SUPPLEMENTAL RETIREMENT AGREEMENT THIS SUPPLEMENTAL RETIREMENT AGREEMENT is made as of January 1, 2008 by and between ATLANTIC COAST BANK (the "Bank"), its successors and assigns and THOMAS B. WAGERS, SR. (the "Executive"). 1. Definitions. In this...Supplemental Retirement Agreement • August 5th, 2008 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Georgia
ATLANTIC COAST FINANCIAL CORPORATION (a Maryland-chartered stock corporation) Up to 2,300,000 Shares (Subject to Increase Up to 2,645,000 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT November 12, 2010Agency Agreement • November 18th, 2010 • Atlantic Coast Financial CORP • Savings institution, federally chartered • New York
Atlantic Coast Federal Corporation, a federally-chartered stock corporation (the “Mid-Tier Holding Company”), Atlantic Coast Financial Corporation, a Maryland corporation organized to be the successor to the Mid-Tier Holding Company (the “Holding Company”), Atlantic Coast Federal, MHC, a federally-chartered mutual holding company (the “MHC”) that owns 65.1% of the outstanding common stock of the Mid-Tier Holding Company, and Atlantic Coast Bank, a federally-chartered stock savings bank (the “Bank”) whose outstanding common stock is owned in its entirety by the Mid-Tier Holding Company (collectively the Holding Company, Mid-Tier Holding Company, the MHC, and the Bank, the “Primary Parties”), hereby confirm, jointly and severally, their agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel” or “Agent”), as follows:
ATLANTIC COAST FINANCIAL CORPORATION (a Maryland Corporation) Shares of Common Stock Par Value $0.01 per Share Underwriting AgreementUnderwriting Agreement • November 22nd, 2013 • Atlantic Coast Financial CORP • Savings institution, federally chartered • New York
CONFIDENTIALAtlantic Coast Financial CORP • June 18th, 2010 • Savings institution, federally chartered
Mr. Robert J. Larison, Jr. President and Chief Executive Officer Atlantic Coast Federal, MHC Atlantic Coast Federal Corporation Atlantic Coast Bank 12724 Grand Bay Parkway Suite 150 Jacksonville, Florida 32258
FOURTH AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENTSupplemental Retirement Agreement • October 29th, 2010 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Georgia
THIS FOURTH AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT is made as of , 2010 by and between ATLANTIC COAST BANK (the “Bank”), its successors and assigns and THOMAS B. WAGERS, SR. (the “Executive”).
FOURTH AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENTSupplemental Retirement Agreement • March 28th, 2012 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Georgia
THIS FOURTH AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT is made as of July 26, 2011 by and between ATLANTIC COAST BANK (the "Bank"), its successors and assigns and THOMAS B. WAGERS, SR. (the "Executive").
ATLANTIC COAST BANK EMPLOYMENT AGREEMENTCoast Bank Employment Agreement • April 7th, 2016 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 1st day of April 2016 (“Effective Date”), between ATLANTIC COAST BANK, a federal savings association (the “Bank”) and TRACY L. KEEGAN (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2010 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Florida
This Employment Agreement (the “Agreement”) is made effective as of (the “Effective Date”), by and between Atlantic Coast Federal Corporation (the “Company” or “Employer”) and Jay Sidhu (the “Executive”). The Company owns 100% of the common stock of Atlantic Coast Bank (the “Bank”), and is the majority-owned subsidiary of Atlantic Coast Federal, MHC (the “MHC”).
AGREEMENT AND PLAN OF MERGER by and between AMERIS BANCORP and ATLANTIC COAST FINANCIAL CORPORATION Dated as of November 16, 2017Agreement and Plan of Merger • November 17th, 2017 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Florida
RP® FINANCIAL, LC. Financial Services Industry Consultants May 4, 2007 Mr. Robert J. Larison, Jr. President and Chief Executive Officer Atlantic Coast Federal Corporation 505 Haines Avenue Waycross, Georgia 31501 Dear Mr. Larison:Atlantic Coast Financial CORP • June 28th, 2007
This letter sets forth the agreement between Atlantic Coast Federal Corporation (the “Company”), the majority owned subsidiary of Atlantic Coast Federal MHC, Waycross, Georgia, and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second step. Atlantic Coast Bank (the “Bank”) is wholly-owned by the Company. The specific appraisal services to be rendered by RP Financial are described below.
DATA PROCESSING AGENT AGREEMENTData Processing Agent Agreement • June 28th, 2007 • Atlantic Coast Financial CORP • New Jersey
The following will confirm our agreement (“Agreement”), as more fully described below, in which Mellon Investor Services LLC (the “Agent” or “MIS”) has agreed to serve as the exclusive data processing agent in connection with the proposed stock issuance (the “Issuance”) by the to-be stock holding parent company of Atlantic Coast Bank (“Atlantic Coast”). The Issuance will occur pursuant to a Plan of Conversion (“Plan”), which may be amended from time to time, adopted in accordance with applicable regulations (“Statute”). Certain terms whose initial letters are capitalized are defined herein; others are defined as set forth in the Plan. This Agreement shall not constitute a part of the Plan.
CONSULTING AGREEMENTConsulting Agreement • November 13th, 2015 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Florida
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into by and between Atlantic Coast Bank, a federal savings association and its parent, Atlantic Coast Financial Corporation, a Maryland corporation (collectively the “Bank”), and James D. Hogan (the “Consultant”), each may be referred to individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2010 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Georgia
This Employment Agreement (the “Agreement”) is made effective as of_________, 2010 (the “Effective Date”), by and between Atlantic Coast Bank (the “Bank”) and Thomas B. Wagers, Sr. (the “Executive”), and supersedes and replaces the prior employment agreement dated May 12, 2010. References herein to the “Company” mean Atlantic Coast Federal Corporation, which owns 100% of the common stock of the Bank. The Company is a signatory to this Agreement for the sole purpose of guaranteeing the Bank’s performance hereunder. Any reference to the “Employer” shall mean both the Company and the Bank.
AGREEMENT AND PLAN OF MERGER by and among ATLANTIC COAST FINANCIAL CORPORATION, ATLANTIC COAST BANK, BOND STREET HOLDINGS, INC. and FLORIDA COMMUNITY BANK, N.A. February 25, 2013Agreement and Plan of Merger • February 26th, 2013 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of February 25, 2013, by and among Atlantic Coast Financial Corporation, a Maryland corporation (“AC Financial”), Atlantic Coast Bank, a federal savings bank (“AC Bank”), Bond Street Holdings, Inc., a Delaware corporation (“Bond Street”), and Florida Community Bank, N.A., a national banking association (“FCB”).
McAuliffe Financial, LLC April 27, 2010 Mr. Robert J. Larison President and Chief Executive Officer Atlantic Coast Federal Corp. 505 Haines Ave. Waycross, GA 31501 Dear Bob:Atlantic Coast Financial CORP • June 18th, 2010 • Savings institution, federally chartered • Georgia
This letter sets forth the agreement between Atlantic Coast Federal Corp. (“Atlantic Coast Federal” or the “Company”) and McAuliffe Financial, LLC (“McAuliffe Financial”), whereby Atlantic Coast Federal has engaged McAuliffe Financial to assist in the preparation of a business plan for both the Bank and the Holding Company of Atlantic Coast Bank and to provide advisory services related to the Company’s mutual to stock conversion. The focus of the business plan will be the preparation of a regulatory plan designed to address regulatory issues relating to the Company pursuing a mutual to stock conversion. We envision our business planning services will provide the following:
May 6, 2010Atlantic Coast Financial CORP • June 18th, 2010 • Savings institution, federally chartered
This letter sets forth the agreement between Atlantic Coast Federal Corporation (the “Company”), the majority owned subsidiary of Atlantic Coast Federal MHC, Waycross, Georgia, and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second step. Atlantic Coast Bank (the “Bank”) is wholly-owned by the Company. The specific appraisal services to be rendered by RP Financial are described below.
NON-COMPETE AND NON-SOLICITATION AGREEMENTNon-Compete and Non-Solicitation Agreement • April 1st, 2013 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Georgia
This NON-COMPETE AND NON-SOLICITATION AGREEMENT (the “Agreement”) is dated as of June 28, 2010, by and between Phillip S. Buddenbohm (“Executive”) and Atlantic Coast Bank (the “Bank”), a wholly-owned subsidiary of Atlantic Coast Federal Corporation (the “Company”).
ATLANTIC COAST BANK AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLANSupplemental Executive Retirement Plan • April 1st, 2013 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Georgia
This Amended and Restated Atlantic Coast Bank Supplemental Executive Retirement Plan (the “Plan”) was originally established on November 1, 2002, and was amended and restated effective October 1, 2004, and most recently is amended and restated by this document, effective January 1, 2005, in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the 2007 final regulations issued thereunder.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-(k)(1)Joint Filing Agreement • February 15th, 2013 • Atlantic Coast Financial CORP • Savings institution, federally chartered
The undersigned each acknowledges and agrees that the Statement on Schedule 13D to which this Joint Filing Agreement is attached as an exhibit (the “Statement”) is filed on behalf of each of the undersigned and that all subsequent amendments to the Statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned each acknowledges that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning the undersigned contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the other parties hereto, except to the extent that the undersigned knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
SUPPLEMENTAL RETIREMENT AGREEMENT AMENDED AND RESTATED AS OF JANUARY 1, 2005Supplemental Retirement Agreement • June 28th, 2007 • Atlantic Coast Financial CORP • Georgia
THIS SUPPLEMENTAL RETIREMENT AGREEMENT is amended and restated as of January 1, 2005 by and between ATLANTIC COAST FEDERAL (the “Bank”), its successors and assigns and ROBERT J. LARISON, JR. (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • May 18th, 2011 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Florida
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of the first of April 2011 by and between Atlantic Coast Financial Corporation (the “Company”) and Jay S. Sidhu (the “Consultant”), and shall be effective as of the “Effective Date” as hereinafter defined.
February 8, 2007 Mr. Robert J. Larison, Jr. President and Chief Executive Officer Atlantic Coast Federal Corp P.O. Box 1256 Waycross, GA 31502-1256 Dear Bob:Atlantic Coast Financial CORP • June 28th, 2007 • Georgia
This letter sets forth the agreement between Atlantic Coast Federal Corp (“Atlantic Coast” or the “Company”) and McAuliffe Financial, LLC (“McAuliffe Financial”), whereby Atlantic Coast has engaged McAuliffe Financial to assist in the preparation of business plan for both the Bank and the Holding Company of Atlantic Coast. The focus of the plan will be the preparation of a regulatory business plan designed to address regulatory issues relating to the Company pursuing a second step conversion. We envision our services will provide the following:
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2010 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Georgia
This Employment Agreement (“Agreement”) is made by and between Atlantic Coast Bank (the “Bank”), and Robert J. Larison, Jr. (“Executive”) this ____ day of ________, 2010 and is effective as of such date (the “Effective Date”). References herein to the “Company” mean Atlantic Coast Federal Corporation, which owns 100% of the common stock of the Bank. The Company is a signatory to this Agreement for the sole purpose of guaranteeing the Bank’s performance hereunder.
AMENDMENT NUMBER 1 TO THE AGREEMENT AND PLAN OF MERGER by and among ATLANTIC COAST FINANCIAL CORPORATION, ATLANTIC COAST BANK, BOND STREET HOLDINGS, INC. and FLORIDA COMMUNITY BANK, N.A. April 22, 2013The Agreement • April 23rd, 2013 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Delaware
THIS AMENDMENT NUMBER 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of April 22, 2013, by and among Atlantic Coast Financial Corporation, a Maryland corporation (“AC Financial”), Atlantic Coast Bank, a federal savings bank (“AC Bank”), Bond Street Holdings, Inc., a Delaware corporation (“Bond Street”), and Florida Community Bank, N.A., a national banking association (“FCB”).
September 2, 2011Solicitation Agreement • September 16th, 2011 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Coast
This letter sets forth our mutual agreement (“Agreement”) as to the terms and conditions of your retirement as President of Atlantic Coast Bank (the “Bank”) and Chief Operating Officer of Atlantic Coast Financial Corporation (“ACFC”). We believe this letter sets forth the terms agreed to in our recent discussions.
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2007 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Georgia
This Employment Agreement (“Agreement”) is made by and between Atlantic Coast Bank (the “Bank”) and Jon C. Parker, Sr. (“Executive”) and is effective as of , 2007 (the “Effective Date”). References herein to the “Company” mean Atlantic Coast Federal Corporation, which owns 100% of the common stock of the Bank. The Company is a signatory to this Agreement for the sole purpose of guaranteeing the Bank’s performance hereunder.
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2007 • Atlantic Coast Financial CORP • Savings institution, federally chartered • Georgia
This Employment Agreement (“Agreement”) is made by and between Atlantic Coast Bank (the “Bank”), and Robert J. Larison, Jr. (“Executive”) and is effective as of July 1, 2007 (the “Effective Date”). References herein to the “Company” mean Atlantic Coast Federal Corporation, which owns 100% of the common stock of the Bank. The Company is a signatory to this Agreement for the sole purpose of guaranteeing the Bank’s performance hereunder.
