Up to 4,787,315 Shares RHINEBECK BANCORP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT November 9, 2018Agency Agreement • November 14th, 2018 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered • New York
Rhinebeck Bancorp, Inc., a Maryland corporation (the “Company”), Rhinebeck Bancorp, MHC, a New York-chartered mutual holding company (the “MHC”) and Rhinebeck Bank, a New York-chartered stock savings bank (the “Bank”), hereby confirm their agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or the “Agent”) with respect to the offer and sale by the Company of up to 4,787,315 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the “Securities.” In addition, as described herein, the Company will contribute a number of shares of Common Stock to Rhinebeck Bank Community Foundation (the “Foundation”) equal to 2% of the Company’s issued and outstanding shares of Common Stock upon completion of the Offerings (such shares hereinafter being referred to as the “Foundation Shares”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 10th, 2020 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered • New York
This restricted stock award agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of Rhinebeck 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, the te
NON-QUALIFIED STOCK OPTIONNon-Qualified Stock • July 10th, 2020 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered
This non-qualified stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of Rhinebeck 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
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2018 • Rhinebeck Bancorp, Inc. • New York
This Employment Agreement (the “Agreement”) is made and entered into, effective as of September 6, 2018 (the “Effective Date”), by and between Rhinebeck Bank, a New York-chartered savings bank with its principal place of business in Rhinebeck, New York (the “Bank”) and Michael J. Quinn (“Executive”). Any reference to the “Company” shall mean any newly-formed the stock holding company of the Bank, or any successor thereto.
Rhinebeck Savings Bank New Director Fee Continuation Plan AgreementContinuation Plan Agreement • September 10th, 2018 • Rhinebeck Bancorp, Inc. • New York
This New Director Fee Continuation Plan Agreement (this “Agreement”) is adopted this 1st day of January, 2008, by and between Rhinebeck Savings Bank, a state savings bank located in Poughkeepsie, New York (the “Bank”), and Joseph A. Bahnatka, Jr. (the “Director”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • January 23rd, 2019 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of January 16, 2019 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Rhinebeck Bancorp, Inc., a Maryland corporation (the “Successor Company”), and Rhinebeck Bancorp, MHC, a New York-chartered mutual holding company (the “Company”), under the Indenture referred to below.
Rhinebeck Savings Bank Supplemental Executive Retirement AgreementRetirement Agreement • September 10th, 2018 • Rhinebeck Bancorp, Inc. • New York
This Supplemental Executive Retirement Agreement (this “Agreement”) is adopted this 1st day of January, 2008, by and between Rhinebeck Savings Bank, a state savings bank located in Poughkeepsie, New York (the “Bank”), and Michael J. Quinn (the “Executive”).
ContractEmployment Agreement • March 29th, 2019 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered • New York
EMPLOYMENT AGREEMENT RHINEBECK SAVINGS BANK (the “Bank”), and Michael J. McDermott (“Executive”) agree to enter into this EMPLOYMENT AGREEMENT dated as of March 7, 2005 as follows: 1. SUPERCESSION OF PRIOR EMPLOYMENT AGREEMENT. Executive and the Bank previously originally entered into an Employment Agreement dated as of May 1, 2002 (the “Prior Agreement”). The parties have agreed that the terms and conditions set forth in this Agreement shall supersede any and all provisions of the Prior Agreement and any other existing oral or written agreements, representations, or warranties, between Executive and the Bank, and that such agreements shall be null and void and of no further force and effect, except as otherwise specifically provided in this Agreement. 2. EMPLOYMENT. The Bank hereby agrees to continue to employ Executive, and Executive hereby agrees to continue to be employed by the Bank, upon the terms and subject to the conditions set forth in this Agreement. 3. TERM OF EMPLOYMENT. T
Rhinebeck Savings Bank New Director Fee Continuation Plan AgreementContinuation Plan Agreement • September 10th, 2018 • Rhinebeck Bancorp, Inc. • New York
This New Director Fee Continuation Plan Agreement (this “Agreement”) is adopted this 1st day of January, 2008, by and between Rhinebeck Savings Bank, a state savings bank located in Poughkeepsie, New York (the “Bank”), and Frederick Battenfeld (the “Director”).
New Director Fee Continuation Plan AgreementContinuation Plan Agreement • September 10th, 2018 • Rhinebeck Bancorp, Inc. • New York
This New Director Fee Continuation Plan Agreement (this “Agreement”) is adopted this 1st day of January, 2008, by and between Rhinebeck Savings Bank, a state savings bank located in Poughkeepsie, New York (the “Bank”), and William C. Irwin (the “Director”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 10th, 2018 • Rhinebeck Bancorp, Inc. • New York
This Change in Control Agreement (this “Agreement”) is made and entered into effective as of August 28, 2018 (the “Effective Date”), by and between Rhinebeck Bank, a New York-chartered savings bank with its principal place of business in Rhinebeck, New York (the “Bank”) and James McCardle (“Executive”). Any reference to the “Company” shall mean any newly-formed the stock holding company of the Bank, or any successor thereto.
RP® FINANCIAL, LC.Rhinebeck Bancorp, Inc. • September 10th, 2018
This letter sets forth the agreement between Rhinebeck Bank, Poughkeepsie, New York (the “Bank”), the wholly-owned subsidiary of Rhinebeck Bancorp, MHC, 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 formation of a mid-tier holding company (the “Company”). The scope, timing and fee structure for these appraisal services are described below.
INCENTIVE STOCK OPTION2020 Equity Incentive Plan • July 10th, 2020 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered
This incentive stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of Rhinebeck 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 and f
