STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Agreement") dated as of June 28,
1999, is by and between Xxxxxx United Bancorp, a New Jersey corporation and
registered bank holding company ("HUB"), and JeffBanks, Inc., a Pennsylvania
corporation and registered bank holding company ("JBI").
BACKGROUND
WHEREAS, HUB and JBI, as of the date hereof, are prepared to
execute a definitive agreement and plan of merger (the "Merger Agreement")
pursuant to which JBI will be merged with and into HUB (the "Merger"); and
WHEREAS, HUB has advised JBI that it will not execute the
Merger Agreement unless JBI executes this Agreement; and
WHEREAS, the Board of Directors of JBI has determined that the
Merger Agreement provides substantial benefits to the shareholders of JBI; and
WHEREAS, as an inducement to HUB to enter into the Merger
Agreement and in consideration for such entry, JBI desires to grant to HUB an
option to purchase authorized but unissued shares of common stock of JBI in an
amount and on the terms and conditions hereinafter set forth.
AGREEMENT
In consideration of the foregoing and the mutual covenants and
agreements set forth herein and in the Merger Agreement, HUB and JBI, intending
to be legally bound hereby, agree:
1. Grant of Option. JBI hereby grants to HUB an option to purchase 1,212,706
shares of common stock, $1.00 par value, of JBI (the "Common Stock") at a price
of $26.00 per share (the "Option Price"), on the terms and conditions set forth
herein (the "Option"); provided, however, that in no event shall the number of
shares for which this Option is exercisable exceed the lesser of (i) 19.9% of
the issued and outstanding shares of Common Stock, and (ii) such number of
shares of Common Stock that will trigger application of the provisions of
Subchapter E of Chapter 25 of the Pennsylvania Business Corporation Law.
2. Exercise of Option. This Option shall not be exercisable until the occurrence
of a Triggering Event (as such term is hereinafter defined). Upon or after the
occurrence of a Triggering Event (as such term is hereinafter defined), HUB may
exercise the Option, in whole or in part, at any time or from time to time,
subject to the terms and conditions set forth herein and the termination
provisions of Section 19 of this Agreement.
The term "Triggering Event" means the occurrence of any of the
following events:
A person or group (as such terms are defined in the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder) other than HUB or an affiliate of HUB:
a. acquires beneficial ownership (as such term is defined in Rule 13d-3 as
promulgated under the Exchange Act) of at least 10% of the then outstanding
shares of Common Stock; or
b. enters into a letter of intent or an agreement, whether oral or written, with
JBI pursuant to which such person or any affiliate of such person would (i)
merge or consolidate, or enter into any similar transaction, with JBI, (ii)
acquire all or a significant portion of the assets or liabilities of JBI, or
(iii) acquire beneficial ownership of securities representing, or the right to
acquire beneficial ownership or to vote securities representing, 10% or more of
the then outstanding shares of Common Stock; or
c. makes a filing with any bank or thrift regulatory authorities with respect to
or publicly announces a bona fide proposal (a "Proposal") for (i) any merger
with, consolidation with or acquisition of all or a significant portion of all
the assets or liabilities of, JBI or any other business combination involving
JBI, or (ii) a transaction involving the transfer of beneficial ownership of
securities representing, or the right to acquire beneficial ownership or to vote
securities representing, 10% or more of the outstanding shares of Common Stock,
and in either case thereafter, if such Proposal has not been Publicly Withdrawn
(as such term is hereinafter defined) at least 15 days prior to the meeting of
stockholders of JBI called to vote on the Merger and JBI's stockholders fail to
approve the Merger by the vote required by applicable law at the meeting of
stockholders called for such purpose; or
d. makes a bona fide Proposal and thereafter, but before such Proposal has been
Publicly Withdrawn, JBI willfully takes any action in any manner which would
materially interfere with its ability to consummate the Merger or materially
reduce the value of the transaction to HUB.
The term "Triggering Event" also means the taking of any
material direct or indirect action by JBI or any of its directors, senior
executive officers, investment bankers or other person with actual or apparent
authority to speak for the Board of Directors, inviting, encouraging or
soliciting any proposal (other than from HUB or an affiliate of HUB) which has
as its purpose a tender offer for the shares of Common Stock, a merger,
consolidation, plan of exchange, plan of acquisition or reorganization of JBI,
or a sale of a significant number of shares of Common Stock or any significant
portion of its assets or liabilities.
The term "significant portion" means 10% of the assets or
liabilities of JBI. The term "significant number" means 10% of the outstanding
shares of Common Stock.
"Publicly Withdrawn", for purposes of clauses (c) and (d)
above, shall mean an unconditional bona fide withdrawal of the Proposal coupled
with a public announcement of no further interest in pursuing such Proposal or
in acquiring any controlling influence over JBI or in soliciting or inducing any
other person (other than HUB or any affiliate) to do so.
Notwithstanding the foregoing, the Option may not be exercised
at any time (i) in the absence of any required governmental or regulatory
approval or consent (including any filing, approval or consent required under
the rules and regulations of the National Association of Securities Dealers,
Inc.) necessary for JBI to issue the shares of Common Stock covered by the
Option (the "Option Shares") or HUB to exercise the Option or prior to the
expiration or termination of any waiting period required by law, or (ii) so long
as any injunction or other order, decree or ruling issued by any federal or
state court of competent jurisdiction is in effect which prohibits the sale or
delivery of the Option Shares.
JBI shall notify HUB promptly in writing of the occurrence of
any Triggering Event known to it, it being understood that the giving of such
notice by JBI shall not be a condition to the right of HUB to exercise the
Option. JBI will not take any action which would have the effect of preventing
or disabling JBI from delivering the Option Shares to HUB upon exercise of the
Option or otherwise performing its obligations under this Agreement, except to
the extent required by applicable securities and banking laws and regulations.
In the event HUB wishes to exercise the Option, HUB shall send
a written notice to JBI (the date of which is hereinafter referred to as the
"Notice Date") specifying the total number of Option Shares it wishes to
purchase and a place and date between two and ten business days inclusive from
the Notice Date for the closing of such a purchase (a "Closing"); provided,
however, that a Closing shall not occur prior to two days after the later of
receipt of any necessary regulatory approvals and the expiration of any legally
required notice or waiting period, if any.
3. Payment and Delivery of Certificates. At any Closing hereunder (a) HUB will
make payment to JBI of the aggregate price for the Option Shares so purchased by
wire transfer of immediately available funds to an account designated by JBI;
(b) JBI will deliver to HUB a stock certificate or certificates representing the
number of Option Shares so purchased, free and clear of all liens, claims,
charges and encumbrances of any kind or nature whatsoever created by or through
JBI, registered in the name of HUB or its designee, in such denominations as
were specified by HUB in its notice of exercise and, if necessary, bearing a
legend as set forth below; and (c) HUB shall pay any transfer or other taxes
required by reason of the issuance of the Option Shares so purchased.
If required under applicable federal securities laws, a legend
will be placed on each stock certificate evidencing Option Shares issued
pursuant to this Agreement, which legend will read substantially as follows:
The shares of stock evidenced by this certificate have not been
registered for sale under the Securities Act of 1933 (the "1933 Act").
These shares may not be sold, transferred or otherwise disposed of
unless a registration statement with respect to the sale of such shares
has been filed under the 1933 Act and declared effective or, in the
opinion of counsel reasonably acceptable to JeffBanks, Inc., said
transfer would be exempt from registration under the provisions of the
1933 Act and the regulations promulgated thereunder.
No such legend shall be required if a registration statement is filed and
declared effective under Section 4 hereof.
4. Registration Rights. Upon or after the occurrence of a Triggering Event and
upon receipt of a written request from HUB, JBI shall, if necessary for the
resale of the Option or the Option Shares by HUB, prepare and file a
registration statement with the Securities and Exchange Commission and any state
securities bureau covering the Option and such number of Option Shares as HUB
shall specify in its request, and JBI shall use its best efforts to cause such
registration statement to be declared effective in order to permit the sale or
other disposition of the Option and the Option Shares, provided that HUB shall
in no event have the right to have more than one such registration statement
become effective, and provided further that JBI shall not be required to prepare
and file any such registration statement in connection with any proposed sale
with respect to which counsel to JBI delivers to JBI and to HUB (which is
reasonably acceptable to HUB) its opinion to the effect that no such filing is
required under applicable laws and regulations with respect to such sale or
disposition; provided further, however, that JBI may delay any registration of
Option Shares above for a period not exceeding 90 days in the event that JBI
shall in good faith determine that any such registration would adversely effect
an offering of securities by JBI for cash. HUB shall provide all information
reasonable requested by JBI for inclusion in any registration statement to be
filed hereunder.
In connection with such filing, JBI shall use its best efforts
to cause to be delivered to HUB such certificates, opinions, accountant's
letters and other documents as HUB shall reasonably request and as are
customarily provided in connection with registrations of securities under the
Securities Act of 1933, as amended. All expenses incurred by JBI in complying
with the provisions of this Section 4, including without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for JBI and blue sky fees and expenses shall be paid by JBI.
Underwriting discounts and commissions to brokers and dealers relating to the
Option Shares, fees and disbursements of counsel to HUB and any other expenses
incurred by HUB in connection with such registration shall be borne by HUB. In
connection with such filing, JBI shall indemnify and hold harmless HUB against
any losses, claims, damages or liabilities, joint or several, to which HUB may
become subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any preliminary or
final registration statement or any amendment or supplement thereto, or arise
out of a material fact required to be stated therein or necessary to make the
statements therein not misleading; and JBI will reimburse HUB for any legal or
other expense reasonably incurred by HUB in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that JBI will not be liable in any case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
preliminary or final registration statement or such amendment or supplement
thereto in reliance upon and in conformity with written information furnished by
or on behalf of HUB specifically for use in the preparation thereof. HUB will
indemnify and hold harmless JBI to the same extent as set forth in the
immediately preceding sentence but only with reference to written information
specifically furnished by or on behalf of HUB for use in the preparation of such
preliminary or final registration statement or such amendment or supplement
thereto; and HUB will reimburse JBI for any legal or other expense reasonably
incurred by JBI in connection with investigating or defending any such loss,
claim, damage, liability or action. Notwithstanding anything to the contrary
herein, no indemnifying party shall be liable for any settlement effected
without its prior written consent.
5. Adjustment Upon Changes in Capitalization. In the event of any change in the
Common Stock by reason of stock dividends, split-ups, mergers,
recapitalizations, combinations, conversions, exchanges of shares or the like,
then the number and kind of Option Shares and the Option Price shall be
appropriately adjusted.
In the event any capital reorganization or reclassification of
the Common Stock, or any consolidation, merger or similar transaction of JBI
with another entity, or any sale of all or substantially all of the assets of
JBI, shall be effected in such a way that the holders of Common Stock shall be
entitled to receive stock, securities or assets with respect to or in exchange
for Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provisions (in form
reasonably satisfactory to the holder hereof) shall be made whereby the holder
hereof shall thereafter have the right to purchase and receive upon the basis
and upon the terms and conditions specified herein and in lieu of the Common
Stock immediately theretofore purchasable and receivable upon exercise of the
rights represented by this Option, such shares of stock, securities or assets as
may be issued or payable with respect to or in exchange for the number of shares
of Common Stock immediately theretofore purchasable and receivable upon exercise
of the rights represented by this Option had such reorganization,
reclassification, consolidation, merger or sale not taken place; provided,
however, that if such transaction results in the holders of Common Stock
receiving only cash, the holder hereof shall be paid the difference between the
Option Price and such cash consideration without the need to exercise the
Option.
6. Filings and Consents. Each of HUB and JBI will use its reasonable efforts to
make all filings with, and to obtain consents of, all third parties and
governmental authorities necessary to the consummation of the transactions
contemplated by this Agreement.
Exercise of the Option herein provided shall be subject to
compliance with all applicable laws including, in the event HUB is the holder
hereof, approval of the Securities and Exchange Commission, the Board of
Governors of the Federal Reserve System, the Office of Thrift Supervision, the
Federal Deposit Insurance Corporation or the New Jersey Department of Banking,
and JBI agrees to cooperate with and furnish to the holder hereof such
information and documents as may be reasonably required to secure such
approvals.
7. Repurchase of Option.
a. At any time after the occurrence of a Repurchase Event (as defined below) (i)
at the request of the Holder, delivered prior to the termination of this
Agreement, JBI (or any successor thereto) shall repurchase the Option from the
holder of this Option (the "Holder") at a price (the "Option Repurchase Price")
equal to the amount by which (A) the market/offer price (as defined below)
exceeds (B) the Option Price, multiplied by the number of shares for which this
Option may then be exercised and (ii) at the request of the owner of Option
Shares from time to time (the "Owner"),delivered prior to the termination of
this Agreement, JBI (or any successor thereto) shall repurchase such number of
the Option Shares from the Owner as the Owner shall designate at a price (the
"Option Share Repurchase Price") equal to the market/offer price multiplied by
the number of Option Shares so designated. The term "market/offer price" shall
mean the highest of (i) the highest price per share of Common Stock paid by any
person that acquires beneficial ownership of 50% or more of the then outstanding
Common Stock, (ii) the price per share of Common Stock to be paid by any third
party pursuant to an agreement with JBI entered into after the date hereof and
prior to the date the Holder gives notice of the required repurchase of this
Option or the Owner gives notice of the required repurchase of Option Shares, as
the case may be, (iii) the highest closing price for shares of Common Stock
within the six-month period immediately preceding the date the Holder gives
notice of the required repurchase of this Option or the Owner gives notice of
the required repurchase of Option Shares, as the case may be, or (iv) in the
event of a sale of all or any substantial part of the assets or deposits of JBI
or any bank subsidiary of JBI (a "JBI Subsidiary"), the sum of the net price
paid in such sale for such assets or deposits and the current market value of
the remaining net assets of JBI and its Subsidiaries as determined by a
nationally recognized investment banking firm selected by the Holder or the
Owner, as the case may be, and reasonably acceptable to JBI, divided by the
number of shares of Common Stock of JBI outstanding at the time of such sale on
a fully-diluted basis. In determining the market/offer price, the value of
consideration other than cash shall be determined by a nationally recognized
investment banking firm selected by the Holder or Owner, as the case may be, and
reasonably acceptable to JBI.
b. The Holder and the Owner, as the case may be, may exercise its right to
require JBI to repurchase the Option and any Option Shares pursuant to this
Section 7 by surrendering for such purpose to JBI, at its principal office, a
copy of this Agreement or certificates for Option Shares, as applicable,
accompanied by a written notice or notices stating that the Holder or the Owner,
as the case may be, elects to require JBI to repurchase this Option and/or the
Option Shares in accordance with the provisions of this Section 7. As promptly
as practicable, and in any event within five (5) business days after the
surrender of the Option and/or certificates representing Option Shares and the
receipt of such notice or notices relating thereto, JBI shall deliver or cause
to be delivered to the Holder the Option Repurchase Price and/or to the Owner
the Option Share Repurchase Price therefor or the portion thereof that JBI is
not then prohibited under applicable law, regulation and administrative policy
from so delivering.
c. To the extent that JBI is prohibited under applicable law or regulation, or
as a consequence of governmental administrative policy, from repurchasing the
Option and/or the Option Shares in full, JBI shall immediately so notify the
Holder and/or the Owner and thereafter deliver or cause to be delivered, from
time to time, to the Holder and/or the Owner, as appropriate, the portion of the
Option Repurchase Price and the Option Share Repurchase Price, respectively,
that it is no longer prohibited from delivering, within five (5) business days
after the date on which JBI is no longer so prohibited; provided, however, that
if JBI at any time after delivery of a notice of repurchase pursuant to
paragraph (b) of this Section 7 is prohibited under applicable law or
regulation, or as a consequence of governmental administrative policy, from
delivering to the Holder and/or the Owner, as appropriate, the Option Repurchase
Price and the Option Share Repurchase Price, respectively, in full (and JBI
hereby undertakes to use its reasonable best efforts to obtain all required
regulatory and legal approvals and to file any required notices as promptly as
practicable in order to accomplish such repurchase), the Holder or Owner may
revoke its notice of repurchase of the Option and/or the Option Shares whether
in whole or to the extent of the prohibition, whereupon, in the latter case, JBI
shall promptly (i) deliver to the Holder and/or the Owner, as appropriate, that
portion of the Option Repurchase Price and/or the Option Share Repurchase Price
that JBI is not prohibited from delivering; and (ii) deliver, as appropriate,
either (A) to the Holder, a new Agreement evidencing the right of the Holder to
purchase that number of shares of Common Stock obtained by multiplying the
number of shares of Common Stock for which the surrendered Agreement was
exercisable at the time of delivery of the notice of repurchase by a fraction,
the numerator of which is the Option Repurchase Priceless the portion thereof
theretofore delivered to the Holder and the denominator of which is the Option
Repurchase Price, and/or (B) to the Owner, a certificate for the Option Shares
it is then so prohibited from repurchasing. If an Exercise Termination Event
shall have occurred prior to the date of the notice by JBI described in the
first sentence of this subsection (c), or shall be scheduled to occur at any
time before the expiration of a period ending on the thirtieth (30th) day after
such date, the Holder shall nonetheless have the right to exercise the Option
until the expiration of such 30-day period.
d. For purposes of this Section 7, a "Repurchase Event" shall be deemed to have
occurred upon the occurrence of any of the following events or transactions
after the date hereof: (i) any person other than HUB or any HUB Subsidiary (a
"Third Party") acquires beneficial ownership of fifteen percent (15%) or more of
the then outstanding Common Stock; or (ii) JBI enters into a written definitive
agreement with any Third Party providing for (i) the acquisition by a Third
Party of fifteen percent (15%) or more of the assets of JBI and its Subsidiaries
taken as a whole; or (ii) the acquisition by a Third Party of fifteen percent
(15%) or more of the outstanding Common Stock or any securities convertible into
or exchangeable or exercisable for shares of Common Stock that would constitute
fifteen percent (15%) or more of the outstanding Common Stock upon such
conversion, exchange or exercise; or (iii) the acquisition by JBI of the assets
or stock of a Third Party if, as a result, the outstanding shares of Common
Stock immediately prior thereto are increased by fifteen percent (15%); or (iv)
the merger, consolidation or business combination of JBI with or into a Third
Party where, following such merger, consolidation or business combination, the
shareholders of JBI (other than the Third Party or its affiliates) prior to such
transaction do not hold, immediately after such transaction, securities of the
surviving entity constituting more than fifty percent (50%) of the total voting
power of the surviving entity.
8. Representations and Warranties of JBI. JBI hereby represents and warrants to
HUB as follows:
a. Due Authorization. JBI has full corporate power and authority to execute,
deliver and perform this Agreement and all corporate action necessary for
execution, delivery and performance of this Agreement has been duly taken by
JBI.
b. Authorized Shares. JBI has taken and, as long as the Option is outstanding,
will take all necessary corporate action to authorize and reserve for issuance
all shares of Common Stock that may be issued pursuant to any exercise of the
Option.
c. No Conflicts. Neither the execution and delivery of this Agreement nor
consummation of the transactions contemplated hereby (assuming all appropriate
regulatory approvals) will violate or result in any violation or default of or
be in conflict with or constitute a default under any term of the Certificate of
Incorporation or Bylaws of JBI or any agreement, instrument, judgment, decree or
order applicable to JBI.
9. Specific Performance. The parties hereto acknowledge that damages would be an
inadequate remedy for a breach of this Agreement and that the obligations of the
parties hereto shall be specifically enforceable. Notwithstanding the foregoing,
HUB shall have the right to seek money damages against JBI for a breach of this
Agreement.
10. Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all other
prior agreements and understandings, both written and oral, among the parties or
any of them with respect to the subject matter hereof.
11. Assignment or Transfer. HUB may not sell, assign or otherwise transfer its
rights and obligations hereunder, in whole or in part, to any person or group of
persons other than to an affiliate of HUB. HUB represents that it is acquiring
the Option for HUB's own account and not with a view to or for sale in
connection with any distribution of the Option or the Option Shares. HUB is
aware that neither the Option nor the Option Shares is the subject of a
registration statement filed with, and declared effective by, the Securities and
Exchange Commission pursuant to Section 5 of the Securities Act, but instead
each is being offered in reliance upon the exemption from the registration
requirement provided by Section 4(2) thereof and the representations and
warranties made by HUB in connection therewith.
12. Amendment of Agreement. Upon mutual consent of the parties hereto, this
Agreement may be amended in writing at any time, for the purpose of facilitating
performance hereunder or to comply with any applicable regulation of any
governmental authority or any applicable order of any court or for any other
purpose.
13. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
14. Notices. All notices, requests, consents and other communications required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given when delivered personally, by express service, cable, telegram or telex,
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties as follows:
(a) If to HUB, to:
Xxxxxx United Bancorp.
0000 XxxXxxxxx Xxxxxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attn.: Xxxxxxx X. Xxxxxxx, Chairman, President and
Chief Executive Officer
Copy to:
Xxxxxx United Bancorp.
0000 XxxXxxxxx Xxxxxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attn.: X. Xxxx Van Borkulo-Xxxxx, Esq.
And copy to:
Pitney, Xxxxxx, Xxxx & Xxxxx
(mail to) X.X. Xxx 0000
Xxxxxxxxxx, Xxx Xxxxxx 00000
(deliver to) 000 Xxxxxx Xxxxx
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
Attn.: Xxxxxx X. Xxxxx, Esq.
(b) If to JBI, to:
JeffBanks, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn.: Xxxxx X. Xxxxx, Chairman and Chief Executive Officer
Copy to:
Ledgewood Law Firm, P.C.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attn.: X. Xxxx Xxxxxxxxxx, Esq.
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
16. Captions. The captions in the Agreement are inserted for convenience and
reference purposes, and shall not limit or otherwise affect any of the terms or
provisions hereof.
17. Waivers and Extensions. The parties hereto may, by mutual consent, extend
the time for performance of any of the obligations or acts of either party
hereto. Each party may waive (a) compliance with any of the covenants of the
other party contained in this Agreement and/or (b) the other party's performance
of any of its obligations set forth in this Agreement.
18. Parties in Interest. This Agreement shall be binding upon and inure solely
to the benefit of each party hereto, and nothing in this Agreement, express or
implied, is intended to confer upon any other person any rights or remedies of
any nature whatsoever under or by reason of this Agreement.
19. Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
20. Termination. This Agreement shall terminate upon either the termination of
the Merger Agreement as provided therein or the consummation of the transactions
contemplated by the Merger Agreement; provided, however, that if termination of
the Merger Agreement occurs after the occurrence of a Triggering Event (as
defined in Section 2 hereof), this Agreement shall not terminate until the later
of twenty-four (24) months following the date of the termination of the Merger
Agreement or the consummation of any proposed transactions which constitute the
Triggering Event.
21. Severability. If for any reason a court or a federal or state regulatory
agency of competent jurisdiction determines that the Holder is not permitted to
acquire, or JBI is not permitted to repurchase pursuant to Section 7, the full
number of shares of Common Stock provided herein, it is the express intention of
JBI to allow the Holder to acquire or to require JBI to repurchase such lesser
number of shares as may be permissible, without any amendment or modification
hereof.
IN WITNESS WHEREOF, each of the parties hereto, pursuant to
resolutions adopted by its Board of Directors, has caused this Stock Option
Agreement to be executed by its duly authorized officer, all as of the day and
year first above written.
ATTEST: JEFFBANKS, INC.
XXXXXX XXXXXXXXX XXXXX X. XXXXX
By: ________________________ By: _________________________________
Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx Chairman,
President and Chief Executive Officer
ATTEST: XXXXXX UNITED BANCORP
XXXXXXXX X. XXXXXX X. XXXX VAN BORKULO-XXXXX
By: ________________________ By: _________________________________
Xxxxxxxx X. Xxxxxx X. Xxxx Van Borkulo-Xxxxx
Assistant Corporate Secretary Executive Vice-President
