ARTICLE 4 REPRESENTATION AND WARRANTIES OF EMCLAIRE AND FARMERS NATIONALAgreement and Plan of Reorganization • April 13th, 1998 • Emclaire Financial Corp • National commercial banks • Pennsylvania
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), is made and entered into as of the 1st day of July, 2007, between Emclaire Financial Corp., a Pennsylvania-chartered bank holding company (the "Corporation"), the Farmers...Employment Agreement • June 27th, 2007 • Emclaire Financial Corp • National commercial banks • Pennsylvania
Exhibit 10.4 CHANGE IN CONTROL AGREEMENT This CHANGE IN CONTROL AGREEMENT (this "Agreement"), is made and entered into as of the 1st day of July 2007, between Emclaire Financial Corp., a Pennsylvania-chartered bank holding company (the "Corporation"),...Change in Control Agreement • June 27th, 2007 • Emclaire Financial Corp • National commercial banks • Pennsylvania
INTRODUCTIONEmclaire Financial Corp • March 24th, 2003 • National commercial banks • Pennsylvania
EMCLAIRE FINANCIAL CORP. (HOLDING COMPANY FOR THE FARMERS NATIONAL BANK OF EMLENTON) STOCK SUBSCRIPTION AGREEMENT ---------------------------- Your Properly Completed Stock Subscription Agreement Must Be Returned To: Emclaire Financial Corp., 612 Main...Stock Subscription Agreement • October 17th, 1996 • Emclaire Financial Corp • National commercial banks • Pennsylvania
SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2011 • Emclaire Financial Corp • National commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using SBLF funds.
INTRODUCTIONRetirement Plan Agreement • March 24th, 2003 • Emclaire Financial Corp • National commercial banks • Pennsylvania
UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2009 • Emclaire Financial Corp • National commercial banks • New York
Sandler O’Neill & Partners, L.P., as Representative of the Underwriters named in Schedule I hereto, 919 Third Avenue, 6th Floor, New York, New York 10022
AGREEMENT AND PLAN OF MERGER by and among EMCLAIRE FINANCIAL CORP., FARMERS NATIONAL BANC CORP., and FMNB MERGER SUBSIDIARY V, LLC Dated as of March 23, 2022Agreement and Plan of Merger • March 24th, 2022 • Emclaire Financial Corp • National commercial banks • Ohio
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 23, 2022 (this “Agreement”), is made by and among Emclaire Financial Corp., a Pennsylvania corporation (“Company”), Farmers National Banc Corp., an Ohio corporation (“Purchaser”), and FMNB Merger Subsidiary V, LLC, an Ohio limited liability company and wholly-owned subsidiary of Purchaser (“Merger Sub”).
Settlement AgreementSettlement Agreement • March 24th, 2022 • Emclaire Financial Corp • National commercial banks • Ohio
This Settlement Agreement (the “Agreement”) is entered into as of March 23, 2022 by and among Eric Gantz (the “Executive”), Emclaire Financial Corp, a Pennsylvania-chartered bank holding company (“Bank”), and The Farmers National Bank of Emlenton, a national banking association (collectively referred to as the “Company”).
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 20th, 2017 • Emclaire Financial Corp • National commercial banks • Pennsylvania
This AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this "Agreement"), is made and entered into as of the 15th day of November 2017, between Emclaire Financial Corp., a Pennsylvania-chartered bank holding company (the "Corporation"), The Farmers National Bank of Emlenton, a national banking association (the "Bank") and Amanda L. Engles (the "Executive") (the Corporation and the Bank are referred to together herein as the "Employers").
FIRST AMENDMENT TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 24th, 2022 • Emclaire Financial Corp • National commercial banks
THIS FIRST AMENDMENT (the “Amendment”) is adopted March 23, 2022 by and among Emclaire Financial Corp., a Pennsylvania-chartered bank holding company (the “Corporation”), The Farmers National Bank of Emlenton, a national banking association (the “Bank”), and Amanda L. Engles (“the “Executive”) (the Corporation and the Bank are referred to together herein as the “Employers”).
Exhibit 10Change of Control Severance Benefits Agreement • May 11th, 2006 • Emclaire Financial Corp • National commercial banks • Pennsylvania
AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTSupplemental Executive Retirement Plan Agreement • March 22nd, 2019 • Emclaire Financial Corp • National commercial banks • Pennsylvania
This Amended and Restated Supplemental Executive Retirement Plan Agreement (the "Agreement"), is made and entered into as of the ____ day of November 2015, by and between The Farmers National Bank of Emlenton, located in Emlenton, Pennsylvania (hereinafter referred to as the "Employer"), and Robert A. Vernick (hereinafter referred to as the "Executive").
SECOND AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTSupplemental Executive Retirement Plan Agreement • March 24th, 2022 • Emclaire Financial Corp • National commercial banks
THIS SECOND AMENDMENT (the “Amendment”) is adopted March 23, 2022 by and between The Farmers National Bank of Emlenton (the “Employer”) and Amanda Engles (the “Executive”).
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 22nd, 2019 • Emclaire Financial Corp • National commercial banks • Pennsylvania
This AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”), is made and entered into as of the 18th day of November 2015, between Emclaire Financial Corp., a Pennsylvania-chartered bank holding company (the “Corporation”), The Farmers National Bank of Emlenton, a national banking association (the “Bank”) and Jennifer A. Roxbury (the “Executive”) (the Corporation and the Bank are referred to together herein as the “Employers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 20th, 2015 • Emclaire Financial Corp • National commercial banks • Pennsylvania
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 18th day of November 2015, between Emclaire Financial Corp., a Pennsylvania-chartered bank holding company (the “Corporation”), The Farmers National Bank of Emlenton, a national banking association (the “Bank”) and William C. Marsh (the “Executive”).
UNITED STATES DEPARTMENT OF THE TREASURYSecurities Purchase Agreement • August 19th, 2011 • Emclaire Financial Corp • National commercial banks • New York
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN EMCLAIRE FINANCIAL CORP AND Community first bancorp, inc.Agreement and Plan of Merger • May 25th, 2018 • Emclaire Financial Corp • National commercial banks • Pennsylvania
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 24, 2018, by and between Emclaire Financial Corp, a Pennsylvania corporation (“the “Company”), and Community First Bancorp, Inc, a Pennsylvania corporation (“CFB”).
FIRST AMENDMENT TO THE Amended and restated SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AgreementRetirement Plan Agreement • February 11th, 2019 • Emclaire Financial Corp • National commercial banks
THIS FIRST AMENDMENT (the “Amendment”) is adopted February 8, 2019, by and between The Farmers National Bank of Emlenton (the “Employer”), and Jennifer A. Roxbury (the “Executive”).
EMCLAIRE FINANCIAL CORP. up to 200,000 Shares (subject to increase up to shares) COMMON SHARES ($1.25 Par Value) Subscription Price $23.63 Per Share AGENCY AGREEMENTAgency Agreement • August 8th, 2008 • Emclaire Financial Corp • National commercial banks • New York
FIRST AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AgreementSupplemental Executive Retirement Plan Agreement • February 11th, 2019 • Emclaire Financial Corp • National commercial banks
THIS FIRST AMENDMENT (the “Amendment”) is adopted February 8, 2019, by and between The Farmers National Bank of Emlenton (the “Employer”), and Amanda Engles (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 10th, 2015 • Emclaire Financial Corp • National commercial banks • Pennsylvania
FIRST AMENDMENT TO THE AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AgreementSupplemental Executive Retirement Plan Agreement • February 11th, 2019 • Emclaire Financial Corp • National commercial banks
THIS FIRST AMENDMENT (the “Amendment”) is adopted February 8, 2019, by and between The Farmers National Bank of Emlenton (the “Employer”), and William C. Marsh (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2011 • Emclaire Financial Corp • National commercial banks • Pennsylvania
AGREEMENT AND PLAN OF MERGER By and Among EMCLAIRE FINANCIAL CORP, THE FARMERS NATIONAL BANK OF EMLENTON And UNITED-AMERICAN SAVINGS BANK Dated as of December 30, 2015Agreement and Plan of Merger • December 30th, 2015 • Emclaire Financial Corp • National commercial banks • Pennsylvania
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 30, 2015, is by and among (i) Emclaire Financial Corp, a Pennsylvania corporation (“Emclaire”), (ii) The Farmers National Bank of Emlenton (“Farmers National”), a national banking association and wholly owned subsidiary of Emclaire, and (iii) United-American Savings Bank, a Pennsylvania chartered savings bank (“UA Bank”).
Financial Information Related to the Assets Acquired and Liabilities AssumedEmclaire Financial Corp • November 3rd, 2009 • National commercial banks
On April 6, 2009, Emclaire Financial Corp. (the “Company”), through its wholly-owned bank subsidiary, the Farmers National Bank of Emlenton (the “Bank”), entered into a Purchase and Assumption Agreement with National City Bank (“National City”) and PNC Financial Services Group, Inc. (“PNC”) where the Bank agreed to acquire certain assets and assume certain liabilities of one National City branch office located in Titusville, Pennsylvania. The Board of Governors of the Federal Reserve System and U.S. Department of Justice required National City to divest of this and other branch locations in connection with of its acquisition by PNC.
AGREEMENT AND PLAN OF CONVERSION MERGERAgreement and Plan of Conversion Merger • June 27th, 2008 • Emclaire Financial Corp • National commercial banks • Pennsylvania
THIS AGREEMENT AND PLAN OF CONVERSION MERGER ("Agreement") is entered into as of this 22nd day of May, 2008, respectively, by and among Emclaire Financial Corp. ("Emclaire"), a Pennsylvania corporation, The Farmers National Bank of Emlenton (the "Bank"), a national banking association and the wholly-owned subsidiary of Emclaire, and Elk County Savings and Loan Association ("Elk County"), a Pennsylvania-chartered mutual savings association.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN EMCLAIRE FINANCIAL CORP AND NORTHERN HANCOCK BANK AND TRUST cO.Agreement and Plan of Merger • May 5th, 2017 • Emclaire Financial Corp • National commercial banks • Pennsylvania
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 4, 2017, by and between Emclaire Financial Corp, a Pennsylvania corporation (“the “Company”), and Northern Hancock Bank and Trust Co., a West Virginia chartered bank (“NHBT”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 2nd, 2017 • Emclaire Financial Corp • National commercial banks • Pennsylvania
Amendment No. 1, dated as of September 29, 2017 (the "Amendment"), to the Agreement and Plan of Merger, dated as of May 4, 2017 (the "Agreement"), by and between Emclaire Financial Corp, a Pennsylvania corporation (the "Company"), and Northern Hancock Bank and Trust Co., a West Virginia chartered bank ("NHBT").
AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTSupplemental Executive Retirement Plan Agreement • November 20th, 2015 • Emclaire Financial Corp • National commercial banks • Pennsylvania
This Amended and Restated Supplemental Executive Retirement Plan Agreement (the “Agreement”), is made and entered into as of the 18th day of November 2015, by and between The Farmers National Bank of Emlenton, a nationally-chartered commercial bank located in Emlenton, Pennsylvania (the “Bank” or the “Employer”) and William C. Marsh (the “Executive”).
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTSupplemental Executive Retirement Plan Agreement • November 20th, 2017 • Emclaire Financial Corp • National commercial banks • Pennsylvania
This Supplemental Executive Retirement Plan Agreement (the "Agreement"), by and between The Farmers National Bank of Emlenton, located in Emlenton, Pennsylvania (hereinafter referred to as the "Employer"), and Amanda Engles (hereinafter referred to as the "Executive"), is made and entered into this 15th of November, 2017 , formalizes the agreements and understanding between the Employer and the Executive.
PURCHASE AND ASSUMPTION AGREEMENT dated as of April 6, 2009 by and among NATIONAL CITY BANK, THE FARMERS NATIONAL BANK OF EMLENTON and THE PNC FINANCIAL SERVICES GROUP, INC. with respect to Sections 7.6 and 7.10, and Article 12Purchase and Assumption Agreement • April 7th, 2009 • Emclaire Financial Corp • National commercial banks • Pennsylvania
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of April 6, 2009 (this “Agreement”), by and among National City Bank (“Seller”) and The Farmers National Bank of Emlenton (“Purchaser”), and The PNC Financial Services Group, Inc., a Pennsylvania Corporation (“PNC”), with respect to Sections 7.6 and 7.10, and Article 12.
EXHIBIT 10 Form of Change in Control Agreement between Registrant and three (3) executive officers CHANGE OF CONTROL SEVERANCE BENEFITS AGREEMENT ---------------------------------------------- THIS AGREEMENT, executed in duplicate at Emlenton,...Emclaire Financial Corp • March 31st, 1997 • National commercial banks • Pennsylvania
UNITED STATES DEPARTMENT OF THE TREASURYEmclaire Financial Corp • December 7th, 2011 • National commercial banks
Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.
