EXHIBIT 1.1 [TRIDENT SECURITIES LETTERHEAD] April 23, 1998 Board of Directors Summit Bank 81 Main Street Medway, Massachusetts 02053-1867 RE: Mutual Holding Company Marketing Services ----------------------------------------- Gentlemen: This letter...Summit Bancorp Inc /Ma/ • June 15th, 1998
EXHIBIT 10.1 SUMMIT BANK EMPLOYMENT AGREEMENT This Agreement is made effective as of the ____ day of _____________, 1998 by and between Summit Bank (the "Bank"), a Massachusetts-chartered stock savings bank, with its principal administrative office at...Employment Agreement • June 15th, 1998 • Summit Bancorp Inc /Ma/ • Massachusetts
Exhibit 1.2 SERVICE BANCORP, INC. SUMMIT BANK 765,000 to 1,190,250 Shares Common Stock (Par Value $.01 Per Share) $10.00 Per Share SALES AGENCY AGREEMENT July [ ], 1998 Trident Securities, Inc. 4601 Six Forks Road, Suite 400 Raleigh, North Carolina...Sales Agency Agreement • July 28th, 1998 • Service Bancorp Inc • State commercial banks • North Carolina
FORM OF SUMMIT BANK SEVERANCE AGREEMENTSeverance Agreement • June 15th, 1998 • Summit Bancorp Inc /Ma/ • Massachusetts
WITNESSETHEmployment Agreement • November 14th, 2001 • Service Bancorp Inc • State commercial banks • Massachusetts
April 2, 1998Summit Bancorp Inc /Ma/ • June 15th, 1998
EXHIBIT 99.2Summit Bancorp Inc /Ma/ • June 15th, 1998
This letter sets forth the agreement between Summit Bank, Medway, Massachusetts ("Summit" or the "Bank"), and RP Financial, LC. ("RP Financial"), whereby the Bank has engaged RP Financial to prepare the regulatory business plan and financial projections to be adopted by the Bank's Board of Trustees in conjunction with the concurrent mutual holding company reorganization and minority stock offering. These services are described in greater detail below.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 13th, 2009 • Service Bancorp Inc • State commercial banks • Massachusetts
This CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made as of October 28, 2008 (the “Effective Date”), by and between Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (the “Employer”), Service Bancorp, MHC, a mutual holding company chartered under the laws of Massachusetts (the “MHC”), Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (the “Company” and together with the MHC, the “Holding Companies”) and Randal D. Webber (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Employer, the Holding Companies and the Executive agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts
This AMENDED AND RESTATED AGREEMENT is made and entered into as of the 23rd day of October, 2007 (the “Effective Date”), by and between Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (the “Employer”), Service Bancorp, MHC, a corporation chartered under the laws of Massachusetts, and Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (the “Holding Companies”) and Pamela J. Montpelier (the “Executive”).
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 8, 2008 AMONG MIDDLESEX SAVINGS BANK AND SERVICE BANCORP, M.H.C., SERVICE BANCORP, INC., AND STRATA BANKAgreement and Plan of Merger • December 8th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 8, 2008, is by and among (i) Middlesex Savings Bank, a Massachusetts-chartered savings bank (“MSB”), and (ii) Strata Bank, a Massachusetts-chartered savings bank (“Strata Bank”), Service Bancorp, Inc., a Massachusetts corporation and the parent company of Strata Bank (“Service”), and Service Bancorp, M.H.C., a Massachusetts-chartered mutual holding company and the majority shareholder of Service (“Service MHC”). Each of MSB, Strata Bank, Service and Service MHC is sometimes individually referred to in this Agreement as a “party” and collectively as the “parties.”
FORM OF DIRECTOR SUPPLEMENTAL RETIREMENT PLAN DIRECTOR AGREEMENTDirector Supplemental Retirement Plan • September 22nd, 2003 • Service Bancorp Inc • State commercial banks • Massachusetts
THIS AGREEMENT is made and entered into this 29th day of March, 2000, by and between Summit Bank, a Bank organized and existing under the laws of the Commonwealth of Massachusetts, (hereinafter referred to as the, “Bank”, and , a member of the Board of Directors of the Bank, Service Bancorp, Inc. (hereinafter referred to as the, “Company”), or Service Bancorp, MHC (hereinafter referred to as the, “Mutual Holding Company”), or any affiliates or subsidiaries (hereinafter referred to as the, “Director”).
AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENTSupplemental Retirement Agreement • February 14th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts
THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of the 23rd day of October, 2007, by and between Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (the “Bank”), Service Bancorp, MHC, a corporation chartered under the laws of Massachusetts (“Service Bancorp, MHC” or “MHC”), Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (the “Company”) and Pamela J. Montpelier (the “Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2006 • Service Bancorp Inc • State commercial banks
Reference is made to the Employment Agreement (the “Agreement”) dated as of September 19, 2001 by and between Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (therein and hereinafter referred to as the “Employer”), Service Bancorp, MHC, a corporation chartered under the laws of Massachusetts, and Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (therein and hereinafter referred to as the “Holding Companies”) and Pamela J. Montpelier (therein and hereinafter referred to as the “Executive”).
SUPPLEMENTAL RETIREMENT AGREEMENTSupplemental Retirement Agreement • May 14th, 2003 • Service Bancorp Inc • State commercial banks • Massachusetts
THIS AGREEMENT is made and entered into as of the 18th day of March, 2003, by and between Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (the “Bank”), Service Bancorp, MHC, a corporation chartered under the laws of Massachusetts (“Service Bancorp, MHC” or “MHC”), Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (the “Company”) and Pamela J. Montpelier (the “Executive”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 20th, 2009 • Service Bancorp Inc • State commercial banks
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (“Amendment No. 1”), dated as of March 18, 2009, is by and among (i) Middlesex Savings Bank, a Massachusetts-chartered savings bank (“MSB”), and (ii) Strata Bank, a Massachusetts-chartered savings bank (“Strata Bank”), Service Bancorp, Inc., a Massachusetts corporation and the parent company of Strata Bank (“Service”), and Service Bancorp, M.H.C., a Massachusetts-chartered mutual holding company and the majority shareholder of Service (“Service MHC”). Each of MSB, Strata Bank, Service and Service MHC is sometimes individually referred to in this Amendment No. 1 as a “party” and collectively as the “parties.” Reference is made to that certain Agreement and Plan of Merger, dated as of December 8, 2008 (the “Merger Agreement”), by and among MSB, Strata Bank, Service and Service MHC. All capitalized terms used herein without definition herein shall have the meanings ascribed to them in the Merger Agreement.
ANNEX C FORM OF VOTING AGREEMENTForm of Voting Agreement • December 8th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts
VOTING AGREEMENT (“Agreement”), dated as of December , 2008, by and between Middlesex Savings Bank, a Massachusetts mutual savings bank (“MSB”), and the undersigned trustee (the “Trustee”) of Service Bancorp, MHC, a Massachusetts mutual holding company (“Service MHC”).
ANNEX B FORM OF VOTING AGREEMENTForm of Voting Agreement • December 8th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts
VOTING AGREEMENT (“Agreement”), dated as of December , 2008, by and between Middlesex Savings Bank, a Massachusetts mutual savings bank (“MSB”), and the undersigned holders (“Company Shareholders”) of capital stock (“Company Stock”) of Service Bancorp, Inc., a Massachusetts corporation (“Company”).
LEASELease • November 13th, 2006 • Service Bancorp Inc • State commercial banks • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF Lease in which the Landlord and Tenant are the parties hereinafter named, and which relates to space in the building known as and numbered 122 Grove Street (the “Building”), Franklin, Massachusetts 02038, which Building is situated on a certain parcel of land containing approximately 4.89 acres (the “Land”) more particularly described on Exhibit A, attached hereto.
EMPLOYMENT AND CONSULTING AGREEMENT (Interim Chief Executive Officer)Employment and Consulting Agreement • November 14th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts
THIS EMPLOYMENT AND CONSULTING AGREEMENT (“Agreement”) is made and entered into as of September 25, 2008 by and among Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (the “Bank”), Service Bancorp, MHC, a mutual holding company chartered under the laws of Massachusetts (the “MHC”), Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (the “Company” and together with the MHC, the “Holding Companies” and together with the MHC and the Bank, the “Companies”) and Edward A. Hjerpe, III (the “Executive”).
AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENTSupplemental Retirement Agreement • February 10th, 2006 • Service Bancorp Inc • State commercial banks • Massachusetts
THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of the 13th day of December, 2005, by and between Strata Bank, a bank chartered under the laws of Massachusetts with its headquarters located in Medway, Massachusetts (the “Bank”), Service Bancorp, MHC, a corporation chartered under the laws of Massachusetts (“Service Bancorp, MHC” or “MHC”), Service Bancorp, Inc., a corporation chartered under the laws of Massachusetts (the “Company”) and Pamela J. Montpelier (the “Executive”).
ANNEX E FORM OF VOTING AGREEMENTForm of Voting Agreement • December 8th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts
VOTING AGREEMENT (“Agreement”), dated as of December , 2008, by and among Service Bancorp, MHC, a Massachusetts mutual holding company (“Service MHC”), Service Bancorp, Inc., a Massachusetts corporation (“Service Inc.” and collectively with Service MHC, “Service”) and the undersigned trustee (the “Trustee”) of Middlesex Savings Bank, a Massachusetts mutual savings bank (“MSB”).
