PURCHASE AND ASSUMPTION AGREEMENT dated as of DECEMBER 2, 2020 between BERKSHIRE BANK and INVESTORS BANKPurchase and Assumption Agreement • December 3rd, 2020 • Investors Bancorp, Inc. • State commercial banks • New Jersey
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of December 2, 2020 (this “Agreement”), between Berkshire Bank, a trust company organized under the laws of the Commonwealth of Massachusetts, with its principal office located in Pittsfield, Massachusetts (“Seller”), and Investors Bank, a commercial bank organized under the laws of the State of New Jersey, with its principal office located in Short Hills, New Jersey (“Purchaser”).
NEW INVESTORS BANCORP, INC. up to 230,000,000 Shares (subject to increase up to 264,500,000 shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • February 11th, 2014 • New Investors Bancorp, Inc. • State commercial banks • New York
AGREEMENT AND PLAN OF MERGER BETWEEN INVESTORS BANCORP, INC., A DELAWARE CORPORATION AND GOLD COAST BANCORP, INC., A NEW YORK CORPORATION DATED AS OF JULY 24, 2019Agreement and Plan of Merger • July 30th, 2019 • Investors Bancorp, Inc. • State commercial banks • New York
ROMA BANK SPLIT DOLLAR LIFE INSURANCE AGREEMENTSplit Dollar Life Insurance Agreement • February 11th, 2014 • New Investors Bancorp, Inc. • State commercial banks • New Jersey
THIS SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the “Agreement”) is entered into this 25th day of July, 2007, by and between Roma Bank, a savings association located in Robbinsville, New Jersey (the “Bank”), and Michele N. Siekerka (the “Director”).
INVESTORS BANCORP, INC. EMPLOYMENT AGREEMENT FOREmployment Agreement • March 2nd, 2015 • Investors Bancorp, Inc. • State commercial banks • Delaware
This Amended and Restated Employment Agreement is effective as of the 26th day of January 2015, by and between Investors Bancorp, Inc., a Delaware corporation (the “Company”), which is the holding company for Investors Savings Bank (the “Bank”), and Sean Burke (“Executive”).
AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2016 • Investors Bancorp, Inc. • State commercial banks
This AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 1, 2016 by and among Investors Bancorp, Inc., a Delaware corporation (the “Company”) and Paul Kalamaras (“Executive”).
July 22, 2013New Investors Bancorp, Inc. • December 20th, 2013 • Virginia
This letter sets forth the agreement between Investors Bancorp, Inc. (the “Company”), a subsidiary of Investors Bancorp, MHC, Short Hills, New Jersey (the “MHC”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the mutual-to-stock conversion of the MHC (the “second step” conversion). 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.
85,574,890 Shares NEW INVESTORS BANCORP, INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2014 • New Investors Bancorp, Inc. • State commercial banks • New York
AGREEMENTAgreement • May 10th, 2017 • Investors Bancorp, Inc. • State commercial banks • Delaware
This AGREEMENT (the “Agreement”) is made and entered into as of March 27, 2017, by and among Investors Bancorp, Inc., a Delaware corporation (the “Company”) and Blue Harbour Group, L.P., a Delaware limited partnership (“Blue Harbour”). Certain capitalized terms used in this Agreement are defined in Section 9.
INVESTORS BANCORP, INC. EMPLOYMENT AGREEMENT FOR THOMAS F. SPLAINE, JR.Employment Agreement • December 20th, 2013 • New Investors Bancorp, Inc. • Delaware
This Agreement was originally effective as of the 15th day of November, 2005 by and between Investors Bancorp, Inc., a Delaware corporation (the “Company”), with its principal administrative office at 101 JFK Parkway, Short Hills, New Jersey 07078, and Thomas F. Splaine, Jr. (“Executive”). The Agreement is hereby amended effective as of August 21, 2007, as provided below, in order to conform the Agreement to Section 409A of the Internal Revenue Code, as amended (the “Code”) and the final regulations (the “Final Regulations”) promulgated thereunder, and for certain other purposes.
Acknowledgement and ConsentAcknowledgement and Consent • July 10th, 2018 • Investors Bancorp, Inc. • State commercial banks
This Acknowledgement and Consent (the "Acknowledgement and Consent") is entered into pursuant to the Employment Agreement (the "Employment Agreement"), dated as of August 18, 2008, by and between Domenick Cama ("Executive") and Investors Bancorp, Inc. (the "Company"), and is effective as of July 9, 2018.
PURCHASE AGREEMENTPurchase Agreement • December 18th, 2019 • Investors Bancorp, Inc. • State commercial banks • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2019 by and between Investors Bancorp, Inc., a Delaware corporation (the “Company”), and Blue Harbour Group, L.P., a Delaware limited partnership (“Blue Harbour”).
Acknowledgement and ConsentAcknowledgement and Consent • December 7th, 2018 • Investors Bancorp, Inc. • State commercial banks
This Acknowledgement and Consent (the “Acknowledgement and Consent”) is entered into pursuant to the Amended and Restated Employment Agreement (the “Employment Agreement”), originally dated as of March 29, 2010 and as further amended dated April 1, 2016, by and between Paul Kalamaras (“Executive”) and Investors Bancorp, Inc. (the “Company”), and is effective as of December 5, 2018.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • July 30th, 2021 • Investors Bancorp, Inc. • State commercial banks • New Jersey
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”), dated as of July 28, 2021, by and among Investors Bancorp, Inc. a Delaware corporation (the “Company”), a Delaware corporation, and Kevin Cummings (“Executive”) is effective as of the Closing (as defined below) (the “Effective Date”). For purposes of this Agreement, Executive and the Company shall each be a “Party” and shall collectively be the “Parties”.
AGREEMENT AND PLAN OF MERGER dated as of July 28, 2021 by and between CITIZENS FINANCIAL GROUP, INC. and INVESTORS BANCORP, INC.Agreement and Plan of Merger • July 30th, 2021 • Investors Bancorp, Inc. • State commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 28, 2021 (this “Agreement”), by and between Citizens Financial Group, Inc., a Delaware corporation (“Parent”), and Investors Bancorp, Inc., a Delaware corporation (the “Company”) (hereinafter referred to individually as a “Party” and collectively as the “Parties”).
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • January 24th, 2017 • Investors Bancorp, Inc. • State commercial banks • Delaware
This Mutual Termination Agreement (the “Agreement”) is entered into as of January 24, 2017 by and among Investors Bancorp, Inc. (“Investors Bancorp”), a Delaware corporation, Investors Bank, a New Jersey chartered savings bank (“Investors Bank”), and The Bank of Princeton (“BOP”), a New Jersey chartered bank.
CHANGE IN CONTROL AGREEMENT FOR THOMAS F. SPLAINE, JR.Change in Control Agreement • April 30th, 2015 • Investors Bancorp, Inc. • State commercial banks • Delaware
This AGREEMENT is effective as of the 1st day of January, 2016 (the “Effective Date”) by and between INVESTORS BANCORP, INC., a Delaware corporation with its principal place of business at 101 JFK Parkway, Short Hills, New Jersey 07078 (the “Company”), and Thomas F. Splaine, Jr. (the “Executive”). Any reference to “Bank” herein shall mean Investors Bank; a New Jersey chartered stock savings bank or any successor thereto. The Agreement conforms to Section 409A of the Internal Revenue Code, as amended (the “Code”) and the final regulations (the “Final Regulations”) promulgated thereunder.
FORM OF VOTING AGREEMENTVoting Agreement • October 21st, 2019 • Investors Bancorp, Inc. • State commercial banks • New York
This Voting Agreement (this “Agreement”) is dated as of July 24, 2019, by and between Investors Bancorp, Inc., a New Jersey corporation and registered bank holding company (“Parent”), and the shareholder of Gold Coast Bancorp, Inc., a New York corporation (the “Company”), executing this Agreement on the signature page hereto (the “Shareholder”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG INVESTORS BANCORP, INC. INVESTORS BANK AND THE BANK OF PRINCETON MAY 3, 2016Agreement and Plan of Merger • May 4th, 2016 • Investors Bancorp, Inc. • State commercial banks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 3, 2016, by and among Investors Bancorp, Inc., a Delaware corporation (“ISBC”), Investors Bank, a New Jersey chartered savings bank (“Investors Bank”), and The Bank of Princeton, a New Jersey chartered bank (“BOP”). Each of ISBC, Investors Bank and BOP is sometimes individually referred to herein as a “party,” and ISBC, Investors Bank and BOP are collectively sometimes referred to as the “parties.”
SPLIT DOLLAR LIFE INSURANCE AGREEMENTSplit Dollar Life Insurance Agreement • May 10th, 2019 • Investors Bancorp, Inc. • State commercial banks • New York
THIS SPLIT DOLLAR AGREEMENT (this "Agreement") is entered into this 20th day of September, 2012, by and between by and between Marathon National Bank of New York, located in Astoria, New York (the "Employer"), and Paul Stathoulopoulos (the "Executive").
INVESTORS BANCORP, INC. ADDENDUM TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR THOMAS F. SPLAINE, JR.Employment Agreement • April 30th, 2015 • Investors Bancorp, Inc. • State commercial banks
This Addendum (the “Addendum”) to the amended and restated employment agreement (the “Employment Agreement”) by and between Investors Bancorp, Inc., a Delaware corporation (the “Company”) and Thomas F. Splaine, Jr. (“Executive”), originally effective as of November 15, 2005 and amended and restated effective as of August 21, 2007 to comply with the requirements of Section 409A of the Internal Revenue Code, is made effective as of this 24th day of April, 2015.
Re: Agreement and Plan of Merger dated as of July 24, 2019Investors Bancorp, Inc. • November 4th, 2019 • State commercial banks
This opinion is being delivered to you in connection with the proposed merger (the “Merger”) of Gold Coast Bancorp, Inc., a New York corporation (“GLDT”), with and into Investors Bancorp, Inc., a Delaware corporation (“ISBC”), pursuant to the Agreement and Plan of Merger dated as of July 24, 2019, by and between GLDT and ISBC (the “Merger Agreement”), and as more fully described in the Form S-4 Registration Statement (File No. 333-234274) initially filed with the Securities and Exchange Commission on October 21, 2019, including the Proxy Statement/Prospectus of ISBC and GLDT (the “Initial Registration Statement”) and the Pre-Effective Amendment No. 1 to the Initial Registration Statement (“Amendment No. 1” and, collectively with the Initial Registration Statement, the “Registration Statement”) to be filed with the Securities and Exchange Commission on the date hereof, relating to the transactions contemplated by the Merger Agreement. Unless otherwise indicated, all terms used but not d
Re: Agreement and Plan of Merger dated as of July 24, 2019Investors Bancorp, Inc. • November 4th, 2019 • State commercial banks
McCarter & English, LLP Four Gateway Center 100 Mulberry Street Newark, NJ 07102-4056 T. 973.622.4444 F. 973.624.7070 www.mccarter.com BOSTON HARTFORD STAMFORD NEW YORK NEWARK EAST BRUNSWICK PHILADELPHIA WILMINGTON WASHINGTON, DC Ladies and Gentlemen: We have acted as counsel to Investors Bancorp, Inc., a Delaware corporation (“Investors Bancorp”), in connection with the proposed merger (the “Merger”) of Gold Coast Bancorp, Inc., a New York corporation (“Gold Coast Bancorp”), with and into Investors Bancorp, with Investors Bancorp as the surviving entity, as contemplated by the Agreement and Plan of Merger dated as of July 24, 2019, by and between Investors Bancorp and Gold Coast Bancorp (the “Merger Agreement”). This opinion is being delivered in connection with the Registration Statement on Form S-4 (File No. 333-234274) initially filed with the Securities and Exchange Commission on October 21, 2019, including the proxy statement/prospectus forming a part thereof (the “Initial Regist
Acknowledgement and ConsentAcknowledgement and Consent • July 10th, 2018 • Investors Bancorp, Inc. • State commercial banks
This Acknowledgement and Consent (the "Acknowledgement and Consent") is entered into pursuant to the Employment Agreement (the "Employment Agreement"), dated as of August 18, 2008, by and between Kevin Cummings ("Executive") and Investors Bancorp, Inc. (the "Company"), and is effective as of July 9, 2018.
