AMALGAMATED FINANCIAL CORP., AS ISSUER, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUBORDINATED INDENTURE DATED AS OF NOVEMBER 8, 2021 SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLEIndenture • November 8th, 2021 • Amalgamated Financial Corp. • State commercial banks
INDENTURE, dated as of November 8, 2021 between Amalgamated Financial Corp., a public benefit corporation duly incorporated and existing under the laws of the State of Delaware (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee,” which term shall include any successor trustee appointed pursuant to Article 7 of this Indenture).
FORM OF DEPOSIT AGREEMENTDeposit Agreement • October 5th, 2021 • Amalgamated Financial Corp. • State commercial banks
This DEPOSIT AGREEMENT (“Deposit Agreement”) is made and entered into as of , 20 , by and among Amalgamated Financial Corp., a Delaware corporation, , and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) dated August 24, 2022, is entered into by and between Amalgamated Financial Corp. (the “Company”) and Mandy Tenner (the “Executive”) (each a “Party” and together, the “Parties”). References...Employment Agreement • August 30th, 2022 • Amalgamated Financial Corp. • State commercial banks
SEVERANCE AGREEMENTSeverance Agreement • March 15th, 2021 • Amalgamated Financial Corp. • State commercial banks • New York
This SEVERANCE AGREEMENT (this "Agreement") dated December 22, 2020, is entered into by and between Amalgamated Bank (the "Company") and Drew LaBenne (the "Executive"). The terms of this Agreement shall become effective upon the commencement of employment of a Chief Executive Officer of the Company, who is not an interim Chief Executive Officer, (the "Effective Date") and shall remain in effect until the 18-month anniversary of the Effective Date (such time period, the "Term").
RETENTION BONUS AGREEMENTRetention Bonus Agreement • March 15th, 2021 • Amalgamated Financial Corp. • State commercial banks • New York
This Retention Bonus Agreement (this "Agreement') is made and entered into by and between Amalgamated Bank, Inc. (the "Company") and Sam Brown (the "Executive"). This Agreement shall take effect on December 22, 2020 (the "Effective Date").
INVESTOR RIGHTS AGREEMENT dated as of August 13, 2018 by and among AMALGAMATED BANK and THE WORKERS UNITED RELATED PARTIES PARTY HERETOInvestor Rights Agreement • September 8th, 2020 • Amalgamated Financial Corp. • New York
INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2018 (the “Closing Date”), by and among Amalgamated Bank, a New York state-chartered non-member bank (the “Bank”), the entities listed on Exhibit A hereto (each, respectively, a “Workers United Related Party”).
AMALGAMATED FINANCIAL CORP. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTEquity Incentive Plan • March 10th, 2021 • Amalgamated Financial Corp. • State commercial banks
Amalgamated Financial Corp. (the “Company”) hereby grants you restricted stock units through the Amalgamated Financial Corp. 2021 Equity Incentive Plan (the “Plan”), subject to certain restrictions as described herein (“Award,” “Restricted Stock Units,” or “RSUs”).
AMALGAMATED FINANCIAL CORP. 2023 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 7th, 2024 • Amalgamated Financial Corp. • State commercial banks
Amalgamated Financial Corp. (the “Company”) hereby grants you restricted stock units through the Amalgamated Financial Corp. 2023 Equity Incentive Plan (the “Plan”), subject to certain restrictions as described herein (“Award,” “Restricted Stock Units,” or “RSUs”).
AMALGAMATED BANK 2019 EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 8th, 2020 • Amalgamated Financial Corp.
Amalgamated Bank (the “Bank”) hereby grants you restricted stock through the Amalgamated Bank 2019 Equity Incentive Plan (the “Plan”), subject to certain restrictions as described herein (“Award,” “Restricted Stock Units” or “RSUs”).
ADDENDUM TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2020 • Amalgamated Financial Corp.
AMALGAMATED BANK (the “Bank”) and KEITH MESTRICH (the “Executive”) (collectively referred to as “the Parties”), the Parties to an Amended and Restated Employment Agreement, dated July 25, 2017 (the “Agreement”), hereby enter into the following Addendum to the Agreement (the “Addendum”):
AMALGAMATED BANK 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 15th, 2021 • Amalgamated Financial Corp. • State commercial banks
Amalgamated Bank (the “Bank”) hereby grants you restricted stock units through the Amalgamated Bank 2019 Equity Incentive Plan (the “Plan”), subject to certain restrictions as described herein and in your Retention Bonus Agreement dated December 22, 2020 (the “Retention Bonus Agreement”) (“Award,” “Restricted Stock Units” or “RSUs”).
AMALGAMATED FINANCIAL CORP.Underwriting Agreement • November 8th, 2021 • Amalgamated Financial Corp. • State commercial banks • New York
Amalgamated Financial Corp., a Delaware public benefit corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $85,000,000 aggregate principal amount of the Company’s 3.250% Fixed-To-Floating Rate Notes due November 15, 2031 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Time (as defined below) (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with th
TRANSITION AND SEPARATION AGREEMENT AND RELEASEEmployment Agreement • March 15th, 2021 • Amalgamated Financial Corp. • State commercial banks • New York
This Transition and Separation Agreement and Release (the “Agreement”), has been made and entered into as of October 12, 2020, by and between Amalgamated Bank (the “Company”) and Keith Mestrich (the “Executive”) (each a “Party” and collectively the “Parties”).
AMALGAMATED BANK NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 8th, 2020 • Amalgamated Financial Corp. • New York
This Nonqualified Stock Option Agreement (“Agreement”) is entered on [DATE], between Amalgamated Bank (the “Bank”) and EMPLOYEE/BOARD MEMBER (the “Award Recipient”).
AMENDMENT TO AMENDED RESTATED EMPLOYMENTEmployment Agreement • September 8th, 2020 • Amalgamated Financial Corp.
AMENDMENT (this “Amendment”) dated April 23, 2020 (“Amendment Date”) to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated July 25, 2017, by and between Amalgamated Bank (the “Company”) and Keith Mesrich (the “Executive”) (each a “Party”) and together, the “Parties”).
REGISTRATION RIGHTS AGREEMENT by and among AMALGAMATED BANK and THE SHAREHOLDERS NAMED HEREIN Dated as of April 11, 2012Registration Rights Agreement • September 8th, 2020 • Amalgamated Financial Corp. • New York
REGISTRATION RIGHTS AGREEMENT, dated as of April 11, 2012, by and among Amalgamated Bank, a New York state-chartered non-member bank (the “Bank”), and the Investor Shareholders listed on the signature pages of this Agreement (each a “Shareholder” and collectively, the “Shareholders”).
AMALGAMATED FINANCIAL CORP. 2021 EQUITY INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENTEquity Incentive Plan • March 10th, 2021 • Amalgamated Financial Corp. • State commercial banks
Amalgamated Financial Corp. (the “Company”) hereby grants you restricted stock units through the Amalgamated Financial Corp. 2021 Equity Incentive Plan (the “Plan”), subject to certain restrictions as described herein (the “Award,” “Restricted Stock Units,” or “RSUs”).
AMALGAMATED BANK 2019 EQUITY INCENTIVE PLAN FORM OF PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • September 8th, 2020 • Amalgamated Financial Corp.
Amalgamated Bank (the “Bank”) hereby grants you restricted stock units through the Amalgamated Bank 2019 Equity Incentive Plan (the “Plan”), subject to certain restrictions as described herein (the “Award,” “Restricted Stock Units” or “RSUs”).
AMALGAMATED FINANCIAL CORP., AS ISSUER, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, FIRST SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 8, 2021 TO SUBORDINATED INDENTURE DATED AS OF NOVEMBER 8, 2021 3.250% FIXED-TO-FLOATING RATE SUBORDINATED NOTES...Indenture • November 8th, 2021 • Amalgamated Financial Corp. • State commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 8, 2021, between AMALGAMATED FINANCIAL CORP., a public benefit corporation duly incorporated and existing under the laws of the State of Delaware (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee (in such capacity, the “Trustee”), under the Base Indenture (as hereinafter defined).
August 13, 2018Amalgamated Financial Corp. • September 8th, 2020 • New York
Reference is made to that certain Investor Rights Agreement, dated as April 11, 2012, by and among Amalgamated Bank, a New York bank (the “Bank”), and the various stockholders party thereto (the “Investor Rights Agreement”). In connection with the termination of the Investor Rights Agreement by its terms on the date hereof due to the occurrence of a Qualifying Registration Event (as defined in the Investor Rights Agreement and that certain Registration Rights Agreement, dated as of April 11, 2012, by and among the Bank and the stockholders named therein (the “Registration Rights Agreement”), the Bank and YUCAIPA CORPORATE INITIATIVES FUND II, L.P. and YUCAIPA CORPORATE INITIATIVES (PARALLEL) FUND II, L.P. (collectively “Investor”) are contemporaneously entering into this agreement (this “Side Letter Agreement”) and, as such, the parties hereto acknowledge and agree that this Side Letter Agreement shall remain in full force and effect notwithstanding the termination of the Investor Righ
COLLECTIVE BARGAINING AGREEMENT BETWEEN AMALGAMATED BANK AND OFFICE & PROFESSIONAL EMPLOYEES INTERNATIONAL UNION, LOCAL 153, AFL-CIOCollective Bargaining Agreement • September 8th, 2020 • Amalgamated Financial Corp. • New York
• Participating part-time Employees will be reimbursed for both tuition and books on a prorated basis as determined by their weekly scheduled hours.
Contract2016 Independent Office Agreement • September 8th, 2020 • Amalgamated Financial Corp.
The 2016 Independent Office Agreement (hereinafter “Agreement”) between the undersigned EMPLOYER, (hereinafter “Employer”) and LOCAL 32BJ, SERVICE EMPLOYEES INTERNATIONAL UNION, (hereinafter “Union”), for the following premises:
AGREEMENT AND PLAN OF MERGER by and among AMALGAMATED FINANCIAL CORP. AMALGAMATED MERGER SUBSIDIARY, INC., and AMALGAMATED INVESTMENTS COMPANY Dated as of September 21, 2021Support Agreement • September 22nd, 2021 • Amalgamated Financial Corp. • State commercial banks • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 21, 2021, is by and among Amalgamated Financial Corp., a Delaware benefit corporation (“Buyer”), Amalgamated Merger Subsidiary, Inc., an Illinois corporation and wholly-owned subsidiary of Buyer (“Merger Sub”), and Amalgamated Investments Company, an Illinois corporation (“Seller”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.
AMALGAMATED FINANCIAL CORP. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 11th, 2021 • Amalgamated Financial Corp. • State commercial banks
Amalgamated Financial Corp. (the “Company”) hereby grants you, Priscilla Sims Brown, restricted stock units through the Amalgamated Financial Corp. 2021 Equity Incentive Plan (the “Plan”), subject to certain restrictions as described herein (“Award,” “Restricted Stock Units” or “RSUs”).
Amalgamated Bank Amalgamated Bank 2019 Equity Incentive Plan PERFORMANCE UNIT AWARD AGREEMENTAmalgamated Bank • September 8th, 2020 • Amalgamated Financial Corp.
Amalgamated Bank (the “Bank”) hereby grants you restricted stock units through the Amalgamated Bank 2019 Equity Incentive Plan (the “Plan”), subject to certain restrictions as described herein (the “Award,” “Restricted Stock Units” or “RSUs”).
