Main Street Bancorp Inc Sample Contracts

Main Street Bancorp Inc – Re: Main Street Dividend Reinvestment and Stock Purchase Plan (January 15th, 2002)

EXHIBIT 99 [Main Street Logo] January 11, 2002 Re: Main Street Dividend Reinvestment and Stock Purchase Plan Dear Shareholder: The shareholders of Main Street Bancorp, Inc. approved the merger between Main Street Bancorp, Inc. and Sovereign Bancorp, Inc. last December. We anticipate receiving the required regulatory approvals in the near future. We currently expect that the merger will become effective on March 8, 2002. Given the impending closing of the merger, we are suspending the Main Street Bancorp Dividend Reinvestment and Stock Purchase (DRIP) beginning Wednesday, January 9, 2002. What this means to you as a DRIP participant: . Any dividend payable between now and the closing of the merger will be paid in cash and not reinvested. . Optional cash payments will not be accepted by Mellon Investor Services (the Administrator) after January 9, 20

Main Street Bancorp Inc – AGREEMENT AND PLAN OF MERGER (July 20th, 2001)

Exhibit 2 AGREEMENT AND PLAN OF MERGER between SOVEREIGN BANCORP, INC. and MAIN STREET BANCORP, INC. July 16, 2001 ARTICLE I THE MERGERS....................................................... 2 Section 1.01 Definitions................................................... 2 Section 1.02 The Merger.................................................... 10 Section 1.03 The Bank Merger............................................... 22 ARTICLE II REPRESENTATIONS AND WARRANTIES OF MAIN STREET.................... 22 Section 2.01 Organization.................................................. 22 Section 2.02 Capitalization..........

Main Street Bancorp Inc – News Release (July 20th, 2001)

Exhibit 99.2 News Release For immediate release Contacts: James D. Hogan Sovereign Bancorp (610)-320-8496 Mark R. McCollom Sovereign Bancorp (610) 208-6426 Brian M. Hartline President & CEO Main Street Bancorp (610) 685-1414 Main Street Bancorp, Inc. joins Sovereign Bank

Main Street Bancorp Inc – EMPLOYMENT AGREEMENT (March 29th, 2001)

1 Exhibit 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the 1st day of November, 2000, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), MAIN STREET BANK, a Pennsylvania banking corporation (the "Bank"), and ANDREW J. ROTHERMEL, an individual (the "Executive"). WITNESSETH: WHEREAS, Main, the Bank and the Executive desire to enter into an Agreement regarding, among other things, the employment of the Executive by Main and the Bank, all as hereinafter set forth. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Employment. Main and the Bank each hereby employ the Executive, and the Executive hereby accepts employment with Main and the Bank, on the terms and conditions set forth in this Agreement. 2. Duties

Main Street Bancorp Inc – EMPLOYMENT AGREEMENT (March 29th, 2001)

1 Exhibit 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the 1st day of November, 2000, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), MAIN STREET BANK, a Pennsylvania banking corporation (the "Bank"), and ROBERT J. SMIK, an individual (the "Executive"). WITNESSETH: WHEREAS, Main, the Bank and the Executive desire to enter into an Agreement regarding, among other things, the employment of the Executive by Main and the Bank, all as hereinafter set forth. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Employment. Main and the Bank each hereby employ the Executive, and the Executive hereby accepts employment with Main and the Bank, on the terms and conditions set forth in this Agreement. 2. Duties of Em

Main Street Bancorp Inc – EMPLOYMENT AGREEMENT (March 29th, 2001)

1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the 1st day of November, 2000, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), MAIN STREET BANK, a Pennsylvania banking corporation (the "Bank"), and ROBERT A. KUEHL, an individual (the "Executive"). WITNESSETH: WHEREAS, Main, the Bank and the Executive desire to enter into an Agreement regarding, among other things, the employment of the Executive by Main and the Bank, all as hereinafter set forth. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Employment. Main and the Bank each hereby employ the Executive, and the Executive hereby accepts employment with Main and the Bank, on the terms and conditions set forth in this Agreement. 2. Duties of Employee. The Executive w

Main Street Bancorp Inc – PRESS RELEASE (March 1st, 2001)

Exhibit 99 ---------- PRESS RELEASE MAIN STREET BANCORP, INC. 601 Penn Street Reading, PA 19601 FOR IMMEDIATE RELEASE CONTACT: February 27, 2001 Brian M. Hartline President and Chief Executive Officer 610-685-1400 Andrew J. Rothermel Executive Vice President and General Counsel 610-685-1400 Main Street Bancorp, Inc. Announces the Appointment of Ezekiel S. Ketchum as a Director and Chairman

Main Street Bancorp Inc – PRESS RELEASE (November 17th, 2000)

Exhibit 99 PRESS RELEASE ------------- November 14, 2000 For more information, contact: Immediate release Brian Hartline, President and CEO or Robert Kuehl, CFO (610) 685-1400 MAIN STREET BANCORP, INC., ANNOUNCES 18.9% INCREASE IN THIRD QUARTER CORE EARNINGS AND CHANGE IN DIVIDEND POLICY Main Street Bancorp, Inc., (NASDAQ: MBNK) announced net income, on an operating basis, of $2.3 million for the third quarter ended September 30, 2000, compared to $2.0 million for the third quarter ending September 30, 1999, an increase of 18.9%. On a per share basis, operating net income for the third quarter of 2000 was $0.22 per share compared to $0.19 per share for the third quarter of 1999. Net income on an operati

Main Street Bancorp Inc – EMPLOYMENT AGREEMENT (November 14th, 2000)

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the 1/st/ day of November, 2000, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), MAIN STREET BANK, a Pennsylvania banking corporation (the "Bank"), and BRIAN M. HARTLINE, an individual (the "Executive"). WITNESSETH: WHEREAS, Main, the Bank and the Executive desire to enter into an Agreement regarding, among other things, the employment of the Executive by Main and the Bank, all as hereinafter set forth. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Employment. Main and the Bank each hereby employ the Executive, and the ---------- Executive hereby accepts employment with Main and the Bank, on the terms and conditions set forth in this Agreement. 2. Duties of Empl

Main Street Bancorp Inc – PRESS RELEASE (January 25th, 2000)

Exhibit 99.1 PRESS RELEASE January 18, 2000 For more information, contact: Immediate release Nelson R. Oswald, Chairman or Robert D. McHugh, Jr., CFO or Donna L. Rickert, Controller (610) 685-1400 MAIN STREET BANCORP, INC., ANNOUNCES FOURTH QUARTER EARNINGS Main Street Bancorp, Inc., (NASDAQ: MBNK) announced net income of $2.8 million for the fourth quarter ended December 31, 1999, compared to $3.5 million for the fourth quarter ended December 31, 1998. On a per share basis, net income for the fourth quarter of 1999 was 27 cents compared to 34 cents for the fourth quarter of 1998. Compared to the third quarter of 1999, earnings on a operating basis increased 42.9% and earnings per share, on an operating basis, increased 42.1%. For the year ended December 31, 1999

Main Street Bancorp Inc – EMPLOYMENT AGREEMENT (November 10th, 1999)

EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the _____ day of August 1999, effective as of January 1, 1999, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), MAIN STREET BANK, a Pennsylvania banking corporation (the "Bank"), and RICHARD A. KETNER, an individual (the "Executive"). WITNESSETH: WHEREAS, Main, Heritage National Bank ("HNB") and the Executive entered into an agreement dated as of May 1, 1998 (the "1998 Agreement"), regarding, among other things, the Employment of the Executive by Main and HNB which in part superseded a prior Change in Control dated as of September 15, 1997, by and among Executive, HNB, and Heritage National Bancorp, Inc. ("Change in Control Agreement"); WHEREAS, HNB has, effective January 1, 1999, consolidated with Berks County Bank to form the Bank; WHEREAS, Main has granted to Executive 25,000 stock options pursuant

Main Street Bancorp Inc – DEFERRED COMPENSATION PLAN (November 10th, 1999)

MAIN STREET BANCORP, INC. DEFERRED COMPENSATION PLAN AGREEMENT WITH ROBERT D. MCHUGH, JR. This Agreement, executed this 14th day of October, 1999, by and between MAIN STREET BANCORP, INC., a Pennsylvania bank holding company of, 601 Penn Street, Reading, Pennsylvania 19601 (hereinafter referred to as the "Company") and ROBERT D. MCHUGH, JR. (hereinafter referred to as the "Participant"), an employee of the Company. BACKGROUND A. The Company established the Main Street Bancorp, Inc. Deferred Compensation Plan (the "Plan") to offer deferred compensation in addition to current compensation to those officers and key employees of the Company. A copy of the Plan is attached hereto as Exhibit "A." B. The Board of Directors of the Company has elected to include Participant in the Plan. C. Participant's participation in the Plan shall

Main Street Bancorp Inc – EMPLOYMENT AGREEMENT (November 10th, 1999)

EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the _____ day of September 1999, effective July 30, 1999, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), MAIN STREET BANK, a Pennsylvania banking corporation (the "Bank"), and STEVEN A. EHRLICH an individual (the "Executive"). WITNESSETH: WHEREAS, Main, Berks County Bank ("BCB") and the Executive entered into a Change in Control dated as of May 1, 1998 (the "1998 Agreement"); WHEREAS, BCB, effective January 1, 1999, consolidated with Heritage National Bank to form the Bank; WHEREAS, Main, the Bank and the Executive desire to enter into a new Agreement regarding, among other things, the employment of the Executive by Main and the Bank and, concurrently therewith, to terminate the 1998 Agreement, all as hereinafter set forth; WHEREAS, in consideration for Executive's execution of this Agreement, and the termination of certain rights under the

Main Street Bancorp Inc – DEFERRED COMPENSATION PLAN (November 10th, 1999)

MAIN STREET BANCORP, INC. DEFERRED COMPENSATION PLAN The Main Street Bancorp, Inc. Deferred Compensation Plan has been established as a non qualified arrangement for the benefit of certain selected key employees of Main Street Bancorp, Inc. and its affiliated companies. 1. Definitions. The following terms, wherever used herein, shall have the meanings ascribed to them, unless the context in which such terms are used otherwise clearly requires. "Account Balance" means the balance at any relevant time of the contribution(s) set aside on behalf of a Participant and the accumulated earnings or loss thereon, less distributions. Such amount shall be reflected in book entry reserves maintained by the Company. "Annual Installment Amount" means the amount determined pursuant to Paragraph 4(h). "Board of Directors" means the board of directors of the relevant Company. "Change in Control" m

Main Street Bancorp Inc – EMPLOYMENT AGREEMENT (November 10th, 1999)

EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the _____ day of August 1999, effective as of January 1, 1999, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), MAIN STREET BANK, a Pennsylvania banking corporation (the "Bank"), and ROBERT D. MCHUGH, JR., an individual (the "Executive"). WITNESSETH: WHEREAS, BCB Financial Services Corporation ("BCBFS"), Berks County Bank ("BCB") and the Executive entered into an agreement dated as of January 1, 1989 as amended as of April 24, 1990 and November 26, 1991, and as amended and restated by agreement dated as of December 31, 1991 (the "1991 Agreement"), regarding, among other things, the Employment of the Executive by BCBFS and BCB; WHEREAS, BCBFS has effective May 1, 1998, consolidated with Heritage National Bancorp, Inc. to form Main; WHEREAS, BCB has, effective January 1, 1999, consolidated with Heritage

Main Street Bancorp Inc – DEFERRED COMPENSATION PLAN (November 10th, 1999)

MAIN STREET BANCORP, INC. DEFERRED COMPENSATION PLAN AGREEMENT WITH RICHARD A. KETNER This Agreement, executed this 14th day of October, 1999, by and between MAIN STREET BANCORP, INC., a Pennsylvania bank holding company of, 601 Penn Street, Reading, Pennsylvania 19601 (hereinafter referred to as the "Company") and RICHARD A. KETNER (hereinafter referred to as the "Participant"), an employee of the Company. BACKGROUND A. The Company established the Main Street Bancorp, Inc. Deferred Compensation Plan (the "Plan") to offer deferred compensation in addition to current compensation to those officers and key employees of the Company. A copy of the Plan is attached hereto as Exhibit "A". B. The Board of Directors of the Company has elected to include Participant in the Plan. C. Participant's participation in the Plan shall be governed by the terms of the Plan except as

Main Street Bancorp Inc – EMPLOYMENT AGREEMENT (November 10th, 1999)

EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the _____ day of August 1999, effective as of January 1, 1999, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), MAIN STREET BANK, a Pennsylvania banking corporation (the "Bank"), and NELSON R. OSWALD, an individual (the "Executive"). WITNESSETH: WHEREAS, Main, Berks County Bank ("BCB") and the Executive entered into an agreement dated as of May 1, 1998 (the "1998 Agreement"), regarding, among other things, the Employment of the Executive by Main and BCB; WHEREAS, BCB has, effective January 1, 1999, consolidated with Heritage National Bank to form the Bank; and WHEREAS, Main, the Bank and the Executive desire to enter into a new Agreement regarding, among other things, the employment of the Executive by Main and the Bank and, concurrently therewith, to terminate the 1998 Agreement, all as hereinafter set

Main Street Bancorp Inc – EMPLOYMENT AGREEMENT (November 10th, 1999)

EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the _____ day of September 1999, effective July 30, 1999, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), MAIN STREET BANK, a Pennsylvania banking corporation (the "Bank"), and NORMAN E. HEILENMAN, an individual (the "Executive"). WITNESSETH: WHEREAS, Main, Berks County Bank ("BCB") and the Executive entered into a Change in Control dated as of May 1, 1998 (the "1998 Agreement"); WHEREAS, BCB, effective January 1, 1999, consolidated with Heritage National Bank to form the Bank; WHEREAS, Main, the Bank and the Executive desire to enter into a new Agreement regarding, among other things, the employment of the Executive by Main and the Bank and, concurrently therewith, to terminate the 1998 Agreement, all as hereinafter set forth; WHEREAS, in consideration for Executive's execution of this Ag

Main Street Bancorp Inc – EMPLOYMENT AGREEMENT (August 14th, 1998)

EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the 1st day of May, 1998, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), BERKS COUNTY BANK, a Pennsylvania banking corporation (the "Bank"), and NELSON R. OSWALD, an individual (the "Executive"). W I T N E S S E T H: WHEREAS, BCB Financial Services Corporation ("BCB"), the Bank and the Executive entered into an agreement dated as of January 1, 1995 (the "1995 Agreement"), regarding, among other things, the employment of the Executive by BCB and the Bank; and WHEREAS, BCB has, as of the date hereof, consolidated with Heritage Bancorp, Inc. to form Main; and WHEREAS, Main, the Bank and the Executive desire to enter into a new Agreement regarding, among other things, the employment of the Executive by Main and the Bank and, concurrently therewith, to terminate the 1995 Agreement, all as hereinafter set forth. NOW, THEREF

Main Street Bancorp Inc – CHANGE IN CONTROL AGREEMENT (August 14th, 1998)

CHANGE IN CONTROL AGREEMENT THIS AGREEMENT ("Agreement") made as of the 1st day of May, 1998, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), BERKS COUNTY BANK, a Pennsylvania banking corporation (the "Bank"), and NORMAN E. HEILENMAN, an individual (the "Executive"). W I T N E S S E T H: WHEREAS, the Executive will initially be serving as a Senior Vice President of Main and the Bank following the consolidation of BCB Financial Services Corporation and Heritage Bancorp, Inc. to form Main; and WHEREAS, Main and the Bank consider the continued services of the Executive to be in the best interest of Main, the Bank and the shareholders of Main; and WHEREAS, Main and the Bank desire to induce the Executive to remain in the employ of his then employer (whether it be Main or any other company affiliated with Main (the "Employer")) on an impartial and objective basis in the event of a transaction

Main Street Bancorp Inc – CHANGE IN CONTROL AGREEMENT (August 14th, 1998)

CHANGE IN CONTROL AGREEMENT THIS AGREEMENT ("Agreement") made as of the 1st day of May, 1998, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), BERKS COUNTY BANK, a Pennsylvania banking corporation (the "Bank"), and STEVEN A. EHRLICH, an individual (the "Executive"). W I T N E S S E T H: WHEREAS, the Executive will initially be serving as a Senior Vice President of Main and the Bank following the consolidation of BCB Financial Services Corporation and Heritage Bancorp, Inc. to form Main; and WHEREAS, Main and the Bank consider the continued services of the Executive to be in the best interest of Main, the Bank and the shareholders of Main; and WHEREAS, Main and the Bank desire to induce the Executive to remain in the employ of his then employer (whether it be Main or any other company affiliated with Main (the "Employer")) on an impartial and objective basis in the event of a transaction p

Main Street Bancorp Inc – EMPLOYMENT AGREEMENT (August 14th, 1998)

EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the 1st day of May, 1998, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), HERITAGE NATIONAL BANK, a national banking corporation (the "Bank"), and ALLEN E. KIEFER, an individual (the "Executive"). W I T N E S S E T H: WHEREAS, Heritage Bancorp, Inc. ("Heritage") and the Executive are parties to (i) an employment agreement dated as of September 13, 1994 (between the Executive and Miners National Bancorp, Inc.), as amended as of September 15, 1997 (the "1994 Agreement"), and (ii) a change in control agreement dated as of September 15, 1997, which agreement superseded a prior agreement executed as of September 13, 1994 (the "Change in Control Agreement"); and WHEREAS, Heritage has, as of the date hereof, consolidated with BCB Financial Services Corporation to form Main; and WHEREAS, Main, the Bank and the Executive desire to en

Main Street Bancorp Inc – EMPLOYMENT AGREEMENT (August 14th, 1998)

EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") made as of the 1st day of May, 1998, between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"), HERITAGE NATIONAL BANK, a national banking corporation (the "Bank"), and RICHARD A. KETNER, an individual (the "Executive"). W I T N E S S E T H: WHEREAS, Heritage Bancorp, Inc. ("Heritage") and the Executive are parties to (i) an employment agreement dated as of September 13, 1994 (between the Executive and Miners National Bancorp, Inc.), as amended as of September 15, 1997 (the "1994 Agreement"), and (ii) a change in control agreement dated as of September 15, 1997, which agreement superseded a prior agreement executed as of September 13, 1994 (the "Change in Control Agreement"); and WHEREAS, Heritage has, as of the date hereof, consolidated with BCB Financial Services Corporation to form Main; and WHEREAS, Main, the Bank and the Executive desire to