Up to 13,225,000 Shares Provident Bancorp, Inc. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT August 7, 2019Agency Agreement • August 12th, 2019 • Provident Bancorp, Inc. /MD/ • Savings institutions, not federally chartered • New York
INCENTIVE STOCK OPTION AWARD AGREEMENTIncentive Stock Option Award Agreement • November 23rd, 2020 • Provident Bancorp, Inc. /MD/ • Savings institutions, not federally chartered • Massachusetts
This 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 Provident 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 and related prospectus have been provided 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 appointed to administer the Plan (the “Committee”) or the Board of Directors 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” includes the parent and all
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2023 • Provident Bancorp, Inc. /MD/ • Savings institutions, not federally chartered • Massachusetts
This Amended and Restated Employment Agreement (the “Agreement”) was originally made as of the 22nd day of April, 2021 (the “Effective Date”), by and between The Provident Bank, a state-chartered savings bank organized and existing under the laws of the Commonwealth of Massachusetts and now known as BankProv (the “Bank”), and Joseph Mancini of Peabody, Massachusetts (the “Executive”) and is amended and restated as of February 14, 2023. References in this Agreement to the “Company” are to Provident Bancorp, Inc., the holding company of the Bank.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • November 23rd, 2020 • Provident Bancorp, Inc. /MD/ • Savings institutions, not federally chartered • Massachusetts
This 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 Provident 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 and related prospectus have been provided 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 appointed to administer the Plan (the “Committee”) or the Board of Directors 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” includes the parent and all
STANDSTILL AGREEMENTStandstill Agreement • October 31st, 2023 • Provident Bancorp, Inc. /MD/ • Savings institutions, not federally chartered • Maryland
THIS STANDSTILL AGREEMENT (the “Agreement”), dated this 28th day of October 2023, is by and among Provident Bancorp, Inc. (the “Company”), Stilwell Activist Fund, L.P. (“Activist Fund”), Stilwell Activist Investments, L.P. (“Activist Investments”), Stilwell Partners, L.P. (“Stilwell Partners”), Stilwell Value LLC (“Stilwell Value”), and Joseph Stilwell, an individual (collectively, with Activist Fund, Activist Investments, Stilwell Partners, and Stilwell Value, the “Stilwell Group,” and each individually, a “Stilwell Group Member”) and Dennis Pollack, as the Nominee, as defined below.
AMENDMENT ONE TO THE AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR CHARLES F. WITHEEProvident Bancorp, Inc. /MD/ • December 23rd, 2020 • Savings institutions, not federally chartered
This Amendment One (the “Amendment”) is made to the Amended and Restated Supplemental Executive Retirement Agreement (the “SERP”), dated February 26, 2015, by and between The Provident Bank (the “Bank”) and Provident Bancorp, Inc. (the “Company”) (collectively, the “Employer”) and Charles F. Withee (the “Executive”). Capitalized terms not defined herein shall have the same meaning ascribed to them in the SERP.
March 5, 2019Provident Bancorp, Inc. /MD/ • June 7th, 2019 • Massachusetts
This letter sets forth the agreement between The Provident Bank, Amesbury, Massachusetts (the “Bank”), a state-chartered bank wholly-owned by Provident Bancorp, Inc. (the “Company”), which in turn is majority owned by Provident Bancorp, a mutual holding company (the “MHC”), collectively “Provident” or the “Company,” and RP® Financial, LC. (“RP Financial”), whereby RP Financial will provide the independent conversion appraisal services in conjunction with Provident’s second step conversion offering.
RESIGNATION, SEPARATION AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMSResignation, Separation Agreement • November 4th, 2021 • Provident Bancorp, Inc. /MD/ • Savings institutions, not federally chartered • New Hampshire
This Resignation, Separation Agreement and Full and Final Release of Claims (“Agreement”) is entered into between The Provident Bank (the “Bank”) and Charles Withee (“you” or “your”) (collectively, the “Parties”) on October 29, 2021.
DEFERRED CASH BONUS AGREEMENTDeferred Cash Bonus Agreement • December 23rd, 2020 • Provident Bancorp, Inc. /MD/ • Savings institutions, not federally chartered • Massachusetts
THIS DEFERRED CASH BONUS AGREEMENT (this “Agreement”) is entered into as of December 23, 2020 (the “Effective Date”) by and between The Provident Bank (the “Bank”) and David P. Mansfield (the “Executive”); references to the “Company” herein means Provident Bancorp, Inc.; and
SEPARATION AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMSSeparation Agreement • December 23rd, 2022 • Provident Bancorp, Inc. /MD/ • Savings institutions, not federally chartered • New Hampshire
This Separation Agreement and Full and Final Release of Claims (“Agreement”) is entered into between BankProv (the “Bank”), Provident Bancorp, Inc. (the “Company”) and David P. Mansfield (“you” or “your”) (collectively, the “Parties”).
Restricted Stock Award2020 Equity Incentive Plan • November 23rd, 2020 • Provident Bancorp, Inc. /MD/ • Savings institutions, not federally chartered
This restricted stock 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 Provident 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 and related prospectus have been provided 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 appointed to administer the Plan (“Committee”) or the Board of Directors 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
SEPARATION AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMSSeparation Agreement • February 9th, 2024 • Provident Bancorp, Inc. /MD/ • Savings institutions, not federally chartered • Massachusetts
This Separation Agreement and Full and Final Release of Claims (“Agreement”) is entered into between BankProv (the “Bank”), Provident Bancorp, Inc. (the “Company”) and Carol Houle (“you” or “your”) (collectively, the “Parties”).
AMENDMENT ONE TO THE AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR DAVID P. MANSFIELDProvident Bancorp, Inc. /MD/ • December 23rd, 2020 • Savings institutions, not federally chartered
This Amendment One (the “Amendment”) is made to the Amended and Restated Supplemental Executive Retirement Agreement (the “SERP”), dated February 21, 2015, by and between The Provident Bank (the “Bank”) and Provident Bancorp, Inc. (the “Company”) (collectively, the “Employer”) and David P. Mansfield (the “Executive”). Capitalized terms not defined herein shall have the same meaning ascribed to them in the SERP.
