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(State or Other Jurisdiction of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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| 10.1 |
Retirement Transition and Consulting Agreement with Julie Sharff dated November 10, 2025
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| 10.2 |
Employment Agreement with Jason McCrary dated December 1, 2025
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| 99.1 |
Press Release dated November 13, 2025
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| 104 |
Cover Page Interactive Data File (Embedded within Inline XBRL document)
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TEXAS COMMUNITY BANCSHARES, INC.
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Date: November 13, 2025
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By:
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/s/ Jason Sobel
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Jason Sobel
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President and Chief Executive Officer
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1.
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Resignation and Retirement Terms and Conditions.
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A.
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Resignation as Chief Financial Officer.
The Executive agrees that she will remain in her position as Chief Financial Officer of the Company until the close of business on December 1, 2025, at which time she will resign as Chief Financial Officer of the Company, with no further
action required on the part of either the Executive or the Company. Following her resignation as Chief Financial Officer of the Company, the Executive will continue as a full-time employee of the Company with the title of Senior Vice
President.
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B.
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Retirement. The Executive will retire
from the Company and terminate her employment with the Company effective as of the close of business on February 20, 2026, with no further action required on the part of either the Executive or the Company.
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C.
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Salary and Benefits. In exchange for
her employment services and provided she does not terminate her employment prior to December 31, 2025, the parties agree that the Executive will receive her current rate of base salary through December 31, 2025. In exchange for her
employment services following December 31, 2025, and provided she does not terminate her employment prior to February 20, 2026, the parties agree that the Executive will receive a total salary of $20,000, payable in two installments for
her services from January 1, 2026, through February 20, 2026; one installment will be paid in January 2026 and one installment will be paid in February 2026. The Bank will provide and the Executive will continue to receive or to be
eligible to receive all benefits offered to employees of the Bank through her retirement on February 20, 2026. The Executive acknowledges and agrees that she will forfeit all shares of restricted stock in which she has not vested and all
stock options that have not become exercisable prior to February 20, 2026 (she may exercise all vested options in accordance with the terms of the Texas Community Bancshares, Inc. 2022 Equity Incentive Plan).
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D.
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COBRA. Provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following her retirement, the Bank will reimburse the COBRA health care costs for the Executive and her dependents for up to twelve (12) consecutive months, or if
less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s date of termination).
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E.
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Split-Dollar Life Insurance Agreement.
The parties agree that they will amend the split-dollar life insurance agreement between the Bank and the Executive to provide for continued coverage and participation following her retirement from employment with the Company.
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F.
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Consideration. Provided that the
Executive timely executes the General Release of Claims, in a form acceptable to the Company (the “Release”) (no earlier than prior to her date of termination of employment) and provided further that the Executive does not terminate her
employment with the Company prior to February 20, 2026, the Bank will pay the Executive $100,000 in consideration for her remaining in the employ of the Company until February 20, 2026, and in consideration for her executing and not
revoking the Release. The payment will be made to the Executive in a lump sum on the first payroll date following the effective date of the Release (taking into account the expiration of any revocation period contained in the Release).
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| G. |
Termination of Employment Agreement. Upon the Effective Date,
in consideration for the promises and payments set forth herein, the Executive’s Employment Agreement, dated as of [date] (the “Employment Agreement”), shall terminate and be superseded by this Agreement. Following the Effective Date, the
Company will have no further obligations under the Employment Agreement.
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| A. |
Non-Solicitation of Customers. During the period of the
Executive’s employment under this Agreement and for a period of one (1) year thereafter, the Executive shall not directly or indirectly (whether individually or together with any other person, including any corporation, partnership or other
entity) solicit in any manner or seek to obtain the business of any person who is or was a customer of the Bank or any affiliate of the Bank for the direct or indirect purpose of soliciting or selling deposit, loan, wealth management,
insurance or trust products or services; or request or advise any customer, supplier, vendor or others who were doing business with the Company or any affiliate of the Company to terminate, reduce, limit or change their business or
relationship with the Company.
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B.
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Non-Solicitation of Employees. During
the period of the Executive’s employment under this Agreement and for a period of one (1) year thereafter, the Executive shall not directly or indirectly: (1) solicit or assist any third party in employing or attempting to employ any
employee of the Company or any affiliate; or (2) interfere with the relationship between the Company or any affiliate and their respective employees.
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| C. |
Confidentiality. The Executive acknowledges that the Executive
has been the recipient of confidential and proprietary business information concerning the Company, including without limitation past, present, planned or considered business activities of the Company. The Executive hereby agrees not to use
the Executive’s knowledge of such information or disclose such confidential and proprietary information for any purposes whatsoever, except as may be expressly permitted in writing by the Bank, or as may be required by a regulator, by law or
a court order.
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| D. |
Disparagement. The Executive agrees not to disparage or make
derogatory or untruthful comments about the Company, the Company’s present and former officers, directors, employees or agents or the Company’s business practices. This provision does not apply to any truthful statement required by the
Executive in any legal proceeding or governmental or regulatory investigation or inquiry.
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| F. |
Remedies. The Executive acknowledges and agrees that the covenants contained herein are reasonable and necessary to protect the legitimate business interests of the Company. In the event of a breach of the
Executive’s obligations under this Section 2, the Company’s contractual obligation to pay Executive the consideration pursuant to Section 1(F) shall immediately cease or, to the extent the consideration has been paid to the Executive, the
consideration shall be subject to clawback or recoupment by the Company. In addition, nothing in this Section 2 shall be construed as prohibiting the Company from pursuing other remedies available for any breach of this Section 2, including
an injunction restraining the Executive from such breach.
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A.
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Consulting Period. In consideration of
the payments set forth below, the Executive agrees to render consulting services to the Company from the period beginning on February 21, 2026, and continuing through May 8, 2026.
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B.
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Consulting Services. The Executive will
provide such consulting or advisory services as the Company may reasonably request with respect to its business and matters within the Executive’s area of responsibility while employed by the Company and other matters within the Executive’s
expertise. Executive will be reasonably available to the Company for up to 10 hours per week to consult on Company matters as requested by the Chief Executive Officer of the Bank. The Executive will act solely in a consulting capacity
hereunder and will not have authority to act for the Company or to give instructions or orders on behalf of the Company or otherwise to make commitments for or on behalf of the Company. The Executive will not be an employee of the Company
following February 20, 2026, but shall act in the capacity of an independent contractor. Following February 20, 2026, the Company will not exercise control over the detail, manner or methods of the performance of the services by the
Executive or have control over the location at which Executive performs services.
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C.
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Location and Expenses. It is anticipated
that the Executive will generally be required to provide such consulting services solely by telephone or electronic means, however, such consulting services could be provided in person under mutually agreeable circumstances. In the event
the Executive performs such services in person, the Executive will be provided reasonable access to office space and administrative support services to the extent necessary to fulfill the consulting duties and will be reimbursed for
reasonable pre-approved expenses directly related to the consulting assignments, subject to applicable Company policies on expense reimbursement. All expenses will be submitted to the Company for consideration and approval in accordance
with the Company’s reimbursement policies in effect from time to time.
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D.
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Consulting Fees. In exchange for the consulting services and provided the Executive remains available to provide the consulting services through May 8, 2026, and does not terminate her position as a
consultant prior to that date, she will be paid in two installments of $25,000 each, the first of which will be paid no later than May 15, 2026, and the second of which will be paid no later than September 15, 2026, provided, however,
that if there is a material restatement of the financial statements of TCSB for any period while the Executive was Chief Financial Officer that causes TCBS to file a Form 8-K prior to September 11, 2026, a decrease in the second
installment may be made at the discretion of the Audit Committee, which could result in an amount of not less than 50% of the second installment of $25,000 being paid for the second installment.
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1.
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POSITION AND RESPONSIBILITIES.
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2.
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TERM.
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3.
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COMPENSATION, BENEFITS AND REIMBURSEMENT.
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4.
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TERMINATION AND TERMINATION PAY.
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(i)
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material act of dishonesty or any act of fraud, theft, or embezzlement in performing duties on behalf of the Bank or the Company;
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(ii)
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misconduct that in the judgment of the Board of Directors could reasonably be expected to cause economic damage to the Bank or the Company or
injury to the business reputation of the Bank or the Company or any member of the Bank or the Company;
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(iii)
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breach of a fiduciary duty involving personal profit;
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(iv)
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failure to perform the Executive’s duties after written notice from the Board of Directors and the Executive’s failure to take corrective or
curative action within two (2) weeks thereafter;
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(v)
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(A) violation of any law, rule or regulation (other than traffic violations or similar offenses that results only in a fine or other
non-custodial penalty) that reflect adversely on the reputation of the Bank or the Company; (B) any felony conviction; (C) any violation of law involving moral turpitude; (D) any violation of a final cease-and-desist order; or (E) any
violation of the policies and procedures of the Bank as outlined in the Bank’s employee handbook which could result in termination of any Bank employee, as from time to time amended and incorporated herein by reference;
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(vi)
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engaging in verbal, written, or physical harassment or abuse of a sexual nature; or
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(vii)
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material breach of any provision of this Agreement.
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(i)
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The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a
termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate the Executive’s employment at any time
within sixty (60) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have
thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section
4(f)(iii), the Bank will pay or provide the Executive the following:
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(A)
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any Accrued Obligations;
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(B)
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a gross cash payment equal to the remaining Base Salary and bonus opportunity (based on the highest bonus earned by the Executive for the three
most recently completed calendar years prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreement; payable in a lump sum within sixty (60) days of the Executive’s Date
of Termination; and
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(C)
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provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the
Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the twelfth month following the Executive’s Date of Termination).
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(ii)
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“Good Reason” exists if, without the Executive’s
express written consent, any of the following occur:
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(A)
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a material reduction in the Executive’s Base Salary and/or aggregate incentive compensation opportunities under the Bank’s annual and long-term
incentive plans or programs, as applicable;
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(B)
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a material reduction in the Executive’s authority, duties or responsibilities from the position and attributes associated with the Executive
Position;
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(C)
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a material breach of this Agreement by the Bank.
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(iii)
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Notwithstanding anything to the contrary in Section 4(f)(i), the Executive will not receive any payments or benefits under Sections 4(f)(i)(B) or
4(f)(i)(C) unless and until the Executive executes a release of claims (the “Release”) against the Bank and any affiliate, and their officers,
directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination
in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which the Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in
this Agreement that survive the termination of this Agreement. The Release must be executed and become irrevocable by the 60th day following the Date of Termination, provided that if the 60-day period spans two (2) calendar
years, then, to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the payments and benefits
described in this Section 4(f) will be paid, or commence, in the second calendar year.
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5.
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CHANGE IN CONTROL.
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(i)
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A change in the ownership of a Corporation occurs on the date that any one person, or more than one person acting as a group
(as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than fifty (50) percent of the total fair market value or
total voting power of the stock of the Corporation.
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(ii)
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A change in the effective control of the Corporation occurs on the date that either (A) any one person, or more than one person acting as
a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation
possessing thirty (30) percent or more of the total voting power of the stock of the Corporation, or (B) a majority of the members of the Board of Directors is replaced during any twelve (12) month period by directors whose appointment or
election is not endorsed by a majority of the members of the board of directors prior to the date of the appointment or election, provided that this subsection “(B)” is inapplicable where a majority stockholder of the Corporation is another
corporation.
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(iii)
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A change in a substantial portion of the Corporation’s assets occurs on the date that any one person or more than one person acting as a group
(as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a
total gross fair market value equal to or more than forty (40) percent of the total gross fair market value of (A) all of the assets of the Corporation, or (B) the value of the assets being disposed of, either of which is determined without
regard to any liabilities associated with such assets.
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(i)
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any Accrued Obligations;
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(ii)
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a gross payment (the “Change in Control Severance”) equal to
two (2) times the sum of the Executive’s: (A) Base Salary at the Date of Termination (or the Executive’s Base Salary in effect during any of the prior three years, if higher); and (B) the average annual cash bonus earned by the Executive
for the three (3) most recently completed calendar years prior to the Change in Control; payable in a lump sum within thirty (30) days of the Executive’s Date of Termination; and
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(iii)
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provided that the Executive has elected continued health care coverage in accordance with COBRA, reimbursement of the COBRA health care costs by
the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the
eighteenth month following the Executive’s Date of Termination).
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6.
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COVENANTS OF EXECUTIVE.
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(i)
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solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have
the effect of causing any officer or employee of the Bank, or any of its respective subsidiaries or affiliates, to terminate his or her employment with the Bank and/or accept employment with another employer; or
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(ii)
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solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like
circumstances would expect) to have the effect of causing any customer of the Bank to terminate an existing business or commercial relationship with the Bank.
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7.
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SOURCE OF PAYMENTS.
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8.
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EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.
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9.
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NO ATTACHMENT; BINDING ON SUCCESSORS.
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10.
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MODIFICATION AND WAIVER.
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11.
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CERTAIN APPLICABLE LAW.
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12.
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SEVERABILITY.
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13.
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GOVERNING LAW.
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14.
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ARBITRATION.
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15.
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INDEMNIFICATION.
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16.
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TAX WITHHOLDING.
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17.
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NOTICE.
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| To the Bank: |
Broadstreet Bank, SSB, Attn: Corporate Secretary
215 West Broad Street Mineola, TX 75773 |
| To Executive: |
Most recent address on file with the Bank
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