Hopfed Bancorp Inc Sample Contracts

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By:_________________________ By:__________________________ Corporate Secretary President
Hopfed Bancorp Inc • June 27th, 1997

is the owner of _____________ fully paid and nonassessable shares of the common stock of HOPFED BANCORP, INC. (the "Corporation"), a corporation formed under the laws of the State of Delaware.

3,333,334 Shares HopFed Bancorp, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 17th, 2010 • Hopfed Bancorp Inc • Savings institution, federally chartered • Illinois

HopFed Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom Howe Barnes Hoefer & Arnett, Inc. is acting as representative (the “Representative”) an aggregate of 3,333,334 shares (the “Firm Shares”) of the common stock, $0.01 par value per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments, if any, in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 500,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”

EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2018 • Hopfed Bancorp Inc • State commercial banks • Kentucky

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 26th day of June, 2018, by and between Heritage Bank USA, Inc. (the “Bank”) and Bailey K. Knight (the “Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2018 • Hopfed Bancorp Inc • State commercial banks • Kentucky

THIS AGREEMENT (this “Agreement”) is entered into as of the 26th day of June, 2018, by and between HopFed Bancorp, Inc. (the “Company”) and Bailey K. Knight (the “Employee”).

MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT
Mutual Termination of Employment Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana

This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and John E. Peck, the current President and Chief Executive Officer of HopFed and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.

EXHIBIT 99.5 HOPFED BANCORP, INC. 1999 STOCK OPTION PLAN
Hopfed Bancorp Inc • May 27th, 1999 • Savings institution, federally chartered
Form of Underwriting Agreement [ ] Shares HopFed Bancorp, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 25th, 2010 • Hopfed Bancorp Inc • Savings institution, federally chartered • Illinois

HopFed Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom Howe Barnes Hoefer & Arnett, Inc. is acting as representative (the “Representative”) an aggregate of [ ] shares (the “Firm Shares”) of the common stock, $0.01 par value per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments, if any, in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”

NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT
Non-Disclosure and Non-Solicitation Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana

THIS NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT (“Agreement”) is made and entered into, effective as of the date first written below, by and among First Financial Corporation (“First Financial”), First Financial Bank, N.A. (“Bank”), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (“HopFed”), Heritage Bank USA, Inc., (“Heritage”), a wholly-owned subsidiary of HopFed, and Bailey K. Knight (“Employee”). “Banking Organization” shall mean First Financial, the Bank, HopFed, and/or Heritage. “Financial Institution” shall mean the Bank and/or Heritage. First Financial, the Bank, HopFed, Heritage and Employee may be collectively referenced as the “parties” or individually as a “party.”

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 1999 • Hopfed Bancorp Inc • Savings institution, federally chartered

WHEREAS, as of February 6, 1998, HopFed Bancorp, Inc. (the "Company") and Bruce Thomas (the "Employee") entered into an Employment Agreement employing the Employee as President and Chief Executive Officer of the Company (the "Employment Agreement"); and

HOPFED BANCORP, INC. Restricted Share Award Agreement Award No. 2012-6
Restricted Share Award Agreement • June 25th, 2012 • Hopfed Bancorp Inc • Savings institution, federally chartered

You are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Share Award Agreement (“Award”) and in the HopFed Bancorp, Inc. 2004 Long-Term Incentive Plan (“Plan”), which is attached hereto as Exhibit A. All terms in this Award that begin with a capital letter are defined in the Plan or in this Award. A summary of the Plan appears in the Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before making any decisions relating to this award.

RETENTION BONUS AGREEMENT
Retention Bonus Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana

This Retention Bonus Agreement (“Agreement”) is voluntarily entered into by and by and between First Financial Bank, National Association (“Bank”), a subsidiary of First Financial Corporation (“First Financial”), and John E. Peck (“Employee”) (collectively referred to as the “Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 22nd, 2008 • Hopfed Bancorp Inc • Savings institution, federally chartered • Kentucky

THIS AGREEMENT is entered into as of the 17th day of April, 2008, by and between HopFed Bancorp, Inc. (the “Company”) and John E. Peck (the “Employee”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 1999 • Hopfed Bancorp Inc • Savings institution, federally chartered

Employment Agreement Amendments by and between Hopkinsville Federal Savings Bank and Bruce Thomas, Peggy R. Noel and Boyd M. Clark

AGREEMENT AND PLAN OF MERGER by and between First Financial Corporation and HopFed Bancorp, Inc. Dated as of January 7, 2019
Agreement and Plan of Merger • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana

AGREEMENT AND PLAN OF MERGER, dated as of January 7, 2019 (this “Agreement”), by and between HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), and First Financial Corporation, an Indiana corporation (“First Financial”).

MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT
Mutual Termination of Employment Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana

This Mutual Termination of Employment Agreement (“Agreement”) is entered into on this 7th day of January, 2019, but effective as of the Effective Time (as defined below), by and among HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), Heritage Bank USA, Inc. a Kentucky state chartered bank and wholly-owned subsidiary of HopFed (“Heritage Bank”), and Michael L. Woolfolk, the current Executive Vice President and Chief Operations Officer of Heritage Bank and Heritage Bank (the “Executive”) (hereinafter collectively referred to as the “Parties”). First Financial Corporation (“First Financial”), a bank holding company under the Bank Holding Company Act of 1956, as amended, and First Financial Bank, National Association (“First Financial Bank”), a wholly-owned national banking association subsidiary of First Financial, are Parties for the limited purposes described herein.

EMPLOYMENT AGREEMENT
Employment Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 7th day of January, 2019, by and between First Financial Bank, National Association (“Bank”), a subsidiary of First Financial Corporation (“First Financial”), First Financial, and John E. Peck (“Employee”) (collectively referred to as the “Parties”).

STANDSTILL AGREEMENT
Standstill Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana

THIS STANDSTILL AGREEMENT (the “Agreement”), dated this 21st day of December, 2018, is by and among First Financial Corporation (the “Company”), Stilwell Activist Fund, L.P. (“Activist Fund”), Stilwell Activist Investments, L.P. (“Activist Investments”), Stilwell Associates, L.P. (“Stilwell Associates”), Stilwell Value LLC (“Stilwell Value”), and Joseph Stilwell, an individual (collectively, with Activist Fund, Activist Investments, Stilwell Associates, and Stilwell Value, the “Stilwell Group,” and each individually, a “Stilwell Group Member”).

STOCK OPTION AGREEMENT
Stock Option Agreement • March 19th, 2013 • Hopfed Bancorp Inc • Savings institution, federally chartered

THIS STOCK OPTION AGREEMENT (this "Agreement") is made this 18th day of March, 2013, between Stilwell Value LLC ("Stilwell"), having its offices at 111 Broadway, 12th Floor, New York, NY 10006, and Robert Bolton, an individual with offices at 2507 Browncroft Boulevard, # 102, Rochester, NY 14625 (the "Optionee").

STANDSTILL AGREEMENT
Standstill Agreement • February 4th, 2015 • Hopfed Bancorp Inc • State commercial banks • Delaware

THIS AGREEMENT, dated as of the 2nd day of February 2015, by and between HopFed Bancorp, Inc. (the “Company” ), a Delaware corporation that owns all of the stock of Heritage Bank USA, Inc. (the “Bank”), and Maltese Capital Management, an Investment Management Company formerly known as Sandler O’Neill Asset Management, LLC (“Maltese”).

January 2013 Via Hand Delivery [Senior Executive Officer] Dear [Senior Executive Officer], As you are aware, HopFed Bancorp, Inc. (the “Company”) entered into a Securities Purchase Agreement with the United States Department of Treasury (the...
Hopfed Bancorp Inc • January 17th, 2013 • Savings institution, federally chartered

Effective December 19, 2012, the Company repaid the Federal Government the financial assistance it received under the CPP. At such time, the Federal Government only holds a warrant to purchase common stock of the Company. Accordingly, the limitations contained in your Letter Agreement are no longer applicable, and your Letter Agreement is hereby terminated effective as of December 19, 2012. The Company’s Board of Directors appreciates the concessions you have made and looks forward to your continued leadership during these financially turbulent times.

HOPFED BANCORP, INC. Restricted Share Award Agreement Award No.
Restricted Share Award Agreement • July 8th, 2013 • Hopfed Bancorp Inc • Savings institution, federally chartered

You are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Share Award Agreement (“Award”) and in the HopFed Bancorp, Inc. (the “Company”) 2013 Long-Term Incentive Plan (“Plan”), which is attached hereto as Exhibit A. All terms in this Award that begin with a capital letter are defined in the Plan or in this Award. A summary of the Plan appears in the Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before making any decisions relating to this award.

EMPLOYMENT AGREEMENT As Amended and Restated
Employment Agreement • June 26th, 2018 • Hopfed Bancorp Inc • State commercial banks • Kentucky

THIS AGREEMENT is entered into as of the 20th day of June, 2018, by and between Heritage Bank USA, Inc. (the “Bank”) and John E. Peck (the “Employee”).

UNITED STATES DEPARTMENT OF THE TREASURY
Hopfed Bancorp Inc • January 17th, 2013 • Savings institution, federally chartered

Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 14th, 2013 • Hopfed Bancorp Inc • Savings institution, federally chartered • Delaware

Agreement and Plan of Merger (“Agreement”) as of February 11, 2013, by and among Sumner Bank & Trust, a banking corporation organized and existing under the laws of the State of Tennessee (“Sumner”), HopFed Bancorp, Inc., a Delaware corporation (“HFBC”), Heritage Bank, a federal savings bank (“Heritage”), and Heritage Interim Corporation, a wholly-owned Tennessee acquisition subsidiary of Heritage (“Interim”).

FORM OF VOTING AGREEMENT
Voting Agreement • January 9th, 2019 • Hopfed Bancorp Inc • State commercial banks • Indiana

This Voting Agreement (the “Voting Agreement”) is entered into by and among First Financial Corporation, an Indiana corporation (“First Financial”), and each of the undersigned directors of HopFed Bancorp, Inc., a Delaware corporation (“HopFed”). Each of the undersigned, being all of the directors of HopFed, hereby agrees in his or her individual capacity as a shareholder to vote all shares of common stock of HopFed (“HopFed Common Stock”) that are registered in his or her personal name in favor of that certain Agreement and Plan of Merger (“Agreement and Plan of Merger”) dated January 7, 2019 between HopFed and First Financial, and agrees to use his or her reasonable efforts to cause all additional shares of HopFed Common Stock owned (i) jointly by him or her with any other person, or (ii) by his or her spouse and over which he or she has voting influence or control, to be voted in favor of the Agreement and Plan of Merger.

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