – [POUGHKEEPSIE FINANCIAL CORP. NEWS RELEASE LETTERHEAD] (November 12th, 1997)

1 EXHIBIT 20.1 [POUGHKEEPSIE FINANCIAL CORP. NEWS RELEASE LETTERHEAD] Joseph B. Tockarshewsky Robert J. Hughes Chairman, President & Executive Vice President Chief Executive Officer & Chief Financial Officer (914) 431-6211 (914) 431-6386 Page 1 of 2 Poughkeepsie Financial Corp. and HUBCO, Inc. Sign a Definitive Agreement Poughkeepsie, NY, October 23, 1997. -- Poughkeepsie Financial Corp. (NASDAQ: PKPS) and HUBCO, Inc. (NASDAQ: HUBC) today announced the signing of a definitive merger agreement. Under the terms of the agreement each share of Poughkeepsie Financial Common Stock will be exchanged for .30 shares of HUBCO Common Sto

Poughkeepsie Financial Corp – 1993 STOCK INCENTIVE PLAN (June 10th, 1997)

Exhibit 10.3 Poughkeepsie Savings Bank, FSB 1993 Stock Incentive Plan, as amended POUGHKEEPSIE SAVINGS BANK, F.S.B. 1993 STOCK INCENTIVE PLAN ARTICLE I ESTABLISHMENT OF THE PLAN Poughkeepsie Savings Bank, FSB (the "Savings Bank") hereby establishes this Stock Incentive Plan (the "Plan") upon the terms and conditions hereinafter stated. ARTICLE II PURPOSE OF THE PLAN The purpose of this Plan is to improve the growth and profitability of the Savings Bank and its Subsidiary Companies by attracting and retaining qualified personnel, providing such Employees with a proprietar

Poughkeepsie Financial Corp – 1985 STOCK OPTION PLAN (June 10th, 1997)

Exhibit 10.1 Poughkeepsie Savings Bank, FSB 1985 Stock Option Plan, as amended POUGHKEEPSIE SAVINGS BANK, F.S.B. 1985 STOCK OPTION PLAN Effective October 9, 1985 1. PURPOSE: This Stock Option Plan (the "Plan") is intended as an employment incentive and to encourage capital accumulation and stock ownership by certain key employees and directors of Poughkeepsie Savings Bank, F.S.B. (the "Bank") and of its Subsidiaries (as hereinafter defined) in order to increase their proprietary interest in the Bank's success. 2. ADMINISTRATION: The Plan shall be administered by the Board of Directors (the "Board"). The Board may establish a Stock Option Committee (the "Committee") which may make recommendations and provide such other services to the Board as the Board shall designate, and may, as directed b

Poughkeepsie Financial Corp – RIGHTS AGREEMENT (May 23rd, 1997)

1 EXHIBIT 10 -------------------------------------------------------------------------------- POUGHKEEPSIE SAVINGS BANK, FSB and The Bank of New York, Rights Agent RIGHTS AGREEMENT Dated as of May 1, 1988 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS (This Table of Contents is not a part of the Rights Agreement and is only for convenience of reference) Page ----