EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2017 • FFBW, Inc. • Wisconsin
This Employment Agreement (this “Agreement”) is made effective as of May 24, 2017 (the “Effective Date”), by and between First Federal Bank of Wisconsin, a federally chartered savings bank (the “Bank”) and Edward H. Schaefer (the “Executive”). The Bank and Executive are sometimes collectively referred to herein as the “parties.”
May 1, 2017FFBW, Inc. • June 14th, 2017 • Georgia
The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of FIG Partners, LLC (“FIG”) to act as the exclusive financial advisor to First Federal Bank of Wisconsin (“First Federal” or the “Bank”) in connection with the proposed reorganization into the mutual holding company form of organization (the “Reorganization”). It is further understood that the Reorganization will include the formation of a Mutual Holding Company (the “MHC”) as well as a mid-tier stock holding company (the “Holding Company”) and together with the MHC and the Bank, the “Company” and the associated sale of common stock of the Holding Company as further described below.
KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTSFFBW, Inc. • June 14th, 2017
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of First Federal of Wisconsin (hereinafter referred to as “First Federal”), relating to the mutual to stock conversion of First Federal and minority stock offering (“the “Stock Offering”) of First Federal’s mid-tier holding company. KELLER will provide a pro forma valuation of the market value of the shares of First Federal’s mid-tier holding company to be sold in connection with the minority stock offering.
CONFIDENTIALITY AND NON-SOLICITATION AGREEMENTConfidentiality and Non-Solicitation Agreement • June 14th, 2017 • FFBW, Inc. • Wisconsin
This Confidentiality and Non-Solicitation Agreement (the “Agreement”) is made effective as of the 24th day of May, 2017 (the “Effective Date”), by and between First Federal Bank of Wisconsin, a federally chartered savings bank (the “Bank”) and David Rosenwald (the “Employee”).
ONE-YEAR CHANGE IN CONTROL AGREEMENTOne-Year Change in Control Agreement • June 14th, 2017 • FFBW, Inc. • Wisconsin
This Change in Control Agreement (the “Agreement”) is made effective as of the 24th day of May, 2017 (the “Effective Date”), by and between First Federal Bank of Wisconsin, a federally chartered savings bank (the “Bank”) and David Rosenwald (the “Executive”).
AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT WITH GARY D. RILEYDeferred Compensation Agreement • June 14th, 2017 • FFBW, Inc.
THIS AMENDED AND RESTATED AGREEMENT was originally entered into on 12th day of June, 2015 (the “Prior Agreement”) and this agreement is hereby amended and restated as of May 24, 2017 (the “Agreement”), by and between FIRST FEDERAL BANK OF WISCONSIN, a federally chartered savings bank having its principal place of business in the city of Waukesha, Wisconsin, hereinafter called “Bank,” party of the first part, and Gary D. Riley, hereinafter called “Executive,” party of the second part.
FIRST FEDERAL BANK OF WISCONSIN DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • June 14th, 2017 • FFBW, Inc. • Wisconsin
THIS DEFERRED COMPENSATION AGREEMENT FOR EDWARD H. SCHAEFER (the “Agreement”) is effective as of May 24, 2017, and is entered into by First Federal Bank of Wisconsin (the “Bank”) and Edward H. Schaefer (“Executive”).
