ORRSTOWN BANK GROUP TERM REPLACEMENT PLANOrrstown Financial Services Inc • March 28th, 2000 • State commercial banks • Pennsylvania
1,481,481 Shares Orrstown Financial Services, Inc. Common Stock no stated par value Underwriting AgreementUnderwriting Agreement • March 24th, 2010 • Orrstown Financial Services Inc • State commercial banks • New York
Orrstown Financial Services, Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or an “Underwriter”) and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Sandler O’Neill is acting as representative (in such capacity, the “Representative”) with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 1,481,481 shares of common stock, no par value, of the Company (the “Stock”), as set forth in Schedule I hereto (the “Firm Shares”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2 hereof to purchase all or any part of 222,222 additional shares of common st
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • December 20th, 2018 • Orrstown Financial Services Inc • State commercial banks • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of December 19, 2018 and is made by and among Orrstown Financial Services, Inc., a Pennsylvania corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
Change in Control AgreementChange in Control Agreement • May 4th, 2021 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
This Change in Control Agreement (“Agreement”) is entered into this 28th day of April, 2021, (the “Effective Date”), by and among Orrstown Financial Services, Inc., a Pennsylvania corporation (“Orrstown”), Orrstown Bank, a bank and trust company organized under the Pennsylvania Banking Code of 1965 and a wholly owned subsidiary of Orrstown (the “Bank”) (Orrstown and the Bank are hereinafter collectively referred to as the “Employer”) and Neelesh Kalani, an adult individual (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2023 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
This Employment Agreement (“Agreement”) is effective as of the closing of the transactions contemplated by the Merger Agreement (as defined below) (the “Effective Date”), by and among Orrstown Financial Services, Inc., a Pennsylvania corporation (“Orrstown”), Orrstown Bank, a bank and trust company organized under the Pennsylvania Banking Code of 1965 and a wholly owned subsidiary of Orrstown (the “Bank”) (Orrstown and the Bank are hereinafter collectively referred to as the “Employer”) and Craig L. Kauffman, an adult individual (the “Executive”).
AGREEMENT AND PLAN OF MERGER by and between ORRSTOWN FINANCIAL SERVICES, INC. and HAMILTON BANCORP, INC. Dated as of October 23, 2018Agreement and Plan of Merger • October 24th, 2018 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
AGREEMENT AND PLAN OF MERGER, dated as of October 23, 2018 (this “Agreement”), by and between Orrstown Financial Services, Inc., a Pennsylvania corporation (“Buyer”) and Hamilton Bancorp, Inc., a Maryland corporation (the “Company”).
FORM OF SUBORDINATED NOTE PURCHASE AGREEMENTForm of Subordinated Note Purchase Agreement • December 20th, 2018 • Orrstown Financial Services Inc • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 19, 2018, and is made by and among Orrstown Financial Services, Inc., a Pennsylvania corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages hereto (as defined below) (each a “Purchaser” and collectively, the “Purchasers”).
ORRSTOWN BANK SALARY CONTINUATION AGREEMENTContinuation Agreement • March 28th, 2000 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • December 19th, 2022 • Orrstown Financial Services Inc • State commercial banks
THIS DEFERRED COMPENSATION AGREEMENT (this “Agreement”), adopted this 15th day of December, 2022, by and between Orrstown Bank, located in Shippensburg, Pennsylvania (the “Employer”), and Adam L. Metz (the “Executive”), formalizes the agreements and understanding between the Employer and the Executive.
ORRSTOWN FINANCIAL SERVICES, INC. As Issuer, and As Trustee INDENTURE Dated as of December 19, 2018Indenture • December 20th, 2018 • Orrstown Financial Services Inc • State commercial banks • New York
This INDENTURE dated as of December 19, 2018 is between Orrstown Financial Services, Inc., a Pennsylvania corporation (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.
VOTING AGREEMENTVoting Agreement • October 24th, 2018 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
VOTING AGREEMENT (“Agreement”), dated as of October 23, 2018, by and among Orrstown Financial Services, Inc., Inc., a Pennsylvania corporation (“Buyer”), and the undersigned holder (“Stockholder”) of common stock, par value $0.01 per share (“Common Stock”), of Hamilton Bancorp, Inc., a Maryland corporation (the “Company”).
FIRST AMENDMENT TO THE ORRSTOWN BANK DIRECTOR RETIREMENT AGREEMENT DATED OCTOBER 1, 1998 FOR JEFFREY W. COYDirector Retirement Agreement • March 15th, 2010 • Orrstown Financial Services Inc • State commercial banks
THIS FIRST AMENDMENT is adopted this 22nd day of March, 2007, effective as of January 1, 2005, by and between Orrstown Bank, a state commercial bank located in Orrstown, Pennsylvania (the “Company”), and Jeffrey W. Coy (the “Director”).
AMENDMENT AND RESTATEMENT OF THE ORRSTOWN BANK SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • March 15th, 2010 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
THIS AMENDED & RESTATED ORRSTOWN BANK SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 1st day of May, 2006, by and between ORRSTOWN BANK, a state corporation located in Shippensburg, Pennsylvania (the “Bank”) and KENNETH R. SHOEMAKER (the “Executive”).
ORRSTOWN BANK DIRECTOR RETIREMENT AGREEMENTDirector Retirement Agreement • March 28th, 2000 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
PURCHASE AND ASSUMPTION AGREEMENT between ORRSTOWN BANK as Seller and THE JUNIATA VALLEY BANK as Purchaser December 23, 2022Purchase and Assumption Agreement • December 28th, 2022 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
THIS PURCHASE AND ASSUMPTION AGREEMENT, dated as of December 23, 2022 (this “Agreement”), is by and between ORRSTOWN BANK, a Pennsylvania bank and trust company having its principal office at 77 East King Street, Shippensburg, Pennsylvania 17257 (“Seller”), and THE JUNIATA VALLEY BANK, a Pennsylvania bank and trust company having its principal office at One South Main Street, Mifflintown, Pennsylvania 17059 (“Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 26th, 2011 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
THIS AGREEMENT is made to be effective as of August 25, 2011 (the “Effective Date”), by and among ORRSTOWN BANK, a Pennsylvania banking institution (the “Bank”), ORRSTOWN FINANCIAL SERVICES, INC., a Pennsylvania business corporation (the “Corporation”), and THOMAS RODNEY QUINN, JR., an adult individual (the “Executive”).
ORRSTOWN BANK SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • March 15th, 2010 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 1st day of May, 2006, by and between ORRSTOWN BANK, a state corporation located in Shippensburg, Pennsylvania (the “Bank”) and BARB BROBST (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2018 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
This Employment Agreement (“Agreement”) made as of October 23, 2018, by and among Orrstown Financial Services, Inc., a Pennsylvania corporation (“Orrstown”), Orrstown Bank, a bank and trust company organized under the Pennsylvania Banking Code of 1965 and a wholly owned subsidiary of Orrstown (the “Bank”) (Orrstown and the Bank are hereinafter collectively referred to as the “Employer”) and Ellen Fish, an adult individual (the “Executive”). This Agreement is being executed in connection with the Agreement and Plan of Merger by and between Orrstown Financial Services, Inc. and Hamilton Bancorp, Inc. dated October 23, 2018, (the “Merger Agreement”). The date on which the Effective Time (as defined by Section 1.2 of the Merger Agreement) of the transactions contemplated by the Merger Agreement occurs shall be the effective date of this Agreement (the “Effective Date”). The Employer and Executive are also entering into a Change in Control Agreement (the “Change in Control Agreement”), to b
CONFIDENTIAL SETTLEMENT AND GENERAL RELEASE AGREEMENTConfidential Settlement and General Release Agreement • February 4th, 2013 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
This Confidential Settlement and General Release Agreement (“Agreement”) is entered into this 31st day of January, 2013, among plaintiffs PL Capital, LLC; PL Capital Advisors, LLC; Goodbody/PL Capital, LLC; Financial Edge Fund, L.P.; Financial Edge-Strategic Fund, L.P.; Goodbody/PL Capital, L.P.; PL Capital/Focused Fund, L.P.; Richard J. Lashley; and John W. Palmer (collectively, “Plaintiffs”), and defendants Joel Zullinger, Thomas Quinn, Jeffrey Coy, Anthony Ceddia, Mark Keller, Andrea Pugh, Gregory Rosenberry, Glenn Snoke, Floyd Stoner, and John Ward (collectively, “Defendants”), and Nominal Party Orrstown Financial Services, Inc. (“Orrstown”). Plaintiffs, Defendants, and Orrstown are referred to herein collectively as the “Parties.”
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2018 • Orrstown Financial Services Inc • State commercial banks
This Amendment (“Amendment”) is effective as of March 13, 2018 (the “Effective Date”), by and among Orrstown Financial Services, Inc., a Pennsylvania corporation (“Orrstown”), Orrstown Bank, a bank and trust company organized under the Pennsylvania Banking Code of 1965 and a wholly owned subsidiary of Orrstown (the “Bank”) (Orrstown and the Bank are hereinafter collectively referred to as the “Employer”) and Benjamin W. Wallace, an adult individual (the “Executive”).
FORM CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 14th, 2008 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
THIS CHANGE IN CONTROL AGREEMENT is made as of , 20 , by and among ORRSTOWN FINANCIAL SERVICES, INC., a Pennsylvania business corporation (the “Corporation”), ORRSTOWN BANK, a Pennsylvania state charted bank having its principal place of business at 77 East King Street, Shippensburg, Pennsylvania 17257 (the “Bank”), and an individual residing at , , Pennsylvania (the “Executive”).
AGREEMENT AND PLAN OF MERGER by and between ORRSTOWN FINANCIAL SERVICES, INC. and CODORUS VALLEY BANCORP, INC. Dated as of December 12, 2023Orrf Voting Agreement • December 12th, 2023 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
AGREEMENT AND PLAN OF MERGER, dated as of December 12, 2023 (this “Agreement”), by and between Orrstown Financial Services, Inc., a Pennsylvania corporation (“ORRF”), and Codorus Valley Bancorp, Inc., a Pennsylvania corporation (“CVLY”).
ORRSTOWN BANK Salary Continuation AgreementSalary Continuation Agreement • January 8th, 2010 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
This Salary Continuation Agreement (this “Agreement”) is entered into this 22nd day of December, 2009, by and between ORRSTOWN BANK, a state-chartered commercial bank located in Shippensburg, Pennsylvania (the “Bank”), and THOMAS R QUINN JR. (the “Executive”).
FIRST AMENDMENT TO THE ORRSTOWN BANK DIRECTOR RETIREMENT AGREEMENT DATED OCTOBER 1, 2002 FOR GLENN W. SNOKEDirector Retirement Agreement • March 15th, 2010 • Orrstown Financial Services Inc • State commercial banks
THIS FIRST AMENDMENT is adopted this 24th day of April, 2007, effective as of January 1, 2005, by and between Orrstown Bank, a state commercial bank located in Orrstown, Pennsylvania (the “Company”), and Glenn W. Snoke (the “Director”).
Trust AgreementTrust Agreement • March 15th, 2010 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
Whereas, the Bank heretofore established the Orrstown Financial Services, Inc., Director/Officer Deferred Compensation Plan, hereinafter called “the Plan,” for the purpose of providing a retirement benefit to certain eligible directors of the board of directors, hereinafter called “the Board,” of the Bank, and
FIRST AMENDMENT TO THE ORRSTOWN BANK DIRECTOR RETIREMENT AGREEMENT DATED OCTOBER 1, 1998 FOR ANTHONY F. CEDDIADirector Retirement Agreement • March 15th, 2010 • Orrstown Financial Services Inc • State commercial banks
THIS FIRST AMENDMENT is adopted this 22nd day of March, 2007, effective as of January 1, 2005, by and between Orrstown Bank, a state commercial bank located in Orrstown, Pennsylvania (the “Company”), and Anthony F. Ceddia (the “Director”).
FIRST AMENDMENT TO THE ORRSTOWN BANK DIRECTOR RETIREMENT AGREEMENT DATED OCTOBER 1, 1998 FOR KENNETH R. SHOEMAKERDirector Retirement Agreement • March 15th, 2010 • Orrstown Financial Services Inc • State commercial banks
THIS FIRST AMENDMENT is adopted this 22nd day of March, 2007, effective as of January 1, 2005, by and between Orrstown Bank, a state commercial bank located in Orrstown, Pennsylvania (the “Company”), and Kenneth R. Shoemaker (the “Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2006 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
THIS AGREEMENT is made this 28th day of April, 2006, between ORRSTOWN FINANCIAL SERVICES, INC., a Pennsylvania corporation (“Orrstown”), THE FIRST INTERIM NATIONAL BANK OF NEWPORT, a national banking association (the “Bank”) and PETER C. ZIMMERMAN, an adult individual (the “Executive”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 12th, 2009 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
THIS CHANGE IN CONTROL AGREEMENT is made to be effective as of March 1, 2009, by and among ORRSTOWN FINANCIAL SERVICES, INC., a Pennsylvania business corporation (the “Corporation”), ORRSTOWN BANK, a Pennsylvania state charted bank having its principal place of business at 77 East King Street, Shippensburg, Pennsylvania 17257 (the “Bank”), and THOMAS RODNEY QUINN, JR. an individual residing at 4400 Deerwood Court, Bonita Springs, FL 34134 (the “Executive”).
ORRSTOWN FINANCIAL SERVICES, INC. RESTRICTED SECURITY GRANT AGREEMENT FOR NON- EMPLOYEE DIRECTORS Pursuant to the 2011 Incentive Stock PlanRestricted Security Grant Agreement • March 16th, 2023 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
This Restricted Security Grant Agreement (this “Agreement”) is delivered by Orrstown Financial Services, Inc., a Pennsylvania corporation (the “Company”), pursuant to the Summary of Grant delivered with this Agreement to the individual named in the Summary of Grant (the "Participant"). The Summary of Grant, which specifies the Participant, the date as of which the grant is made (the "Date of Grant"), the Vesting Schedule and other specific details of the grant is incorporated herein by reference.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 22nd, 2010 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
THIS AGREEMENT is made to be effective as of December 31, 2009 (the “Effective Date”), by and among ORRSTOWN BANK, a Pennsylvania banking institution (the “Bank”), ORRSTOWN FINANCIAL SERVICES, INC., a Pennsylvania business corporation (the “Corporation”) and , an adult individual (the “Executive”).
AMENDMENT AND RESTATEMENT OF THE ORRSTOWN BANK SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • March 15th, 2010 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
THIS AMENDED & RESTATED ORRSTOWN BANK SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 1st day of May, 2006, by and between ORRSTOWN BANK, a state corporation located in Shippensburg, Pennsylvania (the “Bank”) and BRADLEY S. EVERLY (the “Executive”).
AGREEMENT AND PLAN OF REORGANIZATION between ORRSTOWN FINANCIAL SERVICES, INC. and THE FIRST NATIONAL BANK OF NEWPORT November 21, 2005Agreement and Plan of Reorganization • November 22nd, 2005 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of November 21, 2005, is made by and between ORRSTOWN FINANCIAL SERVICES, INC. (“Orrstown”), a Pennsylvania corporation having its principal place of business in Shippensburg, Pennsylvania, and THE FIRST NATIONAL BANK OF NEWPORT (“FNB”), a national banking association having its principal place of business in Newport, Pennsylvania.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 11th, 2022 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania
This Amended and Restated Change in Control Agreement (“Agreement”) is entered into this 11th day of April, 2022, (the “Effective Date”), by and among Orrstown Financial Services, Inc., a Pennsylvania corporation (“Orrstown”), Orrstown Bank, a bank and trust company organized under the Pennsylvania Banking Code of 1965 and a wholly owned subsidiary of Orrstown (the “Bank”) (Orrstown and the Bank are hereinafter collectively referred to as the “Employer”) and Neelesh Kalani, an adult individual (“Executive”).
FIRST AMENDMENT TO THE ORRSTOWN BANK DIRECTOR RETIREMENT AGREEMENT DATED OCTOBER 1, 2002 FOR JOHN S. WARDDirector Retirement Agreement • March 15th, 2010 • Orrstown Financial Services Inc • State commercial banks
THIS FIRST AMENDMENT is adopted this 22nd day of March, 2007, effective as of January 1, 2005, by and between Orrstown Bank, a state commercial bank located in Orrstown, Pennsylvania (the “Company”), and John S. Ward (the “Director”).
