Evans Bancorp Inc Sample Contracts

Exhibit 10.15
Employment Agreement • August 1st, 2001 • Evans Bancorp Inc • National commercial banks • New York
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EXHIBIT 10.8 AGREEMENT
Agreement • March 30th, 1999 • Evans Bancorp Inc • National commercial banks
EXHIBIT 10.5
Guarantee Agreement • November 4th, 2004 • Evans Bancorp Inc • National commercial banks • New York
EXHIBIT 10.22
Asset Purchase Agreement • March 28th, 2005 • Evans Bancorp Inc • National commercial banks • New York
EXHIBIT 10.6
Purchase Agreement • November 4th, 2004 • Evans Bancorp Inc • National commercial banks • New York
EVANS bancORP, inc. Issuer and wilmington trust, National ASsociation Trustee Indenture
Evans Bancorp Inc • April 8th, 2016 • National commercial banks • New York
EXHIBIT 10.3
Employment Agreement • March 30th, 1998 • Evans Bancorp Inc • National commercial banks • New York
SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • March 24th, 2003 • Evans Bancorp Inc • National commercial banks
AGREEMENT
Agreement • August 1st, 2001 • Evans Bancorp Inc • National commercial banks
SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • July 9th, 2020 • Evans Bancorp Inc • National commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 9, 2020, and is made by and among Evans Bancorp, Inc., a New York 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 9th, 2020 • Evans Bancorp Inc • National commercial banks • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of July 9, 2020 and is made by and among Evans Bancorp, Inc. a New York corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

EVANS BANCORP, INC. As Issuer, and UMB BANK, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of July 9, 2020 6.00% Fixed to Floating Rate Subordinated Notes due 2030
Evans Bancorp Inc • July 9th, 2020 • National commercial banks • New York

This INDENTURE dated as of July 9, 2020 is between Evans Bancorp, Inc., a New York corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).

EXHIBIT 10.1
Investment Service Agreement • May 9th, 2000 • Evans Bancorp Inc • National commercial banks • New York
EXHIBIT 10.1
Employment Agreement • March 30th, 1998 • Evans Bancorp Inc • National commercial banks • New York
AGREEMENT
Agreement • March 29th, 2001 • Evans Bancorp Inc • National commercial banks
EVANS BANCORP, INC. 400,000 Shares of Common Stock $0.50 Par Value Per Share Underwriting Agreement
Evans Bancorp Inc • January 23rd, 2017 • National commercial banks • New York

Evans Bancorp, Inc., a New York corporation (the “Company”), the holding company for Evans Bank, N.A. (the “Bank”), confirms its agreement with Sandler O’Neill + Partners, L.P. (the “Representative”), on behalf of the several underwriters listed on Annex A (together, the “Underwriters”), subject to the terms and conditions stated herein, with respect to (i) the issuance and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 400,000 shares of the Company’s common stock, par value $0.50 per share (the “Initial Shares”) and (ii) the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of 60,000 additional shares of the Company’s common stock (the “Option Shares” and, together with the Initial Shares, the “Shares”).

1,125,000 Shares EVANS BANCORP, INC. Common Stock, $0.50 par value per share UNDERWRITING AGREEMENT
Underwriting Agreement • May 12th, 2010 • Evans Bancorp Inc • National commercial banks • New York

Evans Bancorp, Inc., a New York corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Sandler O’Neill & Partners, L.P. (the “Underwriter”), an aggregate of 1,125,000 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 97,000 additional shares (the “Optional Shares”) of the common stock, par value $0.50 per share (“Common Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 6th, 2012 • Evans Bancorp Inc • National commercial banks • New York

This Employment Agreement (the “Agreement”) is made effective as of September 30, 2009 (the “Effective Date”), by and between Evans Bank, N.A. (the “Bank”), Evans Bancorp, Inc. (the “Company”), and Cynthia M. Rich (the “Executive”). Any reference to the “Employer” shall mean both the Company and the Bank.

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 20th, 2019 • Evans Bancorp Inc • National commercial banks • New York
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 13th, 2021 • Evans Bancorp Inc • National commercial banks • New York

This Change in Control Agreement (the “Agreement”) is made effective as of August 11, 2021 (the “Effective Date”), by and between Evans Bancorp, Inc. (the “Company”) and Aaron Whitehouse (the “Executive”). References to the “Bank” shall mean Evans Bank, NA, the wholly owned subsidiary of the Company. References to the “Agency” shall mean The Evans Agency, LLC, also a wholly owned subsidiary of the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2020 • Evans Bancorp Inc • National commercial banks • New York

This Agreement is made as of the 1st day of July 2018, by and between The Evans Agency, LLC (hereinafter referred to as the “Employer” or “TEA”) and Aaron Whitehouse (hereinafter referred to as the “Executive”), for the employment of Executive by the Employer.

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Letter Agreement regarding Insurance Coverage for James Tilley
Letter Agreement • August 14th, 2007 • Evans Bancorp Inc • National commercial banks

Pursuant to the First Amendment to the Evans National Bank Executive Life Insurance Plan dated April 26, 2007, James Tilley, former president and chief executive officer of Evans National Bank, participation in the Bank’s Executive Life Insurance Plan, as amended, terminated upon his retirement on April 27, 2007.

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 9th, 2024 • Evans Bancorp Inc • National commercial banks • New York

This Amended and Restated Change in Control Agreement (the “Agreement”) is made effective as of May 9, 2024 (the “Effective Date”), by and between Evans Bancorp, Inc. (the “Company”) and [*] (the “Executive”). References to the “Bank” shall mean Evans Bank, NA, the wholly owned subsidiary of the Company.

AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG
Agreement and Plan of Reorganization • December 20th, 2019 • Evans Bancorp Inc • National commercial banks • Maryland
AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 1st, 2023 • Evans Bancorp Inc • National commercial banks • Delaware

THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into as of November 30, 2023, by and among ARTHUR J. GALLAGHER & CO., a Delaware corporation (“Gallagher”), ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“Subsidiary”), THE EVANS AGENCY, LLC, a New York limited liability company (“Seller”), EVANS NATIONAL FINANCIAL SERVICES, LLC, a New York limited liability company (“Evans National”) and EVANS BANCORP, INC., a New York corporation registered as a financial holding company under the Bank Holding Company Act of 1956 (“Evans Bancorp”) (Evans National and Evans Bancorp collectively, the “Members”, and each individually, a “Member”). It is intended that this Amendment shall be a permanent and integral part of the Agreement (as defined below).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT between Evans Bank, N.A., Evans Bancorp, Inc. and David J. Nasca
Acknowledgment and Release • September 25th, 2020 • Evans Bancorp Inc • National commercial banks • New York

THIS AGREEMENT is made this 21st day of September __, 2020, by and between by and between Evans Bank, N.A. (the “Bank”), Evans Bancorp, Inc. (the “Company”), and David J. Nasca (the “Executive”). Any reference to the “Employer” shall mean both the Company and the Bank.

EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2007 • Evans Bancorp Inc • National commercial banks

This Employment Agreement (the “Agreement”) is entered into to be effective as of January 1, 2007 (the “Effective Date”), by and between ENB Insurance Agency, Inc., a New York corporation with offices at 16 North Main Street, Angola, New York 14006 (the “ENB Insurance”), and Robert G. Miller, Jr. (the “Employee”) to set forth the terms and conditions under which ENB Insurance shall employ the Employee.

RESTRICTED STOCK AWARD AGREEMENT Granted by EVANS BANCORP, INC. under the EVANS BANCORP, INC. 2009 LONG TERM EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement • August 4th, 2010 • Evans Bancorp Inc • National commercial banks • New York
RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • April 23rd, 2007 • Evans Bancorp Inc • National commercial banks • New York

This Restricted Stock Agreement (“Agreement”) is made April 19, 2007 (the “Effective Date”) by and between Evans Bancorp, Inc. (the “Company”) and David J. Nasca (the “Executive”).

AGREEMENT AND RELEASE
Agreement and Release • March 3rd, 2016 • Evans Bancorp Inc • National commercial banks • New York

This Agreement and Release (this "Agreement") is entered into as of the 5th day of November, 2015, by and among Evans Bancorp, Inc. (the "Company"), Evans Bank, N.A. (the "Bank") and Gary A. Kajtoch (the "Executive").

EMPLOYMENT AGREEMENT
Employment Agreement • April 23rd, 2007 • Evans Bancorp Inc • National commercial banks

This Employment Agreement (the “Agreement”) is entered into to be effective as of the 5th day of February, 2007 (the “Effective Date”), by and between Evans National Bank, a national banking corporation with offices at 14-16 North Main Street, Angola, New York 14006 (the “Bank”) and Gary A. Kajtoch (the “Employee”) to set forth the terms and conditions under which the Bank shall employ the Employee.

EVANS BANCORP, INC. INCENTIVE STOCK OPTION AGREEMENT
Evans Bancorp • September 30th, 2004 • Evans Bancorp Inc • National commercial banks • New York

An Incentive Stock Option (“Option”) is hereby granted by Evans Bancorp, Inc., a New York Corporation (“Company”), to the employee named below (“Employee”), for and with respect to common stock of the Company, $.50 par value per share (“Common Stock”), subject to the following terms and conditions:

AGREEMENT TO TERMINATE CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 9th, 2023 • Evans Bancorp Inc • National commercial banks

THIS AGREEMENT TO TERMINATE CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made this 7th day of November, 2023, by and between Evans Bancorp, Inc. (the “Company”) and Aaron Whitehouse (the “Executive”).

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