Exhibit 99.1
AGREEMENT
This Agreement ("Agreement") dated the 3rd day of January, 2001 is made
by and between Pittsburgh Financial Corp., a Pennsylvania company ("Pittsburgh
Financial" or the "Corporation) and Xxxxxxx X. Xxxx, a stockholder of the
Corporation (the "Stockholder" or "Tott").
RECITALS
WHEREAS, Pittsburgh Financial and Xx. Xxxx have agreed that it is in
their mutual interests to enter into this Agreement as hereinafter described.
NOW, THEREFORE in consideration of the premises and the representations,
warranties, covenants and agreements contained herein, and other good and
valuable consideration, the parties hereto mutually agree as follows:
1. Representations and Warranties of the Stockholder. The
Stockholder hereby represents and warrants to the Corporation as follows:
(a) The Stockholder, his associates, affiliates and members of
his immediate family beneficially own 152,784 shares of common stock, par
value $.01 per share ("Common Stock") of the Corporation and the Stockholder
has full and complete authority to enter into this Agreement and to bind the
entire number of shares of Common Stock in which he, his associates,
affiliates and members of his immediate family have a beneficial interest to
the terms of this Agreement; and
(b) There are no arrangements, agreements or understanding
between the Stockholder and Pittsburgh Financial other than as set forth in
this Agreement.
2. Representations and Warranties of Pittsburgh Financial.
Pittsburgh Financial hereby represents and warrants to the Stockholder as
follows:
(a) Pittsburgh Financial has full power and authority to enter
into and perform its obligations under this Agreement, and the execution and
delivery of this Agreement by Pittsburgh Financial has been duly authorized by
the Board of Directors of Pittsburgh Financial and requires no other Board of
Directors or stockholder action. This Agreement constitutes a valid and
binding obligation of Pittsburgh Financial and the performance of its terms
does not constitute a violation of its Articles of Incorporation or Bylaws;
and
(b) There are no arrangements, agreements or understandings
between Pittsburgh Financial and the Stockholder, other than as set forth in
this Agreement.
3. Directorships and Committees.
(a) Prior to the execution of this Agreement, the Board of
Directors of Pittsburgh Financial has taken all necessary action to expand
the size of the Board of Directors of Pittsburgh Financial and the Board of
Directors of its wholly owned subsidiary, Pittsburgh Savings Bank d/b/a
BankPittsburgh (the "Bank"), and to appoint Xx. Xxxx to the Board of Directors
of Pittsburgh Financial and the Bank to the class of directors with a term
that expires in 2003;
(b) For so long as Xx. Xxxx is a member of the Board of
Directors of Pittsburgh Financial and the Bank, the respective Chairman of
the Board will consider Xx. Xxxx for appointment to the various committees of
the Board of Directors of Pittsburgh Financial and of the Bank; and
(c) For so long as Xx. Xxxx is a member of the Board of
Directors of Pittsburgh Financial and the Bank, Xx. Xxxx shall be entitled to
receive the compensation and benefits available to directors of Pittsburgh
Financial and the Bank.
4. Additional Acquisition of Common Stock by Stockholder. The
Stockholder, his associates, affiliates and members of his immediate family
currently beneficially own 152,784 shares of Common Stock or approximately
8.2% of the issued and outstanding shares of Common Stock. In the event that
the Stockholder, his associates, affiliates and members of his immediate
family desire to acquire additional shares of Common Stock and increase their
percentage ownership of Common Stock during the term of this Agreement up to
19.9% of the issued and outstanding shares, provided that there has been no
breach of this Agreement by Xx. Xxxx, Pittsburgh Financial agrees as follows:
(a) The Board of Directors of Pittsburgh Financial will approve
in advance (by the requisite two-thirds vote) the acquisition of additional
shares of Common Stock (not to exceed 19.9% of the issued and outstanding
shares) by the Stockholder, his associates, affiliates and members of his
immediate family in order to exclude such acquisition from the restrictions of
Article 10 of Pittsburgh Financial's Amended and Restated Articles of
Incorporation, which restricts the acquisition of more than 10% of the issued
and outstanding shares of an equity security of the Corporation for a period
of five years from the completion of the mutual to stock conversion of the
Bank; and
(b) Pittsburgh Financial will not object to and will assist the
Stockholder, his associates, affiliates and members of his immediate family in
the preparation and filing of a notice of rebuttal of control with the Board
of Governors of the Federal Reserve System ("Federal Reserve Board") under the
Change in Bank Control Act for the Stockholder, his associates, affiliates and
members of his immediate family to acquire up to 19.9% of the issued and
outstanding shares of Common Stock.
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5. Covenants of the Stockholder. From and after the date hereof,
until and through the term of this Agreement, provided there has been no
material breach of this Agreement by Pittsburgh Financial, the Stockholder
agrees as follows:
(a) Xx. Xxxx agrees that he, his associates, affiliates and
members of his immediate family will not acquire, directly or indirectly,
beneficial ownership of more than 19.9% of the issued and outstanding shares
of Common Stock in order not to trigger the provisions of Chapter 25 of the
Pennsylvania Business Corporation Law relating to control transactions,
business combinations, control share acquisitions and disgorgement of profits
by a control person and to comply with the notice filings made to the Federal
Reserve Board.
(b) At each annual meeting of stockholders of Pittsburgh
Financial, Xx. Xxxx shall vote all of the shares of Pittsburgh Financial
Common Stock beneficially owned by him, his associates, affiliates and members
of his immediate family for each of Pittsburgh Financial's nominees for
election as directors, for the ratification of the appointment of Pittsburgh
Financial's independent auditors and such other proposals recommended by
management for adoption by stockholders and Xx. Xxxx shall recommend adoption
of such nominees and proposals to stockholders during the term of this
Agreement;
(c) Xx. Xxxx shall not (other than by virtue of Xx. Xxxx'x
participation as a director on the Board of Directors of Pittsburgh Financial)
(i) make, or in any way participate, directly or indirectly, in any
"solicitation" of "proxies" (as such terms are defined in the proxy rules of
the Securities and Exchange Commission) to vote securities of Pittsburgh
Financial in opposition to the recommendation of the Board of Directors on any
mater submitted, or to be submitted to the stockholders of the Company; (ii)
form, join or participate in any way with unaffiliated third parties in a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, with respect to any voting securities of Pittsburgh Financial;
or (iii) otherwise act alone or in concert with others to seek to control the
management, board of directors or policies of Pittsburgh Financial, provided
that, the restrictions of this paragraph (c) shall not prevent Xx. Xxxx from
acting in accordance with legal requirements or require Xx. Xxxx to act in a
manner inconsistent with his fiduciary duties;
(d) Xx. Xxxx will not make any statements, public or otherwise,
in opposition to, or that would reflect negatively against, Pittsburgh
Financial, the Bank, the Board of Directors of Pittsburgh Financial or the
Bank, or any of the directors or officers of Pittsburgh Financial or the
Bank;
(e) Xx. Xxxx will not directly or indirectly participate nor act
in concert with any affiliate, group or otherwise participate, by
encouragement or otherwise, in any litigation against or derivatively on
behalf of Pittsburgh Financial or the Bank, or any of their respective
officers or directors; or
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(f) Xx. Xxxx will not provide nor act in concert with any person
to provide, any funds, services or facilities, to any person in support of any
activity by such person that would be a violation of their covenants under the
provision of this Section 5 if undertaken by any of them.
6. Remedies. Pittsburgh Financial and the Stockholder acknowledge
and agree that a breach or threatened breach of this Agreement by any party
may give rise to irreparable injury inadequately compensable in damages, and
accordingly each party shall be entitled to injunctive relief to prevent a
breach of the provisions hereof and to enforce specifically the terms and
provisions hereof in any state or federal court having jurisdiction, in
addition to any other remedy to which such aggrieved party may be entitled to
at law or in equity. Notwithstanding any other provision contained herein, a
specific remedy that will be available to Pittsburgh Financial is that in the
event the Stockholder does not vote in favor of management's nominees or
other management proposals at any annual meeting of stockholders of Pittsburgh
Financial, Xx. Xxxx must resign from the Board of Directors immediately
following such annual meeting. In the event either party institutes any legal
action to enforce such party's rights under, or recover damages for breach of,
this Agreement, the prevailing party or parties in such action shall be
entitled to recover from the other party or parties all costs and expenses,
including but not limited to actual attorneys' fees, court costs, witness
fees, disbursements and any other expenses of litigation or negotiation
incurred by such prevailing party or parties.
7. Term. The term of this Agreement shall continue for as long as
Xx. Xxxx is a member of the Board of Directors of Pittsburgh Financial, but in
no event shall the term be for less than two years from the date hereof.
8. Notices. All notice requirement and other communications shall be
deemed given when delivered or on the third succeeding business day after
being mailed by registered or certified mail, return receipt requested,
addressed to the Stockholder and Pittsburgh Financial below:
To Pittsburgh Financial Corp. J. Xxxxx Xxxxxx
Chairman, President and
Chief Executive Officer
Pittsburgh Financial Corp.
0000 Xxxxxxx Xxx Xxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To the Stockholder Xxxxxxx X. Xxxx
Barberry Xxxx
Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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9. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreement, understandings,
negotiations and discussions of the parties in connection therewith not
referred to herein.
10. Counterparts; Facsimile. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, and
signature pages may be delivered by facsimile, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
11. Headings. The headings in the Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
12. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the Commonwealth of Pennsylvania,
without giving effect to its principles of conflicts of laws.
13. Severability. In the event one or more of the provisions of
this Agreement should, for any reason, behalf to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, any this Agreement
shall be construed as if such invalid, illegal or unenforceable provisions had
never been contained herein.
14. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of an be enforceable by the successors and assigns,
and transferees by operation of law, of the parties.
15. Survival of Representations, Warranties and Agreements. All
representations, warranties, covenants and agreements made herein shall
survive the execution and delivery of this Agreement.
16. Amendments. This Agreement may not be modified, amended, altered
or supplemented except upon the execution and delivery of a written agreement
executed by all of the parties hereto.
17. Further Action. Each party agrees to execute any and all
documents, and to do and perform any and all acts and things necessary or
proper to effectuate of further evidence the terms and provisions of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PITTSBURGH FINANCIAL CORP.
By: /s/ J. Xxxxx Xxxxxx
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J. Xxxxx Xxxxxx
Chairman, President and
Chief Executive Officer
XXXXXXX X. XXXX
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
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