4,222,800 Shares (subject to increase up to 4,856,220 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) Provident Bancorp, Inc. Common Stock (no par value) AGENCY AGREEMENT May 14, 2015Agency Agreement • May 20th, 2015 • Provident Bancorp, Inc. • Savings institution, federally chartered • New York
SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2015 • Provident Bancorp, Inc. • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using SBLF funds.
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2015 • Provident Bancorp, Inc. • Massachusetts
This Employment Agreement (the “Agreement”) is made as of the 1st day of January, 2015 (the “Effective Date”), by and between The Provident Bank, a state-chartered savings bank organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”), and Carol L. Houle of Salem, New Hampshire (the “Executive”). References in this Agreement to the “Company” are to Provident Bancorp, Inc., the holding company of the Bank.
FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT Granted by PROVIDENT BANCORP, INC. under the PROVIDENT BANCORP, INC.Incentive Stock Option Award Agreement • November 18th, 2016 • Provident Bancorp, Inc. • Savings institution, federally chartered • Massachusetts
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the “Plan”) of Provident 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 of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsid
FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT Granted by PROVIDENT BANCORP, INC. under the PROVIDENT BANCORP, INC.Non-Qualified Stock Option Award Agreement • November 18th, 2016 • Provident Bancorp, Inc. • Savings institution, federally chartered • Massachusetts
This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2016 Equity Incentive Plan (the “Plan”) of Provident 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 of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsid
AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • March 13th, 2015 • Provident Bancorp, Inc. • Massachusetts
This Agreement, made and entered into as of 21st of February, 2015 by and between THE PROVIDENT BANK, a state-chartered savings bank organized and existing under the laws of The Commonwealth of Massachusetts (the “Bank”), Provident Bancorp, Inc. (the “Company”), Provident Bancorp (the “MHC”) and DAVID P. MANSFIELD, a key employee and executive of the Bank (the “Executive”), amends and restates in its entirety the Supplemental Executive Retirement Agreement originally dated as of December 27, 2002, and restated as of June 17, 2004, December 10, 2007, and December 8, 2010, and as subsequently amended as of December 14, 2011, and June 24, 2013.
RP® FINANCIAL, LC.Provident Bancorp, Inc. • March 13th, 2015
This letter sets forth the agreement between The Provident Bank, Amesbury, Massachusetts (the “Bank”), the wholly-owned subsidiary of Provident Bancorp, Inc. (collectively, the “Company”), which in turn is the subsidiary of Provident Bancorp, the mutual holding company, (the “MHC”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent appraisal services in conjunction with the minority stock offering by the Company. The scope, timing and fee structure for these appraisal services are described below.
May 12, 2015 Board of Trustees Provident Bancorp Boards of Directors Provident Bancorp, Inc. The Provident Bank Five Market Street Amesbury, MA 01913Provident Bancorp, Inc. • May 12th, 2015 • Savings institution, federally chartered
Reference is made to the letter agreement dated November 4, 2014 between Sandler O’Neill & Partners, L.P (“Sandler O’Neill”) and Provident Bancorp (the “MHC”), Provident Bancorp, Inc. (the “Bancorp”) and The Provident Bank (the “Bank”, and collectively with the MHC and the Bancorp, the “Company”), pursuant to which Sandler O’Neill agreed to act as exclusive marketing agent for the Company in connection with the offer and sale of certain shares of the common stock of the Bancorp (the “Marketing Agent Engagement Letter”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 26th, 2018 • Provident Bancorp, Inc. • Savings institution, federally chartered
This First Amendment to the Employment Agreement by and between The Provident Bank, a state-chartered savings bank organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) and David P. Mansfield, an individual (the “Executive”), is effective as of January 1, 2019.
Form of Restricted Stock Award Granted by PROVIDENT BANCORP, INC. under the PROVIDENT BANCORP, INC.2016 Equity Incentive Plan • November 18th, 2016 • Provident Bancorp, Inc. • 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 2016 Equity Incentive Plan (the “Plan”) of Provident 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 of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Comp
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 26th, 2018 • Provident Bancorp, Inc. • Savings institution, federally chartered
This First Amendment to the Employment Agreement by and between The Provident Bank, a state-chartered savings bank organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) and Carol L. Houle, an individual (the “Executive”), is effective as of January 1, 2019.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 26th, 2018 • Provident Bancorp, Inc. • Savings institution, federally chartered
This First Amendment to the Employment Agreement by and between The Provident Bank, a state-chartered savings bank organized and existing under the laws of the Commonwealth of Massachusetts (the “Bank”) and Charles F. Withee, an individual (the “Executive”), is effective as of January 1, 2019.
