Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 30, 2023

LINKBANCORP, Inc.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	001-41505	82-5130531
(State or Other Jurisdiction)	(Commission File No.)	(I.R.S. Employer
of Incorporation)		Identification No.)

1250 Camp Hill Bypass, Suite 202, Camp Hill, Pennsylvania		17011
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (855) 569-2265

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		LNKB		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01.

Completion of Acquisition or Disposition of Assets.

Effective on November 30, 2023, LINKBANCORP, Inc., a Pennsylvania corporation (“LINK”), completed its previously announced combination with Partners Bancorp, a Maryland corporation (“Partners”), pursuant to the Agreement and Plan of Merger, dated February 22, 2023, by and between LINK and Partners (the “Merger Agreement”). At the closing, Partners merged with and into LINK, with LINK as the surviving entity (the “Merger”).

On November 30, 2023, immediately following the Merger, The Bank of Delmarva, a Delaware chartered bank and a wholly-owned direct subsidiary of Partners (“TBOD”), merged with and into LINKBANK, a Pennsylvania bank and a wholly-owned subsidiary of LINK (“LINKBANK”), with LINKBANK as the surviving bank (the “TBOD Bank Merger”). On November 30, 2023, immediately following the TBOD Bank Merger, Virginia Partners Bank, a Virginia chartered bank and a wholly-owned direct subsidiary of Partners (“VPB”), merged with and into LINKBANK, with LINKBANK as the surviving bank (the “VPB Bank Merger,” and, together with the Merger and the TBOD Bank Merger, the “Transaction”).

Merger Consideration

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Partners (“Partners Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Partners or LINK, was converted into the right to receive 1.150 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of LINK (“LINK Common Stock” and such consideration, the “Merger Consideration”). Holders of Partners Common Stock will receive cash in lieu of fractional shares of LINK Common Stock.

Treatment of Partners Equity Awards

Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of Partners Common Stock (each, a “Partners stock option”) granted under the Partners Bancorp 2021 Incentive Stock Plan, Virginia Partners Bank 2015 Incentive Stock Option Plan, Delmar Bancorp 2014 Stock Plan, Virginia Partners Bank 2008 Incentive Stock Option Plan, Liberty Bell Bank 2004 Incentive Stock Option Plan and Liberty Bell Bank 2004 Non-Qualified Stock Option Plan (the “Partners Plans”) was converted into an option to purchase a number of shares of LINK Common Stock equal to the product of (x) the number of shares of Partners Common Stock subject to such Partners stock option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded to the nearest whole cent) equal to (A) the exercise price per share of Partners Common Stock of such Partners stock option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Each Partners stock option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Partners stock option immediately prior to the Effective Time.

Pursuant to the terms of the Merger Agreement, at the Effective Time, all Partners restricted stock awards granted under the Partners Plans which were outstanding on February 22, 2023 and remained outstanding as of the Effective Time accelerated in full and fully vested immediately prior to the Effective Time and were converted into the right to receive the Merger Consideration, in accordance with the Exchange Ratio, less applicable withholding taxes. All Partners restricted stock awards that were granted after February 22, 2023 and which were outstanding as of the Effective Time were converted into Merger Consideration on the same terms as, and were treated in the same manner as, all other shares of Partners Common Stock, except that such shares will remain subject to the same restrictions as to transferability and forfeiture set forth in the applicable award agreement.

The foregoing description of the Transaction and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant

In connection with the Transaction, at the Effective Time, LINK assumed Partners’ obligations with respect to (i) $17.8 million aggregate principal amount of 6.000% fixed-to-floating rate subordinated notes due July 1, 2030 (the “2030 Notes”) and (ii) $4.5 million aggregate principal amount of a subordinated term loan, with an interest rate of 6.875% per annum, due April 1, 2028.

The agreements pursuant to which the 2030 Notes were issued or assumed have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act of 1933, as amended. LINK agrees to furnish a copy of such agreements to the Securities and Exchange Commission (the “Commission”) upon request.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors

In accordance with the terms of the Merger Agreement and the Bylaws Amendment (as defined under Item 5.03 below), as of the Effective Time, the number of directors that comprise the full board of directors of LINK (the “Board”) was increased to twenty-two (22), of which (i) twelve (12) were directors of LINK immediately prior to the Effective Time (the “LINK Designated Directors”), as determined by LINK, and (ii) ten (10) were directors of Partners immediately prior to the Effective Time (the “Partners Designated Directors”), as determined by Partners.

Resignation of Directors

In connection with the Transaction, at the Effective Time, Brent Smith (the “Resigning Director”) resigned as a member of the Board. The resignation of the Resigning Director was not the result, in whole or in part, of any disagreement with LINK or LINK’s management.

Continued Service of Directors; Election of Directors

The twelve LINK Designated Directors that continue to serve on the Board, in each case effective from and after the Effective Time, are as follows: Andrew Samuel, Jennifer Delaye, Anson Flake, George Parmer, Debra Pierson, Diane Poillon, William Pommerening, Joseph C. Michetti, Jr., Kristen Snyder, David Koppenhaver, Steven Tressler, and William Jones.

The ten Partners Designated Directors that were appointed by the Board to fill the vacancies resulting from the resignation referred to above and the increase in the size of the Board to twenty-two (22) as of the Effective Time, in each case effective from and after the Effective Time, are as follows: Mona D. Albertine, John W. Breda, Michael W. Clark, David Doane, Lloyd B. Harrison, III, Kenneth R. Lehman, George P. Snead, James A. Tamburro, Jeffrey F. Turner, and Robert C. Wheatley (collectively, the “New Directors”).

Pursuant to the Merger Agreement and the Bylaws Amendment (as defined under Item 5.03 below), effective as of the Effective Time, Mr. Turner, the Chairman of the Board of Partners prior to the Effective Time, was appointed Vice Chairman of LINK.

Other than the Merger Agreement and, in the case of Messrs. Harrison and Breda, certain agreements as described below, there are no arrangements between the New Directors and any other person pursuant to which the New

Directors were selected as directors. There are no transactions in which any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Biographical information related to the New Directors, other than for David Doane, can be found under the heading “Directors, Executive Officers and Corporate Governance” under Item 10 in Partners’ Annual Report on Form 10-K filed with the Commission on March 29, 2023, which is incorporated herein by reference. Biographical information for David Doane can be found in Partners’ Current Report on Form 8-K filed with the Commission on November 8, 2023, which is incorporated herein by reference.

Board Committee Assignments after the Transaction

The committees of the Board are comprised of the following members, in each case effective as of the Effective Time:

Audit Committee		Nominating & Corporate Governance Committee
William Jones	Chair	David Koppenhaver	Chair
David Doane		George Snead
Kristen Snyder		Debra Pierson
Anson Flake		Jeffrey Turner
Robert Wheatley		George Parmer

Compensation Committee		Enterprise Risk Management Committee
George Parmer	Chair	William Pommerening	Chair
Debra Pierson		Anson Flake
Steven Tressler		Andrew Samuel
Kenneth Lehman		Kristen Snyder
Mona Albertine		Michael Clarke

Director Compensation

Each New Director (other than Mr. Breda, who will be compensated as an employee) will be compensated for such service in accordance with LINK’s non-employee director compensation program on the same basis as other non-employee directors, as described under “Director Compensation” in LINK’s 2023 Proxy Statement filed with the Commission on April 18, 2023.

Certain Agreements

In connection with the Transaction, Mr. Breda, was appointed as a Director of LINK and Chief Executive Officer, Delmarva Market. Mr. Breda entered into a new employment agreement with LINK and LINKBANK (the “Breda Employment Agreement”). Additionally, in connection with the Transaction, Mr. Harrison entered into a separation and non-competition agreement with LINK (the “Harrison Agreement”). The Breda Employment Agreement and the Harrison Agreement, each of which became effective as of the Effective Time, have been previously described under the section of the Joint Proxy Statement/Prospectus entitled “The Merger—Interests of Certain Partners Directors and Executive Officers in the Merger—Employment and Other Agreements,” which descriptions are incorporated herein by reference. The foregoing descriptions of the Breda Employment Agreement and the Harrison Agreement do not purport to be complete and are qualified in its entirety to the full text of the Breda Employment Agreement and the Harrison Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and are incorporated herein by reference.

Amendment to the Supplemental Executive Retirement Plan Agreement with Andrew Samuel

Effective December 1, 2023, LINKBANK amended its Supplemental Executive Retirement Plan Agreement with Andrew Samuel, its Chief Executive Officer, originally effective as of October 28, 2021, as amended (the “SERP”). The amendment to the SERP increases the annual normal retirement benefit payable to Mr. Samuel to $600,000. In addition, the amendment increases the benefit payable in the event of the executive’s death prior to the commencement of benefit payments as set forth in the amendment.

The SERP was filed as an exhibit to the LINK’s Current Report on Form 8-K filed on November 3, 2021. The above description of the amendment does not purport to be complete and is qualified in its entirety by reference to the amendment, attached as Exhibit 10.3 to this Current Report on Form 8-K.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Transaction and in accordance with the Merger Agreement, effective as of the Effective Time, the bylaws of LINK were amended and restated to provide for certain arrangements related to the Board and the board of directors of LINK Bank (such amendment, the “Bylaws Amendment,” and LINK’s bylaws, as amended and restated in accordance with the Bylaws Amendment, the “Amended and Restated Bylaws”). The Bylaws Amendment reflected in the Amended and Restated Bylaws has been previously described under the Section of the Joint Proxy Statement/Prospectus entitled “The Merger—Governance of the Combined Company After the Merger—Boards of Directors and Committees of the Combined Company and the Combined Bank,” which description is incorporated herein by reference.

The foregoing summary and referenced description of the Bylaws Amendment and the Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 8.01.

Other Events.

On December 1, 2023, LINK issued a press release announcing the completion of the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

At the Company's Special Meeting of Shareholders on June 22, 2023, the Company received shareholder approval of the amendment to the Company's Articles of Incorporation as described in proposal 2 of the Company's joint proxy statement/prospectus, dated May 12, 2023. The Company filed articles of amendment to its Articles of Incorporation with the Secretary of the Commonwealth of Pennsylvania which increased LINK’s authorized shares of common stock by 25 million to 50 million effective on November 21, 2023.

Item 9.01.

Financial Statements and Exhibits.

Financial statements of businesses acquired.

The financial statements of Partners required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report within 71 calendar days of the date on which this report is required to be filed.

Pro forma financial information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report within 71 calendar days of the date on which this report is required to be filed.

Exhibits

The following exhibits are filed as part of this Current Report:

Exhibit No.	Description of Filed Exhibit
2.1	Agreement and Plan of Merger, dated February 22, 2023, by and between LINKBANCORP, Inc. and Partners Bancorp, incorporated by reference to Exhibit 2.1 to Form 8-K, filed February 22, 2023
3.1	Amended and Restated Bylaws
10.1	Employment Agreement, dated as of February 22, 2023, by and among LINKBANCORP, Inc., LINKBANK and John W. Breda
10.2	Separation and Non-Competition Agreement, dated as of April 19, 2023, by and between LINKBANCORP, Inc. and Lloyd B. Harrison, III.
10.3	Amendment to the Supplemental Retirement Plan Agreement for Andrew Samuel, effective as of December 1, 2023
99.1	Press Release, dated December 1, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		LINKBANCORP, INC.



DATE: December 1, 2023	By:	/s/ Carl D. Lundblad
		Carl D. Lundblad
		President

EXHIBIT 3.1

AMENDED AND RESTATED BYLAWS OF

LINKBANCORP, INC. ARTICLE I: OFFICES

Section 1.1 Registered Office. LINKBANCORP, Inc. (the “Corporation”) shall have and continuously maintain in the Commonwealth of Pennsylvania a registered office which may, but need not, be the same as its place of business and at an address to be designated from time to time by the Board of Directors.

Section 1.3 Other Offices. The Corporation may also have offices at such other places as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II: SHAREHOLDERS’ MEETINGS

Section 2.1 Place of Meeting. All meetings of the shareholders shall be held at such time and place as may be fixed from time to time by the Board of Directors. The Board of Directors may, in its discretion, determine that the meeting may be held solely by remote communication.

Section 2.2 Meetings of Shareholders by Remote Communication. If authorized by the Board of Directors, and subject to any guidelines and procedures adopted by the Board of Directors, shareholders not physically present at a meeting of shareholders may participate in a meeting of shareholders by remote communication, and may be considered present in person and may vote at a meeting of shareholders held at a designated place or held solely by remote communication, subject to the conditions imposed by applicable law.

Section 2.3 Annual Meeting. An annual meeting of shareholders, for the purpose of electing directors and transacting any other business as may be brought before the meeting, shall be held on such date and time as shall be fixed by the Board of Directors and designated in the notice of the meeting.

Section 2.4 Special Shareholders’ Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or a majority of the Board of Directors. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which, if the meeting is called pursuant to a statutory right, shall be held not more than sixty (60) days after the receipt of the request. If the Secretary neglects or refuses to fix the time of the meeting, the person or persons calling the meeting may do so.

Section 2.5 Shareholder Nominations and Proposals. (a) Except as otherwise provided by applicable statute or these Bylaws, the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (i) by or at the direction of the Board of Directors; (ii) pursuant to the Corporation’s notice of meeting (or any supplement thereto); or

(iii) by any shareholder of the Corporation who (A) is a shareholder of record at the time of giving of notice provided for in subsection (b) of this Section 2.5 and will be such at the time of the meeting; (B) is entitled to vote at the meeting; and (C) complies with the notice and other procedures set forth in subsection (b) of this Section 2.5.

For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of subsection (a) of this Section 2.5, the shareholder or shareholders of record intending to propose the business (the “proposing shareholder”) must have given written notice of the proposing shareholder’s nomination or proposal, either by personal delivery or by United States mail to the Secretary no earlier one hundred twenty (120) calendar days and no later than ninety (90) calendar days prior to the first anniversary of the previous year’s annual meeting. If the Corporation did not hold an annual meeting the previous year or if the current year’s meeting is called for a date that is not within thirty (30) days of the anniversary of the previous year’s annual meeting, notice must be received no later than ten (10) calendar days following the day on which public announcement of the date of the annual meeting is first made. In no event will an adjournment or postponement of an annual meeting of shareholders begin a new time period for giving a proposing shareholder’s notice as provided above.

A proposing shareholder’s notice shall include as to each matter the proposing shareholder proposes to bring before either an annual or special meeting:

(i)	name and address of the proposing shareholder;

(ii)	the class and number of shares of the Corporation held by the proposing shareholder;

(iii)

if the notice regards a nomination of a candidate for election as director: (A) the name, age, and business and residence address of the candidate; (B) the principal occupation or employment of the candidate; and (C) the class and number of shares of the Corporation beneficially owned by the candidate; and

(iv)	if the notice regards a proposal other than a nomination of a candidate for election as director, a brief description of the business desired to be brought before the meeting, and the material interest of the proposing shareholder in such proposal.

Section 2.6 Record Date for Shareholder Action. The Board of Directors may fix a time, not more than ninety (90) days prior to the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case, only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting or to receive payment of such dividend or to receive such allotment of rights or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of such period, and in such case written or printed notice thereof shall be mailed at least ten (10) days before closing thereof to each shareholder of record at the address appearing on the records of the Corporation or supplied by him or her to the Corporation for the purpose of notice. While the stock transfer books of the Corporation are closed, no transfer of shares shall be made thereon. If no record date is fixed by

the Board of Directors for the determination of shareholders entitled to receive notice of, and vote at, a shareholders’ meeting, transferees of shares which are transferred on the books of the Corporation within ten (10) days next preceding the date of such meeting shall not be entitled to notice of or to vote at such meeting.

Section 2.7 Notice. Written or printed notice of any annual or special meeting of shareholders shall be given not less than ten (10) days before the date of the meeting, unless a greater period of notice is required by law. Such notice shall state:

(a)	the time and date of the meeting;

(b)	the place of the meeting (if any);

(c)	the means of any remote communication by which shareholders and proxy holders may be considered present and may vote at the meeting; and

(d)	the purpose or purposes for which the meeting is called if (i) the meeting is a special meeting or (ii) notice of the meeting’s purpose is required by the Pennsylvania Business Corporation Law of 1988 (the “BCL”).

Upon the written request of any person entitled to call a special meeting to the Secretary at the registered office of the Corporation, it shall be the duty of the Secretary to fix the date of the meeting not more than sixty (60) days after the receipt of the request and give notice thereof.

Notice as provided by this Section 2.7 or otherwise under the BCL shall be given to a shareholder:

(a)	by first class or express mail (or by bulk mail with at least 20 days’ notice before the meeting), postage prepaid, or courier service, charges prepaid, to the shareholder’s postal address appearing on the books of the Corporation; or

(b)	by email or other electronic communication to the number or address supplied by the shareholder to the Corporation for the purpose of notice.

Any person entitled to notice of a meeting may file a written waiver of notice with the Secretary either before or after the time of the meeting. The participation or attendance at a meeting of a person entitled to notice constitutes waiver of notice, except where the person attends for the specific purpose of objecting to the lawfulness of the convening of the meeting.

Section 2.8 Voting Lists. The officer or agent having charge of the share transfer records for shares of the Corporation shall prepare an alphabetical list of all shareholders entitled to notice of the meeting, with the address of and the number of shares held by each shareholder. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share register or transfer book, or a duplicate thereof kept in the Commonwealth of Pennsylvania, shall be prima facie evidence as to who are the shareholders entitled to examine the list or share register or transfer book or to vote at any meeting of shareholders.

Section 2.9 Quorum of Shareholders. The presence, in person or by proxy, of shareholders

entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for purposes of considering such matter, and unless otherwise provided by statute, the acts of such shareholders at a duly organized meeting shall be the acts of the shareholders. If, however, any meeting of shareholders cannot be organized because of lack of a quorum, those present, in person or by proxy, shall have the power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine, without notice other than an announcement at the meeting, until the requisite number of shareholders for a quorum shall be present, in person or by proxy, except that in the case of any meeting called for the election of directors, such meeting may be adjourned only for periods not exceeding fifteen (15) days as the holders of a majority of the shares present, in person or by proxy, shall direct, and those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors. At any adjourned meeting at which a quorum shall be present or so represented, any business may be transacted which might have been transacted at the original meeting if a quorum had been present. The shareholders present, in person or by proxy, at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.10 Conduct of Meetings. The Board of Directors, as it shall deem appropriate, may adopt by resolution rules and regulations for the conduct of meetings of the shareholders. At every meeting of the shareholders, the President, the Chief Executive Officer, or the Chairman of the Board of Directors, or in his or her absence or inability to act, a director or officer designated by the Board of Directors, shall serve as the presiding officer of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the presiding officer of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

The presiding officer shall determine the order of business and, in the absence of a rule adopted by the Board of Directors, shall establish rules for the conduct of the meeting. The presiding officer shall announce the close of the polls for each matter voted upon at the meeting, after which no ballots, proxies, votes, changes, or revocations will be accepted. Polls for all matters before the meeting will be deemed to be closed upon final adjournment of the meeting.

Section 2.11 Judge of Election. In advance of any meeting of shareholders, the Board of Directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election are not so appointed, the presiding officer of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting. The number of judges shall be one (1) or three (3). No person who is a candidate for office shall act as a judge. If there are three (3) judges of election, the decision, act, or certificate of a majority shall be the decision, act, or certificate of all.

Each judge of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, receive votes or ballots, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. Each judge of election shall perform his or her duties impartially, in good faith, to the best of his or her ability, and as expeditiously as is practical.

On request of the presiding officer or any shareholder or shareholders’ proxy, each judge shall make a report in writing of any challenge or question or matter determined by such judge and execute a certificate of any fact found by him or her.

Section 2.12 Voting Of Shares. Except as may be otherwise provided by statute or by the Articles of Incorporation, at every shareholders meeting, every shareholder entitled to vote at the meeting shall have the right to one vote for every share having voting power standing in his or her name on the books of the Corporation on the record date fixed for the meeting. No share shall be voted at any meeting if any installment is due and unpaid thereon.

Except to the extent provided otherwise by applicable law, the Articles of Incorporation, or these Bylaws, when a quorum is present at any meeting, a majority of the votes cast shall decide any question brought before such meeting. A majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present shall be sufficient to elect a director. The shareholders of the Corporation shall not have the right to cumulate their votes for the election of directors of the Corporation.

Section 2.13 Voting by Proxy or Nominee. Every shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholder or his duly authorized attorney-in-fact and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Secretary of the Corporation. No unrevoked proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall a proxy, unless coupled with an interest, be voted after three (3) years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker, unless before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation.

Section 2.14 Action by Shareholders Without a Meeting. Any action required or permitted to be taken at an annual or special meeting of the shareholders may be taken without a meeting if, prior or after the action, a consent or consents thereto are signed by all of the shareholders who would be entitled to vote at a meeting for such purpose. The consent or consents shall be filed with the Secretary of the Corporation for inclusion with the records of meetings of shareholders of the Corporation.

ARTICLE III: DIRECTORS

Section 3.1 Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised and done by the shareholders.

Section 3.2 Number of Directors. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors; provided, that the number of directors shall be not less than three (3) nor more than twenty-four (24). No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

Section 3.3 Term of Office. At the first annual meeting of shareholders and at each annual meeting thereafter, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting and until his successor has been selected and qualified or until the director’s earlier death, resignation, or removal.

Section 3.4 Removal by Shareholders. Any or all of the directors may be removed from office at any time with cause by a vote of the shareholders entitled to elect them. If one or more directors are so removed at a meeting of shareholders, the shareholders may elect new directors at the same meeting.

Section 3.5 Removal by the Board of Directors. The Board of Directors may declare vacant the office of a director who has been judicially declared of unsound mind or who has been convicted of an offense punishable by imprisonment for a term of more than one (1) year or for any other proper cause which these Bylaws may specify or if, within sixty (60) days or such other time as these Bylaws may specify after notice of his or her selection, he or she does not accept the office either in writing or by attending a meeting of the Board of Directors and fulfill such other requirements of qualification as these Bylaws may specify.

Section 3.6 Resignation. A director may resign at any time by giving notice in writing or by electronic transmission to the Corporation. A resignation is effective when the notice is received by the Corporation unless the notice specifies a future date. Acceptance of the resignation shall not be required to make the resignation effective. The pending vacancy may be filled in accordance with Section 3.7 of these Bylaws before the effective date, but the successor shall not take office until the effective date.

Section 3.7 Vacancies. A vacancy on the Board of Directors resulting from the removal of a director in accordance with Section 3.4 of these Bylaws may be filled by the shareholders at an annual or special meeting of shareholders. A director elected by the shareholders to fill a vacancy which resulted from the removal of a director shall hold office for the remaining term of his or her predecessor and until his or her successor is elected and qualified.

A vacancy on the Board of Directors resulting from any cause other than an increase in the number of directors or the removal of a director in accordance with Section 3.4 of these Bylaws may be filled by a majority of the remaining directors, whether or not sufficient to constitute a quorum. A vacancy on the Board of Directors resulting from an increase in the number of directors may be filled by a majority of the entire Board of Directors. A director elected by the board of directors to fill a vacancy serves until the next annual meeting of shareholders and until his or her successor is elected and qualified.

Section 3.8 Meetings of Directors. An annual meeting of directors shall be held immediately and without notice after and at the place of the annual meeting of shareholders. Other regular meetings of the directors may be held at such times and places within or outside the Commonwealth of Pennsylvania as the directors may fix by resolution.

Special meetings of the Board of Directors may be called by the President, by the Chief Executive Officer, by the Chairman of the Board of Directors, if any, by the Secretary, by any two directors, or by one director if there is only one director.

Section 3.9 Remote Communication. The Board of Directors may permit any or all directors to participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.

Section 3.10 Notice. Regular meetings of the Board of Directors may be held without notice of the date, time, place (if any), or purpose of the meeting. All special meetings of the Board of Directors shall be held upon not less than one (1) day’s notice. Such notice shall state:

(a)	the time and date of the meeting;

(b)	the place of the meeting (if any); and

(c)	the means of any remote communication by which directors may participate at the meeting.

Notice as provided by this Section 3.10 shall be given to a director personally, by telephone or voice mail, by first-class mail, by messenger or delivery service, or by electronic transmission.

A director entitled to notice of a meeting may deliver a waiver of notice to the Corporation in writing or by electronic transmission either before or after the time of the meeting. A director’s participation or attendance at a meeting shall constitute a waiver of notice.

Section 3.11 Quorum of Directors. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting in person or by conference telephone or similar communications equipment at which a quorum is present in person or by such communications equipment shall be the acts of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. If a quorum shall not be present in person or by communications equipment at any meeting of the directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or as permitted herein.

Section 3.12 Compensation. Directors may receive a stated salary for their services or a fixed sum and expenses for attendance at regular and special meetings, or any combination of the foregoing as may be determined from time to time by resolution of the Board of Directors, and nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.13 Action by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if, before or after the action, a consent or consents in writing or other record form is signed by, or email approval is received from, all of the directors in office, or all the committee members then appointed. The written consents must be filed with the minutes of the proceedings of the Board of Directors.

Section 3.14 Committees of the Board of Directors. The Board of Directors, by resolution adopted by a majority, may designate one or more directors to constitute an Executive

Committee, an Audit Committee, a Compensation Committee, a Nominating and Governance Committee, or any other committee to serve at the pleasure of the Board and to exercise the authority of the Board of Directors to the extent provided in the resolution establishing the committee and permitted by law. A committee of the Board of Directors shall not have the authority to:

(a)	submit to shareholders any action requiring the approval of shareholders under the BCL, the Articles of Incorporation, or these Bylaws;

(b)	create a vacancy, either by removing a director or increasing the number of directors, or fill a vacancy on the Board of Directors;

(c)	adopt, amend, or repeal any provision of these Bylaws;

(d)	amend or repeal any resolution of the Board of Directors that by its terms may only be amended or repealed by the Board of Directors; or

(e)	take action on matters to which exclusive authority is given to another committee by these Bylaws or resolution of the Board of Directors.

The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

Section 3.16 Audit Committee. The Board of Directors shall have the power and authority to appoint an Audit Committee, whose purpose and power shall be, to the extent permitted by law, to (a) retain, oversee and terminate, as necessary, the auditors of the company; (b) oversee the company's accounting and financial reporting processes and the audit and preparation of the company's financial statements; (c) exercise such other powers and authority as are set forth in the charter of the Audit Committee; and (d) exercise such other powers and authority as shall from time to time be assigned thereto by resolution of the Board of Directors.

Section 3.17 Board Composition; Chairman Position and Succession.

(a) For all purposes of this Section 3.17, unless specified otherwise, capitalized terms shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of February 22, 2023, by and between the Corporation and Partners Bancorp, as the same may be amended from time to time.

(b) The Board of Directors has resolved that, effective as of the Effective Time, (i) Mr. Joseph C. Michetti, Jr. shall continue to serve as Chairman of the Board of Directors of the Corporation, and Mr. Jeffrey F. Turner shall become the Vice Chairman of the Board of Directors of the Corporation, and (ii) Mr. Turner shall be the successor to Mr. Michetti, Jr. as the Chairman of the Board of Directors of the Corporation, with such succession to be effective September 18, 2024, or any such earlier date as of which Mr. Michetti, Jr. ceases for any reason to serve in the position of Chairman of the Board of Directors of the Corporation.

of twenty-two (22) directors, of which twelve (12) shall be members of the Board of Directors of the Corporation as of immediately prior to the Effective Time, designated by the Corporation (the “Continuing LINK Directors”), and ten (10) shall be members of the Board of Directors of Partners as of immediately prior to the Effective Time, designated by Partners (the “Continuing Partners Directors”). Each director of the Corporation immediately after the Effective Time shall hold office until his or her successor is elected and qualified or otherwise in accordance with the articles of incorporation and bylaws of the Corporation.

(d) At the next two (2) annual meetings of shareholders of the Corporation after the Effective Time, each Continuing LINK Director and each Continuing Partners Director shall be nominated to the board of directors of the Corporation each for a term of one (1) year and the Corporation shall recommend that its stockholders vote in favor of the election of each such nominee.

(e) This Section 3.17 shall remain in effect until the date that is two (2) years after the Effective Date (the “Expiration Date”), provided, however, that this Section 3.17 may be amended or waived by the approval of at least eighty percent (80%) of the members of the Corporation’s Board of Directors then in office. In the event of any inconsistency between any provision of this Section 3.17 and any other provision of these Bylaws or the Corporation’s other constituent documents, the provisions of this Section 3.17 shall control.

(f) From and after the Effective Time through the Expiration Date, no vacancy on the Board of Directors of the Corporation created by the cessation of service of a director shall be filled by the applicable Board of Directors and the applicable Board of Directors shall not nominate any individual to fill such vacancy, unless (x) in the case of a vacancy created by the cessation of service of a Continuing LINK Director, not less than a majority of the Continuing LINK Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, in which case the Continuing Partners Directors shall vote to approve the appointment or nomination (as applicable) of such individual, and (y) in the case of a vacancy created by the cessation of service of a Continuing Partners Director, not less than a majority of the Continuing Partners Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, in which case the Continuing LINK Directors shall vote to approve the appointment or nomination (as applicable) of such individual; provided, that any such appointment or nomination pursuant to clause (x) or (y) shall be made in accordance with applicable law and the rules of the Nasdaq Stock Market (or other national securities exchange on which the Corporation’s securities are listed). For purposes of this Section 3.17(f), the terms “Continuing LINK Directors” and “Continuing Partners Directors” shall mean, respectively, the directors of the Corporation and Partners who were selected to be directors of the Corporation by the Corporation or Partners, as the case may be, as of the Effective Time, pursuant to the Merger Agreement, and any directors of the Corporation who were subsequently appointed or nominated and elected to fill a vacancy created by the cessation of service of a Continuing LINK Director or a Continuing Partners Director, as applicable, pursuant to this Section 3.17(f).

ARTICLE IV: OFFICERS

Section 4.1 Positions and Election. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Treasurer, and a Secretary. At its option, the Board of Directors may elect a Chairman of the Board of Directors. The Board of Directors may also elect one or more Vice Presidents and such other officers and appoint such agents as it shall deem necessary, who shall hold their offices for such terms, have such authority and perform such duties as may from time to time be prescribed by the Board of Directors. Any two (2) or more offices may be held by the same person.

Officers shall be elected annually at the meeting of the Board of Directors held after each annual meeting of shareholders. Each officer shall serve until a successor is elected and qualified or until the death, resignation, or removal of that officer. Vacancies or new offices shall be filled at the next regular or special meeting of the Board of Directors. Election or appointment of an officer or agent shall not of itself create contract rights. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 4.2 Removal and Resignation. Any officer elected by the Board of Directors may be removed, with or without cause, at any regular or special meeting of the Board of Directors by the affirmative vote of the majority of the directors in attendance where a quorum is present. Removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Any officer may resign at any time by delivering notice in writing or by electronic transmission to the Secretary of the Corporation. Resignation is effective when the notice is delivered unless the notice provides a later effective date. Any vacancies may be filled in accordance with Section

4.1 of these Bylaws.

Section 4.3 Powers and Duties of Officers. The powers and duties of the officers of the Corporation shall be as provided from time to time by resolution of the Board of Directors or by direction of an officer authorized by the Board of Directors to prescribe the duties of other officers. In the absence of such resolution, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers of corporations similar in organization and business purposes to the Corporation subject to the control of the Board of Directors.

Section 4.4 Authority to Execute Agreements. All agreements of the Corporation shall be executed on behalf of the Corporation by (a) the Chief Executive Officer; (b) the President; (c) such other officer or employee of the Corporation authorized in writing by the Chief Executive Officer or the President, with such limitations or restrictions on such authority as the Chief Executive Officer or the President deems appropriate; or (d) such other person as may be authorized by the Board of Directors.

ARTICLE V: INDEMNIFICATION

Section 5.1 Indemnification. (a) The Corporation shall indemnify any director, officer and/or employee, or any former director, officer and/or employee, who was or is a party to, or is

threatened to be made a party to, or who is called to be a witness in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer and /or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) The Corporation shall indemnify any director, officer and/or employee, who was or is a party to, or is threatened by to be made a party to, or who is called as a witness in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer and/or employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against amounts paid in settlement and expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of, or serving as a witness in, such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and except that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for misconduct in the performance of his duty to the Corporation.

(c) Except as may be otherwise ordered by a court, there shall be a presumption that any director, officer and/or employee is entitled to indemnification as provided in this Section 5.1 unless either a majority of the directors who are not involved in such proceedings (the “disinterested directors”) or, if there are less than three (3) disinterested directors, the holders of one-third of the outstanding shares of the Corporation determine that the person is not entitled to such presumption by certifying such determination in writing to the Secretary of the Corporation. In such event the disinterested director(s) or, in the event of certification by shareholders, the Secretary of the Corporation shall request of independent counsel, who may be the outside general counsel of the Corporation, a written opinion as to whether or not the parties involved are entitled to indemnification under this Section 5.1.

(d) Indemnification under this Article 5 shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 5.2 Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided under subsection (c) of Section 5.1 upon receipt of an undertaking by or on behalf of the director, officer and/or

employee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation.

Section 5.3 Non-Exclusivity of Indemnification Rights. The indemnification provided by this Article 5 shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity while serving as a director, officer and/or employee and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer and/or employee and shall inure to the benefit of the heirs and personal representatives of such a person.

Section 5.4 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer and/or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of a corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article 5.

ARTICLE VI: SHARE CERTIFICATES AND TRANSFER

Section 6.1 Certificates Representing Shares. The share certificates of the Corporation shall state:

(a)	the name of the Corporation and that the Corporation is organized under the laws of the Commonwealth of Pennsylvania;

(b)	the name of the person to whom issued;

(c)	the number and class of shares and the designation of the series, if any, that the certificate represents; and

(d)	the par value of each share or a statement that such shares are without par value, as the case may be.

The share certificates shall be signed by the Chief Executive Officer, the President or a Vice President and the Secretary or the Treasurer or any other person properly authorized by the Board of Directors, and shall bear the corporate seal, which seal may be a facsimile engraved or printed. Where the certificate is signed by a transfer agent or a registrar, the signature of any corporate officer on such certificate may be a facsimile, engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer because of death, resignation or otherwise before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the date of its issue. No share shall be issued until the consideration therefor, fixed as provided by law, has been fully paid.

Notwithstanding anything herein to the contrary, any or all classes and series of shares, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board

of Directors, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation. The Corporation shall, after the issuance or transfer of uncertificated shares, send to the registered owner of uncertificated shares a written notice containing the information required to be set forth or stated on certificates pursuant to the law of the Commonwealth of Pennsylvania. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

Section 6.2 Transfers Of Shares. Shares of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of shares shall be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully made in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of shares shall be valid as against the Corporation for any purpose until it shall have been entered in the share records of the Corporation by an entry showing from and to whom the shares were transferred.

Section 6.3 Registered Shareholders. The Corporation may treat the holder of record of any shares issued by the Corporation as the holder in fact thereof, for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into agreements with respect to those shares in accordance with the laws of the Commonwealth of Pennsylvania, or giving proxies with respect to those shares.

Section 6.4 Lost or Replacement Certificates. Except where shares are to be uncertificated, where a shareholder of the Corporation alleges the loss, theft or destruction of one or more certificates for shares of the Corporation and requests the issuance of a substitute certificate therefor, the Board of Directors may direct a new certificate of the same tenor and for the same number of shares to be issued to such person upon such person's making of an affidavit in form satisfactory to the Board of Directors setting forth the facts in connection therewith, provided that prior to the receipt of such request the Corporation shall not have either registered a transfer of such certificate or received notice that such certificate has been acquired by a bona fide purchaser. When authorizing such issue of a new certificate the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his or her heirs or legal representatives, as the case may be, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such form and with surety or sureties, with fixed or open penalty, as shall be satisfactory to the Board of Directors, as indemnity for any liability or expense which it may incur by reason of the original certificate remaining outstanding.

ARTICLE VII: DISTRIBUTIONS

Section 7.1 Declaration. The Board of Directors may, from time to time, at any duly convened regular or special meeting or by unanimous consent in writing, declare and pay dividends upon the outstanding shares of capital stock of the Corporation in cash, property or shares of the Corporation, as long as any dividend shall not be in violation of law or the Articles of Incorporation.

Section 7.2 Record Date For Distributions And Share Dividends. For the purpose of determining shareholders entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the Board of Directors may, at the time of declaring the distribution or share dividend, set a date no more than sixty (60) days prior to the date of the distribution or share dividend as the record date. If no record date is fixed, the record date shall be the date on which the resolution of the Board of Directors authorizing the distribution or share dividend is adopted.

ARTICLE VIII: MISCELLANEOUS

Section 8.1 Instruments. All checks, drafts, or other instruments for payment of money or notes of the Corporation shall be signed by an officer or officers or any other person or persons as shall be determined from time to time by resolution of the Board of Directors.

Section 8.2 Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors.

Section 8.3 Conflict With Applicable Law Or Articles Of Incorporation. Unless the context requires otherwise, the general provisions, rules of construction, and definitions of the BCL shall govern the construction of these Bylaws. These Bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.

Section 8.4 Invalid Provisions. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby.

Section 8.5 Books and Records. Any records maintained by the Corporation in the regular course of its business, including its share ledger, books of account, and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

Section 8.6 Notices and Waivers. Whenever, under the provisions of applicable law or of the Articles of Incorporation or of these Bylaws, written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof through the mail by first class or express mail postage prepaid, or courier service, charges prepaid, facsimile transmission, email or other electronic communication, to his or her address appearing on the books of the Corporation or supplied by him or her to the Corporation for the purpose of notice. Unless otherwise provided in the Articles of Incorporation or these Bylaws, (a) if the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or the courier service for transmission to such person and (b) if notice is sent by facsimile transmission, email or other electronic communication, it shall have been deemed to have been given to the person entitled thereto when

sent. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of shareholders, the general nature of the business to be transacted.

Any written notice required to be given to any person may be waived in writing signed by the person entitled to such notice whether before or after the time stated therein. Attendance of any person entitled to notice whether in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where any person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Where written notice is required of any meeting, the waiver thereof must specify the purpose only if it is for a special meeting of the shareholders.

ARTICLE IX: AMENDMENT OF BYLAWS

Section 9.1. Shareholders. These Bylaws may be amended, repealed, or otherwise altered at any regular or special meeting of the shareholders at which a quorum is present, by the affirmative vote of the holders of two-thirds of the issued and outstanding shares of the Corporation entitled to vote at such meeting. The notice of any meeting, at which action shall be taken to alter the Bylaws, shall include a copy of the proposed amendment or a summary of the changes proposed to be made.

Section 9.2 Board of Directors. The Board of Directors may also make, amend, or repeal these Bylaws at any regular or special meeting of the Board of Directors at which a quorum is present, by a majority vote of the members attending, except with respect to any provision that the Articles of Incorporation, these Bylaws, or the BCL requires action by the shareholders and is subject to the power of the shareholders to change such action.

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is dated this 22nd day of February 2023, to be effective as of the Effective Date as defined in Section 25 below, by and among LINKBANCORP, Inc., a Pennsylvania corporation (the “Corporation”), LINKBANK, a Pennsylvania chartered bank (the “Bank”), and John W. Breda, an adult individual (“Executive”). The Corporation, the Bank and the Executive are each referred to herein as a “Party” and, collectively, the “Parties.”

WITNESSETH:

WHEREAS, the Corporation and Partners Bancorp (“Partners”) have entered into an Agreement and Plan of Merger, dated as of February 22, 2023 (the “Merger Agreement”), pursuant to which Partners shall merge with and into the Corporation, with the Corporation as the surviving entity, and The Bank of Delmarva, the wholly-owned subsidiary of Partners, shall merge with and into the Bank, with the Bank surviving (the “Merger”); and

WHEREAS, Executive is presently the President and Chief Executive Officer of Partners Bancorp, a Maryland corporation (“Partners”) and The Bank of Delmarva and is a party to an employment agreement with Partners Bancorp and The Bank of Delmarva, dated as of December 13, 2018, as amended (the “Prior Agreement”); and

WHEREAS, pursuant to the terms of the Merger Agreement, the parties desire to enter into this Agreement in order to induce Executive to continue employment with, and to provide further incentive for Executive to achieve the financial and performance objectives of, the Corporation and the Bank; and

WHEREAS, in exchange for the consideration described herein, including the Retention Bonus set forth in Section 5(g), the Prior Agreement shall terminate as of the Effective Date, and this Agreement shall supersede and replace the Prior Agreement as of the Effective Date.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree, effective the Effective Date, as follows:

1. Employment. The Bank and the Corporation hereby employ Executive and Executive hereby accepts employment with the Bank and the Corporation, under the terms and conditions set forth in this Agreement.

2. Duties of Executive. Executive shall serve as the Chief Executive Officer, Delmarva Market of the Bank. Executive shall report to the Chief Executive Officer of the Corporation and shall serve as a director and/or officer of any subsidiary of the Corporation or the Bank to which Executive shall be elected or appointed. Executive shall have such other duties and hold such other titles as may be provided by the bylaws of the Bank and the Corporation and as may be assigned to him from time to time by the Boards of Directors of the Bank and the Corporation (collectively, the “Boards”).

3. Employment in Other Employment. Except as set forth herein, Executive shall devote all of his working time, ability and attention to the business of the Bank and the Corporation and/or their subsidiaries or affiliates, during the term of this Agreement. Executive shall notify the Chief Executive Officer of the Corporation in writing before Executive engages in any other business or commercial duties or pursuit including, but not limited to, directorships of other companies. Under no circumstances may Executive engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Bank and the Corporation and/or any of their respective subsidiaries or affiliates, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Bank and the Corporation and/or any of their respective subsidiaries or affiliates. Executive shall not be precluded, however, from engaging in voluntary or philanthropic endeavors, from engaging in activities designed to maintain and improve his professional skills, or from engaging in activities incident or necessary to personal investments, so long as they are not in conflict with or detrimental to Executive’s rendition of services on behalf of the Bank and the Corporation and/or any of their respective subsidiaries or affiliates.

4. Term of Agreement.

(a) The term of Executive’s employment under this Agreement shall commence as of the Effective Date and shall continue through the June 30, 2026 (the “Employment Period”), unless terminated earlier pursuant to Section 4(b) hereof.

(b) Notwithstanding the provisions of Section 4(a) of this Agreement, the Bank and the Corporation may terminate Executive’s employment at any time with or without Cause (as defined herein) upon written notice from the Boards to Executive. As used in this Agreement, “Cause” shall mean any of the following:

(i)	Executive’s conviction of or plea of guilty or nolo contendere to a felony, a crime of falsehood or a crime involving moral turpitude, or the actual incarceration of Executive for a period of ten (10) consecutive days or more;

(ii)	Executive’s failure to follow the good faith lawful instructions of the Boards, after written notice from the Bank and the Corporation and a failure to cure such violation within thirty (30) days of said written notice;

(iii)

Executive’s willful failure to substantially perform Executive’s duties to the Bank and the Corporation, other than a failure resulting from Executive’s incapacity because of physical or mental illness, as provided in subsection (d) of this Section 4, after written notice from the Bank and the Corporation and a failure to cure such violation within thirty (30) days of said written notice;

(iv)	Executive’s willful violation of the provisions of this Agreement, after written notice from the Bank and the Corporation and a failure to cure such violation within thirty (30) days of said written notice;

(v)	dishonesty or gross negligence of Executive in the performance of his duties; provided Executive shall be given written notice from the Bank and the Corporation of the alleged gross negligence and thirty (30) days in which to cure such violation, if such violation is curable;

(vi)	Executive’s removal or prohibition from being an institutional-affiliated party by a final order of an appropriate federal or state banking agency pursuant to Section 8(e) or 8(g) of the Federal Deposit Insurance Act or any other federal or state regulation;

(vii)

Executive’s breach of fiduciary duty involving personal gain; or

(viii)

the willful violation by Executive of any law, rule or regulation governing banks or bank officers or any final cease and desist order issued by a bank regulatory authority.

If Executive’s employment with the Bank and the Corporation is terminated for Cause, all of Executive’s rights under this Agreement shall cease as of the effective date of such termination, except for the right to receive the Accrued Benefits (as defined herein) and the rights under Section 20 hereof with respect to arbitration. As used in this Agreement, “Accrued Benefits” means (i) accrued but unpaid salary through the effective date of termination, (ii) any accrued but unused vacation time as of the effective date of termination, to the extent required by applicable law or the terms of any paid time-off policy of the Bank or the Corporation in effect from time to time, (iii) unreimbursed expenses (if any), in accordance with the expense reimbursement policies and procedures of the Bank and the Corporation in effect from time to time, (iv) Executive’s Retention Bonus set forth in Section 5(g) below; and (v) other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs, arrangements or other agreements of the Bank and the Corporation (other than any severance plan or policy) as to which Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination.

(c) Notwithstanding the provisions of Section 4(a) of this Agreement, Executive may terminate his employment for Good Reason. The term “Good Reason” shall mean (i) the assignment of duties and responsibilities inconsistent with Executive’s status as Chief Executive Officer, Delmarva Market of the Bank, (ii) a change by the Corporation or the Bank in Executive’s principal place of employment to a location that increases Executive’s one-way daily commute by more than fifty (50) miles; (iii) any removal of Executive from office or any adverse change in the terms and conditions of Executive’s employment, except for any termination of the Executive’s employment for Cause, (iv) any reduction in Executive’s Annual Base Salary as in effect as of the Effective Date or as the same may be increased from time to time, (v) any failure of the Bank and the Corporation to provide Executive with benefits at least as favorable as those enjoyed by Executive during the Employment Period under any of the pension (including 401(k)), life insurance, medical, health and accident, disability or other Executive benefit plans of the Bank and the Corporation, or the taking of any action that would materially reduce any of such benefits unless such reduction is part of a reduction applicable to all Executives, or (vi) any failure by the Bank and the Corporation to require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the businesses and/or assets of the Bank

(d) and the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank and the Corporation would be required to perform it if no such succession had taken place.

In order to terminate his employment for Good Reason, Executive must, within ninety (90) days of the occurrence of any of the foregoing events, provide notice to the Bank and the Corporation of the existence of the “Good Reason” condition and provide the Bank and the Corporation thirty (30) days in which to cure such condition. In the event that the Bank and/or the Corporation do not cure the condition within thirty (30) days of such notice, Executive may resign from employment for “Good Reason” within sixty (60) days of the end of the foregoing cure period by written notice (the “Notice of Termination”) delivered to the Bank and the Corporation.

(e) Notwithstanding the provisions of Section 4(a) of this Agreement, Executive’s employment with the Bank and the Corporation shall terminate automatically upon his death, and the Bank and the Corporation may terminate Executive’s employment due to his Disability (as defined herein). If Executive’s employment with the Bank and the Corporation terminates due to his death or Disability, all of Executive’s rights under this Agreement shall cease as of the date of such termination, except for the right to receive the Accrued Benefits. For purposes of this Agreement, the term “Disability” shall mean that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

(f) Notwithstanding the provision of Section 4(a) of this Agreement, Executive may terminate his employment without Good Reason, in which case all of Executive’s rights under this Agreement shall cease as of the effective date of such termination, except for the right to receive the Accrued Benefits and rights under Section 20 hereof with respect to arbitration.

(g) Executive agrees that upon expiration of the Employment Period the Bank and the Corporation shall have no further obligation under this Agreement, other than payment to Executive of the Accrued Benefits, as of the date of the expiration of this Agreement or until Executive voluntarily terminates his employment, whichever occurs earlier.

(h) In the event Executive’s employment under this Agreement is terminated for any reason, if applicable, Executive’s service as a director of the Corporation, the Bank, and any affiliate or subsidiary thereof shall immediately terminate. This Section 4(g) shall constitute a resignation notice for such purposes.

5. Employment Period Compensation.

(a) Annual Base Salary. For services performed by Executive under this Agreement, the Bank and the Corporation shall pay Executive an annual base salary during the Employment Period at the rate of THREE HUNDRED SIXTY THOUSAND DOLLARS ($360,000), per year, plus any raises approved by the Boards (the “Annual Base Salary”), minus applicable withholdings and deductions, payable at the same times as salaries are payable to other Executives of the Bank and the Corporation. The term Annual Base Salary as utilized in this Agreement shall refer to Executive’s annual base salary as then in effect.

(b) Bonus. For services performed by Executive under this Agreement, the Bank and the Corporation may, from time to time, pay a bonus or bonuses to Executive as the Bank and the Corporation, in their sole discretion, deem appropriate. The payment of any such bonuses shall not reduce or otherwise affect any other obligation of the Bank and the Corporation to Executive provided for in this Agreement. Any bonus paid to Executive pursuant to this Section 5(b) shall be paid no later than 2 ½ months after the end of the year in which the performance period ends.

(c) Paid Time-off. During the term of this Agreement, Executive shall be entitled to five (5) weeks of paid time-off on a calendar year basis (paid time-off in partial calendar years shall be provided on a pro rata basis), as well as such other leave as may be provided for under the current and future leave policies of the Bank and the Corporation for executive officers.

(d) Benefit Plans. During the term of this Agreement, Executive shall be entitled to participate in or receive the benefits of any employee benefit plan currently in effect at the Bank and the Corporation, subject to the terms of said plan, until such time that the Boards authorize a change in such benefits. The Bank and the Corporation shall not make any changes in such plans or benefits which would adversely affect Executive’s benefits thereunder, unless such change occurs pursuant to a program applicable to all officers of the Bank and the Corporation and does not result in a proportionately greater adverse change in the rights of or benefits to Executive as compared with any other officer of the Bank and the Corporation. Nothing paid to Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to Executive pursuant to Section 5(a) hereof.

(e) Expenses. During the term of this Agreement, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred in carrying out his duties under this Agreement, which are properly accounted for, in accordance with the policies and procedures established by the Boards for officers of the Bank and the Corporation, including the cost of attending business related seminars, meetings and conventions, and membership fees and dues and other business related expenses at Green Hill Yacht and Country Club. In addition, the Bank agrees to transfer the bank-owned automobile, which was provided by The Bank of Delmarva under the terms of the Prior Agreement, to Executive for a nominal consideration of Ten Dollars ($10.00). The Bank further agrees to pay Executive a vehicle allowance of Seven Hundred and Fifty Dollars ($750.00) per month to cover Executive’s milage reimbursement in the ordinary course of business.

(f) Life Insurance.

(i) The Company or the Bank shall obtain, and during the Employment Period of this Agreement maintain, a term life insurance policy (the “Policy”) on Executive in the amount of One Million Dollars ($1,000,000), the particular product and carrier to be chosen by the Bank in its discretion. Executive shall have the right to designate the beneficiary of the Policy. The Company or the Bank will pay, during the Employment Period of this Agreement, the Policy premium up to the standard rate for an individual of similar age, Executive shall be responsible for paying any Policy premium in excess of the standard rate, which shall be deducted from his Annual Base Salary. Should the premium exceed the standard rate, Executive, in his sole discretion, may elect in writing to decrease the amount of insurance to a sum where the premium is equivalent to

that of the standard rate on a One Million Dollar ($1,000,000) Policy. Upon termination of this Agreement for any reason, the Bank shall use commercially reasonable efforts to assign the Policy to Executive and Executive will assume responsibility for any and all premiums for the Policy.

(ii) The Company or the Bank may, at its cost and for its benefit, obtain and maintain “key-man” life insurance and/or Bank-owned life insurance on Executive in such amount as determined by the Board from time to time. Executive agrees to cooperate fully and to take all actions reasonably required by the Bank in connection with the purchase and maintenance of such insurance.

(g) Retention Bonus. In consideration for terminating the Prior Agreement and entering into this Agreement which supersedes and replaces the Prior Agreement as of the Effective Date, the Corporation agrees to pay Executive a bonus in the amount of One Million Two Hundred Thirty-Seven Thousand Nine Hundred and Thirty-Eight Dollars and Sixty-Three Cents ($1,237,938.63), less applicable withholdings (the “Retention Bonus”). The Corporation will pay the Retention Bonus to the Executive in three equal installments, each in the amount of Four Hundred Twelve Thousand Six Hundred and Forty-Six Dollars and Twenty-One Cents ($412,646.21). Each installment will be paid on the Effective Date and the first and second annual anniversaries of the Effective Date, regardless of whether the Executive is employed by the Bank or Corporation on each installment payment date. In the event of the death of Executive, any unpaid Retention Bonus installment shall be immediately payable to the Executive’s surviving spouse, and if none, to the Executive’s estate.

6. Termination of Employment Following a Change in Control.

(a) If a Change in Control (as defined in Section 6(c) of this Agreement) shall occur and Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive resigns for Good Reason, in each case within two (2) years following the Change in Control, Executive shall be entitled to receive his Accrued Benefits plus a lump sum payment equal to the greater of (a) the sum of (i) his unpaid Annual Base Salary through the Employment Period, or June 30, 2026; and (ii) Executive’s average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination; or (b) one (1) times the sum of: (i) his Annual Base Salary; and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination, which shall be paid to Executive within sixty (60) days following the date of his termination of employment. In addition, for a period of one (1) year from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the one (1) year prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of one (1) year from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur,

subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable.

Notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of employment.

(b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 6 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

(c) As used in this Agreement, “Change in Control” shall mean a change in ownership or effective control applicable to the Corporation or the Bank as described in Section 409A(a)(2)(A(v) of the Internal Revenue Code of 1986, as amended (or any successor provision thereto and the regulations thereunder).

7. Rights in Event of Termination of Employment Absent Change in Control.

(a) In the event that Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive resigns for Good Reason, in each case other than within two (2) years following a Change in Control, then the Bank and the Corporation shall pay Executive his Accrued Benefits plus a lump sum payment equal to the greater of (a) the sum of (i) his unpaid Annual Base Salary through the Employment Period, or June 30, 2026; and (ii) Executive’s average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination; or (b) the sum of (i) one (1) times (i) his Annual Base Salary; and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination, which shall be paid to Executive within sixty (60) days following the date of his termination of employment. In addition, for a period of one (1) year from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the one (1) year prior to his termination of employment if the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of one (1) year from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable.

Notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in Section 7(a) unless he executes a

general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of employment.

(b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

8. Covenant Not to Compete.

(a) Executive hereby acknowledges and recognizes the highly competitive nature of the business of the Bank and the Corporation and accordingly agrees that, during and for the applicable Restricted Period set forth in Section 8(c) hereof, Executive shall not, except as otherwise permitted in writing by the Bank and the Corporation:

(i)

be engaged, directly or indirectly, within a thirty-five (35) mile radius of a branch or other place of business of the Corporation or the Bank (the “Non-Competition Area”), either for his own account or as agent, consultant, Executive, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in or proposed to be engaged in (1) the banking (including bank and corporation holding company) or financial services industry, or (2) any other activity in which the Bank and the Corporation or any of their respective affiliates are engaged during the Employment Period, and remain so engaged at the end of the Employment Period.; or

(ii)

provide financial or other assistance, in the Non-Competition Area, to any person, firm, corporation or enterprise engaged in (1) the banking (including bank and corporation holding company) or financial services industry, or (2) any other activity in which the Bank and the Corporation or any of its affiliates are engaged during the Employment Period; or

(iii)

directly or indirectly solicit persons or entities who were customers or referral sources of the Bank and the Corporation or their respective affiliates within one year of Executive’s termination of employment, to a become customer or referral source of a person or entity other than the Bank and the Corporation or their respective affiliates; or

(iv)

directly or indirectly solicit any employee of the Bank and the Corporation or their respective affiliates who were employed within one year of Executive’s termination of employment to work for anyone other than the Bank and the Corporation or their respective affiliates. A general solicitation through a public medium shall not constitute a breach of this Section 8(a)(iv).

(b) It is expressly understood and agreed that, although Executive and the Bank and the Corporation consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for the Bank and the Corporation and their respective subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 8(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

(c) The provisions of Section 8(a) shall be applicable commencing on the Effective Date and ending on the second anniversary of the effective date of termination of employment (the “Restricted Period”) if termination of employment occurs on or before December 31, 2025; provided; however, that in the event that Executive’s termination of employment occurs on or after January 1, 2026, the Restricted Period shall end on the first anniversary of the effective date of termination of employment.

9. Unauthorized Disclosure. During the term of his employment hereunder, or at any later time, Executive shall not, without the written consent of the Boards or a person authorized thereby, knowingly disclose to any person, other than an Executive of the Bank and the Corporation or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Executive of his duties as an Executive of the Bank and the Corporation, any material confidential information obtained by him while in the employ of the Bank and the Corporation with respect to any of the Bank’s and the Corporation’s services, products, improvements, formulas, designs or styles, processes, customers, methods of business or any business practices the disclosure of which could be or will be damaging to the Bank and the Corporation; provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by Executive or any person with the assistance, consent or direction of Executive) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Bank and the Corporation or any information that must be disclosed as required by law.

10. Work Made for Hire. Any work performed by Executive under this Agreement should be considered a “Work Made for Hire” as the phrase is defined by the U.S. patent laws and shall be owned by and for the express benefit of the Bank and the Corporation and their respective subsidiaries and affiliates. In the event it should be established that such work does not qualify as a Work Made for Hire, Executive agrees to and does hereby assign to the Bank and the Corporation, and their respective affiliates and subsidiaries, all of his rights, title, and/or interest in such work product, including, but not limited to, all copyrights, patents, trademarks, and propriety rights.

11. Return of Company Property and Documents. Executive agrees that, at the time of termination of his employment, regardless of the reason for termination, he will deliver to the Bank and the Corporation and their respective subsidiaries and affiliates, any and all company property, including, but not limited to, keys, security codes or passes, mobile telephones, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints,

sketches, software programs, equipment, other documents or property, or reproductions of any of the aforementioned items developed or obtained by Executive during the course of his employment.

12. Liability Insurance. The Bank and the Corporation shall obtain liability insurance coverage for Executive under an insurance policy with similar terms as that which is currently covering officers and directors of the Bank and the Corporation against lawsuits, arbitrations or other legal or regulatory proceedings.

13. Withholding. Any payments provided for hereunder shall be reduced by any taxes or other amounts required to be withheld by the Bank and the Corporation, and any benefits provided hereunder shall be subject to taxation if and to the extent provided, from time to time under applicable employment or income tax laws or similar statutes or other provisions of law then in effect.

14. Section 409A.

(a) The provisions of this Agreement and any payments, including the Retention Bonus, made herein are intended to comply with, and should be interpreted consistent with, the requirements of Section 409A of the Code and any related regulations or other effective guidance promulgated thereunder (collectively, “Section 409A”). If any provision of this Agreement or any payment made hereunder fails to meet the requirements of Section 409A, neither the Bank, the Corporation nor any of their respective affiliates shall have any liability for any tax, penalty or interest imposed on Executive by Section 409A, and Executive shall have no recourse against the Bank, the Corporation or any of their respective affiliates for payment of any such tax, penalty, or interest imposed by Section 409A.

(b) Each installment payment payable under this Agreement shall be treated as a separate payment as defined under Treasury Regulation §1.409A-2(b)(2). If Executive is a “specified employee” (as determined under the Bank’s and the Corporation’s policy for identifying specified employees) on the date of Executive’s “separation from service” (within the meaning of Code Section 409A) and if any portion of any severance amount payable hereunder would be considered “deferred compensation” under Section 409A, such portion shall not be paid on any date prior to the first business day after the date that is six months following Executive’s separation from service. The first payment that can be made shall include the cumulative amount of any amounts that could not be paid during such six-month period. Notwithstanding the foregoing, payments delayed pursuant to this six-month delay requirement shall commence earlier in the event of Executive’s death prior to the end of the six-month period.

(c) Section 409A prohibits reimbursement payments from being made any later than the end of the calendar year following the calendar year in which the applicable expense is incurred or paid. Also under Section 409A, (i) the amount of expenses eligible for reimbursement during any calendar year may not affect the amount of expenses eligible for reimbursement in any other calendar year, and (ii) the right to reimbursement cannot be subject to liquidation or exchange for another benefit.

15. Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be deemed properly given if writing and if mailed by registered or certified mail, postage prepaid with return receipt requested, to Executive’s residence, in the case of notices to Executive, and to the principal executive offices of the Bank and the Corporation, in the case of notices to the Bank and the Corporation.

16. Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and an officer specifically designated by the Boards. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

17. Assignment. This Agreement shall not be assignable by any party, except by the Bank and the Corporation to any successor in interest to their respective businesses.

18. Entire Agreement. This Agreement supersedes any and all agreements, either oral or in writing, between the parties with respect to the employment of Executive by the Bank and the Corporation, including the Prior Agreement, and this Agreement contains all the covenants and agreements between the parties with respect to employment.

19. Successors, Binding Agreement.

(a) The Bank and the Corporation will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the businesses and/or assets of the Bank and the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank and the Corporation would be required to perform it if no such succession had taken place. Failure by the Bank and the Corporation to obtain such assumption and agreement prior to the effectiveness of any such succession shall constitute a breach of this Agreement. As used in this Agreement, “the Bank and the Corporation” shall mean the Bank and the Corporation, as defined previously and any successor to their respective businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

(b) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees. If Executive should die after a Notice of Termination is delivered by Executive, or following termination of Executive’s employment without Cause, and any amounts would be payable to Executive under this Agreement if Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or, if there is no such designee, to Executive’s estate.

20. Arbitration. The Bank and the Corporation and Executive recognize that in the event a dispute should arise between them concerning the interpretation or implementation of this Agreement, lengthy and expensive litigation will not afford a practical resolution of the issues within a reasonable period of time. Consequently, each party agrees that all disputes, disagreements and questions of interpretation concerning this Agreement (except for any

enforcement sought with respect to Sections 8, 9, 10 or 11 which may be litigated in court, including an action for injunction or other relief) are to be submitted for resolution, in Camp Hill, Pennsylvania, to the American Arbitration Association (the “Association”) in accordance with the Association’s National Rules for the Resolution of Employment Disputes or other applicable rules then in effect (“Rules”). The Bank and the Corporation or Executive may initiate an arbitration proceeding at any time by giving notice to the other in accordance with the Rules. The Bank and the Corporation and Executive may, as a matter of right, mutually agree on the appointment of a particular arbitrator from the Association’s pool. The arbitrator shall not be bound by the rules of evidence and procedure of the Courts of the Commonwealth of Pennsylvania but shall be bound by the substantive law applicable to this Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or gross and obvious error of fact, shall be final and binding upon the parties and shall be enforceable in courts of proper jurisdiction. Following written notice of a request for arbitration, the Bank and the Corporation and Executive shall be entitled to an injunction restraining all further proceedings in any pending or subsequently filed litigation concerning this Agreement, except as otherwise provided herein or any enforcement sought with respect to this Agreement, except as otherwise provided herein or any enforcement sought with respect to Sections 8, 9, 10 or 11 of this Agreement, including an action for injunction or other relief.

21. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

22. Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic, internal laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.

23. Headings. The section headings of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

24. Limitation of Certain Payments.

(a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by the Corporation or the Bank to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, and that it would be economically advantageous to Executive to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section 24, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

(b) All determinations to be made under this Section 24 shall be made, in writing, by the Corporation’s independent certified public accountant (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both the Bank and Executive within ten (10) days of the date of termination. Any such determination by the Accounting Firm shall be binding upon the Bank and Executive. Executive shall in his or her sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section 24, which determination shall be made by delivery of written notice to the Bank within ten (10) days of Executive’s receipt of the determination of the Accounting Firm. Within five (5) days after Executive’s timely determination, the Bank shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of Executive, such amounts as are then due to Executive under this Agreement. In the event Executive does not make such timely determination then within fifteen (15) days after the Bank’s receipt of the determination of the Accounting Firm, the Bank in its sole discretion may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of Executive such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount.

(c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Bank which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Bank could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the “separation from service” (within the meaning of Code Section 409A), the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Bank together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by Executive to the Bank if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Bank to or for the benefit of Executive together with interest thereon at the Federal Rate.

(d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in paragraphs (b) and (c) above shall be borne solely by the Corporation or the Bank. The Corporation agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

25. Effective Date. Notwithstanding anything to the contrary contained herein, this Agreement shall be subject to the consummation of the Merger, and shall become effective as of the Effective Time as defined in the Merger Agreement (which for purposes of this Agreement shall be referred to as the “Effective Date”). In the event the Merger Agreement terminates prior to the Effective Date or Executive is not employed by Partners or the Bank as of immediately prior to the Effective Date, this Agreement shall automatically terminate and become null and void. On

the Effective Date, Executive, the Corporation and the Bank hereby agree that the Prior Agreement shall be terminated without any further action of any of the parties hereto or thereto. Executive hereby acknowledges and agrees that Executive has no contractual rights to any payments or benefits under the Prior Agreement as of the Effective Date.

[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ATTEST:	LINKBANCORP, INC.
/s/ Melanie Vanderau	/s/ Andrew Samuel
ATTEST:	LINKBANK
/s/ Melanie Vanderau	/s/ Andrew Samuel
WITNESS
/s/ April L. Parkin	/s/ John W. Breda
	Name: John W. Breda

EXHIBIT 10.2

SEPARATION AND NON-COMPETITION AGREEMENT

THIS SEPARATION AND NON-COMPETITION AGREEMENT (the “Agreement”), dated as of April 19, 2023, by and between LINKBANCORP, Inc., a Pennsylvania corporation (the “Corporation”), and Lloyd B. Harrison, III (“Executive”) is effective as of the Closing (as defined below) (the “Effective Date”). For purposes of this Agreement, Executive and the Corporation shall each be a “Party” and shall collectively be the “Parties.”

WITNESSETH

WHEREAS, this Agreement is entered into in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of February 22, 2023 (the “Merger Agreement”), by and between the Corporation and Partners Bancorp (“Partners”), and effective as of the closing of the transactions contemplated by the Merger Agreement (the “Effective Time”), pursuant to which Partners will merge with and into the Corporation, with the Corporation as the surviving entity (together with the Effective Time, the “Closing”);

WHEREAS, in connection with the foregoing and subject to the occurrence of the Closing, the Corporation has determined that it is in the best interests of the Corporation and its shareholders to enter into this Agreement embodying the terms of such non-competition covenant and non-solicitation covenant, subject to the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Parties hereby agree as follows:

Section 1. Termination of Employment and Employment Agreement. Effective as of the Effective Date, the Executive’s employment will terminate and, in consideration for entering into this Agreement, the Employment Agreement, dated as of December 13, 2018, including any amendments thereto, by and among Partners, Virginia Partners Bank, the wholly owned subsidiary of Partners, and Executive (“Prior Agreement”) shall terminate and be superseded and replaced by this Agreement. For clarity, nothing in this Agreement shall affect Executive’s service as a member of the Board of Directors of the Corporation or LINKBANK (the “Bank”), as applicable.

Section 2. Covenant Not to Compete and Covenant Not to Solicit. In consideration of the compensation to be paid to Executive under this Agreement, for a period of one (1) year following the Executive’s date of termination of employment (the “Restriction Period”), Executive agrees that he shall not, except as otherwise permitted in writing by the Bank and the Corporation:

(a) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in or proposed to be engaged in (1) the banking (including bank and corporation holding company) or financial services industry, or (2) any other activity in which the Bank and the Corporation or any of their respective affiliates are engaged during the twelve (12) month period prior to the Executive’s date of termination of employment, and remain so engaged as of the Effective Date, within a fifty (50) mile radius of the headquarters of Virginia Partners Bank (as of immediately prior to the Effective Date) or within a twenty-five (25) mile radius of any branch or other place of business of the Corporation or the Bank (the “Non-Competition Area”); or

(b) provide financial or other assistance to any person, firm, corporation or enterprise

engaged in (1) the banking (including bank and corporation holding company) or financial services industry, or (2) any other activity in which the Bank and the Corporation or any of its affiliates are engaged during the twelve (12) month period prior to the Executive’s date of termination of employment, in the Non-Competition Area; or

(c) directly or indirectly solicit persons or entities who were customers or referral sources of the Bank and the Corporation or their respective affiliates within one year of Executive’s termination of employment, to a become customer or referral source of a person or entity other than the Bank and the Corporation or their respective affiliates; or

(d) directly or indirectly solicit any employee of the Bank and the Corporation or their respective affiliates who were employed within one year of Executive’s termination of employment to work for anyone other than the Bank and the Corporation or their respective affiliates.

Section 3. Compensation.

(a) Restrictive Covenant Payment. In consideration for and Executive complying with the covenants set forth in Section 2 hereof, upon and subject to the occurrence of the Closing, the Corporation agrees to pay Executive an amount equal to $1,579,923 (the “Restrictive Covenant Payment”), subject to the terms and conditions set forth herein. The Restrictive Covenant Payment will be paid in three installments of $526,641 each, less required tax withholding. The first payment shall be made within sixty (60) days following the Effective Date, subject to the Executive’s executing and not revoking the general release of claims described herein; provided, however, that in no event shall Executive have discretion to designate, directly or indirectly, the calendar year of payment. The second payment shall be made on the first anniversary of the Effective Date, and the third payment shall be made on the second anniversary of the Effective Date. Notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in this Section 3(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of employment.

(b) Clawback. In the event of a breach by Executive of any of the covenants and agreements contained in Section 2 prior to the end of the Restriction Period, the Corporation may recover an amount equal to the after-tax portion of the Restrictive Covenant Payment received by Executive.

Section 4. Enforcement. In the event of a breach by Executive of any of the covenants and agreements contained in Section 2 to which the Corporation has not consented in writing, the Corporation shall be entitled to one or more of the following remedies, in addition to any other remedy provided for in this Agreement or as a matter of law, to the extent that such remedies are not by their nature exclusive:

(a) To seek recovery of the Restrictive Covenant Payment received by Executive pursuant to Section 3(b) hereof;

(b) To collect through an action at law any damages sustained by the Corporation in excess of any amounts repaid pursuant to Section 3(b); and

(c) To obtain as appropriate, and without the necessity of showing actual damages: (i) an injunction against the continuation of any such breach by Executive, or (ii) specific performance of any negative covenant of Executive, it being agreed, in each case of clauses (i) and (ii), by Executive and the Corporation that money damages alone for such defaults by Executive would be inadequate.

Section 5. Reasonableness of Restrictions. Executive acknowledges and recognizes the highly competitive nature of the Corporation’s business, that access to confidential information renders Executive special and unique within the Corporation’s industry, and that Executive has had the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Corporation during the course of and as a result of Executive’s employment with the Corporation. In light of and in consideration for the foregoing, and in consideration of the compensation provided under this Agreement, Executive acknowledges and agrees that the restrictions and limitations set forth in this Agreement are reasonable and valid in geographical and temporal scope and in all other respects and are essential to protect the value of the business and assets of the Corporation. Executive further acknowledges that the restrictions and limitations set forth in this Agreement will not materially interfere with Executive’s ability to earn a living following the Effective Date.

Section 6. Taxes. The Corporation may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law. Executive acknowledges and represents that the Corporation has not provided any tax advice to him in connection with this Agreement and that he has been advised by the Corporation to seek tax advice from his own tax advisors regarding this Agreement and payments that may be made to him pursuant to this Agreement.

Section 7. Notice. Any notice to be given hereunder shall be deemed given when either mailed in the United States, postage prepaid, by registered or certified mail with return receipt requested or e-mailed to the applicable Party, in each case, to the addresses of the Parties specified by themselves.

Section 8. Waiver. No action, waiver or forbearance by a Party on any one occasion in pursuing any right or remedy to which the Party may be entitled under this Agreement shall operate to waive, modify or in any way affect or restrict the rights of the Party on any subsequent occasion, nor shall any action, waiver or forbearance by the Corporation under or with respect to any similar or dissimilar agreement with any past, present or future employee of the Corporation in any way modify, affect or restrict the rights of the Corporation.

Section 9. Entire Agreement; Blue Pencil. This is the entire agreement between the Parties relating to the subject matter of this Agreement and all prior discussions relating to it are merged herein. This Agreement supersedes all prior agreements and oral understandings between the Parties, including, without limitation, the Prior Agreement. If any term, clause or provision of this Agreement shall be judged by a court of competent jurisdiction to be invalid, the validity of any other term, clause or provision of this Agreement shall not be affected thereby. If any term, clause or provision in Section 2 shall be judged by a court of competent jurisdiction to exceed the scope of non-competition agreements permissible under applicable law, then such term, clause or provision shall be reformed to coincide with the maximum limitations permitted.

Section 10. Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (excluding any that mandate the use of another jurisdiction’s laws). Each Party to this Agreement also hereby waives any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Agreement.

Section 11. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

Section 12. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assigns. It is expressly understood and

agreed that the benefits and obligations of this Agreement shall inure to any third party which shall succeed to the business of the Corporation, whether by way of consolidation, merger or otherwise, or to which all or substantially all of the assets of the Corporation (including its rights and obligations under this Agreement) shall be transferred or assigned, including, without limitation, pursuant to the Merger Agreement. It is also expressly understood and agreed that this Agreement is personal to Executive and cannot be assigned by Executive to any third party without the prior written consent of the Corporation; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s designated beneficiary or estate. Nothing expressed or referred to in this Agreement will be construed to give any person other than the Corporation, its subsidiaries and Executive any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.

Section 13. Section 409A Provisions. This Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). This Agreement shall be administered, interpreted and construed in a manner consistent with the requirements of Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Corporation in such manner as the Corporation Board of Directors determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion, the Corporation shall modify this Agreement to the maximum extent possible to preserve the original economic benefit to the Executive contemplated by this Agreement and so as to avoid subjecting the Executive to taxation under Section 409A(i)(A). Executive acknowledges and agrees that he shall be solely responsible for the payment of any tax or penalty which may be imposed or to which he may become subject as a result of the payment of any amounts under this Agreement. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.

Section 14. Review by Counsel. Executive affirms that, before the execution and delivery of this Agreement, Executive has read and understood this Agreement and its legal affects and has reviewed them with counsel of his choice.

Section 15. CConditional Upon Closing of Transaction and Successors; Binding Agreement. The effectiveness of this Agreement shall be conditioned upon the Closing. In the event that the Merger Agreement terminates prior to the Closing or Executive is not employed by Partners or Virginia Partners Bank as of immediately prior to the Closing, this Agreement shall be void ab initio. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees, legatees and permitted assigns.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed as of the date first set forth above.

LINKBANCORP, INC.

By:	/s/ Andrew Samuel
	Name:
	Title:

LLOYD B. HARRISON, III

By:	/s/ Lloyd B. Harrison, III

EXHIBIT 10.3

FIRST AMENDMENT TO THE

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

FOR ANDREW SAMUEL

THIS AMENDMENT (the “Amendment”) is adopted effective December 1, 2023, by and between LINKBANK (the “Employer”) and Andrew Samuel (the “Executive”).

The Executive and The Gratz Bank executed a Supplemental Executive Retirement Plan Agreement dated October 28, 2021 (the “Agreement”) which provides retirement benefits to the Executive under certain circumstances. The Gratz Bank subsequently merged with and into the Employer. As a consequence of that merger, the Employer has assumed all of The Gratz Bank’s rights and responsibilities under the Agreement. The Employer and the Executive now wish to increase benefits under the Agreement.

NOW, THEREFORE, the Employer and the Executive adopt the following amendments to the Agreement:

Section 2.1 of the Agreement shall be deleted and replaced by the following:

2.1 Normal Retirement Benefit. Upon Separation from Service after Normal Retirement Age, the Employer shall pay the Executive an annual benefit in the amount of Six Hundred Thousand Dollars ($600,000) in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following Separation from Service and continuing for fifteen (15) years.

Section 2.4 of the Agreement shall be deleted and replaced by the following:

2.4 Change in Control Benefit. If a Change in Control occurs, followed within twenty-four (24) months by an Involuntary Termination or a Termination for Good Reason prior to Normal Retirement Age, the Employer shall pay the Executive an annual benefit in the amount of Six Hundred Thousand Dollars ($600,000) in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following Separation from Service and continuing for fifteen (15) years.

Section 2.5 of the Agreement shall be deleted and replaced by the following:

2.5 Death Prior to Commencement of Benefit Payments. In the event the Executive dies prior to Separation from Service, the Employer shall pay the Beneficiary the benefit in the amount shown on the table below in lieu of any other benefit hereunder. The benefit will be paid in a lump sum the month following the Executive’s death.

Year of Executive’s Death	Amount of Benefit
2023	$6,229,940
2024	$6,658,525
2025 or later	$6,803,740

The Schedule A originally attached to the Agreement shall be deleted in its entirety and replaced by the attached Schedule A.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Employer have executed this Amendment as indicated below:

Executive	Employer:

/s/ Andrew Samuel
	By: /s/ Carl Lundblad
	Its: Chief Risk Officer

	By: /s/ George Parmer
	Its: Chair, Compensation Committee

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:

Nicole Davis

Corporate and Investor Relations Officer

717.803.8895

IR@LINKBANCORP.COM

LINKBANCORP, Inc. and Partners Bancorp Complete Transformational Combination

December 1, 2023 – CAMP HILL, PA – Andrew Samuel, Chief Executive Officer of LINKBANCORP, Inc. ("LINK") (NASDAQ: LNKB), parent company of LINKBANK, announced today the completion of the merger of Partners Bancorp ("Partners") (NASDAQ: PTRS) with and into LINK, and the merger of The Bank of Delmarva and Virginia Partners Bank with and into LINKBANK, effective November 30, 2023.

“We are delighted with the closing of this transformational combination that establishes LINKBANK as a premier Mid Atlantic community bank franchise,” said Samuel. “We look forward to moving forward united with an experienced and respected board, leadership team, and employees highly focused on building sustained value for our key stakeholders.”

Newly-established LINKBANK regions comprised of legacy markets of Partners’ bank subsidiaries are being led by in-market leadership familiar to customers of The Bank of Delmarva and Virginia Partners Bank, including the following: John W. Breda, Market CEO, Delmarva Region; Adam Nalls, Market CEO, Northern Virginia; David Talebian, Market President, Northern Virginia; Wallace King, Regional President, Fredericksburg Region; J.D. Zachry, Regional President, Central Region; and Carl Cottingham, Regional President, Delmarva Region. LINKBANK’s existing Delaware Valley Region will continue to be led by Drew Smith, Regional President, with the addition of John Herring as a Regional President for New Jersey. Additionally, in connection with the closing of the merger, ten former Partners

directors have been appointed to the LINK Board of Directors, including Partners’ current Chairman, Jeffrey Turner, who has been appointed Vice Chair of the LINK board.

“We are excited to join the LINKBANK team and work together to benefit all of our stakeholders,” said Breda. “The increased scale and resources resulting from this combination will enable us to provide customers with a robust suite of products and customer service capabilities, that will continue to be delivered through a regional, relationship-based community banking model.”

Following the merger the combined company has total assets of approximately $2.8 billion, deposits of approximately $2.3 billion and loans of approximately $2.2 billion, serving individuals, families, nonprofits and business clients in Central and Southeastern Pennsylvania, Maryland, Delaware, Virginia, and Southern New Jersey through 31 client solution centers operating under the LINKBANK brand and online at www.linkbank.com.

About LINKBANCORP, Inc.

LINKBANCORP, Inc. was formed in 2018 with a mission to positively impact lives through community banking. Its subsidiary bank, LINKBANK, is a Pennsylvania state-chartered bank serving individuals, families, nonprofits and business clients throughout Pennsylvania, Maryland, Delaware, Virginia, and New Jersey through 31 client solutions centers and www.linkbank.com. LINKBANCORP, Inc. common stock is traded on the Nasdaq Capital Market under the symbol "LNKB". For further company information, visit ir.linkbancorp.com.

LINKBANCORP, Inc. Contact
Nicole Davis Corporate and Investor Relations Officer 717-803-8895 ndavis@LINKBANK.com

FORWARD-LOOKING STATEMENTS

This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the beliefs, goals, intentions, and expectations of LINK and Partners regarding the transaction and other statements that are not historical facts.

Forward‐looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “will,” “should,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward‐looking statements speak only as of the date they are made; LINK does not assume any duty, and does not undertake, to update such forward‐looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward‐looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors, many of which are beyond the control of LINK. Such statements are based upon the current beliefs and expectations of the management of LINK and are subject to significant risks and uncertainties outside of the control of LINK. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where LINK and Partners do business; the possibility that the transaction may be more expensive than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate Partners’ operations and those of LINK; such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than expected; LINK’s success in executing its business plans and strategies and managing the risks involved in the foregoing; the dilution caused by LINK’s issuance of additional shares of its capital stock in connection with the transaction; effects of the completion of the transaction on the ability of LINK to retain customers and retain and hire key personnel and maintain relationships with its suppliers, and on its operating results and businesses generally; and risks related to the potential impact of general economic, political and market factors on LINK and other factors that may affect future results of LINK; and the other factors discussed in the “Risk Factors” section of each of LINK’s and Partners’ Annual Report on Form 10‐K for the year ended December 31, 2022, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of LINK’s and Partners’ Quarterly Report on Form 10‐Q for the quarter ended September 30, 2023, and other reports LINK and Partners file or filed with the U.S. Securities and Exchange Commission.

Document and Entity Information	Nov. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 30, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	333-255908
Entity Registrant Name	LINKBANCORP, Inc.
Entity Central Index Key	0001756701
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	82-5130531
Entity Address, Address Line One	1250 Camp Hill Bypass
Entity Address, Address Line Two	Suite 202
Entity Address, City or Town	Camp Hill
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17011
City Area Code	855
Local Phone Number	569-2265
Title of 12(b) Security	LNKB
Trading Symbol	LNKB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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