Cheviot Financial Corp – PLAN OF CONVERSION AND REORGANIZATION OF CHEVIOT MUTUAL HOLDING COMPANY (July 14th, 2011)
Cheviot Financial Corp – Cincinnati – Cheviot Financial Corp. (NASDAQ: CHEV), the parent company of Cheviot Savings Bank, today announced that it has entered into an agreement to purchase First Franklin Corporation (NASDAQ: FFHS), the Blue Ash-based parent company of The Franklin Savings and Loan Company. Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, stockholders of First Franklin will be entitled to receive $14.50 in cash for each share they hold. The deal will double Cheviot Savings Bank’s branch network and increase its asset size by approximatel (October 13th, 2010)
Cheviot Financial Corp – AMENDED AND RESTATED DIRECTORS DEFERRED COMPENSATION PLAN (September 17th, 2008)CHEVIOT SAVINGS BANK AMENDED AND RESTATED DIRECTORS DEFERRED COMPENSATION PLAN (As Amended and Restated Effective as of January 1, 2005) TABLE OF CONTENTS ARTICLE I. DEFINITIONS.........................................................1 ARTICLE II. PLAN PARTICIPANTS..................................................2 Section 2.1 Members of Board on Effective Date........................2 Section 2.2 Members of Board after Effective Date.....................2 Section 2.3 Duration of Participation.................................2 ARTICLE III. BENEFIT AMOUNT....................................................2 Section 3.1 Benefit Amount When Benefit Is Paid In Normal Form........2 Section 3.2 Benefit Amount When Benefit Is Paid Other Than In Normal Form...............................................2 Section 3.3 Benefit
Cheviot Financial Corp – AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (September 17th, 2008)AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into on September 16, 2008 ("Effective Date"), by and between CHEVIOT SAVINGS BANK ("Bank") and KEVIN KAPPA ("Employee"). WHEREAS, Bank and Employee entered into a change in control severance agreement dated on the 5th day of January, 2004 (the "Prior Agreement"); and WHEREAS, Section 409A of the Internal Revenue Code (the "Code"), effective January 1, 2005, requires deferred compensation arrangements, including those set forth in change in control severance agreements, to comply with its provisions and restrictions and limitations on payments of deferred compensation; and WHEREAS, the Bank desires to amend and restate the Prior Agreement in order to make changes to comply with Section 409A of the Code; and WHEREAS, Employee has agreed to such changes.
Cheviot Financial Corp – CHANGE IN CONTROL SEVERANCE AGREEMENT (September 17th, 2008)CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into on September 16, 2008 ("Effective Date"), by and between CHEVIOT SAVINGS BANK ("Bank") and SCOTT T. SMITH ("Employee"). WHEREAS, the Employee is presently an officer of the Bank; WHEREAS, the Bank desires to be ensured of the Employee's continued active participation in the business of the Bank; and WHEREAS, in order to induce the Employee to remain in the employ of the Bank and in consideration of the Employee's agreeing to remain in the employ of the Bank, the parties desire to specify the severance benefits which shall be due the Employee in the event that his employment with the Bank is terminated under specified circumstances; NOW THEREFORE, it is agreed as follows: 1. Employment. Employee is employed in the capacity as the Chief Financial Officer of Bank. Employee will render such admini
Cheviot Financial Corp – AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (September 17th, 2008)AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into on September 16, 2008 ("Effective Date"), by and between CHEVIOT SAVINGS BANK ("Bank") and JEFFREY LENZER ("Employee"). WHEREAS, Bank and Employee entered into a change in control severance agreement dated on the 5th day of January, 2004 (the "Prior Agreement"); and WHEREAS, Section 409A of the Internal Revenue Code (the "Code"), effective January 1, 2005, requires deferred compensation arrangements, including those set forth in change in control severance agreements, to comply with its provisions and restrictions and limitations on payments of deferred compensation; and WHEREAS, the Bank desires to amend and restate the Prior Agreement in order to make changes to comply with Section 409A of the Code; and WHEREAS, Employee has agreed to such changes
Cheviot Financial Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (September 17th, 2008)AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED AGREEMENT (the "Agreement"), made this 16th day of September, 2008, by and among CHEVIOT SAVINGS BANK (the "Bank") and THOMAS J. LINNEMAN ("Executive"). Any reference to the "Company" shall mean Cheviot Financial Corp. WITNESSETH WHEREAS, the Executive is currently employed as Chief Executive Officer and President of the Bank pursuant to an employment agreement between the Bank and the Executive (the "Employment Agreement"); and WHEREAS, the Bank desires to amend and restate the Employment Agreement in order to make changes to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the final regulations issued thereunder in April 2007; and WHEREAS, the Bank desires to ensure the continued availability of the Executive's services as provided in this Agreement; and WHEREAS, the E
Cheviot Financial Corp – DIRECTORS DEFERRED COMPENSATION PLAN (March 25th, 2004)CHEVIOT SAVINGS BANK DIRECTORS DEFERRED COMPENSATION PLAN (As Amended and Restated Effective as of March 16, 2004) TABLE OF CONTENTS ----------------- ARTICLE I - DEFINITIONS.................................................................1 ARTICLE II - PLAN PARTICIPANTS..........................................................2 SECTION 2.1 - MEMBERS OF BOARD ON EFFECTIVE DATE....................................2 SECTION 2.2 - MEMBERS OF BOARD AFTER EFFECTIVE DATE.................................2 SECTION 2.3 - DURATION OF PARTICIPATION.............................................2 ARTICLE III - BENEFIT AMOUNT............................................................2 SECTION 3.1 - BENEFIT AMOUNT WHEN BENEFIT IS PAID IN NORMAL
Cheviot Financial Corp – AMENDMENT TO (March 25th, 2004)AMENDMENT TO THE CHEVIOT BUILDING AND LOAN CO. 401(k) RETIREMENT SAVINGS PLAN & TRUST The Cheviot Building and Loan Co. 401(k) Retirement Savings Plan & Trust (the "Plan") is hereby amended, in order to reflect a change in the name of the employer that sponsors the Plan and to permit the investment of Plan assets in common shares of such employer's parent corporation, in the following respects: 1. The name of the Plan, and each reference to the Plan's name that is contained in the Plan, is amended, effective as of November 20, 2003, to be the "Cheviot Savings Bank 401(k) Retirement Savings Plan". 2. Section 1.15 of the Plan is amended in its entirety, effective as of November 20, 2003, to read as follows: 1.15 "Employer" means Cheviot Savings Bank (which, prior to April 1, 2003, was named The Cheviot Building and Loan Co.), or any l
Cheviot Financial Corp – AGENCY AGREEMENT (September 2nd, 2003)Exhibit 1.2 ----------- CHEVIOT FINANCIAL CORP. (a federal stock corporation in formation) __________ Shares COMMON SHARES ($.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT ___________________, 2003 Keefe, Bruyette & Woods, Inc. 211 Bradenton Drive Dublin, Ohio 43017-5034 Ladies and Gentlemen: Cheviot Mutual Holding Company, a federal mutual holding company (the "MHC"), Cheviot Financial Corp., a federal corporation (the "Company"), and Cheviot Savings Bank, an Ohio savings and loan association located in Cheviot, Ohio (the "Bank") (references to the "Bank" include the Bank in the mut
Cheviot Financial Corp – CHANGE IN CONTROL SEVERANCE AGREEMENT (September 2nd, 2003)Exhibit 10.2 ------------ CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this _______________, 2003 ("Effective Date"), by and between CHEVIOT SAVINGS BANK ("Association") and KEVIN KAPPA ("Employee"). WHEREAS, Employee is currently employed by Association as the Compliance Officer and is experienced in all phases of the business of Association; and WHEREAS, the parties desire by this writing to set forth the rights and responsibilities of Association and Employee if Association should undergo a change in control (as defined hereinafter in the Agreement) after the Effective Date. NOW THEREFORE, it is agreed as follows: 1. Employment. Employee is employed in the capacity as the Compliance Officer of Association.
Cheviot Financial Corp – EXPENSE ALLOCATION AGREEMENT (September 2nd, 2003)Exhibit 10.6 ------------ EXPENSE ALLOCATION AGREEMENT ---------------------------- This Expense Allocation Agreement (the "Agreement") is made between Cheviot Financial Corp. (in formation) ("Cheviot Financial"), a Federal corporation, Cheviot Mutual Holding Company (in formation) ("MHC"), a federal corporation, and Cheviot Savings Bank (the "Bank"), an Ohio chartered stock savings and loan association chartered by the Ohio Division of Financial Institutions under the laws of the State of Ohio and a wholly-owned subsidiary of Cheviot Financial. WHEREAS, Cheviot Financial and MHC have not acquired any additional premises, furniture or equipment or employed any additional employees but rather will utilize and intend to continue to utilize the premises, furniture, equipment and
Cheviot Financial Corp – TAX ALLOCATION AGREEMENT (September 2nd, 2003)Exhibit 10.5 ------------ TAX ALLOCATION AGREEMENT ------------------------ This Tax Allocation Agreement (the "Agreement") is entered into by and between Cheviot Financial Corp., a Federal corporation (the "Holding Company") and its first-tier subsidiary, Cheviot Savings Bank, an Ohio state chartered savings and loan association (the "Bank"), effective this ____ day of _______________, 2003. WHEREAS, the Holding Company owns 100 percent of the issued and outstanding capital stock of the Bank; and WHEREAS, the Holding Company and the Bank are members of an affiliated group within the meaning of Section 1504(a) of the Internal Revenue Code of which the Holding Company is the common parent corporation (the "Group"); and WHEREAS, the Bank may be willing fr
Cheviot Financial Corp – CHANGE IN CONTROL SEVERANCE AGREEMENT (September 2nd, 2003)Exhibit 10.3 ------------ CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this _______________, 2003 ("Effective Date"), by and between CHEVIOT SAVINGS BANK ("Association") and JEFFREY LENZER ("Employee"). WHEREAS, Employee is currently employed by Association as the Chief Lending Officer and is experienced in all phases of the business of Association; and WHEREAS, the parties desire by this writing to set forth the rights and responsibilities of Association and Employee if Association should undergo a change in control (as defined hereinafter in the Agreement) after the Effective Date. NOW THEREFORE, it is agreed as follows: 1. Employment. Employee is employed in the capacity as the Chief Lending Officer of Asso
Cheviot Financial Corp – EMPLOYMENT AGREEMENT (September 2nd, 2003)Exhibit 10.1 ------------ EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement"), made this ___ day of ________________, 2003, by and among CHEVIOT SAVING BANK (the "Association") and THOMAS J. LINNEMAN ("Executive"). WITNESSETH WHEREAS, Executive serves in a position of substantial responsibility; WHEREAS, the Association wishes to assure the services of Executive to the Association and its parent, Cheviot Financial Corp. (the "Company") for the period in this Agreement; and WHEREAS, Executive is willing to serve in the employ of the Association on a full-time basis for said period. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereb
Cheviot Financial Corp – AGENCY AGREEMENT (June 30th, 2003)CHEVIOT FINANCIAL CORP. (a federal stock corporation in formation) __________ Shares COMMON SHARES ($.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT ___________________, 2003 Keefe, Bruyette & Woods, Inc. 211 Bradenton Drive Dublin, Ohio 43017-5034 Ladies and Gentlemen: Cheviot Mutual Holding Company, a federal mutual holding company (the "MHC"), Cheviot Financial Corp., a federal corporation (the "Company"), and Cheviot Savings Bank, an Ohio savings and loan association located in Cheviot, Ohio (the "Bank") (references to the "Bank" include the Bank in the mutual or stock form, as indicated by the context), with its deposit accounts insured by the Savings Association Insurance Fund ("SAIF") administered by the Federal Deposit I
Cheviot Financial Corp – CHANGE IN CONTROL SEVERANCE AGREEMENT (June 30th, 2003)CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this _______________, 2003 ("Effective Date"), by and between CHEVIOT SAVINGS BANK ("Association") and JEFFREY LENZER ("Employee"). WHEREAS, Employee is currently employed by Association as the Chief Lending Officer and is experienced in all phases of the business of Association; and WHEREAS, the parties desire by this writing to set forth the rights and responsibilities of Association and Employee if Association should undergo a change in control (as defined hereinafter in the Agreement) after the Effective Date. NOW THEREFORE, it is agreed as follows: 1. Employment. Employee is employed in the capacity as the Chief Lending Officer of Association. Employee will render such administrative and management services to Association and Cheviot Financial Corp. ("Parent") as are currently rendered and as are customa
Cheviot Financial Corp – DIRECTORS DEFERRED COMPENSATION PLAN (June 30th, 2003)CHEVIOT SAVINGS BANK DIRECTORS DEFERRED COMPENSATION PLAN Effective March 31, 2003 TABLE OF CONTENTS Article I - Definitions......................................................1 Article II - Plan Participants...............................................2 Section 2.1 - Members of Board on Effective Date..........................2 Section 2.2 - Members of Board After Effective Date.......................2 Section 2.3 - Duration of Participation...................................2 Article III - Accounts.......................................................3 Section 3.1 - Account for Each Participant................................3 Section 3.2 - Initial Credit to Account...................................3 Section 3.3 - Subsequent Annual Credits to Account........................3 Section 3.4 - Assumed Investments of Account.......................
Cheviot Financial Corp – POWER OF ATTORNEY (June 30th, 2003)POWER OF ATTORNEY WHEREAS, CHEVIOT FINANCIAL CORP., a corporation organized under the laws of the United States (the "Company"), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1933, as amended, and the Rules and Regulations thereunder, a Registration Statement on Form S-1 registering the Company's common shares issued to the public pursuant to the terms of a public stock offering; and WHEREAS, the undersigned is a director of the Company; NOW, THEREFORE, the undersigned hereby constitutes and appoints Thomas J. Linneman, Jeffrey J. Lenzer and Kevin M. Kappa, and each of them singly, his attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such Registration Statement on Form S-1, and thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorne
Cheviot Financial Corp – CHANGE IN CONTROL SEVERANCE AGREEMENT (June 30th, 2003)CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this _______________, 2003 ("Effective Date"), by and between CHEVIOT SAVINGS BANK ("Association") and KEVIN KAPPA ("Employee"). WHEREAS, Employee is currently employed by Association as the Compliance Officer and is experienced in all phases of the business of Association; and WHEREAS, the parties desire by this writing to set forth the rights and responsibilities of Association and Employee if Association should undergo a change in control (as defined hereinafter in the Agreement) after the Effective Date. NOW THEREFORE, it is agreed as follows: 1. Employment. Employee is employed in the capacity as the Compliance Officer of Association. Employee will render such administrative and management services to Association and Cheviot Financial Corp. ("Parent") as are currently rendered and as are customarily perf
Cheviot Financial Corp – EMPLOYMENT AGREEMENT (June 30th, 2003)EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement"), made this ___ day of , 2003, by and among CHEVIOT SAVING BANK (the "Association") and THOMAS J. LINNEMAN ("Executive"). WITNESSETH WHEREAS, Executive serves in a position of substantial responsibility; WHEREAS, the Association wishes to assure the services of Executive to the Association and its parent, Cheviot Financial Corp. (the "Company") for the period in this Agreement; and WHEREAS, Executive is willing to serve in the employ of the Association on a full-time basis for said period. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows: 1. Employment. Executive is employed as the President and Chief Executive Officer of the Association. Executive shall perform all duties and shall have all power
