Deferred Fee Agreement Sample Contracts

Steel Partners Holdings L.P. – Second Amended and Restated Deferred Fee Agreement (January 20th, 2012)

THIS AMENDED AND RESTATED DEFERRED FEE AGREEMENT (this "Agreement"), first made as of the 31st day of October, 2002, amended and restated effective as of January 1, 2005 and as further amended and restated effective as of July 15, 2009 (the "Effective Date") (except for certain provisions with other effective dates as specifically stated herein) by and between Steel Partners Holdings L.P., a Delaware limited partnership (formerly named WebFinancial L.P.) ("Steel Partners Holdings") and WGL Capital Corp., a corporation organized under the laws of the State of Colorado ("WGL") (successor by merger to WGL Capital Corp., formerly named Steel Partners Services, Ltd., a corporation organized under the laws of the State of New York, which in turn is a successor by merger with WGL Capital Corp., a corporation organized under the laws of the State of New York) (WGL and such predecessor entities are collectively referred to herein as, the "Investor Servicer").

American River Bankshares Deferred Fee Agreement (January 3rd, 2012)

WHEREAS, to encourage the Director to remain a member of the Company's Board of Directors, the Company desires to provide to the Director an opportunity to defer fees and obtain certain benefits related thereto.

Steel Partners Holdings L.P. – Second Amended and Restated Deferred Fee Agreement (December 15th, 2011)

THIS AMENDED AND RESTATED DEFERRED FEE AGREEMENT (this "Agreement"), first made as of the 31st day of October, 2002, amended and restated effective as of January 1, 2005 and as further amended and restated effective as of July 15, 2009 (the "Effective Date") (except for certain provisions with other effective dates as specifically stated herein) by and between Steel Partners Holdings L.P., a Delaware limited partnership (formerly named WebFinancial L.P.) ("Steel Partners Holdings") and WGL Capital Corp., a corporation organized under the laws of the State of Colorado ("WGL") (successor by merger to WGL Capital Corp., formerly named Steel Partners Services, Ltd., a corporation organized under the laws of the State of New York, which in turn is a successor by merger with WGL Capital Corp., a corporation organized under the laws of the State of New York) (WGL and such predecessor entities are collectively referred to herein as, the "Investor Servicer").

Santa Lucia Bank – First Amended and Restated Deferred Fee Agreement Between Santa Lucia Bank And (June 27th, 2011)

This Termination Agreement (the "Termination") by and between Santa Lucia Bank, a California corporation, (the "Bank") and [*] (the "Director"), is made as of the 1st day of May, 2011.

Harvard Illinois Bancorp, Inc. – Harvard Savings Bank Deferred Fee Agreement (September 15th, 2009)

THIS DEFERRED FEE AGREEMENT (this Agreement) is adopted this day of , 200 , by and between HARVARD SAVINGS BANK, a state chartered savings bank located in Harvard, Illinois (the Company), and [NAME OF DIRECTOR] (the Director).

Harvard Illinois Bancorp, Inc. – Harvard Federal Savings & Loan Association Deferred Fee Agreement (September 15th, 2009)

THIS AGREEMENT is made this day of , by and between Harvard Federal Savings & Loan Association (the Company), and (the Director).

Plumas Bancorp – Plumas Bank Deferred Fee Agreement (May 13th, 2009)

This Deferred Fee Agreement (Agreement) is entered into this 30th day of April, 2009 by and between Plumas Bank (Bank), and Alvin Blickenstaff (Director).

Maxxam – Second Amendment to Deferred Fee Agreement (March 31st, 2009)

This Second Amendment to Deferred Fee Agreement (the "Amendment") is entered into as of December 12, 2008 by and between MAXXAM INC., a Delaware corporation (the "Company"), and EZRA G. LEVIN (the "Director"), currently residing at 5260 Sycamore, Riverdale-on-Hudson, Bronx, New York 10471.

Maxxam – Deferred Fee Agreement (March 31st, 2009)

THIS AGREEMENT, dated as of SEPTEMBER 1, 1994, is by and between MAXXAM INC., a Delaware corporation (the "Company"), and EZRA G. LEVIN (the "Director"), currently residing at 5260 Sycamore, Riverdale-on-Hudson, Bronx, New York 10471.

Santa Lucia Bank – First Amended and Restated Deferred Fee Agreement Recital (March 30th, 2009)

This First Amended and Restated Deferred Fee Agreement (hereinafter Agreement) is made and entered into, and is effective as of January 1, 2008 by and between Santa Lucia Bank, a bank organized and existing under the laws of the state of California (hereinafter the Bank or Company) and Paul G. Moerman, a director of the Bank (hereinafter Director or Participant);

Santa Lucia Bank – First Amended and Restated Deferred Fee Agreement Recital (March 30th, 2009)

This First Amended and Restated Deferred Fee Agreement (hereinafter Agreement) is made and entered into, and is effective as of January 1, 2008 by and between Santa Lucia Bank, a bank organized and existing under the laws of the state of California (hereinafter the Bank or Company) and Jean Hawkins, a director of the Bank (hereinafter Director or Participant);

Santa Lucia Bank – First Amended and Restated Deferred Fee Agreement Recital (March 30th, 2009)

This First Amended and Restated Deferred Fee Agreement (hereinafter Agreement) is made and entered into, and is effective as of January 1, 2008 by and between Santa Lucia Bank, a bank organized and existing under the laws of the state of California (hereinafter the Bank or Company) and Douglas C. Filipponi, a director of the Bank (hereinafter Director or Participant);

Santa Lucia Bank – First Amended and Restated Deferred Fee Agreement Recital (March 30th, 2009)

This First Amended and Restated Deferred Fee Agreement (hereinafter Agreement) is made and entered into, and is effective as of January 1, 2008 by and between Santa Lucia Bank, a bank organized and existing under the laws of the state of California (hereinafter the Bank or Company) and D. Jack Stinchfield, a director of the Bank (hereinafter Director or Participant);

Santa Lucia Bank – First Amended and Restated Deferred Fee Agreement Recital (March 30th, 2009)

This First Amended and Restated Deferred Fee Agreement (hereinafter Agreement) is made and entered into, and is effective as of January 1, 2008 by and between Santa Lucia Bank, a bank organized and existing under the laws of the state of California (hereinafter the Bank or Company) and Khatchik Achadjian, a director of the Bank (hereinafter Director or Participant);

Santa Lucia Bank – First Amended and Restated Deferred Fee Agreement Recital (March 30th, 2009)

This First Amended and Restated Deferred Fee Agreement (hereinafter Agreement) is made and entered into, and is effective as of January 1, 2008 by and between Santa Lucia Bank, a bank organized and existing under the laws of the state of California (hereinafter the Bank or Company) and Jerry W. DeCou III, a director of the Bank (hereinafter Director or Participant);

Heritage Commerce Corp – First Amended and Restated Heritage Commerce Corp Deferred Fee Agreement (January 2nd, 2009)

This First Amended and Restated Deferred Fee Agreement (hereinafter Agreement) is made and entered into effective as of January 1, 2005, by and between HERITAGE COMMERCE CORP, a bank holding company organized and existing under the laws of the state of California (hereinafter the Company) and JACK PECKHAM, a Director of the Company (hereinafter Director or Participant);

Heritage Commerce Corp – First Amended and Restated Heritage Commerce Corp Deferred Fee Agreement Recital (January 2nd, 2009)

This First Amended and Restated Deferred Fee Agreement (hereinafter Agreement) is made and entered into effective as of January 1, 2005, by and between HERITAGE COMMERCE CORP, a bank holding company organized and existing under the laws of the state of California (hereinafter the Company) and JAMES BLAIR, a Director of the Company (hereinafter Director or Participant);

Form of Deferred Fee Agreement (November 8th, 2007)

This Agreement made as of this day of December, 1998 between , an exempted limited liability company organized under the laws of (the Company), and OZ Management, L.L.C., a limited liability company organized under the laws of the State of Delaware (the Investment Manager).

Indiana Community Bancorp – First Amendment to the Homefederal Bank Director Deferred Fee Agreement Dated November 22, 2005 for Harold Force (July 27th, 2007)

THIS FIRST AMENDMENT is adopted this 24 day of July, 2007, effective as of January 1, 2006, by and between HOMEFEDERAL BANK, a state-chartered bank located in Columbus, Indiana (the "Bank"), and Harold Force (the "Director").

Indiana Community Bancorp – First Amendment to the Homefederal Bank Director Deferred Fee Agreement Dated November 22, 2005 for David W. Laitinen (July 27th, 2007)

THIS FIRST AMENDMENT is adopted this 24 day of July, 2007, effective as of January 1, 2006, by and between HOMEFEDERAL BANK, a state-chartered bank located in Columbus, Indiana (the "Bank"), and David W. Laitinen (the "Director").

Indiana Community Bancorp – First Amendment to the Homefederal Bank Director Deferred Fee Agreement Dated November 22, 2005 for John T. Beatty (July 27th, 2007)

THIS FIRST AMENDMENT is adopted this 24 day of July, 2007, effective as of January 1, 2006, by and between HOMEFEDERAL BANK, a state-chartered bank located in Columbus, Indiana (the "Bank"), and John T. Beatty (the "Director").

Plumas Bancorp – Deferred Fee Agreement (March 15th, 2006)

To encourage the Director to remain a member of the Banks Board of Directors, the Bank is willing to provide to the Director a deferred fee opportunity. The Bank will pay the benefits from its general assets.

Indiana Community Bancorp – Homefederal Bank Director Deferred Fee Agreement (November 29th, 2005)

WHEREAS THIS AGREEMENT AMENDS AND RESTATES the prior HomeFederal Bank Directors Deferred Compensation Plan (the "Plan") between the HomeFederal Bank and the Director effective April 1, 1992, as amended by the First Amendment dated February 18, 1993, the Second Amendment effective June 1, 1992, and the Third Amendment effective July 1, 1996 (collectively, the Plan, the First Amendment and the Second Amendment are referred to as the "Prior Agreement"), this DIRECTOR DEFERRED FEE AGREEMENT (the "Agreement") is made this _______ day of ________________, 2005, by HOMEFEDERAL BANK (the "Bank"), a federally-chartered bank located in Columbus, Indiana and David W. Laitinen (the "Director"). The purpose of this Agreement is to encourage the Director to remain a member of the Bank's Board of Directors.

Indiana Community Bancorp – Homefederal Bank Director Deferred Fee Agreement (November 29th, 2005)

WHEREAS THIS AGREEMENT AMENDS AND RESTATES the prior HomeFederal Bank Directors Deferred Compensation Plan (the "Plan") between the HomeFederal Bank and the Director effective April 1, 1992, as amended by the First Amendment dated February 18, 1993, and the Second Amendment dated effective July 1, 1996 (collectively, the Plan, the First Amendment and the Second Amendment are referred to as the "Prior Agreement"), this DIRECTOR DEFERRED FEE AGREEMENT (the "Agreement") is made this _______ day of ________________, 2005, by HOMEFEDERAL BANK (the "Bank"), a federally-chartered bank located in Columbus, Indiana and John T. Beatty (the "Director"). The purpose of this Agreement is to encourage the Director to remain a member of the Bank's Board of Directors.

Indiana Community Bancorp – Homefederal Bank Director Deferred Fee Agreement (November 29th, 2005)

WHEREAS THIS AGREEMENT AMENDS AND RESTATES the prior HomeFederal Bank Directors Deferred Compensation Plan (the "Plan") between the HomeFederal Bank and the Director effective April 1, 1992, as amended by the First Amendment dated February 18, 1993, the Second Amendment effective June 1, 1992, and the Third Amendment effective July 1, 1996 (collectively, the Plan, the First Amendment and the Second Amendment are referred to as the "Prior Agreement"), this DIRECTOR DEFERRED FEE AGREEMENT (the "Agreement") is made this _______ day of ________________, 2005, by HOMEFEDERAL BANK (the "Bank"), a federally-chartered bank located in Columbus, Indiana and Harold Force (the "Director"). The purpose of this Agreement is to encourage the Director to remain a member of the Bank's Board of Directors.

Heritage Commerce Corp – Heritage Bank of Commerce Deferred Fee Agreement (March 31st, 2005)

THIS AGREEMENT is made effective as of June 30, 1997 by and between HERITAGE BANK OF COMMERCE (the "Bank"), and Jack Peckham, (the "Director").

Heritage Commerce Corp – Heritage Bank of Commerce Deferred Fee Agreement (March 31st, 2005)

THIS AGREEMENT is made effective as of June 30, 1997 by and between HERITAGE BANK OF COMMERCE (the "Bank"), and James R. Blair, (the "Director").

Plumas Bancorp – Deferred Fee Agreement (January 6th, 2005)

To encourage the Director to remain a member of the Banks Board of Directors, the Bank is willing to provide to the Director a deferred fee opportunity. The Bank will pay the benefits from its general assets.

Plumas Bancorp – Deferred Fee Agreement (January 6th, 2005)

To encourage the Director to remain a member of the Banks Board of Directors, the Bank is willing to provide to the Director a deferred fee opportunity. The Bank will pay the benefits from its general assets.

Southern Michigan Bancorp – FORM OF FIRST AMENDMENT TO SOUTHERN MICHIGAN BANK & TRUST DEFERRED FEE AGREEMENT for <NAME> (November 12th, 2004)

&nbsp THIS AMENDMENT executed on this ________ day of __________________, 2004, by and between SOUTHERN MICHIGAN BANK & TRUST, a state commercial bank located in Coldwater, Michigan (the "Company") and <NAME> (the "Director").

Deferred Fee Agreement (October 24th, 1996)