Rhinebeck Bancorp, Inc. Sample Contracts
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”).
INCENTIVE STOCK OPTIONIncentive Stock Option Agreement • 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
NON-QUALIFIED STOCK OPTIONNon-Qualified Stock Option Agreement • 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
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
RP® FINANCIAL, LC.Appraisal Services Agreement • September 10th, 2018 • Rhinebeck Bancorp, Inc.
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.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • June 25th, 2024 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered • New York
This Change in Control Agreement (this “Agreement”) is made and entered into effective as of July 8, 2024 (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 Kevin Nihill (“Executive”). Any reference to the “Company” shall mean Rhinebeck Bancorp, Inc., or any successor thereto.
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 AgreementNew Director Fee Continuation 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”).
RHINEBECK BANCORP, INC. (a Maryland corporation) Up to 8,912,500 Shares of COMMON STOCK (Par Value $0.01 Per Share) Subscription Price $10.00 Per Share AGENCY AGREEMENT May 14, 2026Agency Agreement • May 14th, 2026 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered
Rhinebeck Bancorp, Inc., a Maryland corporation (“RBI”), Rhinebeck Bancorp, MHC, a New York-chartered mutual holding company (the “MHC”), and Rhinebeck Bank, a New York-chartered savings bank (the “Bank”) (collectively, RBI, the MHC and the Bank are the “RBI Parties”), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. (“KBW” or the “Agent”), as follows:
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 AgreementSupplemental Executive Retirement 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
NON-QUALIFIED STOCK OPTIONNon-Qualified Stock Option Agreement • December 17th, 2025 • 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 2025 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. Copies of the Plan and related prospectus have 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”) or the Board of Directors of the Company 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 requi
Rhinebeck Savings Bank New Director Fee Continuation Plan AgreementNew Director Fee Continuation 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 AgreementNew Director Fee Continuation 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”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • December 17th, 2025 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered
This restricted stock award agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2025 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. Copies of the Plan and related prospectus have 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”) or the Board of Directors of the Company will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permi
Mr. Matthew J. Smith President and Chief Executive Officer Rhinebeck Bank, wholly-owned subsidiary of Rhinebeck Bancorp, Inc. Poughkeepsie, New York 12601 Dear Mr. Smith:Engagement Agreement • March 13th, 2026 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered
This letter sets forth the agreement between Rhinebeck Bank, Poughkeepsie, New York (the “Bank”), the wholly-owned subsidiary of Rhinebeck Bancorp, Inc., which in turn is the majority-owned subsidiary of Rhinebeck Bancorp, MHC (the “MHC” and collectively with the Bank, the “Company”) and RP® Financial, LC. (“RP Financial”), whereby the Company has engaged RP Financial to provide the conversion appraisal and related services in conjunction with the proposed second step conversion.
Retirement Separation AgreementRetirement Separation Agreement • March 21st, 2025 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered • New York
This Retirement Separation Agreement (the “Agreement”) is entered into, effective as of March 21, 2025 (the “Effective Date”), by and among Rhinebeck Bancorp, Inc., a Maryland corporation (the “Company”), Rhinebeck Bank, a New York chartered savings bank and wholly owned subsidiary of the Company (the “Bank”) (the Company and the Bank are collectively referred to herein as the “Employer”), and Michael J. Quinn (the “Executive”) (the Employer and the Executive are collectively referred to herein as the “Parties”).
January 28, 2026Services Agreement • March 13th, 2026 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered
This letter agreement (this “Agreement”) confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) by Rhinebeck Bancorp, MHC, Rhinebeck Bancorp, Inc. and Rhinebeck Bank (collectively with any of its successors or any new stock holding company formed to effect the second step offering, the “Bank”), on behalf of both itself and the Company (as defined herein), to act as the conversion agent and the data processing records management agent (KBW in such capacities, the “Agent”) to the Company in connection with the Bank’s proposed reorganization from the mutual holding company form to the full stock form of organization, including the offer and sale of the common stock (the “Reorganization”) pursuant to the Company’s proposed Plan of Conversion and Reorganization (the “Plan of Reorganization”). The sale will be to eligible persons in a subscription offering (the “Subscription Offering”), with any remaining unsold shares of Common Stock to then be offered to the general public in a c
INCENTIVE STOCK OPTIONIncentive Stock Option Agreement • December 17th, 2025 • 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 2025 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. Copies of the Plan and related prospectus have 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”) or the Board of Directors of the Company 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,
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2025 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered • New York
Rhinebeck Bancorp, Inc. a Maryland corporation (the “Company”), Rhinebeck Bank, a New York chartered savings bank and wholly owned subsidiary of the Company (the “Bank”) (the Company and the Bank are collectively referred to herein as the “Employer”) and Matthew J. Smith (“Executive”) (collectively, the “Parties”) agree to enter into this EMPLOYMENT AGREEMENT (“Agreement”), dated as of September 16, 2025 and effective as of October 20, 2025 (“Effective Date”), as follows:
RHINEBECK BANCORP, INC. (a Maryland corporation) Up to 8,912,500 Shares of COMMON STOCK (Par Value $0.01 Per Share) Subscription Price $10.00 Per Share AGENCY AGREEMENT May [·], 2026Agency Agreement • April 24th, 2026 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered
Rhinebeck Bancorp, Inc., a Maryland corporation (“RBI”), Rhinebeck Bancorp, MHC, a New York-chartered mutual holding company (the “MHC”), and Rhinebeck Bank, a New York-chartered savings bank (the “Bank”) (collectively, RBI, the MHC and the Bank are the “RBI Parties”), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. (“KBW” or the “Agent”), as follows: