Up to 1,035,000 Shares FSB BANCORP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT May 13, 2016Agency Agreement • May 19th, 2016 • FSB Bancorp, Inc. • Savings institution, federally chartered • New York
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 11th, 2016 • FSB Bancorp, Inc. • New York
This Agreement is entered into this 28th day of March, 2012 by and between Fairport Savings Bank (the “Bank”), a federally chartered savings association with its principal executive office at 45 South Main Street, Fairport, New York 14450, and Kevin Maroney (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2016 • FSB Bancorp, Inc. • New York
This Agreement was originally effective as of March 1, 2006 by and between Fairport Savings Bank (the “Bank”), a federally-chartered savings association with its principal executive office at 45 South Main Street, Fairport, New York 14450, and Dana Gavenda (“Executive”). The Agreement has been amended and restated effective as of March 1, 2006, in order to comply with certain changes in the law made by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
Stock Option2017 Equity Incentive Plan • September 29th, 2017 • FSB 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 2017 Equity Incentive Plan (the "Plan") of FSB 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, or made available, 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 Compensation Committee of the Board of Directors of the Company ("Committee") 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 futu
RP® FINANCIAL, LC.FSB Bancorp, Inc. • March 11th, 2016
This letter sets forth the agreement between Fairport Savings Bank, Fairport, New York (the “Bank”), the wholly-owned subsidiary of FSB Community Bankshares, Inc. (the “Company”), which in turn is the majority-owned subsidiary of FSB Community Bankshares, MHC (the “MHC”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second-step conversion transaction by the MHC. The scope, timing and fee structure for these appraisal services are described below.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 30th, 2020 • FSB Bancorp, Inc. • Savings institution, federally chartered • New York
THIS AMENDMENT NO. 1 (“Amendment”) to the AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made and entered into as of March 5, 2020, by and among Evans Bancorp, Inc. (“Evans”), a New York corporation, MMS Merger Sub, Inc. (“Merger Sub”), a Maryland corporation and a wholly owned subsidiary of Evans, and FSB Bancorp, Inc. (“FSB”), a Maryland corporation.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 20th, 2017 • FSB Bancorp, Inc. • Savings institution, federally chartered • New York
This Change in Control Agreement (this "Agreement") is made effective as of January 1, 2018 (the "Effective Date"), by and between Fairport Savings Bank (the "Bank") and Angela M. Krezmer ("Executive"). Any reference to the "Company" shall mean FSB Bancorp, Inc., the stock holding company of the Bank, or any successor thereto.
Fairport Savings Bank Executive Compensation Clawback AgreementClawback Agreement • March 11th, 2016 • FSB Bancorp, Inc. • New York
WHEREAS, FSB Community Bankshares, Inc. (the “Company”) and Fairport Savings Bank (the “Bank”) are required to recover from certain current and former executive officers any excess incentive-based compensation, including bonus compensation or equity compensation, that was paid to such executives on the basis of incorrect financial information, pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (“SOX”) and pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2012 (“Dodd-Frank”); and
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2017 • FSB Bancorp, Inc. • Savings institution, federally chartered • New York
This Employment Agreement (the "Agreement") is made and entered into, effective as of January 1, 2018 (the "Effective Date"), by and between Fairport Savings Bank (the "Bank") and Kevin D. Maroney ("Executive"). Any reference to the "Company" shall mean FSB Bancorp, Inc., the stock holding company of the Bank, or any successor thereto.
THIRD AMENDMENT TO THE FAIRPORT SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT DATED JULY 30, 2010 FOR KEVIN MARONEYSupplemental Executive Retirement • December 20th, 2019 • FSB Bancorp, Inc. • Savings institution, federally chartered
THIS THIRD AMENDMENT is entered into this 19th day of December, 2019, by and between FAIRPORT SAVINGS BANK (the “Bank”), a savings bank located in Fairport, New York, and KEVIN MARONEY (the “Executive”).
FAIRPORT SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • March 11th, 2016 • FSB Bancorp, Inc. • New York
This SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (this “Agreement”) is entered into this 30 day of July, 2010, by and between Fairport Savings Bank, a savings association located in Fairport, New York (the “Bank”), and Kevin Maroney (the “Executive”).
Restricted Stock AwardRestricted Stock Award • September 29th, 2017 • FSB 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 2017 Equity Incentive Plan (the "Plan") of FSB 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 or made available 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 Compensation Committee of the Board of Directors of the Company ("Committee") 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 ter
SECOND AMENDMENT TO THE FAIRPORT SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTSupplemental Executive Retirement Agreement • October 3rd, 2017 • FSB Bancorp, Inc. • Savings institution, federally chartered
This SECOND AMENDMENT TO THE FAIRPORT SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT FOR KEVIN MARONEY (this "Amendment") is hereby entered into on September 27, 2017.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 27th, 2019 • FSB Bancorp, Inc. • Savings institution, federally chartered • New York
This Change in Control Agreement (this “Agreement”) is made effective as of October 30, 2017 (the “Effective Date”), by and between Fairport Savings Bank (the “Bank”) and Michael Giancursio (“Executive”). Any reference to the “Company” shall mean FSB Bancorp, Inc., the stock holding company of the Bank, or any successor thereto.
