CONFIDENTIALFairmount Bancorp, Inc. • June 9th, 2011 • Savings institution, federally chartered
Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is pleased to submit this letter agreement setting forth the terms of the proposed engagement of Stifel Nicolaus as data processing records management agent (the “Records Agent”) for Fullerton Federal Savings Association (the “Bank”) in connection with the proposed mutual-to-stock conversion of the Bank, the simultaneous merger of the Bank into the Fairmount Bank and the concurrent sale of common stock of Fairmount Bancorp, Inc. (the “Stock Company”)to eligible members of Fullerton and the employee stock ownership plan of the Stock Company in a subscription offering with any remaining shares offered to members of the public in a community offering (the “Merger Conversion”).
FAIRMOUNT BANCORP, INC. FAIRMOUNT BANK Change in Control Severance AgreementControl Severance Agreement • February 8th, 2010 • Fairmount Bancorp, Inc. • State commercial banks • Maryland
THIS Change in Control Severance Agreement (the “Agreement”) is dated effective as of the (Enter Date)* (the “Effective Date”), by and between (Employee Name) (the “Employee”), Fairmount Bank (the “Bank”), and Fairmount Bancorp, Inc. (the “Holding Company”).
FAIRMOUNT BANCORP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2010 • Fairmount Bancorp, Inc. • State commercial banks • Maryland
THIS AGREEMENT (the “Agreement”) is made and entered into this day of , 2010, by and between Fairmount Bancorp, Inc., a Maryland corporation (the “Company”), and Joseph M. Solomon (“Executive”).
FAIRMOUNT BANCORP, INC. (a Maryland corporation) Up to 575,000 Shares (Subject to Increase Up to 661,250 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share FORM OF AGENCY AGREEMENTBrokers Agreement • March 24th, 2010 • Fairmount Bancorp, Inc. • State commercial banks • Missouri
FAIRMOUNT BANK EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2010 • Fairmount Bancorp, Inc. • State commercial banks • Maryland
THIS AGREEMENT (the “Agreement”) entered into this day of , 2010 by and between Fairmount Bank located at 8216 Philadelphia Road, Baltimore, Maryland 21237 (the “Bank”), and Joseph M. Solomon (“Executive”).
August 5, 2011 PERSONAL AND CONFIDENTIAL Mr. Joseph M. Solomon President and Chief Executive Officer Fairmount Bancorp, Inc. Fairmount Bank Baltimore, Maryland 21237 Dear Mr. Solomon:Personal and Confidential • August 12th, 2011 • Fairmount Bancorp, Inc. • Savings institution, federally chartered
This letter agreement (this “Agreement”) hereby amends and restates the letter agreement dated May 20, 2011 by and between Fairmount Bancorp, Inc. (the “Company”) and Stifel, Nicolaus & Company, Inc. (“Stifel Nicolaus”) and is to confirm our understanding of the basis upon which Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is being engaged by Fairmount Bancorp, Inc. and Fairmount Bank (on a joint and several basis and collectively with their respective present and future subsidiaries and affiliates and any entities they may form or invest in, the “Company”).
FAIRMOUNT BANCORP, INC.Fairmount Bancorp, Inc. • March 1st, 2011 • Savings institution, federally chartered • Maryland
INCENTIVE STOCK OPTION AGREEMENT UNDER THE FAIRMOUNT BANCORP, INC.Incentive Stock Option Agreement • February 28th, 2012 • Fairmount Bancorp, Inc. • Savings institution, federally chartered • Maryland
THIS AGREEMENT is entered into as of , 201 , between FAIRMOUNT BANCORP, INC. (the “Company”) and (“Optionee”) (the “Agreement”), in accordance with the terms of the FAIRMOUNT BANCORP, INC. 2010 Stock Option Plan (the “Plan”). Capitalized terms shall have the same meaning as set forth in the Plan, unless the context clearly indicates otherwise.
FAIRMOUNT BANCORP, INC. (a Maryland corporation) Up to 48,936 Shares (Subject to Increase Up to 56,276 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $14.10 Per Share AGENCY AGREEMENT August 12, 2011Agency Agreement • August 26th, 2011 • Fairmount Bancorp, Inc. • Savings institution, federally chartered • New York
FAIRMOUNT FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2009 • Fairmount Bancorp, Inc. • Maryland
THE AGREEMENT entered into as of the 31st day of March, 2008, by and between Fairmount Federal Savings Bank (the “Bank”), and Joseph M. Solomon (the “Employee”), effective as of the above date (the “Effective Date”).
FELDMAN FINANCIAL ADVISORS, INC.Fairmount Bancorp, Inc. • December 17th, 2009
This letter sets forth the agreement (“Agreement”) between Fairmount Bank (“Fairmount” or the “Bank”) and Feldman Financial Advisors, Inc. (“FFA”), whereby Fairmount has engaged FFA to provide an independent appraisal of the estimated aggregate pro forma market value (the “Valuation”) of the shares of common stock that are to be issued and sold by the Bank (or, if applicable, its newly formed holding company) in connection with the conversion (“Conversion”) of the Bank from the mutual to the stock form of organization.
RESTRICTED STOCK AGREEMENT UNDER THE FAIRMOUNT BANCORP 2010 RECOGNITION AND RETENTION PLAN AND TRUST AGREEMENTRestricted Stock Agreement • February 28th, 2012 • Fairmount Bancorp, Inc. • Savings institution, federally chartered • Maryland
The shares of Restricted Stock granted hereby are subject to the terms, conditions, restrictions and other provisions of the Plan as fully as if all such provisions were set forth in their entirety in this Agreement. If any provision of this Agreement conflicts with a provision of the Plan, the Plan provision shall control. The Award Recipient acknowledges that a copy of the Plan and a prospectus summarizing the Plan was distributed or made available to the Award Recipient and that the Award Recipient was advised to review such materials prior to entering into this Agreement. The Award Recipient waives the right to claim that the provisions of the Plan are not binding upon the Award Recipient and the Award Recipient’s heirs, executors, administrators, legal representatives and successors.
AGREEMENT AND PLAN OF CONVERSION MERGERAgreement and Plan Of • May 17th, 2011 • Fairmount Bancorp, Inc. • Savings institution, federally chartered • Maryland
THIS AGREEMENT AND PLAN OF CONVERSION MERGER (“Agreement”) is entered into as of this 11th day of May, respectively, by and among Fairmount Bancorp, Inc. (“Fairmount”), a Maryland corporation, Fairmount Bank (the “Bank”), a federal stock savings association and the wholly-owned subsidiary of Fairmount, and Fullerton Federal Savings Association (“Fullerton Federal”), a federal mutual savings association.
FAIRMOUNT BANCORP, INC. (a Maryland corporation) Up to Shares (Subject to Increase Up to Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $ Per Share FORM OF AGENCY AGREEMENTFairmount Bancorp, Inc. • August 12th, 2011 • Savings institution, federally chartered • New York
NON-INCENTIVE STOCK OPTION AGREEMENT UNDER THE FAIRMOUNT BANCORP, INC.Non-Incentive Stock Option Agreement • February 28th, 2012 • Fairmount Bancorp, Inc. • Savings institution, federally chartered • Maryland
THIS AGREEMENT is entered into as of , 2012, between FAIRMOUNT BANCORP, INC. (the “Company”) and (“Optionee”) (the “Agreement”), in accordance with the terms of the FAIRMOUNT BANCORP, INC. 2010 Stock Option Plan (the “Plan”). Capitalized terms shall have the same meaning as set forth in the Plan, unless the context clearly indicates otherwise.
CONFIDENTIALFairmount Bancorp, Inc. • August 12th, 2011 • Savings institution, federally chartered
Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is pleased to submit this amended letter agreement setting forth the terms of the proposed engagement of Stifel Nicolaus as data processing records management agent (the “Records Agent”) for Fullerton Federal Savings Association (the “Bank”) in connection with the proposed mutual-to-stock conversion of the Bank, the simultaneous merger of the Bank into the Fairmount Bank and the concurrent sale of common stock of Fairmount Bancorp, Inc. (the “Stock Company”)to eligible members of Fullerton and the employee stock ownership plan of the Stock Company in a subscription offering with any remaining shares offered to members of the public in a community offering (the “Merger Conversion”). This letter hereby amends and restates the letter agreement dated May 12, 2011 by and between the Bank and Stifel Nicolaus.
RP® FINANCIAL, LC. Serving the Financial Services Industry Since 1988Fairmount Bancorp, Inc. • December 17th, 2009
This letter sets forth the agreement between Fairmount Bank, Baltimore, Maryland (the “Bank”), and RP® Financial, LC. (“RP Financial”), whereby the Bank has engaged RP Financial to prepare the regulatory business plan and financial projections to be adopted by the Bank’s Board of Directors in conjunction with the mutual-to-stock conversion transaction, whereby the Bank will become a wholly-owned subsidiary of the newly-formed stock holding company. These services are described in greater detail below.
FELDMAN FINANCIAL ADVISORS, INC.Fairmount Bancorp, Inc. • June 9th, 2011 • Savings institution, federally chartered
This letter sets forth the agreement (“Agreement”) between Fullerton Federal Savings Association (“Fullerton” or the “Association”) and Feldman Financial Advisors, Inc. (“FFA”), whereby Fullerton has engaged FFA to provide an independent appraisal of the estimated aggregate pro forma market value (the “Valuation”) of Fullerton in connection with the Association’s proposed mutual-to-stock conversion and simultaneous merger (“Conversion Merger”) with Fairmount Bank, a wholly owned subsidiary of Fairmount Bancorp, Inc.
Joint Filing AgreementJoint Filing Agreement • November 14th, 2011 • Fairmount Bancorp, Inc. • Savings institution, federally chartered
The undersigned hereby acknowledge and agree that the foregoing statement on Schedule 13G with respect to the shares of Common Stock of Fairmount Bancorp, Inc., is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
