PDL Community Bancorp Sample Contracts

PDL Community Bancorp – PDL Community Bancorp Announces Execution of Stock Purchase Agreement (May 20th, 2019)

Carlos P. Naudon, President and CEO, noted that “this purchase will enhance our mortgage origination capacity, enable us to offer more competitive consumer mortgage products in our communities, give us an experienced and established channel to the secondary markets and expand our reach into additional communities.  Further, we expect the transaction will be accretive well within 18 months.” Executive Chairman Steven A. Tsavaris remarked that “we are pleased to be able to add mortgage products highly desired by our communities – 30-year fixed rates salable in the secondary markets and CDFI qualifying commercial mortgages.”  Michael Lagoudis, President of MWB, stated that “we are delighted to be joining the Ponce family, with whom we have had a close relationship for over 20 years.  We look forward to adding our expertise, branch offices and distribution channels to their larger financial resources and retail network.”

PDL Community Bancorp – PDL Community Bancorp Announces 2019 First Quarter Results (May 8th, 2019)

Carlos P. Naudon, President and CEO, noted that “our slower growth this quarter reflected our commitment to maintain asset quality and manage cost of funds. We are pleased to note that our branches have now largely deployed their new equipment, such as ATMs and TCRs.” Executive Chairman Steven A. Tsavaris remarked that “we were pleased to have held our second annual shareholders meeting on May 1, 2019 where our shareholders elected Maria A. Alvarez to her first full term on our board of directors.”

PDL Community Bancorp – New York (March 22, 2019): PDL Community Bancorp (the “Company”) announced today that its Board of Directors has adopted a share repurchase program effective March 25, 2019. Under the repurchase program, the Company may repurchase up to 923,151 shares of its common stock, or approximately 5% of the current outstanding shares, which will be used to fund the grants of restricted stock units and stock options made under the Company’s 2018 Long-Term Incentive Plan. (March 22nd, 2019)

The repurchases will be made in accordance with a pre-arranged stock repurchase plan adopted by the Company in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, as well as from time to time through privately negotiated transactions at prevailing market prices, depending on market conditions. Repurchases under the Company’s 10b5-1 plan, administered through an independent broker, are subject to SEC regulations as well as certain market volume, price and timing limitations as set forth in the 10b5-1 plan.

PDL Community Bancorp – PDL Community Bancorp Announces Results for the Year Ended December 31, 2018 (March 20th, 2019)

The Company reported net income of $635,000 for the quarter ended December 31, 2018 compared to a net loss of $2.9 million for the same period in 2017. Basic and diluted earnings per share for the three months ended December 31, 2018 were both $0.04.

PDL Community Bancorp – NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PDL COMMUNITY BANCORP 2018 LONG-TERM INCENTIVE PLAN (December 12th, 2018)

Pursuant to the PDL Community Bancorp 2018 Long-Term Incentive Plan as amended through the date hereof (the “Plan”), PDL Community Bancorp  (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.  This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

PDL Community Bancorp – QUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES UNDER THE PDL COMMUNITY BANCORP 2018 LONG-TERM INCENTIVE PLAN (December 12th, 2018)

Pursuant to the PDL Community Bancorp 2018 Long-Term Incentive Plan as amended through the date hereof (the “Plan”), PDL Community Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.  This Stock Option is intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

PDL Community Bancorp – RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES UNDER THE PDL COMMUNITY BANCORP 2018 LONG-TERM INCENTIVE PLAN (December 12th, 2018)

Pursuant to the PDL Community Bancorp 2018 Long-Term Incentive Plan as amended through the date hereof (the “Plan”), PDL Community Bancorp (the “Company”) hereby grants to the Grantee named above the number of Restricted Stock Units indicated above (the “Award”).  Each Restricted Stock Unit represents an unfunded, unsecured right to receive one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.  The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Committee.

PDL Community Bancorp – RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PDL COMMUNITY BANCORP 2018 LONG-TERM INCENTIVE PLAN (December 12th, 2018)

Pursuant to the PDL Community Bancorp 2018 Long-Term Incentive Plan as amended through the date hereof (the “Plan”), PDL Community Bancorp (the “Company”) hereby grants to the Grantee named above the number of Restricted Stock  Units indicated above (the “Award”).  Each Restricted Stock Unit represents an unfunded, unsecured right to receive one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.  The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Committee.

PDL Community Bancorp – PDL Community Bancorp Announces 2018 Third Quarter Results (November 13th, 2018)

Net interest income was $9.2 million for the quarter ended September 30, 2018, up $900,000 or 10.8%, from $8.3 million for the quarter ended September 30, 2017. The increase in net interest income for the quarter ended September 30, 2018 compared to the same period in 2017 reflects a $1.6 million, or 15.5%, increase in total interest and dividend income offset by an increase of $674,000, or 37.1%, in total interest expense. The net interest rate spread and net interest margin were 3.49% and 3.86%, respectively, for the quarter ended September 30, 2018 compared to 3.58% and 3.86%, respectively, for the same period in 2017. The increase in interest and dividend income is primarily due to growth in the investor-owned one-to-four family, multifamily, nonresidential, and construction and land loans, that provided an increase in average outstanding loans of $128.1 million or 16.7%, for the quarter ended September 30, 2018 compared to the same period in 2017. The average yield on loans decrea

PDL Community Bancorp – PDL Community Bancorp Announces 2018 Second Quarter Results (August 9th, 2018)

Net interest income was $9.1 million for the quarter ended June 30, 2018, up $1.0 million, or 12.3%, from $8.1 million for the quarter ended June 30, 2017. The increase in net interest income for the quarter ended June 30, 2018 compared to the same period in 2017 reflects a $1.7 million, or 17.5%, increase in total interest and dividend income offset by an increase of $629,000, or 38.8%, in total interest expense. The net interest rate spread and net interest margin were 3.64% and 3.96%, respectively, for the quarter ended June 30, 2018 compared to 4.07% and 4.29%, respectively, for the same period in 2017. The increase in interest and dividend income is primarily due to growth in the investor-owned one-to-four family, multifamily, nonresidential, and construction and land loans, that provided an increase in average outstanding loans of $134.3 million or 18.9%, for the quarter ended June 30, 2018 compared to the same period in 2017. The average yield on loans decreased to 5.26% for the

PDL Community Bancorp – PDL Community Bancorp Announces Special Meeting of Stockholders New York, August 1, 2018 (Globe Newswire) — PDL Community Bancorp (NASDAQ:PDLB), parent of Ponce Bank, today announced that it will hold a special meeting of stockholders on October 30, 2018 to consider and vote upon a proposal to approve the PDL Community Bancorp 2018 Long-Term Incentive Plan. Shareholders of record as of the close of business on September 14, 2018 will be entitled to vote at the special meeting. About PDL Community Bancorp (August 1st, 2018)

PDL Community Bancorp is the holding company for Ponce Bank. The Bank’s business primarily consists of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, in mortgage loans, consisting of one-to-four family residences (investor-owned and owner-occupied), multifamily residences, nonresidential properties and construction and land, and, to a lesser extent, in business and consumer loans. The Bank also invests in securities, which have historically consisted of U.S. Government and federal agency securities and securities issued by government-sponsored or -owned enterprises, as well as, mortgage-backed securities and Federal Home Loan Bank stock. The Bank offers a variety of deposit accounts, including demand, savings, money market and certificates of deposit. For further information, visit www.poncebank.net.

PDL Community Bancorp – PDL Community Bancorp Announces 2018 First Quarter Results (May 9th, 2018)

Net interest income was $8.7 million for the quarter ended March 31, 2018, up $1.4 million, or 19.2%, from $7.3 million for the quarter ended March 31, 2017. The increase in net interest income for the quarter ended March 31, 2018 compared to the same period in 2017 reflects a $1.9 million, or 21.8%, increase in total interest and dividend income offset by an increase of $537,000, or 35.9%, in total interest expense. The net interest rate spread and net interest margin were 3.61% and 3.95%, respectively, for the quarter ended March 31, 2018 compared to 3.88% and 4.09%, respectively, for the same period in 2017. The increase in interest and dividend income is primarily due to growth in the investor-owned one-to-four family, multifamily, nonresidential, and construction and land loans, that provided an increase in average outstanding loans of $154.3 million or 23.3%, for the quarter ended March 31, 2018 compared to the same period in 2017. The yield on loans decreased to 5.16% for the qu

PDL Community Bancorp – PDL Community Bancorp Announces Results for the Year Ended December 31, 2017 (April 2nd, 2018)

The Company reported a net loss of $2.9 million for the quarter ended December 31, 2017 compared to net income of $239,000 for the same period in 2016. Earnings (loss) per share, for the period of September 29, 2017 to December 31, 2017, was ($0.16). The Company’s results for the quarter ended December 31, 2017 includes a one-time tax expense of $2.1 million due to the enactment of federal tax reform.

PDL Community Bancorp – PDL Community Bancorp Announces 2017 Third Quarter Results (November 14th, 2017)

Net interest income was $8.3 million for the quarter ended September 30, 2017, up $1.4 million, or 20.3%, from $6.9 million for the quarter ended September 30, 2016. The interest rate spread and net interest margin was 3.58% and 3.86%, respectively, for the quarter ended September 30, 2017 compared to 3.73% and 3.94%, respectively, for the quarter ended September 30, 2016. The increase in net interest income for the quarter ended September 30, 2017 compared to the  same period in 2016 reflects a $1.8 million, or 21.4%, increase in total interest and dividend income offset by an increase of $325,000, or 21.8%, in total interest expense. The increase in interest and dividend income is primarily due to the commercial loan growth that provided an increase in average outstanding loans of $148.3 million or 24.2%, for the quarter ended September 30, 2017 compared to the same period in 2016. The yield on loans decreased to 5.15% for the quarter ended September 30, 2017 from 5.27% for the same

PDL Community Bancorp – PDL COMMUNITY BANCORP Up to 7,224,663 Shares (subject to increase up to 8,308,362 shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT July 31, 2017 (August 2nd, 2017)
PDL Community Bancorp – PONCE De LEON FEDERAL BANK AMENDMENT NO. 2 TO THE PLAN OF REORGANIZATION FROM A MUTUAL BANK TO A MUTUAL HOLDING COMPANY AND STOCK ISSUANCE PLAN (July 27th, 2017)
PDL Community Bancorp – Crowe Horwath LLP Independent Member Crowe Horwath International 488 Madison Avenue, Floor 3 New York, New York 10022-5722 Tel 212.572.5500 Fax 212.572.5572 www.crowehorwath.com (July 27th, 2017)

Ponce De Leon Federal Bank (“PDL”) has requested the opinion (“Opinion”) of Crowe Horwath LLP (“Crowe”) regarding certain federal, New York State, and New Jersey income tax consequences for PDL’s reorganization (“Reorganization”) from a federally chartered mutual bank into a mutual holding company structure. We have not considered any non-income tax or foreign, or state and local income tax consequences other than those items specifically addressed in our opinion, and, therefore, do not express any opinion regarding the treatment that would be given the Reorganization by applicable authorities on any federal, state, or local tax issues not specifically addressed herein. We also express no opinion on non-tax issues such as matters of corporate law or securities law. We express no opinion other than that as stated immediately above, and neither this opinion nor any prior statements are intended to imply or to be an opinion on any other matters.

PDL Community Bancorp – PDL COMMUNITY BANCORP BYLAWS (July 27th, 2017)
PDL Community Bancorp – PDL COMMUNITY BANCORP Up to 7,224,663 Shares (subject to increase up to 8,308,362 shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT (July 27th, 2017)
PDL Community Bancorp – CONFIDENTIAL May 12, 2017 Ponce De Leon Federal Bank 2244 Westchester Street Bronx, New York 10462 (May 22nd, 2017)

By letter dated December 2, 2016 (the “Engagement Letter”), Ponce De Leon Federal Bank (the “Bank”), on behalf of itself and the Company (as such term is defined in the Engagement Letter), and Raymond James & Associates, Inc., (“Raymond James”) entered into an agreement with respect to the terms under which Raymond James would assist the Company in connection with the Bank’s proposed reorganization into the mutual holding company form of organization. This letter hereby amends the Engagement Letter to clarify certain matters with regard to the engagement of Raymond James as provided herein. Accordingly, the Engagement Letter is hereby amended as follows:

PDL Community Bancorp – PDL COMMUNITY BANCORP BYLAWS (May 22nd, 2017)
PDL Community Bancorp – PDL COMMUNITY BANCORP STOCK HOLDING COMPANY CHARTER (May 22nd, 2017)
PDL Community Bancorp – Dear Member: I am writing to tell you of an investment opportunity, and just as importantly, to request your vote on important matters. (May 22nd, 2017)

Pursuant to a Plan of Reorganization from a Mutual Bank to a Mutual Holding Company and Stock Issuance Plan (the “Plan”), Ponce De Leon Federal Bank will reorganize from a mutual bank (meaning no stockholders) to the mutual holding company form of ownership. As a part of the reorganization, PDL Community Bancorp, a to-be-formed mid-tier stock holding company for the Bank, is conducting a minority offering of shares of its common stock. Also, in furtherance of our commitment to our local communities, a new charitable foundation, the Ponce De Leon Foundation, will be established in connection with the reorganization.

PDL Community Bancorp – PRO FORMA VALUATION REPORT MUTUAL HOLDING COMPANY STOCK OFFERING (May 22nd, 2017)

Ponce De Leon Federal Bank, established in 1960, is a federally-chartered mutual savings association headquartered in Bronx, New York. The Bank serves the New York metropolitan area through its headquarters office and 13 full service branch offices. A map of the Bank’s office locations is provided in Exhibit I-1. Ponce Bank is a member of the Federal Home Loan Bank (“FHLB”) system and its deposits are insured up to the maximum allowable amount by the Federal Deposit Insurance Corporation (“FDIC”). As of March 31, 2017, Ponce Bank had total assets of $786.3 million, total deposits of $655.9 million and total equity of $93.5 million equal to 11.89% of total assets. The Bank’s audited financial statements are included by reference as Exhibit I-2.

PDL Community Bancorp – PRO FORMA VALUATION REPORT MUTUAL HOLDING COMPANY STOCK OFFERING (April 12th, 2017)

This Appraisal is furnished pursuant to the requirements stipulated in the Code of Federal Regulations and has been prepared in accordance with the “Guidelines for Appraisal Reports for the Valuation of Savings and Loan Associations Converting from Mutual to Stock Form of Organization” (the “Valuation Guidelines”) of the Office of Thrift Supervision (“OTS”) and accepted by the Federal Reserve Board (“FRB”), the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation (“FDIC”), and applicable regulatory interpretations thereof.

PDL Community Bancorp – Employment Agreement (April 12th, 2017)

This Employment Agreement (the “Agreement”) is made and entered into as of March 23, 2017, by and between Carlos P. Naudon (the “Executive”) and Ponce De Leon Federal Bank, a federally chartered bank (the “Bank”).

PDL Community Bancorp – PONCE BANK MUTUAL HOLDING COMPANY BYLAWS (April 12th, 2017)
PDL Community Bancorp – PONCE De LEON FEDERAL BANK AMENDMENT NO. 1 TO THE PLAN OF REORGANIZATION FROM A MUTUAL BANK TO A MUTUAL HOLDING COMPANY AND STOCK ISSUANCE PLAN (April 12th, 2017)
PDL Community Bancorp – Employment Agreement (April 12th, 2017)

This Employment Agreement (the “Agreement”) is made and entered into as of                     , 2017, by and among Frank Perez (the “Executive”) on the one side, and on the other side Ponce Bank Mutual Holding Company, a federally chartered mutual holding company (the “MHC”), and PDL Community Bancorp, a federally chartered savings and loan holding company (the “Bancorp”).

PDL Community Bancorp – Employment Agreement (April 12th, 2017)

This Employment Agreement (the “Agreement”) is made and entered into as of March 31, 2017, by and between Frank Perez (the “Executive”) and Ponce De Leon Federal Bank, a federally chartered bank (the “Bank”).

PDL Community Bancorp – PONCE BANK MUTUAL HOLDING COMPANY FEDERAL MUTUAL HOLDING COMPANY CHARTER (April 12th, 2017)
PDL Community Bancorp – CONFIDENTIAL December 2, 2016 Ponce de Leon Federal Bank 2244 Westchester Street Bronx, NY 10462 Attention: Carlos P. Naudon, President Gentlemen: It is our understanding that Ponce de Leon Federal Bank (the “Bank”), on behalf of both itself and the Company (as defined herein), desires to retain the services of Raymond James & Associates, Inc. (“Raymond James”) to act as financial advisor, marketing agent, and records agent to the Company in connection with the Bank’s proposed reorganization into the mutual holding company form of organization (the “Reorganization”). It is further understood t (April 12th, 2017)

This letter agreement (the “Agreement”) is intended to serve as our agreement to provide the services outlined herein, to the extent requested by the Company.

PDL Community Bancorp – November 1, 2016 (April 12th, 2017)

This letter sets forth the agreement between Ponce De Leon Federal Bank, Bronx, New York (the “Bank”), and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent appraisal services in conjunction with the minority stock offering concurrent with the mutual holding company (the “MHC”) reorganization and formation of a mid-tier holding company (the “Company”). The scope, timing and fee structure for these appraisal services are described below.

PDL Community Bancorp – Subsidiary Name State of Incorporation or Organization Ponce Bank Federal Subsidiary Name State of Incorporation or Organization Ponce De Leon Mortgage Corporation New York PFS Services Inc. New York (April 12th, 2017)
PDL Community Bancorp – 7/31/13 Non-Qualified Deferred Compensation Plan, Basic Plan Document (April 12th, 2017)

By execution of the Adoption Agreement associated with this Basic Plan Document, the Employer establishes this Nonqualified Deferred Compensation Plan (“Plan”) for the benefit of certain Employees and Contractors the Employer designates in its Adoption Agreement. The primary purpose of the Plan is to provide additional compensation to Participants upon termination of employment or service with the Employer. The Employer will pay benefits under the Plan only in accordance with the terms and conditions set forth in the Plan.