Citizens Community Bancorp Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 21st, 2018 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 20, 2018, by and among Citizens Community Bancorp, Inc., a Maryland corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 21st, 2018 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Maryland

This Securities Purchase Agreement (this “Agreement”) is dated as of June 20, 2018, by and among Citizens Community Bancorp, Inc., a Maryland corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Contract
Subordinated Note Purchase Agreement • March 14th, 2022 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • New York
EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2006 • Citizens Community Bancorp Inc. • Wisconsin

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 13th day of April, 2002, by and between Citizens Community Federal (hereinafter referred to as the "Bank") and Johnny Thompson (the "Employee").

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • May 18th, 2016 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Tennessee

THIS PLEDGE AND SECURITY AGREEMENT (“Agreement”), dated May 16, 2016, by and between CITIZENS COMMUNITY BANCORP, INC., a Maryland corporation (“Pledgor”) and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association (“Lender”);

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • December 8th, 2014 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

This Option is granted on ______________, (“the Grant Date"), by Citizens Community Bancorp, Inc., a Maryland corporation (the "Corporation"), to _____________ (the "Optionee"), in accordance with the following terms and conditions:

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 4th, 2019 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Wisconsin

This Amended and Restated Executive Employment Agreement (the “Agreement”) is made effective as of November 1, 2019 (the “Effective Date”), by and between Citizens Community Bancorp, Inc., a Maryland corporation, (the “Holding Company”) and its wholly-owned subsidiary, Citizens Community Federal, N.A., a national banking association (the “Bank”) (collectively, the “Company”), and James S. Broucek (“Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 18th, 2017 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Wisconsin

This Executive Employment Agreement (the “Agreement”) is entered into October 17, 2017, and is made effective as of October 31, 2017 (the “Effective Date”), by and between Citizens Community Bancorp, Inc., a Maryland corporation, (the “Holding Company”) and its wholly-owned subsidiary, Citizens Community Federal, N.A., a national banking association (the “Bank”) (collectively, the “Company”), and James S. Broucek (“Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 1st, 2013 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Wisconsin

THIS AGREEMENT is made effective as of October 28, 2013 (the "Effective Date"), by and between CITIZENS COMMUNITY FEDERAL and CITIZENS COMMUNITY BANCORP, INC. (the "Bank") and EDWARD H. SCHAEFER (the "Employee").

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 22nd, 2018 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made to be effective as of October 19, 2018, by and among Citizens Community Bancorp, Inc., a Maryland corporation, United Bank, a Wisconsin chartered bank, and United Bancorporation, a South Dakota corporation. The parties to this Amendment may be referred to in this Amendment individually as a “Party” and collectively as the “Parties.”

CITIZENS COMMUNITY BANCORP, INC. 2008 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT RS No. _______________ Grant Date: _______________
Incentive Plan Restricted Stock Award Agreement • July 7th, 2008 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

This Restricted Stock Award of Shares ("Restricted Stock") is granted by Citizens Community Bancorp, Inc. ("Company") to [Name] ("Grantee") in accordance with the terms of this Restricted Stock Award Agreement ("Agreement") and subject to the provisions of the Citizens Community Bancorp, Inc. 2008 Equity Incentive Plan, as amended from time to time ("Plan"). The Plan is incorporated herein by reference.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 6th, 2015 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

This FIRST AMENDMENT ("Amendment") to the Employment Agreement (the "Employment Agreement") made and entered into effective as of October 28, 2013 by and between CITIZENS COMMUNITY FEDERAL and CITIZENS COMMUNITY BANCORP, INC. (collectively, the "Bank") and MARK C. OLDENBERG (the "Employee"), is entered into effective as of March 3, 2015 by each of the foregoing parties to the Employment Agreement. Capitalized terms not otherwise defined in this First Amendment will have the meanings given to them in the Employment Agreement.

CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • October 18th, 2017 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Wisconsin

This Separation Agreement and Release (“Agreement”) is entered into by and between Citizens Community Federal, N.A., a national banking association (the “Bank”), and Mark C. Oldenberg (“Employee”).

Contract
Citizens Community Bancorp Inc. • October 3rd, 2011 • Savings institution, federally chartered
AGREEMENT AND PLAN OF MERGER BETWEEN CITIZENS COMMUNITY BANCORP, INC. AND WELLS FINANCIAL CORP. Dated as of March 17, 2017
Agreement and Plan of Merger • March 17th, 2017 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Minnesota

Defined Term Section 2016 Audited Financial Statements Section 3.5(b) 2016 Financial Statements Section 3.5(b) 2016 Unaudited Financial Statements Section 3.5(b) Acceptable Confidentiality Agreement Section 4.2(a) Acquisition Transaction Section 4.2(e)(i) Actions Section 2.5(a) Affiliate Section 8.10 Agreement Introduction Application Section 8.10 Articles of Merger Section 1.3 Attic Section 1.4(c)(i)(B)(4) Bank Merger Section 1.2 Bank Merger Agreement Section 1.2 Basement Section 1.4(c)(i)(B)(2) BHCA Section 8.10 Burdensome Condition Section 5.5(b) Business Day Section 8.10 Cash Consideration Section 1.4(c)(i)(A) Cause Section 8.10 CCBI Introduction CCBI Articles of Incorporation Section 1.1(c) CCBI Bank Recitals CCBI Bylaws Section 1.9(b)(iii) CCBI Bank Articles of Association Section 1.9(b)(iv) CCBI Closing Price Section 1.4(c)(iii) CCBI Common Stock Section 2.3 CCBI Letter Article II CCBI Loans Section 2.15(a) CCBI Permits Section 2.11 CCBI Plans Section 2.13(a) CCBI SEC Documents

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 30th, 2016 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Wisconsin

This Executive Employment Agreement (the “Agreement”) is made effective as of this 24th day of June, 2016 (the “Effective Date”), by and between Citizens Community Bancorp, Inc., a Maryland corporation, (the “Holding Company”) and its wholly-owned subsidiary, Citizens Community Federal, N.A., a national banking association (the “Bank”) (collectively, the “Company”), and Stephen Bianchi (“Executive”).

COLLATERAL PLEDGE AGREEMENT
Collateral Pledge Agreement • August 6th, 2018 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Wisconsin
CITIZENS COMMUNITY BANCORP, INC. LONG-TERM INCENTIVE PLAN AWARD AGREEMENT Award Date: __________, 2018
Term Incentive Plan Award Agreement • December 10th, 2018 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Wisconsin
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Amended and Restated Pledge and Security Agreement • December 29th, 2016 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Tennessee

THIS PLEDGE AND SECURITY AGREEMENT (“Agreement”), dated September 30th, 2016, by and between CITIZENS COMMUNITY BANCORP, INC., a Maryland corporation (“Pledgor”) and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking association (“Lender”);

CITIZENS COMMUNITY BANCORP, INC. 2018 EQUITY INCENTIVE PLAN DIRECTOR RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 10th, 2018 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

Shares of Restricted Stock are hereby awarded on ____________________, by Citizens Community Bancorp Inc., a Maryland corporation (the “Corporation”), to _________________________ (the “Grantee”), in accordance with the following terms and conditions of this Restricted Stock Agreement (this “Award Agreement”):

CITIZENS COMMUNITY BANCORP RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 23rd, 2010 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

Shares of Restricted Stock are hereby awarded on _______, ____, by Citizens Community Bancorp (the “Corporation”), to __________ (the “Grantee”), in accordance with the following terms and conditions:

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EMPLOYMENT AGREEMENT
Employment Agreement • October 6th, 2016 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Wisconsin

THIS EMPLOYMENT AGREEMENT is made to be effective as of January 1, 2017 (the “Effective Date”), by and between CITIZENS COMMUNITY FEDERAL and CITIZENS COMMUNITY BANCORP, INC. (the “Bank”) and MARK C. OLDENBERG (the “Employee”).

CITIZENS COMMUNITY BANCORP, INC. 2008 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT ISO No. _______________ Grant Date: _______________
Incentive Plan Incentive Stock Option Award Agreement • July 7th, 2008 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

This Incentive Stock Option Award ("ISO") is granted by Citizens Community Bancorp, Inc. ("Company") to [Name] ("Option Holder") in accordance with the terms of this Incentive Stock Option Award Agreement ("Agreement") and subject to the provisions of the Citizens Community Bancorp, Inc. 2008 Equity Incentive Plan, as amended from time to time ("Plan"). The Plan is incorporated herein by reference.

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 10th, 2018 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made to be effective as of August 13, 2018, by and among Citizens Community Bancorp, Inc., a Maryland corporation, United Bank, a Wisconsin chartered bank, and United Bancorporation, a South Dakota corporation. The parties to this Amendment may be referred to in this Amendment individually as a “Party” and collectively as the “Parties.”

Form of Letter Agreement
Letter Agreement • March 17th, 2017 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Minnesota

LETTER AGREEMENT, dated as of March 17, 2017 (this “Agreement”), by the undersigned director or non-director executive officer (the “Shareholder”) of Wells Financial Corp., a Minnesota corporation (the “Company”), for the benefit of Citizens Community Bancorp, Inc., a Maryland corporation (“CCBI”).

Contract
Share Agency Agreement • August 10th, 2006 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • New York

CITIZENS COMMUNITY BANCORP, INC. (a Maryland corporation) 4,600,000 Shares (Subject to Increase Up to 5,290,000 Shares) COMMON STOCK (Par Value $0.01 Per Share) Subscription Price $10.00 Per Share AGENCY AGREEMENT August __, 2006 Keefe, Bruyette & Woods, Inc. 211 Bradenton Drive Dublin, Ohio 43017-5034 Ladies and Gentlemen: Citizens Community Bancorp, Inc., a newly formed Maryland corporation (the "Company"), Citizens Community MHC, a federally chartered mutual holding company (the "MHC"), Citizens Community Bancorp, a federally chartered stock holding corporation (the "Mid-Tier Holding Company"), and Citizens Community Federal, a federally chartered stock savings bank (the "Bank"), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. ("KBW" or the "Agent"), as follows: Section 1. The Offering. In accordance with a Plan of Conversion and Reorganization (the "Plan" or "Plan of Conversion") adopted by the Boards of Directors

ADDENDUM NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 28th, 2020 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

This Addendum No. 1 is made this 23rd day of April, 2020 (the “Effective Date”), to the Amended and Restated Executive Employment Agreement between by and between Citizens Community Bancorp, Inc., a Maryland corporation, (the “Holding Company”) and its wholly-owned subsidiary, Citizens Community Federal, N.A., a national banking association (the “Bank”) (collectively, the “Company”), and James S. Broucek (“Executive”), dated November 1, 2019 (the “Employment Agreement”).

Contract
Executive Employment Agreement • March 5th, 2024 • Citizens Community Bancorp Inc. • Savings institution, federally chartered
PLAN AND AGREEMENT OF MERGER COMMUNITY BANK OF NORTHERN WISCONSIN
Plan and Agreement of Merger • May 18th, 2016 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Wisconsin

THIS PLAN AND AGREEMENT OF MERGER, including the Exhibits and Schedules referred to herein (this “Agreement”), made as of the 10th day of February, 2016, by and among Old Murry Bancorp, Inc., a Wisconsin corporation (hereinafter the “Seller”), those individuals set forth on Exhibit A to this Agreement (such individuals, collectively, shall hereinafter be referred to as the “Control Shareholders”), Community Bank of Northern Wisconsin (the “Bank”), a state bank duly organized and existing under the laws of the State of Wisconsin, and Citizens Community Federal, N.A., a federally-chartered national banking association duly organized and existing under the law of the United States (the “Buyer”).

VOTING AGREEMENT
Voting Agreement • January 22nd, 2019 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Wisconsin

VOTING AGREEMENT, dated as of January 21, 2019 (this “Agreement”), by the undersigned shareholder (the “Shareholder”) of F. & M. Bancorp. of Tomah, Inc., a Wisconsin corporation (the “Company”), for the benefit of Citizens Community Bancorp, Inc., a Maryland corporation (“Purchaser”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement (defined below).

CITIZENS COMMUNITY BANCORP, INC. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Incentive Plan Restricted Stock Agreement • December 10th, 2018 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

Shares of Restricted Stock are hereby awarded on _________________________, by Citizens Community Bancorp Inc., a Maryland corporation (the “Corporation”), to _________________________ (the “Grantee”), in accordance with the following terms and conditions of this Restricted Stock Agreement (this “Award Agreement”):

AGREEMENT AND PLAN OF MERGER dated January 21, 2019 F. & M. BANCORP. OF TOMAH, INC., CITIZENS COMMUNITY BANCORP, INC., and F&M MERGER SUB, INC.
Agreement and Plan of Merger • January 22nd, 2019 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • Wisconsin

AGREEMENT AND PLAN OF MERGER, dated January 21, 2019 (this “Agreement”), among F. & M. Bancorp. of Tomah, Inc., a Wisconsin corporation (the “Company”), Citizens Community Bancorp, Inc., a Maryland corporation (“Purchaser”), F&M Merger Sub, Inc., a Minnesota corporation of which Purchaser is the sole shareholder (“Merger Sub”).

CITIZENS COMMUNITY BANCORP, INC. 2008 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENT SAR No. _______________ Grant Date: _______________
Stock Appreciation Right Award Agreement • July 7th, 2008 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

This Stock Appreciation Right Award ("SAR") is granted by Citizens Community Bancorp, Inc. ("Company") to [Name] ("SAR Holder") in accordance with the terms of this Stock Appreciation Right Award Agreement ("Agreement") and subject to the provisions of the Citizens Community Bancorp, Inc. 2008 Equity Incentive Plan, as amended from time to time ("Plan"). The Plan is incorporated herein by reference.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 6th, 2015 • Citizens Community Bancorp Inc. • Savings institution, federally chartered

This FIRST AMENDMENT ("Amendment") to the Employment Agreement (the "Employment Agreement") made and entered into effective as of October 28, 2013 by and between CITIZENS COMMUNITY FEDERAL and CITIZENS COMMUNITY BANCORP, INC. (collectively, the "Bank") and EDWARD H. SCHAEFER (the "Employee"), is entered into effective as of March 3, 2015 by each of the foregoing parties to the Employment Agreement. Capitalized terms not otherwise defined in this First Amendment will have the meanings given to them in the Employment Agreement.

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