AMENDMENT NO. 3 TO THE SETTLEMENT AGREEMENT AND MUTUAL RELEASES
Exhibit 10.1
AMENDMENT NO. 3
This AMENDMENT NO. 3 TO THE SETTLEMENT AGREEMENT AND MUTUAL RELEASES ("Amendment No. 3") is made and entered into, as of the date on which it is fully executed, as indicated by the signatures below, by and among the Xxxxxxxx Group (as defined in the Settlement Agreement and Mutual Releases (the "Agreement")), Xxxxxxx X. Xxxxxxxxx, an individual, First Financial Northwest, Inc., a Washington corporation (the "Company"), Xxxxxxx X. Xxxxx, an individual, Xxxx X. Xxxxxxx and Associates, a sole proprietorship registered in New Jersey, and Xxxxxx Xxxxxxx, an individual (collectively, "the parties" and each a "party").
RECITALS
WHEREAS, the parties entered into the Agreement as of December 20, 2012;
WHEREAS, the parties entered into Amendment No. 1 to the Agreement as of January 16, 2013 ("Amendment No. 1");
WHEREAS, the parties entered into Amendment No. 2 to the Agreement as of February 25, 2013 ("Amendment No. 2"); and
WHEREAS, the parties desire to further modify the Agreement to conform the provision of the Agreement regarding the return or destruction of confidential documents and information to the provision regarding the same in the Protective Order entered on July 27, 2012 in the Litigation, as defined in the Agreement.
NOW, THEREFORE, in consideration of the mutual promises, representations, covenants and agreements of the parties contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which the parties hereby acknowledge, the parties hereto, intending to be legally bound, agree as follows:
TERMS
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1.
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Return/Destruction of Confidential Documents and Information
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In Section 6.7 of the Agreement, the phrase "within sixty (60) days of the Effective Date" is replaced with "as amended from time to time".
The parties agree that the Company will file with the U.S. Securities and Exchange Commission ("SEC") a Form 8-K announcing this Amendment No. 3, to which a copy of this Amendment No. 3 will be attached as exhibits.
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3.
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Miscellaneous
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(a) This Amendment No. 3 and the Agreement (as previously modified by Amendments No. 1 and 2) shall be read together, as one document, and together constitute the entire agreement among the parties regarding its subject matter and supersede any prior oral or written agreements among them (other than the Agreement as modified by Amendments No. 1 and 2 and this Amendment No. 3) regarding the subject matter contained herein.
(b) Except as specifically provided herein, all terms and conditions of the Agreement (as modified by Amendments No. 1 and 2) shall remain in full force and effect, without waiver or modification. In the event of any inconsistencies, the terms of this Amendment No. 3 shall govern.
(c) All capitalized terms used in this Amendment No. 3 and not otherwise defined herein have the same meanings as when used in the Agreement (as modified by Amendments No. 1 and 2).
(d) To facilitate execution, this Amendment No. 3 may be executed in any number of counterparts (including by facsimile and email/pdf transmission), each of which shall be deemed to be an original, but all of which together shall constitute one and the same Amendment No. 3 binding on all the parties, notwithstanding that not all parties are signatories to the same counterpart.
(e) This Amendment No. 3 shall be governed and construed in accordance with the laws of the State of Washington, without regard to the conflict of law principles thereof. Should any dispute arise between or among the parties regarding the interpretation or performance of this Amendment No. 3, the parties agree that such dispute shall be resolved in the Superior Court for the State of Washington in King County.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 3 as of the last date shown below.
| XXXXXX XXXXXXX | |
| /s/Xxxxxx Xxxxxxx | |
| Date: May 15, 2013 | |
| By: /s/Xxxxxx Xxxxxxx | |
| [Print Name] /s/Xxxxxx Xxxxxxx | |
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Title: Chief Executive Officer
Date: May 15, 2013
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XXXXXXX X. XXXXX
/s/Xxxxxxx X. Xxxxx
Date: May 16, 2015
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XXXX X. XXXXXXX AND ASSOCIATES
By:/s/Xxxx X. Xxxxxxx
[Print Name] Xxxx X. Xxxxxxx
Title: Chairman
Date: May 16, 2015
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THE XXXXXXXX GROUP
Xxxxxx Xxxxxxxx;
Xxxxxxxx Value Partners II, L.P.;
Xxxxxxxx Value Partners V, L.P.;
Xxxxxxxx Value Partners VI, L.P.;
Xxxxxxxx Value Partners VII, L.P.;
Xxxxxxxx Partners, L.P.;
Xxxxxxxx Associates, L.P.;
Xxxxxxxx Associates Insurance Fund of the
S.A.L.I. Multi-Series Fund, L.P.;
Xxxxxxxx Value LLC; and
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Xxxxxxxx Advisers LLC
By: /s/Xxxxxx Xxxxxxxx
[Print Name]_____________________
Title: Manager
Date: May 16, 2015
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XXXXXXX X. XXXXXXXXX
/s/Xxxxxxx X. Xxxxxxxxx
Date: May 16, 2015
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