Charter Financial Corp Sample Contracts

Charter Financial Corporation (a Maryland-chartered Stock Corporation) Up to 15,525,000 Shares COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT February 11, 2013
Agency Agreement • February 15th, 2013 • Charter Financial Corp • Savings institution, federally chartered • New York
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Employment Agreement
Employment Agreement • December 24th, 2009 • Charter Financial Corp • Georgia

This employment agreement (the “Agreement”) is made and entered into as of August 15, 2002 by and between charter financial corporation, a federally-chartered corporation having an office at 600 Third Avenue, West Point, GA 31833 (the “Company”) and Robert L. Johnson, an individual residing at 3345 Barnes Mill Road, Hamilton, GA 31811 (the “Executive”).

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One-Year Change of Control Agreement
Change of Control Agreement • December 24th, 2009 • Charter Financial Corp • Georgia

This Change of Control Agreement (the “Agreement”) is made and entered into as of August 13, 2002 by and among CharterBank, a federally-chartered savings bank having an office at 600 Third Avenue, West Point, GA 31833 (the “Bank”), Charter Financial Corporation, a federally-chartered corporation having an office at 600 Third Avenue, West Point, GA 31833 (the “Company”) and Lee Washam (the “Officer”).

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CHARTERBANK SALARY CONTINUATION PLAN
Salary Continuation Plan • December 24th, 2009 • Charter Financial Corp • Georgia

THIS SALARY CONTINUATION PLAN AGREEMENT (this “Agreement”) is entered into as of this first day January, 2009 by and between Charterbank, a federally chartered thrift, supervised by the Office of Thrift Supervision (the “Employer”), located in West Point, Georgia, and Lee Washam, an individual resident of Georgia (hereinafter referred to as the “Executive” or “Participant”) .

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ENDORSEMENT SPLIT-DOLLAR AGREEMENT Effective June 1, 2006
Endorsement Split-Dollar Agreement • December 24th, 2009 • Charter Financial Corp • Georgia

This Endorsement Split-Dollar Agreement (“Agreement”) made and entered into by and between CharterBank, West Point, Georgia (“Employer”) and Thomas M. Lane (“Director”);

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 9th, 2018 • Charter Financial Corp • Savings institution, federally chartered • Florida

This Agreement and Plan of Merger (this “Agreement”) is dated as of April 24, 2018, by and between CenterState Bank Corporation, a Florida corporation (“CenterState”), and Charter Financial Corporation, a Maryland corporation (“Charter” and, together with CenterState, the “Parties” and each a “Party”).

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CharterBank SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • December 14th, 2012 • Charter Financial Corp • Savings institution, federally chartered • Georgia

THIS SPLIT DOLLAR AGREEMENT (this “Agreement”) is entered into as of this 18th day June, 2010 by and between CharterBank (the “Employer”), and CURT KOLLAR, an individual resident of GEORIGA (hereinafter referred to as the “Executive”).

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November 6, 2012
Charter Financial Corp • December 14th, 2012 • Savings institution, federally chartered

This letter sets forth the agreement between CharterBank (the “Company”), subsidiary of First Charter, MHC, West Point, Georgia (the “MHC”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the mutual-to-stock conversion of the MHC. The specific appraisal services to be rendered by RP Financial are described below. These appraisal services will be rendered by a team of senior members of our firm and will be directed by the undersigned.

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Restricted Stock Award
Equity Incentive Plan • March 21st, 2014 • Charter Financial Corp • Savings institution, federally chartered

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2013 Equity Incentive Plan (the “Plan”) of Charter Financial Corporation (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 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 will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same m

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AMENDMENT TO TWO-YEAR CHANGE OF CONTROL AGREEMENT with LEE WASHAM
Change of Control Agreement • December 21st, 2015 • Charter Financial Corp • Savings institution, federally chartered

THIS AMENDMENT (this “Amendment”), effective as of December 15, 2015, by and between CharterBank, a federally-chartered savings bank (the “Bank”), Charter Financial Corporation, a Maryland corporation and successor to Charter Financial Corporation, a federally-chartered corporation (the “Company”), and Lee Washam (the “Officer”), amends that certain Two-Year Change of Control Agreement, dated as of December 23, 2009, by and between the Bank, the Company and the Officer (the “Change of Control Agreement”).

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CHARTERBANK AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR CURTIS R. KOLLAR
Charterbank • December 21st, 2015 • Charter Financial Corp • Savings institution, federally chartered • Georgia

CharterBank, a federally chartered thrift (the “Employer”) has adopted this Amended and Restated CharterBank Supplemental Executive Retirement Plan Agreement for Curtis R. Kollar (the “Plan”) to provide supplemental retirement benefits to Curtis R. Kollar, an individual resident of Georgia (the “Executive”), in recognition of his service and contributions made to the Employer. The Salary Continuation Plan between Employer and Executive was originally entered into on January 1, 2009 to encourage the Executive to remain an employee of the Employer and to provide salary continuation benefits to the Executive from the Employer’s general assets and was subsequently frozen as of June 30, 2012. Thereafter, the Employer adopted the Supplemental Executive Retirement Plan Agreement on September 25, 2012 between the Employer and the Executive to provide certain supplemental nonqualified pension benefits to the Executive. For ease of ongoing administrator, the Employer is now consolidating these p

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2015 • Charter Financial Corp • Savings institution, federally chartered • Georgia

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of December 15, (the “Effective Date”), by and between CHARTER FINANCIAL CORPORATION, a Maryland corporation having an office at 1233 O.G. Skinner Dr., West Point, GA 31833 (the “Company”) and ROBERT L. JOHNSON (“Executive”). This Agreement amends and restates in its entirety that certain amended and restated Employment Agreement by and between the Company and Executive dated as of December 5, 2014 (the “Prior Agreement”).

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AMENDMENT TO FREEZE BENEFIT ACCRUALS UNDER THE CHARTERBANK SALARY CONTINUATION PLAN
Freeze Benefit Accruals Under • December 14th, 2012 • Charter Financial Corp • Savings institution, federally chartered

This Amendment is adopted this 25th day of September, 2012, by and between CharterBank (the “Employer”) and Lee Washam, an individual resident of the State of Georgia (the “Executive”).

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ENDORSEMENT SPLIT-DOLLAR
Endorsement, Split-Dollar Agreement • December 24th, 2009 • Charter Financial Corp • Georgia

This Endorsement, Split-Dollar Agreement (“Agreement”) made and entered into by and between CharterBank, West Point, Georgia (“Employer”) and David L. Strobel (“Director”);

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ENDORSEMENT SPLIT-DOLLAR
Endorsement Split-Dollar Agreement • December 24th, 2009 • Charter Financial Corp • Georgia

This Endorsement Split-Dollar Agreement (“Agreement”) made and entered into by and between CharterBank, West Point, Georgia (“Employer”) and Jane W. Darden (“Director”);

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AGREEMENT AND PLAN OF MERGER BY AND AMONG CHARTER FINANCIAL CORPORATION, CHARTER MERGER SUB, LLC AND RESURGENS BANCORP Dated as of June 1, 2017
Agreement and Plan of Merger • June 1st, 2017 • Charter Financial Corp • Savings institution, federally chartered • Georgia

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 1, 2017 is by and among Charter Financial Corporation, a Maryland corporation (“Buyer”), Charter Merger Sub, LLC, a Georgia limited liability company of which Buyer is the sole member (“Merger Sub”), and Resurgens Bancorp, a Georgia corporation (“Seller”).

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Charter Financial Corporation (a Maryland-chartered Stock Corporation) Up to Shares COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT
Agency Agreement • January 29th, 2013 • Charter Financial Corp • Savings institution, federally chartered • Maryland

The undersigned understands that Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) as representative of the several Agents and Sterne Agee & Leach, Inc. (“Sterne Agee”, and together with Stifel the “Agents”) propose to enter into an Agency Agreement (the “Agency Agreement”) with Charter Financial Corporation, a newly-formed Maryland corporation (the “Company”), Charter Financial Corporation, a federally-chartered stock corporation (the existing corporation referred to herein as the “Mid-Tier”), First Charter, MHC, a federally chartered mutual holding company (the “MHC”) and Charter Bank, a federally-chartered savings bank (the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Charter Parties”), providing for the public offering (the “Public Offering”) by the Agents, of up to [super max] shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

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CHARTER FINANCIAL CORPORATION
Equity Incentive Plan • March 21st, 2014 • Charter Financial Corp • Savings institution, federally chartered

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2013 Equity Incentive Plan (the “Plan”) of Charter Financial Corporation (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 Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

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EMPLOYMENT AGREEMENT
Employment Agreement • November 4th, 2016 • Charter Financial Corp • Savings institution, federally chartered • Georgia

THIS AGREEMENT ("Agreement') is made and entered into as of this 3rd day November, 2016, by and between Curt Johnson, an individual resident of the State of Alabama("Executive"), and CharterBank, a federally chartered savings association (the “Employer”) and Charter Financial Corporation, a Maryland corporation (“Charter Financial”).

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CHARTERBANK AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR LEE W. WASHAM
Supplemental Executive Retirement Plan Agreement • December 21st, 2015 • Charter Financial Corp • Savings institution, federally chartered • Georgia

CharterBank, a federally chartered thrift (the “Employer”) has adopted this Amended and Restated CharterBank Supplemental Executive Retirement Plan Agreement for Lee W. Washam (the “Plan”) to provide supplemental retirement benefits to Lee W. Washam, an individual resident of Georgia (the “Executive”), in recognition of his service and contributions made to the Employer. The Salary Continuation Plan between Employer and Executive was originally entered into on January 1, 2009 to encourage the Executive to remain an employee of the Employer and to provide salary continuation benefits to the Executive from the Employer’s general assets and was subsequently frozen as of June 30, 2012. Thereafter, the Employer adopted the Supplemental Executive Retirement Plan Agreement on September 25, 2012 between the Employer and the Executive to provide certain supplemental nonqualified pension benefits to the Executive. For ease of ongoing administrator, the Employer is now consolidating these plans i

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November 24, 2009
Charter Financial Corp • December 24th, 2009

This letter sets forth the agreement between CharterBank (the “Company”), subsidiary of First Charter, MHC, West Point, Georgia (the “MHC”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the mutual-to-stock conversion of the MHC. The specific appraisal services to be rendered by RP Financial are described below. These appraisal services will be rendered by a team of senior members of our firm and will be directed by the undersigned.

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AMENDMENT TO FREEZE BENEFIT ACCRUALS UNDER THE CHARTERBANK SALARY CONTINUATION PLAN
Continuation Plan • December 14th, 2012 • Charter Financial Corp • Savings institution, federally chartered

This Amendment is adopted this 25th day of September, 2012, by and between CharterBank (the “Employer”) and Robert Johnson, an individual resident of the State of Alabama (the “Executive”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG CHARTER FINANCIAL CORPORATION, CHFN MERGER SUB, LLC AND CBS FINANCIAL CORPORATION Dated as of December 3, 2015
Agreement and Plan of Merger • February 8th, 2016 • Charter Financial Corp • Savings institution, federally chartered • Georgia

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 3, 2015 is by and among Charter Financial Corporation, a Maryland corporation (“Buyer”), CHFN Merger Sub, LLC, a Georgia limited liability company of which Buyer is the sole member (“Merger Sub”), and CBS Financial Corporation, a Georgia corporation (“Seller”).

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CHARTER FINANCIAL CORPORATION
Equity Incentive Plan • March 21st, 2014 • Charter Financial Corp • Savings institution, federally chartered

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2013 Equity Incentive Plan (the “Plan”) of Charter Financial Corporation (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 Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 12th, 2014 • Charter Financial Corp • Savings institution, federally chartered • Georgia

This INDEMNIFICATION AGREEMENT is made and entered into as of ________________,_______, by and between CHARTER FINANCIAL CORPORATION, a Maryland corporation (the “Corporation”), and ________________, an officer, member of the Board of Directors or other employee or agent of the Corporation (“Indemnitee”).

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