EXHIBIT D
STANDSTILL AND RELEASE AGREEMENT
("NBI Release")
SPECIFIC RELEASE
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby
acknowledged, each of the undersigned (i.e., National Bancshares, Inc., a
Delaware corporation, and each of its directors, Xxxxx X. XxXxxx, Xxxxx Xxxxxxxx
and Xxxxxxxx X. Xxxxx, Xx. in their corporate and individual capacities)
(together, the "Releasing Parties"), hereby releases and forever discharges
Citibank, N.A., Xxxxxxx Xxxxx National Bancorp, Inc., The Xxxxx National Bank
and _________________________ (who is the "Purchaser," as such term is defined
in that certain Standstill and Release Agreement dated as of February ____, 1995
between Citibank, N.A. and National Bancshares, Inc.), and each of their
respective associates, owners, stockholders, subscribers, promoters,
predecessors, successors, heirs, assigns, agents, directors, officers, partners,
representatives, lawyers, consultants and employees and all persons acting by,
through, under or in concert with them, or any of them, and any other person or
entity (collectively, the "Released Parties"), of and from any and all manner of
action or actions, cause or causes of action, in law or in equity, suits, debts,
liens, contracts, agreements, promises, liabilities, claims, demands, damages,
losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or
contingent, arising from the day before the beginning of time to the date hereof
(together, "Claims"), which the undersigned now has or may hereafter have
against the Released Parties, or any of them by reason of any matter, cause, or
thing arising from or in connection with, or in any way relating to:
(1) that certain Stock Purchase Agreement dated April 11, 1994, between
Citibank, N.A. and National Bancshares, Inc.;
(2) that certain Stock Purchase Agreement, as Amended dated June 1, 1994,
between Citibank, N.A. and National Bancshares, Inc.;
(3) any attempt, effort, proposal or offer by or on behalf of the Releasing
Parties, or any of them, to acquire, or offer to acquire, directly or
indirectly, any shares or other interest in Xxxxxxx Xxxxx National Bancorp,
Inc. or any of its property or assets;
(4) any dealings, negotiations, discussions, agreements, contracts, actions
or inactions by or between the Releasing
Parties, or any of them, on the one hand, and the Released Parties, or
any of them, on the other hand, or on their respective behalves,
regarding the proposed, planned, attempted or offered acquisition by
National Bancshares, Inc. of, or offer to acquire, any shares or other
interest in Xxxxxxx Xxxxx National Bancorp, Inc., from whatever source;
(5) any action or failure to take action, by or on behalf of the
Released Parties, or any of them, including without limitation any
statements made or claims asserted or threatened, in any way relating
to the Releasing Parties, or any of them, any subsidiary, employee,
officer, director, agent or attorney thereof;
(6) any effort or attempt by the Released Parties, or any of them, to
cause any person or entity to take or not to take any action relating
to Xxxxxxx Xxxxx National Bancorp, Inc.
or the Xxxxx National Bank;
(7) rights, claims, obligations, duties or liabilities under
the D.C. Human Rights Act, as may be amended from time to
time, and any rules or regulations thereunder;
(8) the performance or termination of any agreements between
Citibank, N.A. and National Bancshares, Inc.;
(9) any dealings, negotiations, discussions, agreements,
contracts between Citibank, N.A. and any other person or
entity regarding Xxxxxxx Xxxxx National Bancorp, Inc.;
(10) shares of Xxxxxxx Xxxxx National Bancorp, Inc. held by
Citibank, N.A. as collateral for a certain loan to certain
individuals, among others, who are or were among the officers
and directors of Xxxxxxx Xxxxx National Bancorp, Inc.; or
(11) the alleged agreement between Citibank, N.A. and
National Bancshares, Inc., which was the subject of Civil
Action No. 13810 in the Court of Chancery of the State of
Delaware in and for New Castle County.
(individually, a "Released Claim," and collectively, "Released Claims"). This
Release shall not release or discharge any claim that does not arise from, or is
not in connection with or related to items 1 through 11, above.
Each of the Releasing Parties represents and warrants to the Released
Parties that he or it has not assigned or transferred any interest in any
Released Claim, and each of the Releasing Parties agrees (individually and not
jointly) to indemnify and hold the Released Parties harmless from any liability,
claim, demand, damages, costs, expenses and attorneys' fees incurred as a result
of any person asserting any such assignment or transfer of any
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rights or claims under such assignment or transfer by the Releasing Party. It is
the intention of each of the undersigned that this indemnity does not require
payment as a condition precedent to recovery by the Released Parties from the
undersigned under this indemnity.
Each of the Released Parties agrees that if he or it hereafter commences,
joins in, or in any manner seeks relief through any suit arising out of, based
upon, or relating to any of the Released Claims or in any manner asserts against
a Released Party any of the Released Claims, then such Releasing Party will
(individually and not jointly) pay to such Released Party, in addition to any
other damages caused thereby, all attorneys' fees incurred by the Releasing
Party in defending or otherwise responding to said suit or claim.
Each Released Party, by accepting the benefits of this Release, and the
undersigned further understand and agree that the execution and acceptance of
this Release shall not constitute or be construed as an admission of any
liability, claim, defense or counterclaim by or against any party.
[SIGNATURE FOLLOWS]
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Xxxxx X. XxXxxx
STATE OF )
---------------------------------
)ss.
COUNTY OF )
---------------------------------
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared Xxxxx X. XxXxxx, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to this instrument, and acknowledged that he executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.
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Notary Public in and for
Said County and State
[Seal]
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Xxxxx Xxxxxxxx
STATE OF )
---------------------------------
)ss.
COUNTY OF )
---------------------------------
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared Xxxxx Xxxxxxxx, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to this instrument, and acknowledged that he executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
------------------------------
Notary Public in and for
Said County and State
[Seal]
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Xxxxxxxx X. Xxxxx, Xx.
STATE OF )
---------------------------------
)ss.
COUNTY OF )
---------------------------------
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared Xxxxxxxx X. Xxxxx, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to this instrument, and acknowledged that he executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
------------------------------
Notary Public in and for
Said County and State
[Seal]
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National Bancshares, Inc., a Delaware corporation
By: __________________________
Title: _______________________
STATE OF )
---------------------------------
)ss.
COUNTY OF )
---------------------------------
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared _________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to this instrument, and acknowledged that he executed
it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
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Notary Public in and for
Said County and State
[Seal]
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