MB Bancorp Inc Sample Contracts

MB Bancorp Inc – AMENDMENT TO STANDSTILL AGREEMENT (April 2nd, 2019)

This Amendment, dated this 27th day of March, 2019 (the “Amendment”), to the Standstill Agreement, dated February 20, 2018 (the “Standstill Agreement”), is by and among MB Bancorp, Inc. (the “Company”), Stilwell Activist Fund, L.P. (“Activist Fund”), Stilwell Activist Investments, L.P. (“Activist Investments”), Stilwell Partners, L.P. (“Stilwell Partners”), Stilwell Value LLC (“Stilwell Value”), and Joseph Stilwell, an individual (collectively, with Activist Fund, Activist Investments, Stilwell Partners, and Stilwell Value, the “Stilwell Group,” and each individually, a “Stilwell Group Member”), and Corissa B. Porcelli (formerly known as Corissa J. Briglia), an individual (the “Nominee”).

MB Bancorp Inc – AMENDMENT TO STANDSTILL AGREEMENT (April 2nd, 2019)

This Amendment, dated this 27th day of March, 2019 (the “Amendment”), to the Standstill Agreement, dated February 20, 2018 (the “Standstill Agreement”), is by and between MB Bancorp, Inc. (the “Company”) and Jeffrey Thorp (the “Nominee”).

MB Bancorp Inc – STANDSTILL AGREEMENT (February 21st, 2018)

THIS STANDSTILL AGREEMENT (the “Agreement”), dated this 20th day of February 2018, is by and among MB Bancorp, Inc. (the “Company”), Stilwell Activist Fund, L.P. (“Activist Fund”), Stilwell Activist Investments, L.P. (“Activist Investments”), Stilwell Partners, L.P. (“Stilwell Partners”), Stilwell Value LLC (“Stilwell Value”), and Joseph Stilwell, an individual (collectively, with Activist Fund, Activist Investments, Stilwell Partners, and Stilwell Value, the “Stilwell Group,” and each individually, a “Stilwell Group Member”), and Corissa J. Briglia, an individual (the “Nominee”).

MB Bancorp Inc – STANDSTILL AGREEMENT (February 21st, 2018)

THIS STANDSTILL AGREEMENT (the “Agreement”), dated this 20th day of February 2018, is by and among MB Bancorp, Inc. (the “Company”) and Jeffrey Thorp, an individual (the “Nominee”).

MB Bancorp Inc – Madison Bank of Maryland Supplemental Life Insurance Agreement (March 30th, 2017)

This Supplemental Life Insurance Agreement (“Agreement”) is made and entered into this 10th day of February, 2017, by and between Madison Bank of Maryland (“Bank”), a bank with its principal place of business located in Forest Hill, MD, and John M. Wright (“Executive”).

MB Bancorp Inc – Madison Bank of Maryland Supplemental Life Insurance Agreement (March 30th, 2017)

This Supplemental Life Insurance Agreement (“Agreement”) is made and entered into this 10th day of February, 2017, by and between Madison Bank of Maryland (“Bank”), a bank with its principal place of business located in Forest Hill, MD, and Phil Phillips (“Executive”).

MB Bancorp Inc – Madison Bank of Maryland Supplemental Life Insurance Agreement (March 30th, 2017)

This Supplemental Life Insurance Agreement (“Agreement”) is made and entered into this 10th day of February, 2017, by and between Madison Bank of Maryland (“Bank”), a bank with its principal place of business located in Forest Hill, MD, and Lisa M. Mcguire-Dick (“Executive”).

MB Bancorp Inc – MADISON BANK OF MARYLAND TWO-YEAR CHANGE IN CONTROL AGREEMENT (December 23rd, 2016)

THIS AGREEMENT is entered into as of December 19, 2016, by and between the Madison Bank of Maryland (the “Bank”), John M. Wright (the “Executive”) and MB Bancorp, Inc. (the “Company”), a Maryland corporation and the holding company of the Bank, as guarantor (the “Agreement”).

MB Bancorp Inc – MADISON BANK OF MARYLAND TWO-YEAR CHANGE IN CONTROL AGREEMENT (November 14th, 2016)

THIS AGREEMENT is entered into as of September 30, 2016, by and between the Madison Bank of Maryland (the “Bank”), Philip Phillips (the “Executive”) and MB Bancorp, Inc. (the “Company”), a Maryland corporation and the holding company of the Bank, as guarantor (the “Agreement”).

MB Bancorp Inc – FORM OF RESTRICTED STOCK AWARD AGREEMENT (June 30th, 2016)

This Award Agreement is provided to ___________________ (the “Participant”) by MB Bancorp, Inc.(the “Company”) as of ______________________, 20___, (“Grant Date”) the date the Compensation Committee of the Board of Directors of the Company (the “Committee”) awarded the Participant a Restricted Stock Award pursuant to the MB Bancorp, Inc. 2016 Equity Incentive Plan (the “2016 Plan”), subject to the terms and conditions of the 2016 Plan and this Award Agreement (referred to herein as the “Award”):

MB Bancorp Inc – FORM OF STOCK OPTION AWARD AGREEMENT FOR THE MB BANCORP, INC. 2016 EQUITY INCENTIVE PLAN (June 30th, 2016)

This Stock Option Grant is awarded to _______________ (the “Participant”) by MB Bancorp, Inc.(the “Company”) as of __________________ (the “Grant Date”), the date the Compensation Committee of the Board of Directors of the Company (the “Committee”) granted the Participant the right and option to purchase ________________shares of Stock pursuant to the MB Bancorp, Inc. 2016 Equity Incentive Plan (the “2016 Plan”), subject to the terms and conditions of the 2016 Plan and this Award Agreement:

MB Bancorp Inc – MADISON BANK OF MARYLAND TWO-YEAR CHANGE IN CONTROL AGREEMENT (March 31st, 2015)

THIS AGREEMENT is entered into as of January 15, 2015, by and between the Madison Bank of Maryland (the “Bank”), Robin L. Taylor (the “Executive”) and MB Bancorp, Inc. (the “Company”), a Maryland corporation and the holding company of the Bank, as guarantor (the “Agreement”).

MB Bancorp Inc – EMPLOYMENT AGREEMENT (March 31st, 2015)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on January 15, 2015, by and among MB BANCORP, INC., a Maryland corporation (the “Company”), and JULIA A. NEWTON (the “Executive”). For purposes of this Agreement, all references to the Bank shall mean Madison Bank of Maryland.

MB Bancorp Inc – MADISON BANK OF MARYLAND TWO-YEAR CHANGE IN CONTROL AGREEMENT (March 31st, 2015)

THIS AGREEMENT is entered into as of January 15, 2015, by and between the Madison Bank of Maryland (the “Bank”), Lisa M. McGuire-Dick (the “Executive”) and MB Bancorp, Inc. (the “Company”), a Maryland corporation and the holding company of the Bank, as guarantor (the “Agreement”).

MB Bancorp Inc – MADISON BANK OF MARYLAND EMPLOYMENT AGREEMENT (March 31st, 2015)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of January 15, 2015 by and among MADISON BANK OF MARYLAND, a federally-chartered savings bank (the “Bank”), and JULIA A. NEWTON (the “Executive”). For purpose of this Agreement, all references to Company shall mean MB Bancorp, Inc.

MB Bancorp Inc – MB BANCORP, INC. EMPLOYMENT AGREEMENT (March 31st, 2015)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on January 15, 2015, by and among MB BANCORP, INC., a Maryland corporation (the “Company”), and LAWRENCE W. WILLIAMS (the “Executive”). For purposes of this Agreement, all references to the Bank shall mean Madison Bank of Maryland.

MB Bancorp Inc – MADISON BANK OF MARYLAND EMPLOYMENT AGREEMENT (March 31st, 2015)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of January 15, 2015 by and among MADISON BANK OF MARYLAND, a federally-chartered savings bank (the “Bank”), and LAWRENCE W. WILLIAMS (the “Executive”). For purpose of this Agreement, all references to Company shall mean MB Bancorp, Inc.

MB Bancorp Inc – PRESS RELEASE (December 23rd, 2014)
MB Bancorp Inc – BATCH # ORDER # CATEGORY # REC’D O C (October 30th, 2014)

PLEASE PRINT CLEARLY AND COMPLETE ALL APPLICABLE SHADED AREAS. READ THE ENCLOSED STOCK ORDER FORM INSTRUCTIONS (BLUE SHEET) AS YOU COMPLETE THIS FORM.

MB Bancorp Inc – MADISON BANK OF MARYLAND CHANGE IN CONTROL SEVERANCE PLAN (October 30th, 2014)
MB Bancorp Inc – Madison Bank of Maryland Forest Hill, Maryland Conversion Valuation Appraisal Update Valued as of October 15, 2014 Prepared By Feldman Financial Advisors, Inc. Washington, D.C. (October 30th, 2014)

Feldman Financial Advisors, Inc. (“Feldman Financial”) hereby provides an updated appraisal (“Appraisal”) of the estimated pro forma market value of Madison Bank of Maryland (“Madison” or the “Bank”) in connection with the simultaneous conversion of the Bank from the mutual to stock form of organization, the issuance of the Bank’s capital stock to MB Bancorp, Inc. (the “Company”), and the offering of shares of common stock of the Company for sale to certain depositors of the Bank, employee benefit plans of the Bank, and other members of the general public (collectively referred to herein as the “Conversion”). This Appraisal is furnished subsequent to the Bank’s release of financial data indicating significantly increased provisions for loan losses and the recordation of a valuation reserve against a portion of the deferred tax asset leading to continued losses and significant reductions in equity for the financial period ending September 30, 2014.

MB Bancorp Inc – Dear Valued Customer: (October 30th, 2014)

I am pleased to tell you about an investment opportunity and, just as importantly, to request your vote. Pursuant to a Plan of Conversion (the “Plan”), Madison Bank of Maryland will convert from the mutual (meaning no shareholders) to the stock form of ownership. To accomplish the conversion, MB Bancorp, Inc., a newly formed Maryland corporation that will become the holding company for Madison Bank of Maryland, is conducting an offering of its shares of common stock. Enclosed you will find a Prospectus, a Proxy Statement and a Questions and Answers Brochure describing the conversion, the offering and the Plan.

MB Bancorp Inc – MB Bancorp, Inc. up to 2,070,000 Shares (subject to increase up to 2,380,500 shares) Common Stock ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT (October 30th, 2014)
MB Bancorp Inc – [LETTERHEAD OF KILPATRICK TOWNSEND & STOCKTON LLP] (September 12th, 2014)

Re:Federal Income Tax Opinion Relating to the Conversion of Madison Bank of Maryland from a Federally-Chartered Mutual Savings Bank to a Federally-Chartered Stock Savings Bank

MB Bancorp Inc – MB BANCORP, INC. EMPLOYMENT AGREEMENT (September 12th, 2014)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on _________, __, 20__, by and among MB BANCORP, INC., a Maryland corporation (the “Company”), and [_____________] (the “Executive”). For purposes of this Agreement, all references to the Bank shall mean Madison Bank of Maryland.

MB Bancorp Inc – MADISON BANK OF MARYLAND PLAN OF CONVERSION ADOPTED ON August 26, 2014 (September 12th, 2014)
MB Bancorp Inc – MADISON BANK OF MARYLAND EMPLOYMENT AGREEMENT (September 12th, 2014)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of _________, 20__, by and among MADISON BANK OF MARYLAND, a federally-chartered savings bank (the “Bank”), and [______________] (the “Executive”). For purpose of this Agreement, all references to Company shall mean MB Bancorp, Inc.

MB Bancorp Inc – June 26, 2014 (September 12th, 2014)

This letter confirms the engagement of Keefe, Bruyette and Woods, Inc. (“KBW”) to act as the Conversion Agent to Madison Bank of Maryland (the “Bank”) in connection with the Bank’s proposed conversion from mutual to stock form of ownership, including the offer and sale of common stock of a newly organized holding company of the Bank (the “Offering”).

MB Bancorp Inc – [LETTERHEAD OF STEGMAN & COMPANY] (September 12th, 2014)

Re:State Income Tax Opinion Relating to the Conversion of Madison Bank of Maryland from a Federally-chartered Mutual Savings Bank to a Federally-chartered Stock Savings Bank

MB Bancorp Inc – ESOP LOAN AGREEMENT (September 12th, 2014)

THIS LOAN AGREEMENT (“Loan Agreement”) is made and entered into as of _________, by and between _____________________, AS THE TRUSTEES FOR THE MADISON BANK OF MARYLAND EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Borrower”), a trust forming part of the Madison Bank of Maryland Employee Stock Ownership Plan (“ESOP”); and MB BANCORP, INC. (“Lender”), a corporation organized and existing under the laws of Maryland.

MB Bancorp Inc – MB BANCORP, INC. BYLAWS (September 12th, 2014)
MB Bancorp Inc – FORM OF MADISON BANK OF MARYLAND TWO-YEAR CHANGE IN CONTROL AGREEMENT (September 12th, 2014)

THIS AGREEMENT is entered into as of _____________, 20___, by and between the Madison Bank of Maryland (the “Bank”), ________________________( the “Executive”) and MB Bancorp, Inc. (the “Company”), a Maryland corporation and the holding company of the Bank, as guarantor (the “Agreement”).

MB Bancorp Inc – Madison Bank of Maryland (September 12th, 2014)

As requested, we have completed and hereby provide an independent appraisal (“Appraisal”) of the estimated pro forma market value of Madison Bank of Maryland (“Madison” or the “Bank”) in connection with the simultaneous conversion of the Bank from the mutual to stock form of organization, the issuance of the Bank’s capital stock to MB Bancorp, Inc. (the “Company”), and the offering of shares of common stock of the Company for sale to certain depositors of the Bank, employee benefit plans of the Bank, and other members of the general public (collectively referred to herein as the “Conversion”). This appraisal report is furnished pursuant to the Bank’s regulatory filing of the Application for Conversion (“Application”) with the Office of the Comptroller of the Currency (“OCC”) and the Board of Governors of the Federal Reserve System.

MB Bancorp Inc – June 26, 2014 (September 12th, 2014)

This letter confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) to act as the exclusive financial advisor to Madison Bank of Maryland (the “Bank”) in connection with the Bank’s proposed conversion from the mutual to stock form of organization pursuant to the Bank’s Plan of Conversion (the “Conversion”), including the offer and sale of certain shares of the common stock (the “Common Stock”) of a holding company (the “Holding Company”) to be formed by the Bank to eligible persons in a Subscription Offering, with any remaining shares offered to the general public in a Community Offering (the Subscription Offering the Community Offering and any Syndicated Community Offering are collectively referred to herein as the “Offerings”). In addition, KBW will act as Conversion Agent in connection with the Offerings pursuant to the terms of a separate agreement between the Bank and KBW. The Bank and the Holding Company are collectively referred to herein as the “Company” This letter se

MB Bancorp Inc – ARTICLES OF INCORPORATION OF MB BANCORP, INC. (September 12th, 2014)

FIRST: The undersigned, Joel E. Rappoport, whose address is 607 14th Street, NW, Suite 900, Washington, DC 20005, being at least eighteen years of age, acting as incorporator, does hereby form a corporation under the General Laws of the State of Maryland.