NORTHWEST BANCSHARES, INC. Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee SENIOR DEBT SECURITIES INDENTURE Dated as ofIndenture • November 20th, 2017 • Northwest Bancshares, Inc. • National commercial banks • New York
This INDENTURE, dated as of , is made by and between NORTHWEST BANCSHARES, INC., a Maryland corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee (the “Trustee”).
NORTHWEST BANCSHARES, INC. (a Maryland-chartered Stock Corporation) Up to 73,025,000 Shares (Subject to Increase Up to 83,978,750 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share FORM OF AGENCY AGREEMENTAgency Agreement • October 26th, 2009 • Northwest Bancshares, Inc. • National commercial banks • Maryland
NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. EMPLOYMENT AGREEMENT FOR LOUIS J. TORCHIOEmployment Agreement • August 18th, 2022 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
This Agreement is made effective as of the 17th day of August, 2022 (“Effective Date”) by and between (i) Northwest Bank (the “Bank”), a Pennsylvania-chartered stock savings bank with its principal administrative office at 100 Liberty Street, Warren, Pennsylvania 16365, and Northwest Bancshares, Inc., a Maryland corporation (the “Company”), with its principal administrative office at 3 Easton Oval, Suite 500 Columbus, Ohio 43219 (collectively referred to as “Employer”), and (ii) Louis J. Torchio (the “Executive”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN NORTHWEST BANCSHARES, INC. AND LNB BANCORP, INC. DECEMBER 15, 2014Agreement and Plan of Merger • December 16th, 2014 • Northwest Bancshares, Inc. • National commercial banks • Maryland
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 15, 2014, is by and between Northwest Bancshares, Inc., a Maryland corporation (“Northwest Bancshares”) and LNB Bancorp, Inc., an Ohio corporation (“LNB Bancorp”). Each of Northwest Bancshares and LNB Bancorp is sometimes individually referred to herein as a “party,” and Northwest Bancshares and LNB Bancorp are collectively sometimes referred to as the “parties.”
Restricted Stock Award Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC.Restricted Stock Award • May 24th, 2011 • Northwest Bancshares, Inc. • National commercial banks
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and shall be subject in every respect to the provisions of the 2011 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”) which is incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” shal
Clients/1059/00214203.DOC/ } NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. CHANGE IN CONTROL AGREEMENT FOR GREGORY J. BETCHKAL, EVP This Change in Control Agreement (the “Agreement”) is made effective upon commencement of employment (the “Effective...Control Agreement • February 23rd, 2024 • Northwest Bancshares, Inc. • National commercial banks
Stock Option Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC.2011 Equity Incentive Plan • May 24th, 2011 • Northwest Bancshares, Inc. • National commercial banks
This stock option agreement (“Option” or “Agreement”) is and shall be subject in every respect to the provisions of the 2011 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”) which is incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board shall be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” shall include the parent and all present and future subsidiaries o
ContractAgreement and Plan of Merger • October 29th, 2019 • Northwest Bancshares, Inc. • National commercial banks • Maryland
NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 9th, 2015 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
This Change in Control Agreement (the “Agreement”) is made effective as of March 4, 2015 (the “Effective Date”) by and between Northwest Bank, a Pennsylvania-chartered stock savings bank (the “Bank”), and Michael G. Smelko (the “Executive”). Any reference to “Company” herein shall mean Northwest Bancshares, Inc., or any successor thereto.
RETIREMENT AGREEMENTRetirement Agreement • September 21st, 2023 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
THIS RETIREMENT AGREEMENT (“Agreement”), effective September 20, 2023, is made by and between William W. Harvey, Jr. (“Executive”), Northwest Bancshares, Inc., a Maryland corporation (the “Company”), and Northwest Bank, a Pennsylvania state-charted stock savings bank (the “Bank”) (the Company and the Bank shall collectively be referred to as the “Employer”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FOR STEVEN G. FISHEREmployment Agreement • July 6th, 2010 • Northwest Bancshares, Inc. • National commercial banks
This First Amendment (“Amendment”) to the Employment Agreement by and between Northwest Savings Bank (“Bank”) and Northwest Bancshares, Inc., (“Company”) and Steven G. Fisher (“Executive”) dated September 1, 2007 (“Agreement”) is made effective July 1, 2010.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FOR TIMOTHY A. HUBEREmployment Agreement • July 6th, 2010 • Northwest Bancshares, Inc. • National commercial banks
This First Amendment (“Amendment”) to the Employment Agreement by and between Northwest Savings Bank (“Bank”) and Northwest Bancshares, Inc., (“Company”) and Timothy A. Huber (“Executive”) dated September 1, 2007 (“Agreement”) is made effective July 1, 2010.
NORTHWEST BANK NORTHWEST BANCSHARES, INC. AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2021 • Northwest Bancshares, Inc. • National commercial banks
This amendment is made effective as of the 1st day of November, 2021 (the “Effective Date”), by and between Northwest Bank (the “Bank”), a Pennsylvania-chartered savings bank with its principal offices at 100 Liberty Street, Warren, Pennsylvania 16365 and Northwest Bancshares, Inc., the holding company of the Bank, and __________ (“Executive”).
Performance Stock Unit Award Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC.Performance Stock Unit • May 18th, 2022 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
This performance restricted stock unit agreement (“Performance Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a performance-based Restricted Stock Unit (“Performance Stock Unit” or “PSU”) Award pursuant to the Plan. The holder of this Performance Stock Unit Award (the “Participant”) hereby accepts this Performance Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s he
PURCHASE AND SALE AGREEMENT by and between KEYCORP, (solely with respect to Article XIV and Sections 7.2, 7.3, 7.5, 7.6, 7.8, 8.5 and 12.3) FIRST NIAGARA FINANCIAL GROUP, INC., FIRST NIAGARA BANK, NATIONAL ASSOCIATION, FIRST NIAGARA SECURITIES, INC....Purchase and Sale Agreement • April 28th, 2016 • Northwest Bancshares, Inc. • National commercial banks • Delaware
This PURCHASE AND SALE AGREEMENT, dated as of April 27, 2016, is by and between First Niagara Bank, National Association, a national banking association with its principal office in Buffalo, New York (“Seller”), First Niagara Financial Group, Inc., a Delaware corporation and the direct parent of Seller (“First Niagara”), First Niagara Securities, Inc. (“FNS”) (provided, that FNS is a party solely with respect to the Transferred Wealth Management Relationships, the Wealth Management Business or any Purchased Assets held by FNS or Assumed Liabilities transferred by FNS) and, solely for purposes of Article XIV and Sections 7.2, 7.3, 7.5, 7.6, 7.8, 8.5 and 12.3, KeyCorp, an Ohio Corporation (“Parent” and, collectively with Seller, First Niagara and FNS, the “Seller Parties”), and Northwest Bank, a Pennsylvania savings bank with its principal office in Warren, Pennsylvania (“Purchaser”).
September 18, 2009 Northwest Bancorp Inc. 100 Liberty Street Warren, PA 16365 Attn: William J. Wagner Re: 2009 Special Meeting of Shareholders and Members Dear Bill:Northwest Bancshares, Inc. • October 26th, 2009 • National commercial banks • Delaware
This Letter of Agreement sets forth the terms and conditions of engagement of Laurel Hill Advisory Group, LLC (“Laurel Hill”) by Northwest Bancorp Inc (“NWSB”) to solicit proxies on behalf of the Company in connection with its Special Meeting of Stockholders and Members (the “Meeting”) scheduled for 2009.
NORTHWEST SAVINGS BANK NORTHWEST BANCORP, INC. EMPLOYMENT AGREEMENT FOR TIMOTHY A. HUBEREmployment Agreement • March 16th, 2010 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
This Employment Agreement (“Agreement”) is made effective as of the 1st day of September, 2007 (the “Effective Date”) by and between (i) Northwest Savings Bank (the “Bank”), a Pennsylvania-chartered stock savings bank and Northwest Bancorp, Inc. (the “Company”), a federally-chartered corporation, each with its principal administrative office at Liberty and Second Streets, Warren, Pennsylvania 16365 (collectively referred to as the “Employer”), and (ii) Timothy A. Huber (“Executive”).
ACKNOWLEDGEMENT AND WAIVER WILLIAM J. WAGNERNorthwest Bancshares, Inc. • March 1st, 2018 • National commercial banks
This Acknowledgment and Waiver, dated as of December 21, 2017, relates to the Employment Agreement by and between Northwest Bank (“Bank”) and Northwest Bancshares, Inc., (“Company”) and William J. Wagner (“Executive”) dated March 4, 2015 (“Agreement”).
ACKNOWLEDGEMENT AND WAIVER WILLIAM W. HARVEY, JR.Northwest Bancshares, Inc. • March 1st, 2018 • National commercial banks
This Acknowledgment and Waiver, dated as of December 21, 2017, relates to the Employment Agreement by and between Northwest Bank (“Bank”) and Northwest Bancshares, Inc., (“Company”) and William J. Harvey, Jr. (“Executive”) dated March 4, 2015 (“Agreement”).
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • May 14th, 2018 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided, or made available, to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present
NORTHWEST BANCSHARES, INC. Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee SUBORDINATED DEBT SECURITIES INDENTURE Dated as ofIndenture • November 20th, 2017 • Northwest Bancshares, Inc. • National commercial banks • New York
This INDENTURE, dated as of , is made by and between NORTHWEST BANCSHARES, INC., a Maryland corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee (the “Trustee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FOR WILLIAM W. HARVEY, JR.Employment Agreement • July 6th, 2010 • Northwest Bancshares, Inc. • National commercial banks
This First Amendment (“Amendment”) to the Employment Agreement by and between Northwest Savings Bank (“Bank”) and Northwest Bancshares, Inc., (“Company”) and William W. Harvey, Jr. (“Executive”) dated September 1, 2007 (“Agreement”) is made effective July 1, 2010.
INCENTIVE STOCK OPTION AWARD AGREEMENT STOCK OPTION Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC.Incentive Stock Option Award Agreement • May 14th, 2018 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidia
AGREEMENT AND PLAN OF MERGER By and Among DONEGAL MUTUAL INSURANCE COMPANY, DONEGAL GROUP INC., DONEGAL FINANCIAL SERVICES CORPORATION and Northwest Bancshares, Inc. dated as of June 11, 2018Agreement and Plan of Merger • June 12th, 2018 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 11, 2018, is entered into among Donegal Mutual Insurance Company, a Pennsylvania-domiciled mutual insurance company (“DMIC”), Donegal Group Inc., a Delaware corporation (“DGI”), Donegal Financial Services Corporation, a Delaware corporation (the “Company”) (DMIC, DGI and the Company, each a “Seller” and collectively “Sellers”), and Northwest Bancshares, Inc., a Maryland corporation (“Buyer”). Sellers and Buyer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” The Company shall not be considered a Seller for purposes of any obligation to be fulfilled or action taken after the Closing.
NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. EMPLOYMENT AGREEMENT FOR Douglas M. Schosser This Agreement is made effective as of the 18th day of March, 2024 ("Effective Date") by and between (i) Northwest Bank (the "Bank"), a Pennsylvania-chartered...Northwest Bancshares, Inc. • February 26th, 2024 • National commercial banks
AND NORTHWEST BANCSHARES, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 1st, 2017 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
This Change in Control Agreement (the "Agreement") is made effective as of August 15 2015 (the "Effective Date") by and between Northwest Bank, a Pennsylvania-chartered stock savings bank (the "Bank"), and Michael W. Bickerton (the "Executive"). Any reference to "Company" herein shall mean Northwest Bancshares, Inc., or any successor thereto.
ASSET PURCHASE AGREEMENT DATED AS OF APRIL 1, 2021, BY AND AMONG THE BERT COMPANY (DOING BUSINESS AS NORTHWEST INSURANCE SERVICES), USI INSURANCE SERVICES LLC, AND NORTHWEST BANKAsset Purchase Agreement • April 6th, 2021 • Northwest Bancshares, Inc. • National commercial banks • Delaware
Restricted Stock Unit Award Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC.Restricted Stock Unit Award • May 18th, 2022 • Northwest Bancshares, Inc. • National commercial banks
This restricted stock unit agreement (“Restricted Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Unit Award pursuant to the Plan. The holder of this Restricted Stock Unit Award (the “Participant”) hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitte
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT EXIBIT 10.1 STOCK OPTION Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2018 EQUITY INCENTIVE PLAN This stock option agreement (“Option” or “Agreement”) is and will be subject in...Non-Qualified Stock Option Award Agreement • July 2nd, 2020 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
INCENTIVE STOCK OPTION AWARD AGREEMENT EXIBIT 10.2 STOCK OPTION Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2018 EQUITY INCENTIVE PLAN This stock option agreement (“Option” or “Agreement”) is and will be subject in every...Incentive Stock Option Award Agreement • July 2nd, 2020 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
Restricted Stock Award Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC.Restricted Stock • May 18th, 2022 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FOR GREGORY C. LAROCCAEmployment Agreement • July 6th, 2010 • Northwest Bancshares, Inc. • National commercial banks
This First Amendment (“Amendment”) to the Employment Agreement by and between Northwest Savings Bank (“Bank”) and Northwest Bancshares, Inc., (“Company”) and Gregory C. LaRocca (“Executive”) dated September 1, 2007 (“Agreement”) is made effective July 1, 2010.
INDEPENDENT CONTRACTOR CONSULTING AGREEMENTIndependent Contractor Consulting Agreement • September 21st, 2023 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
This Independent Contractor Consulting Agreement (this “Agreement”) is made the September 20, 2023, by and between William W. Harvey, Jr. (“Consultant”), Northwest Bancshares, Inc., a Maryland corporation (the “Company”), and Northwest Bank, a Pennsylvania state-charted stock savings bank (the “Bank”) (the Company and the Bank shall be referred to collectively as “Northwest”).
125,000,000 Aggregate Principal Amount ofUnderwriting Agreement • September 9th, 2020 • Northwest Bancshares, Inc. • National commercial banks • New York
Northwest Bancshares, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to Piper Sandler & Co. (the “Underwriter”), subject to the terms and conditions stated herein, $125,000,000 aggregate principal amount of its 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”).
NORTHWEST SAVINGS BANK AND NORTHWEST BANCSHARES, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • July 6th, 2010 • Northwest Bancshares, Inc. • National commercial banks • Pennsylvania
This Change in Control Agreement (the “Agreement”) is made effective as of (the “Effective Date”) by and between Northwest Savings Bank, a Pennsylvania savings bank (the “Bank”), and (the “Executive”). Any reference to “Company” herein shall mean Northwest Bancshares, Inc., or any successor thereto.
