EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2011 • SBM Financial, Inc. • Maine
THIS AGREEMENT is made and entered into, effective as of the 21st day of June, 2010, by and between Savings Bank of Maine, a federal savings bank (the “Bank”), and Theodore N. Scontras, a resident of Saco, Maine (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2011 • SBM Financial, Inc. • Maine
THIS AGREEMENT is made and entered into, effective as of January 1, 2011, by and between Savings Bank of Maine, a federal savings bank (the “Bank”) and Edmund M. Hayden, a resident of Cumberland, Maine (“Executive”).
FORM OF SUBSCRIPTION AGREEMENT FOR INSTITUTIONAL OR INDIVIDUAL ACCREDITED INVESTORSSBM Financial, Inc. • September 9th, 2011 • New York
In connection with the undersigned’s proposed purchase of the shares of common stock, par value $0.01 per share (the “Shares”), of SBM Financial, Inc. (the “Company”) from the Company, the undersigned confirms that:
SBM FINANCIAL, INC. NONSTATUTORY STOCK OPTION PURCHASE AGREEMENT (Equity Incentive Plan)Nonstatutory Stock Option Purchase Agreement • September 9th, 2011 • SBM Financial, Inc. • Maryland
THIS AGREEMENT is entered into by and between SBM Financial, Inc., a Maryland corporation with its principal office at 190 Water Street, Gardiner, ME 04345 (hereinafter the ”Company”), and the undersigned director of the Company (hereinafter the ”Optionee”).
SAVINGS BANK OF MAINE Consulting AgreementConsulting Agreement • September 9th, 2011 • SBM Financial, Inc. • Maine
AGREEMENT, made this September 25, 2009 by and between Savings Bank of Maine, a Maine corporation with its principal place of business at 190 Water Street, Gardiner, Maine, and Dennis A. Carolin, an individual residing at 72 Parkwood Drive, Augusta, Maine 04330.
AGREEMENT OF MERGER BETWEEN SAVINGS BANK OF MAINE BANCORP AND SBM FINANCIAL, INC.Agreement of Merger • September 9th, 2011 • SBM Financial, Inc.
THIS AGREEMENT OF MERGER (the “SBM Merger Agreement”), dated as of May 25, 2010, is made by and between Savings Bank of Maine Bancorp, a federal subsidiary holding company (the “Former Holding Company”) and SBM Financial, Inc., a Maryland corporation (the “Holding Company”). Capitalized terms have the respective meanings given them in the Plan of Voluntary Supervisory Conversion of the Former Holding Company, dated March 10, 2010 (the “Plan”), unless otherwise defined herein.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • September 9th, 2011 • SBM Financial, Inc. • Maine
This Independent Contractor Agreement (“Agreement”) is made and effective as of June 1,2010 by and between Dennis W. Townley (“Consultant”) and Savings Bank of Maine, a federally chartered savings bank with a place of business in Gardiner, Maine (“SBM”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2011 • SBM Financial, Inc.
This Amendment (the “Amendment”) to the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of May 26, 2010, by and among SBM Financial, Inc. (the “Company”) and the holders of shares of the Company’s common stock who purchased such stock pursuant to a private placement memorandum, dated April 30, 2010 (the “Holders”) is entered into as of September 1, 2011, by the Company and a majority of the Holders of Registrable Securities of the Company (as such terms are defined in the Registration Rights Agreement) as provided in section 14(a) of the Registration Rights Agreement.
AMENDED AND RESTATED LOAN AND PLEDGE AGREEMENTLoan and Pledge Agreement • September 9th, 2011 • SBM Financial, Inc. • Connecticut
THIS AMENDED AND RESTATED LOAN AND PLEDGE AGREEMENT (“Agreement”) is made as of the 26th day of May, 2010, by and between BANKERS’ BANK NORTHEAST (“Lender”), a Connecticut chartered bankers’ bank with an office at 300 Winding Brook Drive, Glastonbury, Connecticut 06033, and SBM FINANCIAL, INC., a Maryland corporation which is successor by merger to SAVINGS BANK OF MAINE BANCORP, a federally chartered bank holding company (“Bancorp”) with an office at 190 Water Street, Gardiner, Maine 04345. SBM Financial, Inc. is referred to herein as “Borrower”. Borrower represents and warrants that it owns all of the issued and outstanding stock of Savings Bank of Maine (“Bank”). This Amended and Restated Loan and Pledge Agreement amends, restates and supersedes in its entirety the Loan Agreement between Bancorp and Lender, dated September 16, 2008 (the “Original Loan Agreement”). Capitalized terms used in this Agreement, which are not defined in the text hereof, have the meanings assigned to them in
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2011 • SBM Financial, Inc. • New York
This Registration Rights Agreement (this “Agreement”), dated as of May 26, 2010, is by and among (a) SBM Financial, Inc., a Maryland corporation (the “Company”) and (b) the holders of shares of the Company’s Common Stock, $.01 par value (the “Common Stock”) who purchase common stock pursuant to a private placement memorandum, dated April 30, 2010 (the “PPM”) (collectively, the “Holders”).
SBM FINANCIAL, INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • September 9th, 2011 • SBM Financial, Inc. • Maryland
SBM Financial, Inc. (the “Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each Restricted Stock Unit (“Restricted Stock Unit” or “RSU”) representing the right to receive one share of common stock of the Company, par value $0.01 per share (“Common Shares”) in accordance with the subject to the terms and restrictions of this Agreement (the “Agreement”) and the SBM Financial Equity Plan (the “Plan”), which is incorporated by reference and made a part of this Agreement. This is the first page of the Agreement, which describes in detail your rights with respect to the Restricted Stock Units granted to you hereby and which constitutes a legal agreement between you and the Company.
