AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 1, 2017 BY AND BETWEEN KEARNY FINANCIAL CORP. AND CLIFTON BANCORP INC.Voting Agreement • November 2nd, 2017 • Clifton Bancorp Inc. • Savings institution, federally chartered • Maryland
This is an Agreement and Plan of Merger, dated as of the 1st day of November, 2017 (“Agreement”), by and between Kearny Financial Corp., a Maryland corporation (“Purchaser”), and Clifton Bancorp Inc., a Maryland corporation (the “Company”).
CUTBACK AGREEMENTCutback Agreement • November 2nd, 2017 • Clifton Bancorp Inc. • Savings institution, federally chartered • New Jersey
THIS CUTBACK AGREEMENT (“Agreement”) is made and entered into as of the 1st day of November, 2017, by and between Clifton Bancorp Inc. (“CSBK”), its wholly owned-subsidiary, Clifton Savings Bank (the “Bank”), and Cynthia Sisco (the “Director”).
SETTLEMENT AGREEMENTSettlement Agreement • November 2nd, 2017 • Clifton Bancorp Inc. • Savings institution, federally chartered • New Jersey
This Settlement Agreement (the “Agreement”) is entered into as of November 1, 2017 by and among Paul M. Aguggia (the “Executive”), Kearny Financial Corp., a savings and loan holding company (“Buyer”), Kearny Bank, a wholly-owned subsidiary of Buyer (“Buyer Bank”), Clifton Bancorp Inc., a savings and loan holding company (“Seller”), and Clifton Savings Bank, a wholly-owned subsidiary of Seller (“Seller Bank”).
