Standstill Agreement
By and Among
Ambanc Holding Co., Inc.
and
Xxxxxxxx X. Xxxxxxx
and the Xxxxxxx Group
This Agreement is made this 24th day of March, 2000 among Xxxxxxxx X.
Xxxxxxx ("Xxxxxxx"), having an office at 000 Xxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx,
the "Xxxxxxx Group" as that term is defined in paragraph 9, and Ambanc Holding
Co., Inc.("Ambanc" or the "Company"), having an office at 00 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxx.
1. The Board of Directors of Ambanc shall take all actions necessary to
appoint Xxxxxxx to Ambanc's Board of Directors for a term commencing
immediately following the March 24, 2000 meeting of the Board of
Directors and ending at the 2000 Annual Meeting of Stockholders,
currently scheduled to be held on May 26, 2000. The Board shall
nominate Xxxxxxx for election at the 2000 Annual Meeting for a term
expiring in 2003. The Board shall solicit proxies for Xxxxxxx'x
election along with the solicitation of proxies by the Board for the
other three nominees nominated by the Board.
2. Immediately following the Annual Meeting of Stockholders, Ambanc shall
take such action as may be necessary to appoint Xxxxxxx as a director
of Mohawk Community Bank (the "Bank") for a term comparable to his term
as a director of Ambanc as set forth in Section 1 of this Agreement.
3. The Xxxxxxx Group, as defined below, shall vote all stock of Ambanc
owned or controlled by any of them as of the record date for the 2000
Annual Meeting of Stockholders in favor of the election of Xxxxxxx and
in favor of the election of the three other nominees for directorships
nominated by the Board of Directors, currently expected to be Xxxx X.
Xxxx, Xxxxxx X. Xxxxx, Xx. and Xx. Xxxxxx X. Xxxxxx.
4. It is understood that Xxxx X. Xxxxxxx is the only current member of the
Company's Board of Directors who is eligible to seek reelection to the
Board in the year 2001. Therefore, the Xxxxxxx Group shall vote all
stock of Ambanc owned or controlled by any of them as of the record
date for the 2001 Annual Meeting of Stockholders in favor of the
reelection of Xxxx X. Xxxxxxx as a director of the Company.
5. The Xxxxxxx Group will not acquire any shares of common stock of Ambanc
which would cause its percentage ownership of the issued and
outstanding common stock of Ambanc to exceed 14.9% through the period
ended March 31, 2001. The Xxxxxxx Group will comply with all regulatory
requirements applicable to them in connection with any acquisition of
stock in excess of 9.9% of the outstanding shares of common stock of
the Company. The Xxxxxxx Group acknowledges the voting restrictions set
forth in Article Fourth C of the Company's Certificate of
Incorporation.
6. The Xxxxxxx Group will not engage in or support a solicitation of
proxies or other stockholder action in opposition to management of
Ambanc or submit any of their own proposals for stockholder approval
without Board approval or otherwise attempt to effect a change in
control of Ambanc or the corporate policy of Ambanc that is not
supported by a majority of the Board of Directors. Subject to the
provisions of Paragraph 4 to this Agreement, this provision shall not
apply to the nomination of directors and the solicitation of proxies
for such nominees, or any other matter arising, at the Annual Meeting
of Stockholders to be held in 2001 or thereafter. Nothing contained in
this paragraph shall be interpreted to prohibit Xxxxxxx from voting,
as a director, in such manner as he deems appropriate on any matter
which may come before the Board of Directors or any committee of
Ambanc or the Bank, nor shall the same prohibit him from including, in
any disclosure made by Ambanc pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), any statement explaining his
vote if he is required by law to include such an explanation in such
disclosure.
7. Xxxxxxx & Associates, LLC will withdraw its nominations of Xxxxxxxx X.
Xxxxxxx, Xxxxxxx Xxxx and Xxxxxx Xxxxxxx as directors for election at
the 2000 Annual Meeting of Stockholders of Ambanc and its request for a
list of the Company's stockholders all dated as of February 22, 2000.
8. The Xxxxxxx Group concurs that, subject to whatever fiduciary duties
may exist as required by the Employee Retirement Income Security Act,
as amended, ESOP shares and shares of restricted stock may be voted in
accordance with the terms of the plans.
9. The Xxxxxxx Group will not take any action indirectly, or induce any
other person or entity to take any action which, if taken directly by
the member of the Xxxxxxx Group, would be in violation of this
Agreement, nor will the Xxxxxxx Group take any action which would
reasonably be anticipated to thwart any of the provisions of this
Agreement. All the members of the Xxxxxxx Group individually, and all
members of limited liability companies, partners of partnerships,
stockholders, directors and officers of corporations, trustees and
beneficiaries of trusts, and other persons holding comparable
positions in any other entities, making up the Xxxxxxx Group shall be
personally bound by the provisions of this Agreement which by their
terms are applicable to the Xxxxxxx Group. The members of the Xxxxxxx
Group agree not to seek to use the press or other public
pronouncements to publicly air disputes with the Company through and
including March 31, 2001.
10. The term "the Xxxxxxx Group" shall mean Xxxxxxx & Associates, LLC,
Xxxxxxx Investment Partnership, L.P., Xxxxxxx Investment Partnership
II, L.P., Xxxxxxx & Associates II, LLC, Kerrimatt, L.P., Federal
Holdings, LLC, Xxxxxx Xxxxxxx, Xxxxxxxx X. Xxxxxxx, Xxxxxxxx X.
Xxxxxxx Clients, Veteri Place Corp., Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx,
Xxxxxxx Xxxx, Xxxxxxx Xxxx, Seidecal Associates, LLC and Xxxxx Xxxx.
The foregoing represents a complete and accurate list of all
"affiliates" and "associates" of Xxxxxxx as such terms are defined in
Rule 405 under the Securities Act of 1933, as amended, or with whom
Xxxxxxx may be "acting in concert" as such term is defined in 12
C.F.R. Section 574.2(c). The terms and conditions of this Agreement
shall be binding upon all parties who subsequently become members of
the Xxxxxxx Group and their respective successors. The Xxxxxxx Group
will strictly comply with all reporting requirements applicable to it
under the Exchange Act and will adhere to Company trading policies and
procedures with respect to trading in the Company's stock to the same
extent as all directors and executive officers of the Company.
11. As of the date of this Agreement, the Xxxxxxx Group beneficially owns
117,442 shares of Ambanc common stock.
12. Ambanc and Xxxxxxx shall agree with each other as to the form and
substance of any press release related to this Agreement or the
transactions contemplated hereby, and consult with each other as to the
form and substance of other public disclosures which may relate to the
transactions contemplated by this Agreement, provided, however, that
nothing contained herein shall prohibit either party, following
notification to the other party, from making any disclosure which is
required by law or regulation.
13. Xxxxxxx hereby represents and warrants that he has the authority to
bind all of the members of the Xxxxxxx Group to this Agreement and that
by his signature below he binds himself and all of such other members
of the Xxxxxxx Group.
AMBANC HOLDING CO., INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X Xxxxxxx
President and Chief Executive Officer
THE XXXXXXX GROUP
By: /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx, personally and
as agent for the persons and entities
named in paragraph 10, other than
those who separate signatures are
provided below
/s/ Xxxxxx Xxxxxxx
------------------------------------
Xxxxxx Xxxxxxx
