HAMILTON BANCORP, INC. (a Maryland corporation) Up to 3,220,000 Shares (Subject to Increase Up to 3,703,000 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • July 27th, 2012 • Hamilton Bancorp, Inc. • Savings institution, federally chartered • Missouri
EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2012 • Hamilton Bancorp, Inc. • Savings institution, federally chartered • Maryland
This Employment Agreement (the “Agreement”) is made effective as of October 10, 2012 (the “Effective Date”), by and between Hamilton Bank, a federally-chartered savings bank (the “Bank”) and Robert A. DeAlmeida (“Executive”). Any reference to the “Company” shall mean Hamilton Bancorp, Inc., the stock holding company of the Bank.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • June 26th, 2015 • Hamilton Bancorp, Inc. • Savings institution, federally chartered • Maryland
This Change in Control Agreement (this “Agreement”) is made effective as of February 27, 2015 (the “Effective Date”), by and between Hamilton Bank, a federally-chartered savings bank (the “Bank”) and Ellen R. Fish (“Executive”). Any reference to the “Company” shall mean Hamilton Bancorp, Inc., the stock holding company of the Bank.
CONFIDENTIALHamilton Bancorp, Inc. • June 15th, 2012
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 Hamilton Bank (the “Bank”) in connection with the proposed mutual-to-stock conversion of the Bank and the concurrent sale of common stock of a new stock holding company (the “Stock Company”) to be formed in connection with the Conversion.
Restricted Stock Award Granted by HAMILTON BANCORP, INC. under the HAMILTON BANCORP, INC.Restricted Stock Award • February 5th, 2014 • Hamilton Bancorp, Inc. • Savings institution, federally chartered • Maryland
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 Hamilton Bancorp, 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 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 meaning
April 3, 2012Hamilton Bancorp, Inc. • June 15th, 2012
This letter sets forth the agreement between Hamilton Bank, Towson, Maryland (the “Bank”), and RP® Financial, LC (“RP Financial”) for independent appraisal services in connection with the stock to be issued concurrent with the Bank’s proposed mutual-to-stock conversion transaction. The specific appraisal services to be rendered by RP Financial are described below.
HAMILTON BANCORP, INC. (a Maryland corporation) Up to 3,220,000 Shares (Subject to Increase Up to 3,703,000 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT August 13, 2012Letter Agreement • August 17th, 2012 • Hamilton Bancorp, Inc. • Savings institution, federally chartered • Missouri
HAMILTON BANK EXECUTIVE SPLIT DOLLAR AGREEMENTExecutive Split Dollar Agreement • June 15th, 2012 • Hamilton Bancorp, Inc. • Maryland
This EXECUTIVE SPLIT DOLLAR AGREEMENT is entered into as of this 30th day of January, 2008, by and between Hamilton Bank, a federally chartered savings institution with its main office in Baltimore, MD (“the Bank”) and Robert DeAlmeida, President of the Bank (“the Executive”). This Executive Split Dollar Agreement shall append the Split Dollar Endorsement entered into on even date herewith, or as subsequently amended, by and between the Executive and the Bank.
EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2012 • Hamilton Bancorp, Inc. • Savings institution, federally chartered • Maryland
This Employment Agreement (the “Agreement”) is made effective as of October 10, 2012 (the “Effective Date”), by and between Hamilton Bancorp, Inc. (the “Company”) and Robert A. DeAlmeida (“Executive”). Any reference to the “Bank” shall mean Hamilton Bank, a federally-chartered savings bank that is the wholly-owned subsidiary of the Company.
ContractHamilton Bancorp, Inc. • June 15th, 2012
Upon a motion by Mr. Novier, seconded by Mr. R. Frome and carried, the following Agreement for Deferment of Directors Fees was adopted.
Stock Option Granted by HAMILTON BANCORP, INC. under the HAMILTON BANCORP, INC.2013 Equity Incentive Plan • February 5th, 2014 • Hamilton Bancorp, Inc. • 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 Hamilton Bancorp, 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 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.
March 9, 2012Hamilton Bancorp, Inc. • June 15th, 2012 • Maryland
AGREEMENT FOR DEFERMENT OF SALARIESHamilton Bancorp, Inc. • June 15th, 2012
By resolution of the Board of Directors of Hamilton Federal Savings and Loan Association the following agreement for the unfunded deferment of payment of salaries has been adopted effective January 1, 1986.
AGREEMENT FOR DEFERMENT OF SALARIESHamilton Bancorp, Inc. • July 27th, 2012 • Savings institution, federally chartered
By resolution of the Board of Directors of Hamilton Federal Savings and Loan Association the following agreement for the unfunded deferment of payment of salaries has been adopted effective January 1, 1986.
AGREEMENT AND PLAN OF MERGER By and Among HAMILTON BANCORP, INC., HAMILTON ACQUISITION CORP. II And FRATERNITY COMMUNITY BANCORP, INC. Dated as of October 12, 2015Agreement and Plan of Merger • October 14th, 2015 • Hamilton Bancorp, Inc. • Savings institution, federally chartered • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 12, 2015, is by and among (i) Hamilton Bancorp, Inc., a Maryland corporation (“Hamilton Bancorp”), (ii) Hamilton Acquisition Corp II, a Maryland corporation and wholly-owned subsidiary of Hamilton Bancorp (“Merger Sub”), and (iii) Fraternity Community Bancorp, Inc., a Maryland corporation (“FCB”). Each of Hamilton Bancorp, Merger Sub and FCB is sometimes individually referred to herein as a “Party,” and Hamilton Bancorp, Merger Sub and FCB are collectively sometimes referred to as the “Parties.”
Stock Option Granted by HAMILTON BANCORP, INC. under the HAMILTON BANCORP, INC.2013 Equity Incentive Plan • February 5th, 2014 • Hamilton Bancorp, Inc. • 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 Hamilton Bancorp, 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 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.
ContractParticipation Election Agreement • July 27th, 2012 • Hamilton Bancorp, Inc. • Savings institution, federally chartered
Upon a motion by Mr. Novier, seconded by Mr. R. Frome and carried, the following Agreement for Deferment of Directors Fees was adopted.
AGREEMENT AND PLAN OF MERGER By and Among HAMILTON BANCORP, INC., HAMILTON ACQUISITION CORP. And FAIRMOUNT BANCORP, INC. Dated as of April 15, 2015Agreement and Plan of Merger • April 16th, 2015 • Hamilton Bancorp, Inc. • Savings institution, federally chartered • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 15, 2015, is by and among (i) Hamilton Bancorp, Inc., a Maryland corporation (“Buyer”), (ii) Hamilton Acquisition Corp., a Maryland corporation and wholly-owned subsidiary of Buyer (“Merger Sub”), and (iii) Fairmount Bancorp, Inc., a Maryland corporation (“Seller”). Each of Buyer, Merger Sub and Seller is sometimes individually referred to herein as a “Party,” and Buyer, Merger Sub and Seller are collectively sometimes referred to as the “Parties.”
