Medford Bancorp Inc Sample Contracts

Medford Bancorp Inc – STOCKHOLDERS AGREEMENT (June 14th, 2002)

EXHIBIT 99.3 STOCKHOLDERS AGREEMENT Agreement dated as of June 13, 2002 (the "Agreement"), by and between Citizens Bank of Massachusetts, a Massachusetts chartered trust company (the "Buyer"), and the undersigned Director and/or Officer of Medford Bancorp, Inc., a Massachusetts corporation (the "Seller"). WHEREAS, the Buyer and the Seller have entered into an Agreement and Plan of Merger, dated of even date herewith, as such agreement may be subsequently amended or modified (the "Agreement and Plan of Merger"), providing for the merger of a subsidiary of the Buyer with and into the Seller (the "Merger"); and WHEREAS, the undersigned (the "Stockholder") beneficially owns and has sole or shared voting power with respect to the number of shares of the common stock, par value $0.50 per share (the "Shares"), of the Seller, and holds stock options or other rights to acquire the number of Shares indicated opposite the Stockholder's name on Sch

Medford Bancorp Inc – SHAREHOLDERS RIGHTS AGREEMENT (June 14th, 2002)

EXHIBIT 99.2 AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT Amendment, dated as of June 13, 2002 (this "Amendment"), to the Amended and Restated Shareholders Rights Agreement, dated as of November 26, 1997 (as amended, the "Rights Agreement"), by and between Medford Bancorp, Inc., a Massachusetts corporation (the "Company"), Medford Savings Bank, a Massachusetts savings bank, and EquiServe Trust Company, N.A., as rights agent (the "Rights Agent"). WHEREAS, in accordance with the terms of the Rights Agreement, the Company deems it desirable to make certain amendments to the Rights Agreement; and WHEREAS, Section 27 of the Rights Agreement provides that prior to the Distribution Date (as defined in the Rights Agreement), the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of certificates repre

Medford Bancorp Inc – AGREEMENT AND PLAN OF MERGER (June 14th, 2002)

EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER By and Among CITIZENS BANK OF MASSACHUSETTS CITIZENS FINANCIAL GROUP, INC. and MEDFORD BANCORP, INC. Dated as of June 13, 2002 TABLE OF CONTENTS ARTICLE I - THE MERGER.......................................................1 1.1 The Merger.......................................................1 1.2 Effective Time...................................................2 1.3 Effects of the Merger............................................2 1.4 Conversion of Seller Common Stock................................2 1.5 Merger Sub Common Stock..........................................3 1.6 Employee Stock Options...........................................3 1.7

Medford Bancorp Inc – SPECIAL TERMINATION AGREEMENT (August 14th, 2001)

EXHIBIT 10.14 MEDFORD BANCORP, INC. SPECIAL TERMINATION AGREEMENT AGREEMENT made as of the 24th day of April, 2001 by and between Medford Savings Bank, (d.b.a. Medford Bank) (the "Bank"), a savings bank with its main office in Medford, Massachusetts, which Bank is a wholly-owned subsidiary of Medford Bancorp, Inc. (the "Company") a Massachusetts corporation, and William L. Marshall of Acton, Massachusetts (the "Executive"). 1. Purpose. In order to allow the Executive to consider the prospect of a Change in Control (as defined in Section 2) in an objective manner and in consideration of the services to be rendered by the Executive to the Bank and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Bank, the Bank is willing to provide, subject to the terms of this Agreement, certain severance benef

Medford Bancorp Inc – EXECUTIVE SUPPLEMENTAL BENEFIT AGREEMENT (March 23rd, 1998)

EXECUTIVE SUPPLEMENTAL BENEFIT AGREEMENT This agreement, made and entered into this 28th day of October 1997 by Medford Savings Bank, a banking corporation organized and existing under the laws of the Commonwealth of Massachusetts hereinafter called the Bank, and Arthur H. Meehan of Dover, Massachusetts hereinafter called the Executive. WHEREAS, the Executive has been and is now serving the Bank as Chairman, President and Chief Executive Officer; and WHEREAS, it is the opinion of the Board of Directors that the Executive's services to the Bank constitute an invaluable contribution to the general welfare of the Bank and in bringing it to its present status of operating efficiency and its high regard in the banking business; and WHEREAS, the experience of the Executive, his knowledge of the affairs of the Bank, his reputation and contacts in the banking industry are so valuable that assurance of his continued services is essential for the

Medford Bancorp Inc – AMENDED AND RESTATED SPECIAL TERMINATION AGREEMENT (March 23rd, 1998)

AMENDED AND RESTATED SPECIAL TERMINATION AGREEMENT AMENDED AND RESTATED AGREEMENT this twenty-sixth day of November, 1997 by and between Medford Savings Bank (the "Bank") a savings bank with its main office in Medford, Massachusetts, which Bank will be a wholly-owned subsidiary of Medford Bancorp, Inc. (the "Company") a Massachusetts corporation, and William F. Rivers of Reading, Massachusetts (the "Executive"). 1. Purpose. In order to allow the Executive to consider the prospect of a Change in Control (as defined in Section 2) in an objective manner and in consideration of the services to be rendered by the Executive to the Bank and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Bank, the Bank is willing to provide, subject to the terms of this Agreement, certain severance benefits to protect the Executive from the consequences of a Terminating Event (as defined in Section 3) occurring subsequent t

Medford Bancorp Inc – AMENDED AND RESTATED SPECIAL TERMINATION AGREEMENT (March 23rd, 1998)

AMENDED AND RESTATED SPECIAL TERMINATION AGREEMENT AMENDED AND RESTATED AGREEMENT made as of the twenty-sixth day of November, 1997 by and among Medford Savings Bank a Massachusetts savings bank with its main office in Medford, Massachusetts (the "Bank"), Medford Bancorp, Inc. a Massachusetts corporation (the "Company") (the Bank and the Company shall be hereinafter collectively referred to as the "Employers"), and Phillip W. Wong of Medway, Massachusetts (the "Executive"). 1. Purpose. In order to allow the Executive to consider the prospect of a Change in Control (as defined in Section 2) in an objective manner and in consideration of the services to be rendered by the Executive to the Employers and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Employers, the Employers are willing to provide, subject to the terms of this Agreement, consequences of a Terminating Event (as defined in Section 3) oc

Medford Bancorp Inc – SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (March 23rd, 1998)

================================================================================ MEDFORD SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ================================================================================ SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN BASIC PLAN DOCUMENT TABLE OF CONTENTS ARTICLE I DEFINITIONS 1.1 Actuarial Equivalent 1 1.2 Average Compensation 1 1.3 Beneficiary 1 1.4 Board 1 1.5 Compensation 1 1.6 Construction of Contract 1 1.7 Disab

Medford Bancorp Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 23rd, 1998)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED AGREEMENT made as of the twenty-sixth day of November, 1997, by and among Medford Savings Bank, a Massachusetts savings bank with its main office in Medford, Massachusetts (the "Bank"), Medford Bancorp, Inc., a Massachusetts corporation (the "Company") and Arthur H. Meehan of Dover, Massachusetts (the "Executive"). WITNESSETH WHEREAS, the parties hereto desire to provide for the Executive's employment by the Bank and the Company; NOW THEREFORE, in consideration of the mutual covenants contained herein, the Bank, the Company and the Executive agree as follows: 1. Employment. The Bank and the Company agree to employ the Executive and the Executive agrees to continue in the employ of the Bank and the Company on the terms and conditions hereinafter set forth. 2. Capacity. The Executive shall serve each of the Bank and the Company as its

Medford Bancorp Inc – AMENDED AND RESTATED SPECIAL TERMINATION AGREEMENT (March 23rd, 1998)

AMENDED AND RESTATED SPECIAL TERMINATION AGREEMENT AMENDED AND RESTATED AGREEMENT this twenty-sixth day of November, 1997 by and between Medford Savings Bank (the "Bank") a savings bank with its main office in Medford, Massachusetts, which Bank will be a wholly-owned subsidiary of Medford Bancorp, Inc. (the "Company") a Massachusetts corporation, and George A. Bargamian of Boston, Massachusetts (the "Executive"). 1. Purpose. In order to allow the Executive to consider the prospect of a Change in Control (as defined in Section 2) in an objective manner and in consideration of the services to be rendered by the Executive to the Bank and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Bank, the Bank is willing to provide, subject to the terms of this Agreement, certain severance benefits to protect the Executive from the consequences of a Terminating Event (as defined in Section 3) occurring subsequent

Medford Bancorp Inc – AMENDED AND RESTATED SPECIAL TERMINATION AGREEMENT (March 23rd, 1998)

AMENDED AND RESTATED SPECIAL TERMINATION AGREEMENT AMENDED AND RESTATED AGREEMENT made as of the twenty-sixth day of November, 1997 by and among Medford Savings Bank a Massachusetts savings bank with its main office in Medford, Massachusetts (the "Bank"), Medford Bancorp, Inc. a Massachusetts corporation (the "Company") (the Bank and the Company shall be hereinafter collectively referred to as the "Employers"), and Arthur H. Meehan of Dover, Massachusetts (the "Executive"). 1. Purpose. In order to allow the Executive to consider the prospect of a Change in Control (as defined in Section 2) in an objective manner and in consideration of the services to be rendered by the Executive to the Employers and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Employers, the Employers are willing to provide, subject to the terms of this Agreement, consequences of a Terminating Event (as defined in Section 3) oc

Medford Bancorp Inc – AMENDED AND RESTATED SPECIAL TERMINATION AGREEMENT (March 23rd, 1998)

AMENDED AND RESTATED SPECIAL TERMINATION AGREEMENT AMENDED AND RESTATED AGREEMENT this twenty-sixth day of November, 1997 by and between Medford Savings Bank (the "Bank") a savings bank with its main office in Medford, Massachusetts, which Bank will be a wholly-owned subsidiary of Medford Bancorp, Inc. (the "Company") a Massachusetts corporation, and Eric B. Loth of North Andover, Massachusetts (the "Executive"). 1. Purpose. In order to allow the Executive to consider the prospect of a Change in Control (as defined in Section 2) in an objective manner and in consideration of the services to be rendered by the Executive to the Bank and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Bank, the Bank is willing to provide, subject to the terms of this Agreement, certain severance benefits to protect the Executive from the consequences of a Terminating Event (as defined in Section 3) occurring subsequent

Medford Bancorp Inc – FIRST AMENDMENT (December 24th, 1997)

1 FIRST AMENDMENT TO DEFERRED INVESTMENT PLAN FOR OUTSIDE DIRECTORS A. The Deferred Investment Plan For Outside Directors, as established on November 28, 1990, as subsequently amended and restated, is hereby amended as follows: 1. Section 1 of the Plan is hereby amended by deleting said section in its entirety and substituting therefor the following: "1. PURPOSE. The purpose of the Plan is to provide Directors of Medford Savings Bank (the 'Bank') and Medford Bancorp, Inc. (the 'Holding Company') with deferred benefits upon retirement and to allow Directors to participate in the growth of the Holding Company and the Bank through the acquisition of a beneficial interest in common stock of the Holding Company, par value $0.50 per share (the 'Common Stock')." 2. The Plan is further amended by deleting all references to

Medford Bancorp Inc – NOTICE (November 26th, 1997)

1 Exhibit 99.8 NOTICE by MEDFORD BANCORP, INC. to the FEDERAL RESERVE BANK OF BOSTON pursuant to SECTION 225.17 OF REGULATION Y (12 C.F.R. Section 225.17) for a ONE-BANK HOLDING COMPANY FORMATION Medford Bancorp, Inc., Medford, Massachusetts, a Massachusetts corporation ("Bancorp"), hereby submits this notice (the "Notice") to the Federal Reserve Bank of Boston ("Reserve Bank") under Section 225.17 of Regulation Y ("Section 225.17") of the proposed acquisition by Bancorp of 100% of the voting shares of Medford Savings Bank, Medford, Massachusetts, a Massachusetts-chartered savings bank ("Medford") (the "Proposed Reorganization").

Medford Bancorp Inc – 1986 Stock Option Plan (November 26th, 1997)

1 EXHIBIT 4.4 MEDFORD SAVINGS BANK 1986 Stock Option Plan ---------------------- Amended effective as of March 19, 1986 1. PURPOSE This Stock Option Plan (the "Plan") is intended as a performance incentive for directors, officers and full-time employees of Medford Savings Bank (the "Bank") or its Subsidiaries (as hereinafter defined) to enable the persons to whom options are granted (the "Optionees") to acquire or increase a proprietary interest in the success of the Bank. The Bank intends that this purpose will be effected by the granting of "incentive stock options" ("Incentive Options") as defined in Section 422A(b) of the Internal Revenue Code of 1954, as amended (the "Code"), nonqualified stock option

Medford Bancorp Inc – STOCK OPTION PLAN (November 26th, 1997)

1 EXHIBIT 4.5 MEDFORD BANCORP, INC. STOCK OPTION PLAN As Amended and Restated as of July 29, 1997 ------------------- 1. PURPOSE This Stock Option Plan (the "Plan") is a continuation of the Medford Savings Bank 1993 Stock Option Plan and is intended as a performance incentive for directors, officers and full-time employees of Medford Bancorp, Inc. (the "Company") or its Subsidiaries (as hereinafter defined) to enable the persons to whom options are granted (the "Optionees") to acquire or increase a proprietary interest in the success of the Company. The Company intends that this purpose will be effected by the granting of "incentive stock options" ("Incentive Options") as defined in Section 422 of the Internal Revenue Code of 1986, as amended from time t