Heritage NOLA Bancorp, Inc. Sample Contracts

FORM OF
Non-Qualified Stock • August 17th, 2018 • Heritage NOLA Bancorp, Inc. • Savings institution, federally chartered

This non-qualified stock option agreement ("Option" or "Agreement") is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the "Plan") of Heritage NOLA 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 committee responsible for administering the Plan (the "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 prese

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FORM OF
Equity Incentive Plan • August 17th, 2018 • Heritage NOLA Bancorp, Inc. • Savings institution, federally chartered

This incentive stock option agreement ("Option" or "Agreement") is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the "Plan") of Heritage NOLA 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 committee responsible for administering the Plan (the "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 a

HERITAGE BANK OF ST. TAMMANY EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2017 • Heritage NOLA Bancorp, Inc. • Louisiana

This Agreement (this “Agreement”) is made effective as of February 16, 2017 (the “Effective Date”), by and between Heritage Bank of St. Tammany (the “Bank”), a federally-chartered institution, and Lisa Hughes (“Executive”).

January 19, 2017 Heritage Bank of St. Tammany Covington, LA 70433
Heritage NOLA Bancorp, Inc. • March 10th, 2017 • Georgia

The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of FIG Partners, LLC (“FIG”) to act as the exclusive financial advisor to Heritage Bank of St. Tammany (“Heritage” or the “Bank”) in connection with the proposed mutual-to-stock conversion of the Bank (the “Conversion”) and the concurrent sale of common stock of a stock holding company (“NewCo” and together with Heritage, the “Company”) to be formed by Heritage. FIG understands that NewCo will offer and sell shares of its common stock first to eligible persons pursuant to a Plan of Conversion (the “Plan”) in a Subscription Offering (the “Subscription Offering”) and any remaining shares to the general public in a Direct Community Offering and/or Syndicated Community Offering (the “Community Offering” and, together with the Subscription Offering, the “Offering”). This letter sets forth the terms and conditions agreed to between the Company and FIG with respect to the Conversion, the Plan and the Offering.

FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 17th, 2018 • Heritage NOLA Bancorp, Inc. • Savings institution, federally chartered • Louisiana

This restricted stock award agreement ("Restricted Stock Award" or "Agreement") is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the "Plan") of Heritage NOLA 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 committee responsible for administering the Plan (the "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, th

RP® FINANCIAL, LC.
Heritage NOLA Bancorp, Inc. • March 10th, 2017

This letter sets forth the agreement between Heritage Bank of St. Tammany, Covington, Louisiana (the “Bank”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent appraisal services in conjunction with the conversion stock offering concurrent with the reorganization and formation of a bank holding company (the “Company”). The scope, timing and fee structure for these appraisal services are described below.

HERITAGE BANK OF ST. TAMMANY AMENDMENT NUMBER TWO TO THE EMPLOYMENT AGREEMENT WITH DANA WHITAKER
Amendment Number Two • June 16th, 2020 • Heritage NOLA Bancorp, Inc. • Savings institution, federally chartered

This Amendment Number Two (the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Heritage Bank of St. Tammany (the “Bank”) and Dana Whitaker (the “Executive”) is made by the Bank and the Executive, effective as of August 16, 2020.

DIRECTOR SUPPLEMENTAL RETIREMENT PLAN DIRECTOR AGREEMENT
Director Agreement • March 10th, 2017 • Heritage NOLA Bancorp, Inc. • Louisiana

THIS AGREEMENT is made and entered into this 19th day of November, 1999, by and between St. Tammany Homestead Savings & Loan Association, a savings and loan association organized and existing under the laws of the State of Louisiana, (hereinafter referred to as the, “Bank”), and William D. Crumhorn, a member of the Board of Directors of the Bank (hereinafter referred to as the, “Director”).

HERITAGE BANK OF ST. TAMMANY AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENT WITH DANA WHITAKER
Employment Agreement • August 23rd, 2018 • Heritage NOLA Bancorp, Inc. • Savings institution, federally chartered

This Amendment Number One (the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Heritage Bank of St. Tammany (the “Bank”) and Dana Whitaker (the “Executive”) is made by the Bank and the Executive, effective as of August 16, 2018.

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVE AGREEMENT
Executive Agreement • March 10th, 2017 • Heritage NOLA Bancorp, Inc. • Louisiana

THIS AGREEMENT is made and entered into this 19th day of November, 1999, by and between St. Tammany Homestead Savings & Loan Association, a savings and loan association organized and existing under the laws of the State of Louisiana (hereinafter referred to as the, “Bank”), and William David Crumhorn, an Executive of the Bank (hereinafter referred to as the, “Executive”).

HERITAGE BANK OF ST. TAMMANY AMENDMENT NUMBER TWO TO THE EMPLOYMENT AGREEMENT WITH LISA HUGHES
Amendment Number Two • June 16th, 2020 • Heritage NOLA Bancorp, Inc. • Savings institution, federally chartered

This Amendment Number Two (the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Heritage Bank of St. Tammany (the “Bank”) and Lisa Hughes (the “Executive”) is made by the Bank and the Executive, effective as of August 16, 2020.

FORM OF DIRECTOR SUPPLEMENTAL RETIREMENT PLAN DIRECTOR AGREEMENT
Director Agreement • March 10th, 2017 • Heritage NOLA Bancorp, Inc. • Louisiana

THIS AGREEMENT is made and entered into this ___ day of _______, ____, by and between St. Tammany Homestead Savings & Loan Association, a savings and loan association organized and existing under the Jaws of the State of Louisiana, (hereinafter referred to as the, “Bank”), and ______ , a member of the Board of Directors of the Bank (hereinafter referred to as the, “Director”).

HERITAGE BANK OF ST. TAMMANY AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENT WITH W. DAVID CRUMHORN
Employment Agreement • August 23rd, 2018 • Heritage NOLA Bancorp, Inc. • Savings institution, federally chartered

This Amendment Number One (the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Heritage Bank of St. Tammany (the “Bank”) and W. David Crumhorn (the “Executive”) is made by the Bank and the Executive, effective as of August 16, 2018.

HERITAGE BANK OF ST. TAMMANY AMENDMENT NUMBER TWO TO THE EMPLOYMENT AGREEMENT WITH W. DAVID CRUMHORN
Amendment Number Two • June 16th, 2020 • Heritage NOLA Bancorp, Inc. • Savings institution, federally chartered

This Amendment Number Two (the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Heritage Bank of St. Tammany (the “Bank”) and W. David Crumhorn (the “Executive”) is made by the Bank and the Executive, effective as of August 16, 2020.

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Endorsement Method Split Dollar Plan Agreement • March 10th, 2017 • Heritage NOLA Bancorp, Inc. • Louisiana

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

HERITAGE BANK OF ST. TAMMANY SALARY CONTINUATION AGREEMENT
Heritage NOLA Bancorp, Inc. • March 10th, 2017

THIS SALARY CONTINUATION PLAN FOR WILLIAM DAVID CRUMHORN (the “Plan”) is effective as of January 1, 2017, and is entered into by Heritage Bank of St. Tammany (the “Bank”) and William David Crumhorn (“Executive”).

HERITAGE BANK OF ST. TAMMANY AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENT WITH LISA HUGHES
Employment Agreement • August 23rd, 2018 • Heritage NOLA Bancorp, Inc. • Savings institution, federally chartered

This Amendment Number One (the “Amendment”) to the Employment Agreement (the “Agreement”) entered into between Heritage Bank of St. Tammany (the “Bank”) and Lisa Hughes (the “Executive”) is made by the Bank and the Executive, effective as of August 16, 2018.

ST. TAMMANY HOMESTEAD SAVINGS AND LOAN ASSOCIATION ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT
Endorsement Split Dollar Life Insurance Agreement • March 10th, 2017 • Heritage NOLA Bancorp, Inc.

THIS ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into this ______ day of _________________, 20___, by and between ST. TAMMANY HOMESTEAD SAVINGS AND LOAN ASSOCIATION (hereinafter referred to as the “Bank”), a bank with its principal place of business located in Covington, Louisiana, and ______________________ (hereinafter referred to as the “Director”).

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