1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 2nd, 2000 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • November 17th, 2021 • Farmers National Banc Corp /Oh/ • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 17, 2021, and is made by and among Farmers National Banc Corp., an Ohio corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 22nd, 2000 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
AGREEMENT AND PLAN OF MERGER by and among CORTLAND BANCORP, FARMERS NATIONAL BANC CORP., and FMNB MERGER SUBSIDIARY IV, LLC Dated as of June 22, 2021Agreement and Plan of Merger • June 23rd, 2021 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 22, 2021 (this “Agreement”), is made by and among Cortland Bancorp, an Ohio corporation (“Company”), Farmers National Banc Corp., an Ohio corporation (“Purchaser”), and FMNB Merger Subsidiary IV, LLC, an Ohio limited liability company and wholly-owned subsidiary of Purchaser (“Merger Sub”).
FARMERS NATIONAL BANC CORP. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 5th, 2023 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
FARMERS NATIONAL BANC CORP. PERFORMANCE-BASED CASH AWARD AGREEMENTBased Cash Award Agreement • May 5th, 2023 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • June 23rd, 2021 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
This Change in Control Agreement (this “Agreement”) is made by and between Farmers National Banc Corp. (the “Company”) and (the “Executive”) effective as of the [*] day of [*], 2021 (the “Effective Date”).
FARMERS NATIONAL BANC CORP. PERFORMANCE-BASED EQUITY AWARD AGREEMENTBased Equity Award Agreement • May 5th, 2023 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
Maximum of 5,000,000 Shares FARMERS NATIONAL BANC CORP. AGENCY AGREEMENTAgency Agreement • December 23rd, 2010 • Farmers National Banc Corp /Oh/ • State commercial banks • New York
Farmers National Banc Corp., an Ohio corporation (the “Company”), and The Farmers’ National Bank of Canfield, a national banking association (the “Bank”), confirm their agreement with Sandler O’Neill & Partners, L.P. (the “Agent”) with respect to the offer and sale by the Company of up to 5,000,000 common shares, without par value (the “Shares”).
FARMERS NATIONAL BANC CORP. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 8th, 2017 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
Farmers National Banc Corp. (the “Company”) hereby grants the undersigned Participant an Award pursuant to the Farmers National Banc Corp. 2017 Equity Incentive Plan (the “Plan”) as evidenced by the Notice of Grant accompanying this Award Agreement, as further described in this Award Agreement (this “Award Agreement”).
FARMERS NATIONAL BANC CORP. PERFORMANCE-BASED EQUITY AWARD AGREEMENTBased Equity Award Agreement • August 8th, 2017 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
FARMERS NATIONAL BANC CORP. PERFORMANCE-BASED CASH AWARD AGREEMENTBased Cash Award Agreement • August 8th, 2017 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
This employment Agreement (this “Agreement”) is made and entered into between Frank L. Paden (“Paden”) and Farmers National Bank of Canfield, its affiliates and/or subsidiaries (the “Bank”), effective as of the last date set forth below. In consideration of the mutual covenants herein, Paden and the Bank hereby agree as follows:
RETIREMENT AGREEMENT BY AND BETWEEN FARMERS NATIONAL BANC CORP. AND FARMERS NATIONAL BANK AND FRANK L. PADENRetirement Agreement • June 29th, 2011 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 29th, 2011 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this day of , 20 , by and between Farmers National Banc Corp, an Ohio corporation (the “Corporation”), and , a director, officer, employee, agent, or representative (as hereinafter defined) of the Corporation (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
This employment Agreement (this “Agreement”) is made and entered into between Mark L. Graham (“Graham”) and Farmers National Bank of Canfield, its affiliates and/or subsidiaries (the “Bank”), effective as of the last date set forth below. In consideration of the mutual covenants herein, Graham and the Bank hereby agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2008 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
This employment Agreement (this “Agreement”) is made and entered into between [Named Executive Officer] (“NEO”) and Farmers National Bank of Canfield, its affiliates and subsidiaries (the “Bank”), effective as of the last date set forth below. In consideration of the mutual covenants herein, NEO and the Bank hereby agree as follows:
STANDBY PURCHASER AGREEMENTPurchaser Agreement • December 23rd, 2010 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
This letter confirms our agreement with respect to the intention of Farmers National Banc Corp., an Ohio corporation (the “Company”), to raise additional capital through a rights offering, with oversubscription privileges, of up to 5,000,000 (the “Underlying Shares”) of the Company’s common shares, no par value per share (the “Common Shares”), to its shareholders of record as of October 25, 2010 (“Rights Offering”) with the participation of standby purchasers for any unsubscribed shares in the Rights Offering (The Rights Offering and the offering to standby purchasers are hereinafter referred to as the “Offering”). Capitalized terms used herein and not defined herein shall have the meanings set forth in the Prospectus (as hereinafter defined).
FARMERS NATIONAL BANC CORP. CASH LONG-TERM INCENTIVE AWARD AGREEMENTTerm Incentive Award Agreement • February 27th, 2015 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
Farmers National Banc Corp. (the “Company”) hereby grants the undersigned Participant an Award pursuant to the Farmers National Banc Corp. Long-Term Incentive Plan (the “Cash LTI Plan”), and this Award Agreement (this “Award Agreement”) is effective the day of , 201__.
FARMERS NATIONAL BANC CORP. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 9th, 2024 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
AMENDMENT NO. 1 TO AGENCY AGREEMENTAgency Agreement • January 31st, 2011 • Farmers National Banc Corp /Oh/ • State commercial banks • New York
THIS AMENDMENT NO. 1 (“Amendment”) to the Agency Agreement, dated December 20, 2010 (the “Agency Agreement”) by and among Farmers National Banc Corp., an Ohio corporation (the “Company”), The Farmers’ National Bank of Canfield, a national banking association (the “Bank”) and Sandler O’Neill & Partners, L.P. (the “Agent”) is entered into as of January 26, 2010, by and among the Company, the Bank and the Agent.
ELECTION INFORMATION THE RIGHT TO MAKE AN ELECTION WILL EXPIRE ATFarmers National Banc Corp /Oh/ • May 15th, 2015 • State commercial banks
On January 27, 2015, Farmers National Banc Corp. (“Farmers”) and National Bancshares Corporation (“NBOH”) entered into the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”).
FARMERS NATIONAL BANC CORP. EQUITY LONG-TERM INCENTIVE AWARD AGREEMENTTerm Incentive Award Agreement • February 27th, 2015 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
Farmers National Banc Corp. (the “Company”) hereby grants the undersigned Participant an Award pursuant to the Farmers National Banc Corp. 2012 Equity Incentive Plan (the “Equity LTI Plan”) and this Award Agreement (this “Award Agreement”) effective the day of , 201__ (“Grant Date”).
To Our Clients:Farmers National Banc Corp /Oh/ • May 15th, 2015 • State commercial banks
On January 27, 2015, Farmers National Banc Corp., an Ohio corporation (“Farmers”) and National Bancshares Corporation, an Ohio corporation (“NBOH”), entered into the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) providing for the merger of NBOH with and into Farmers (the “Merger”).
FARMERS NATIONAL BANC CORP. LONG-TERM INCENTIVE PLAN AWARD AGREEMENT (2013)Award Agreement • March 13th, 2014 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
Farmers National Banc Corp. (the “Company”) hereby grants the undersigned Participant an Award pursuant to the Farmers National Banc Corp. Long-Term Incentive Plan (the “Plan”) and this Award Agreement (this “Award Agreement”) effective this ___ day of ____________, 2013.
FARMERS NATIONAL BANK OF CANFIELD DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • March 14th, 2011 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
THIS DEFERRED COMPENSATION AGREEMENT (“Agreement”) is made effective as of this 1st day of January, 2005, by and between Farmers National Bank of Canfield (the “Company”), an Ohio corporation and wholly-owned subsidiary of Farmers National Banc Corp., and Frank L. Paden (the “Executive”), an individual employed by the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2009 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
This Employment Agreement (this “Agreement”) is made and entered into between John S. Gulas (“Gulas”) and Farmers National Bank of Canfield, its affiliates and/or subsidiaries (the “Bank”), effective as of the last date set forth below. In consideration of the mutual covenants herein, Gulas and the Bank hereby agree as follows:
FARMERS NATIONAL BANC CORP. PERFORMANCE-BASED CASH AWARD AGREEMENTBased Cash Award Agreement • May 9th, 2024 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
To Our Clients:Farmers National Banc Corp /Oh/ • August 20th, 2015 • State commercial banks
On June 23, 2015, Tri-State 1st Banc, Inc., an Ohio corporation (“TSOH”), FMNB Merger Subsidiary, LLC, an Ohio limited liability company (“Merger Sub”), and Farmers National Banc Corp., an Ohio corporation (“Farmers”), entered into the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) providing for the merger of TSOH with and into Merger Sub (the “Merger”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2009 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
This employment Agreement (this “Agreement”) is made and entered into between Carl D.Culp (“Culp”) and Farmers National Bank of Canfield, its affiliates and subsidiaries (the “Bank”), effective as of the last date set forth below. In consideration of the mutual covenants herein, Culp and the Bank hereby agree as follows:
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 18th, 2021 • Farmers National Banc Corp /Oh/ • State commercial banks
This Amendment to Agreement and Plan of Merger (this “Amendment”) is hereby made and entered into as of October 12, 2021, by and among Cortland Bancorp, an Ohio corporation (“Company”), Farmers National Banc Corp., an Ohio corporation (“Purchaser”), and FMNB Merger Subsidiary IV, LLC, an Ohio limited liability company and wholly-owned subsidiary of Purchaser (“Merger Sub”). Reference is made to that certain Agreement and Plan of Merger, dated as of June 22, 2021, by and among Company, Purchaser and Merger Sub (the “Merger Agreement”).
FARMERS NATIONAL BANC CORP. LONG-TERM INCENTIVE PLAN AWARD AGREEMENT (2012)Award Agreement • March 13th, 2013 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
Farmers National Banc Corp. (the “Company”) hereby grants the undersigned Participant an Award pursuant to the Farmers National Banc Corp. Long-Term Incentive Plan (the “Plan”) and this Award Agreement (this “Award Agreement”) effective this day of , 2012.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2012 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into between Carl D. Culp (“Culp”) and Farmers National Bank of Canfield, its affiliates and subsidiaries (the “Bank”) effective as of the date set forth below, and amends, restates and supersedes the prior Employment Agreement (“Prior Agreement”) between the parties. In consideration of the mutual covenants herein, Culp and the Bank hereby agree to amend and restate the Prior Agreement as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2012 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into between Mark L. Graham (“Graham”) and Farmers National Bank of Canfield, its affiliates and subsidiaries (the “Bank”) effective as of the date set forth below, and amends, restates and supersedes the prior Employment Agreement (“Prior Agreement”) between the parties. In consideration of the mutual covenants herein, Graham and the Bank hereby agree to amend and restate the Prior Agreement as follows:
FARMERS NATIONAL BANC CORP. CASH LONG-TERM INCENTIVE AWARD AGREEMENTTerm Incentive Award Agreement • March 10th, 2016 • Farmers National Banc Corp /Oh/ • State commercial banks • Ohio
Farmers National Banc Corp. (the “Company”) hereby grants the undersigned Participant an Award pursuant to the Farmers National Banc Corp. Long-Term Incentive Plan (the “Cash LTI Plan”), and this Award Agreement (this “Award Agreement”) is effective the day of , 201__.
