FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR THE BCSB BANCORP, INC. 2009 EQUITY INCENTIVE PLANAward Agreement • July 23rd, 2009 • BCSB Bancorp Inc. • Savings institution, federally chartered
EXHIBIT 2.1 PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • January 15th, 2010 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland
2,674,139 Shares (subject to increase up to 3,075,260 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) BCSB Bancorp, Inc. (a Maryland corporation) Common Stock (par value $0.01 per share) AMENDED AND...Agency Agreement • February 7th, 2008 • BCSB Bancorp Inc. • Savings institution, federally chartered • New York
FORM OF TRUST AGREEMENT BETWEEN AND BALTIMORE COUNTY SAVINGS BANK, F.S.B FOR THE BALTIMORE COUNTY SAVINGS BANK, F.S.B. EMPLOYEE STOCK OWNERSHIP PLAN TRUST, AS AMENDED AND RESTATED Effective as of January 1, 1998 and amended and restated in its...Trust Agreement • January 18th, 2008 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland
THIS TRUST AGREEMENT was originally entered into on January 1, 1998 BETWEEN, BCSB Bankcorp, Inc. and H. Adrian Cox, Henry V. Kahl and William J. Kappauf, Jr. (hereinafter collectively referred to as the “Trustee”). Effective June _____, 2007, this Trust Agreement is amended and restated in its entirety in connection with the conversion of Baltimore County Savings Bank, M.H.C. to the stock form or organization and the establishment of a new stock holding company (the “Conversion and Reorganization”). In connection with the Conversion and Reorganization, Baltimore County Savings Bank, F.S.B. (the “Bank” or the “Employer”) has replaced BCSB Bankcorp, Inc. as the sponsor for the employee stock owner ship plan.
CHANGE-OF-CONTROL SEVERANCE AGREEMENTChange-of-Control Severance Agreement • January 18th, 2008 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland
THIS CHANGE -OF-CONTROL SEVERANCE AGREEMENT (the “Agreement”) made this 23rd day of October, 2002 (the “Effective Date”) by and between Baltimore County Savings Bank, F.S.B. (the “Bank”), and David M. Meadows (the “Executive”).
BALTIMORE COUNTY SAVINGS BANK, FSB SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • January 18th, 2008 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted this 27th day of April 2004, by and between BALTIMORE COUNTY SAVINGS BANK, FSB, a federally-chartered savings association located in Baltimore, Maryland (the “Bank”), and DAVID MEADOWS (the “Executive”).
Insert Name and Address] Dear [Insert Name],Letter Agreement • December 23rd, 2008 • BCSB Bancorp Inc. • Savings institution, federally chartered
BCSB Bancorp, Inc. (the “Company”) anticipates entering into a letter agreement (“Agreement”) with the United States Department of the Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s Capital Purchase Program (the “CPP”). If the Company does not participate in the CPP, this letter shall be of no further force and effect.
FORM OF AMENDMENT TO THE BALTIMORE COUNTY SAVINGS BANK, F.S.B. EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2008 • BCSB Bancorp Inc. • Savings institution, federally chartered
WHEREAS, Joseph J. Bouffard (the “Executive”) entered into an employment agreement with Baltimore County Savings Bank, F.S.B (the “Bank”) effective November 27, 2006 (the “Agreement”); and
FORM OF AMENDMENT TO THE CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • December 29th, 2008 • BCSB Bancorp Inc. • Savings institution, federally chartered
This AMENDMENT TO THE CHANGE IN CONTROL SEVERANCE AGREEMENT is entered into as of [date], by and between BALTIMORE COUNTY SAVINGS BANK, F.S.B. (the “Bank”), and [NAME] (the “Executive”).
FORM OF BALTIMORE COUNTY SAVINGS BANK, FSB SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENTSupplemental Director Retirement Agreement • January 18th, 2008 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland
THIS SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT (the “Agreement”) is adopted this ______ day of ______ 200__, by and between BALTIMORE COUNTY SAVINGS BANK, FSB, a federally-chartered savings association located in Baltimore, Maryland (the “Bank”), and ______________ (the “Director”).
FORM OF AMENDMENT TO THE BALTIMORE COUNTY SAVINGS BANK, F.S.B. CHANGE IN CONTROL SEVERANCE AGREEMENTControl Severance Agreement • January 18th, 2008 • BCSB Bancorp Inc. • Savings institution, federally chartered
WHEREAS, (the “Executive”) entered into a change in control severance agreement with Baltimore County Savings Bank, F.S.B.(the “Bank”) effective October 23, 2002 (the “Agreement”); and
AGREEMENT AND PLAN OF MERGER between F.N.B. CORPORATION and BCSB BANCORP, INC. DATED: AS OF JUNE 13, 2013Agreement and Plan of Merger • June 19th, 2013 • BCSB Bancorp Inc. • Savings institution, federally chartered • Pennsylvania
AGREEMENT AND PLAN OF MERGER, dated as of June 13, 2013 (this “Agreement”), between F.N.B. CORPORATION, a Florida corporation (“FNB”), and BCSB BANCORP, INC., a Maryland corporation (“BCSB”).
STANDSTILL AGREEMENTStandstill Agreement • August 3rd, 2011 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland
This Standstill Agreement (this “Agreement”) is made by and between BCSB Bancorp, Inc., a Maryland corporation (“BCSB Bancorp”), on the one hand, and Financial Edge Fund, L.P., Financial Edge - Strategic Fund, L.P., Goodbody/PL Capital, L.P., PL Capital, LLC, PL Capital Advisors, LLC, Goodbody/PL Capital, LLC, John W. Palmer and Richard J. Lashley (collectively, the “PL Capital Parties”), on the other hand, on behalf of themselves and their respective affiliates (BCSB Bancorp and the PL Capital Parties together, collectively, the “Parties”). The PL Capital Parties’ ownership of shares of BCSB Bancorp as of the date of this Agreement is attached hereto as Schedule A. For purposes of this Agreement, the term PL Capital Parties shall include any affiliate or associate to whom the PL Capital Parties may transfer securities of BCSB Bancorp pursuant to paragraph 5 below without such transfer being treated as a sale for said paragraph. In consideration of the covenants, promises and undertaki
BALTIMORE COUNTY SAVINGS BANK, FSB SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • January 18th, 2008 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted this 27th day of April, 2004, by and between BALTIMORE COUNTY SAVINGS BANK, FSB, a federally-chartered savings association located in Baltimore, Maryland (the “Bank”), and WILLIAM LOUGHRAN (the “Executive”).
AMENDED AND RESTATED BALTIMORE COUNTY SAVINGS BANK EMPLOYMENT AGREEMENTBaltimore County Savings • May 11th, 2007 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland
THIS AGREEMENT (the “Agreement”), originally entered into on November 27, 2006, is hereby amended and restated in its entirety effective ______________, 2007 by and between BALTIMORE COUNTY SAVINGS BANK (the “Bank”), and JOSEPH J. BOUFFARD (the “Executive”).
AMENDED AND RESTATED CHANGE-OF-CONTROL SEVERANCE AGREEMENTChange-of-Control Severance Agreement • May 11th, 2007 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland
THIS CHANGE-OF-CONTROL SEVERANCE AGREEMENT (the “Agreement”) originally entered into on October 23, 2002 is hereby amended and restated in its entirety effective _____________, 2007 (the “Effective Date”) by and between Baltimore County Savings Bank, F.S.B. (the “Bank”), BCSB Bancorp, Inc. (the “Company”) and [ ] (the “Executive”).
AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2008 • BCSB Bancorp Inc. • Savings institution, federally chartered
This AMENDMENT TO THE EMPLOYMENT AGREEMENT is entered into as of December 17, 2008, by and between BALTIMORE COUNTY SAVINGS BANK, F.S.B. (the “Bank”) AND JOSEPH J. BOUFFARD (the “Executive”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • September 25th, 2007 • BCSB Bancorp Inc. • Savings institution, federally chartered
This SEPARATION AGREEMENT AND RELEASE (“Separation Agreement”) is between BALTIMORE COUNTY SAVINGS BANK, F.S.B., BCSB BANKCORP, INC., BALTIMORE COUNTY SAVINGS BANK, M.H.C., BCSB BANCORP, INC. (sometimes individually or collectively referred to as the “Employers”), and WILLIAM M. LOUGHRAN (“Executive”).
STANDSTILL AGREEMENT -------------------- This Standstill Agreement (this "Agreement") is made by and between BCSB Bancorp, Inc., a Maryland corporation ("BCSB Bancorp"), on the one hand, and Financial Edge Fund, L.P., Financial Edge - Strategic Fund,...Standstill Agreement • March 25th, 2009 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • November 22nd, 2010 • BCSB Bancorp Inc. • Savings institution, federally chartered • Maryland
This MUTUAL TERMINATION AGREEMENT is entered into as of November 17, 2010 (this “Agreement”), by and between Baltimore County Savings Bank, F.S.B., a federal savings bank with its principal office in Baltimore, Maryland (“Seller”), and American Bank, a federal savings bank with its principal office in Greenbelt, Maryland (“Purchaser”).
