AMENDMENT TO STOCK PURCHASE AGREEMENT
Exhibit
2.1
AMENDMENT
TO STOCK PURCHASE AGREEMENT
THIS
AMENDMENT TO STOCK PURCHASE AGREEMENT,
made
this 5th
day of
January, 2007, by, between and among XXXXXXX
X. XXXXXX
(hereinafter, the “Seller”), PEOPLE’S
BANCORP, INC., a
Maryland state chartered bank, (hereinafter
the “Purchaser”) and FLEETWOOD,
ATHEY, MACBETH & XXXXXX, INC., a
Maryland corporation (the
“Corporation”).
RECITALS:
WHEREAS,
the
parties hereto entered into a Stock Purchase Agreement dated September 12,
2006
under the terms of which Purchaser agreed to purchase all of the issued and
outstanding stock of the Corporation (the “Stock Purchase Agreement”);
WHEREAS,
since
the execution and delivery of the Stock Purchase Agreement, certain developments
have occurred and issues have arisen which required the parties to make certain
modifications to the terms of the Stock Purchase Agreement; and
WHEREAS,
the
parties are desirous of amending the Stock Purchase Agreement to reflect the
additional agreements of the parties.
NOW,
THEREFORE, WITNESSETH: That
for
and in consideration of the mutual covenants and promises of the parties hereto,
and for other good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree to amend the Stock Purchase Agreement as
follows:
1. RECITALS.
The
Recitals set forth above are incorporated herein by reference.
2. Section
2.01 is hereby deleted in its entirety and the following provision is inserted
in lieu thereof:
“SECTION
2.01. Closing
Date.
Subject
to the terms and
conditions hereof, the consummation of the purchase and sale of the Shares
(the
"Closing") will take place on or before January 5, 2007 at 9:30 a.m. (the
"Closing Date") at the offices of the Corporation of the Purchaser at 000 Xxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000.”
3. In
Section 6.01 of the Stock Purchase Agreement delete subparagraph (e) in its
entirety and substitute in lieu thereof the following provision:
“(e) Consulting
Agreement with Seller and Non Competition Agreement with
Seller.
At the
Closing, the Purchaser and the Corporation shall cause to be executed and
delivered unto the Seller a written Consulting Agreement with Seller and a
written Non Competition Agreement with the Seller, each in the form and with
the
terms and conditions thereof as set forth in the attached Exhibit F and Exhibit
G, respectively.”
4. Exhibits
F and G of the Stock Purchase Agreement respectively, are attached hereto and
are made part of the Stock Purchase Agreement.
5. Except
as
hereinabove set forth, the terms and conditions of the Stock Purchase Agreement
are hereby confirmed, ratified and republished, are binding upon and shall
inure
to the benefits to the parties hereto, their respective successors and permitted
assigns, and constitute the entire agreement and understanding between the
parties hereto in respect to the matters set forth herein as of the date
hereof.
6. This
Amendment to Stock Purchase Agreement may be executed in counterparts and
multiple originals each of which shall be construed an original, but all of
which taken together shall constitute one and the same instrument.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Amendment to Stock Purchase Agreement on
the
day and year first above written.
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WITNESS:
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SELLER: | |||
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/s/
Xxxxx X. Xxxxxxx
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/s/ Xxxxxxx X. Xxxxxx |
(SEAL)
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| Xxxxxxx X. Xxxxxx | ||||
| PURCHASER: | ||||
| PEOPLE’S BANCORP, INC. | ||||
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/s/
Xxxxx X. Xxxxxxx
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BY: |
/s/
Xxxxxx X. Xxxxxxxxx
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(SEAL)
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Xxxxxx
Xxxxxxxxx, President
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| COMPANY: | ||||
| FLEETWOOD, ATHEY, MACBETH & XXXXXX, INC. | ||||
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/s/
Xxxxx X. Xxxxxxx
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By: |
/s/
Xxxxxxx X. Xxxxxx
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(SEAL)
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Xxxxxxx
X. Xxxxxx, President
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STOCK
PURCHASE AGREEMENT
FLEETWOOD,
ATHEY, MACBETH & XXXXXX, INC.
EXHIBIT
F
CONSULTING
AGREEMENT
THIS
AGREEMENT
is made
this 5th
day of
January, 2007, by and between FLEETWOOD, ATHEY, MACBETH & XXXXXX, INC., a
corporation duly formed under the laws of Maryland, (the “Corporation”) and
XXXXXXX X. XXXXXX ("Xxxxxx").
W
I T N E S S:
Xxxxxx
is
an experienced casualty insurance agent having been in the business of selling
and servicing residential, personal and commercial lines of casualty insurance
for more than twenty five (25) years and being the former owner of the
Corporation and is willing to offer his knowledge and experience in the casualty
insurance business to the Corporation.
The
Corporation is in the business of selling and servicing residential, personal
and commercial lines of casualty insurance (the “Business”); and
The
Corporation desires to retain Xxxxxx to assist the Corporation in its short
and
long term goals for the Business.
IN
CONSIDERATION
of the
engagement by the Corporation of Xxxxxx, of the covenants and agreements of
the
parties as set forth herein, and of other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the parties covenant
and agree as follows:
1. The
Corporation hereby engages Xxxxxx and Xxxxxx hereby agrees to provide to the
Corporation, his services in serving existing agency clients, maintaining and
furthering the Corporation’s relationships with the companies it represents, and
assisting in the development of its operating budgets (the “Services”), upon the
terms and conditions hereinafter set forth.
2.
The
term
of this Agreement shall be for a period of time commencing on the date hereof
and ending on December 31, 2008.
3.
Xxxxxx
agrees to provide the Services and to perform such other duties as may be
assigned by the Corporation. Xxxxxx shall devote his best efforts to the
performance of his duties under this Agreement. Xxxxxx agrees to consult
exclusively with the Corporation during the term of this Agreement.
4.
The
Corporation shall pay to Xxxxxx an annual fee of Fifty Thousand Dollars
($50,000.00), payable in accordance with the Corporation’s standard pay
practices in effect for all contractors of the Corporation during the term
of
this Agreement (the “Annual Fee”). In addition to the Annual Fee, Xxxxxx shall
be entitled to reimbursement for reasonable business expenses incurred in
delivering the Services, including but not limited to auto mileage, travel
and
entertainment expenses and the errors and omissions coverage currently provided
by the Corporation, as well as such other benefits as the parties may agree
upon. In the event of the death of Xxxxxx during the term of this Agreement,
the
Corporation shall be obligated to pay to the Personal Representative of Xxxxxx’x
Estate all sums not previously paid to Xxxxxx to which Xxxxxx would have been
entitled had Xxxxxx lived to complete this Agreement.
5. Xxxxxx
recognizes and acknowledges that (A) in the course of his engagement by the
Corporation, it will be necessary for him to acquire information which could
include, in whole or in part, information concerning the Corporation's sales,
customers and prospective customers, computer programs, system documentation,
manuals, formulae, processes, methods, machines and equipment, and other
confidential or proprietary information belonging to the Corporation or relating
to the Corporation's affairs (collectively referred to herein as the
"Confidential Information"); (B) the Confidential Information is the
property of the Corporation; (C) the use, misappropriation and/or
disclosure of the Confidential Information would constitute a breach of trust
and would cause irreparable injury to the Corporation; and (D) it is
essential to the protection of the Corporation's good will and to the
maintenance of the Corporation's competitive position that the Confidential
Information be kept secret and that Xxxxxx not disclose Confidential Information
to others or use the Confidential Information to his own advantage or the
advantage of others.
6. Xxxxxx
hereby agrees to hold and safeguard the Confidential Information in trust for
the Corporation, its successors and assigns, and agrees that he shall not,
without the prior written consent of the Corporation, misappropriate or disclose
or make available to anyone for use outside the Corporation's organization
at
any time, during either his employment with the Corporation or subsequent to
the
termination of his employment with the Corporation for any reason, any of the
Confidential Information, whether or not developed by Xxxxxx.
7. Upon
the
conclusion of the Term of this Agreement for any reason, Xxxxxx shall:
A. Promptly
deliver to the Corporation all correspondence, manuals, letters, notes,
notebooks, reports, flow charts, programs, proposals and any documents
concerning the Corporation's customers or concerning products or processes
used
by the Corporation and, without limiting the foregoing, will promptly deliver
to
the Corporation any and all other documents or materials containing or
constituting Confidential Information; and
B. Refrain
from soliciting or inducing any employee of the Corporation to leave the employ
of the Corporation and from hiring or attempting to hire any employee of the
Corporation.
8. Any
and
all intellectual property, including but not limited to patents, trade secrets,
know-how, original data, computer programs, records of work, trademarks, and
copyrights, developed as a result of Xxxxxx'x engagement with the Corporation
shall be the sole property of the Corporation.
9. Xxxxxx
acknowledges that a violation by Xxxxxx of the provision of this Agreement
could
cause the Corporation irreparable harm and damages resulting therefrom may
be
very difficult to ascertain. Accordingly, Xxxxxx covenants and agrees that
in an
event of a default in the provisions of this Agreement by Xxxxxx, the
Corporation shall be entitled to specific performance of this Agreement,
including but not limited to, injunctive and other equitable relief, and to
attorney’s fees, in addition to all other remedies which may be available to the
Corporation under the law.
10. The
covenants of Xxxxxx set forth herein are the essence of this Agreement; they
shall be construed as independent of any other provision in this Agreement;
and
the existence of any claim or cause of action of Xxxxxx against the Corporation,
whether predicated on this Agreement or not, shall not constitute a defense
to
the enforcement by the Corporation of these covenants.
11. Xxxxxx
is
retained only for the purposes and to the extent set forth in this Agreement,
and his relationship to the Corporation is that of an independent contractor.
As
such, Xxxxxx shall be responsible for the payment of all federal, state and
local taxes arising out of or in connection with, his provision of the Services
hereunder.
12. Xxxxxx
hereby irrevocably submits to the jurisdiction of the courts of the State of
Maryland selected by the Corporation, in any action or proceeding arising out
of, or relating to, this Agreement; and Xxxxxx hereby agrees that all claims
in
respect of any such action or proceeding may be heard and determined in any
such
court. Xxxxxx agrees that a final judgment in any such action or proceeding
shall be, to the extent permitted by applicable law, conclusive and may be
enforced in any other jurisdictions by suit on the judgment or on any other
matter provided by applicable law related to the enforcement of judgments.
13. This
Agreement shall be binding upon, and inure to the benefit of, the parties
hereto; and the rights and obligations of the Corporation under this Agreement
may be assigned by the Corporation and shall inure to the benefit of and shall
be binding upon its successors and assigns.
14. This
Agreement shall be governed by the laws of the state of Maryland. The invalidity
or unenforceability of any provision hereof shall in no way affect the validity
or enforceability of any other provision.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the day and years first
hereinabove written.
|
WITNESS:
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FLEETWOOD, ATHEY, MACBETH & | ||
| XXXXXX, INC. | |||
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By: |
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| Xxxxxxx X. Xxxxxx | |||
STOCK
PURCHASE AGREEMENT
FLEETWOOD,
ATHEY, MACBETH & XXXXXX, INC.
EXHIBIT
G
NON-COMPETITION
AGREEMENT
THIS
AGREEMENT
is made
this 5th
day of
January, 2007, by and between FLEETWOOD, ATHEY, MACBETH & XXXXXX, INC., a
corporation duly formed under the laws of Maryland, (the “Corporation”) and
XXXXXXX X. XXXXXX ("Xxxxxx").
W
I T N E S S:
WHEREAS,
Xxxxxx
as the owner of all the issued and outstanding shares of capital stock of the
Corporation (the “Shares”), has entered into a Stock Purchase Agreement by and
among Xxxxxx, People’s Bancorp, Inc. and the Corporation dated September 12,
2006 (the “Purchase “Agreement”), under the terms of which Xxxxxx is selling the
Shares unto People’s Bancorp, Inc. as the Purchaser (the “Sale”);
WHEREAS,
it is a
condition of the Sale that Xxxxxx enter into this non-competition agreement
upon
the terms and subject to the conditions set forth in this
Agreement.
NOW,
THEREFORE, IN CONSIDERATION
of the
premises, the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. In
the
event the Sale occurs as provided in the Purchase Agreement, Xxxxxx shall not,
directly or indirectly, own, manage, operate, join, control, be engaged, or
participate in the ownership, management, operation, or control of, or be
connected in any manner with, any business in direct competition with the
businesses of the type and character engaged by the Corporation as of the
closing of the Sale for a period of two (2) years from the date of the closing
of the Sale.
2. In
consideration the covenant of Xxxxxx hereinbefore set forth, the Corporation
shall pay to Xxxxxx an annual fee of Fifty Thousand Dollars ($50,000.00) for
a
period of two (2) years from the date of the closing of the Sale. The annual
fee
for each of the years shall be payable in twelve (12) equal installments on
the
last day of each month during the term of this Agreement commencing on January
31, 2007. In the event of the death of Xxxxxx during the term of this Agreement,
the Corporation shall be obligated to pay to the Personal Representative of
Xxxxxx’x Estate all sums not previously paid to Xxxxxx to which Xxxxxx would
have been entitled had Xxxxxx lived to complete this Agreement.
3. The
covenants of Xxxxxx set forth herein are the essence of this Agreement; they
shall be construed as independent of any other provision in this Agreement;
and
the existence of any claim or cause of action of Xxxxxx against the Corporation,
whether predicated on this Agreement or not, shall not constitute a defense
to
the enforcement by the Corporation of these covenants.
4. Xxxxxx
shall be responsible for the payment of all federal, state and local taxes
arising out of, or in connection with, this Agreement.
5. Xxxxxx
hereby irrevocably submits to the jurisdiction of the courts of the State of
Maryland selected by the Corporation, in any action or proceeding arising out
of, or relating to, this Agreement; and Xxxxxx hereby agrees that all claims
in
respect of any such action or proceeding may be heard and determined in any
such
court. Xxxxxx agrees that a final judgment in any such action or proceeding
shall be, to the extent permitted by applicable law, conclusive and may be
enforced in any other jurisdictions by suit on the judgment or on any other
matter provided by applicable law related to the enforcement of judgments.
6. This
Agreement shall be binding upon, and inure to the benefit of, the parties
hereto; and the rights and obligations of the Corporation under this Agreement
may be assigned by the Corporation and shall inure to the benefit of and shall
be binding upon its successors and assigns.
7. This
Agreement shall be governed by the laws of the state of Maryland. The invalidity
or unenforceability of any provision hereof shall in no way affect the validity
or enforceability of any other provision.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the day and years first
hereinabove written.
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WITNESS:
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FLEETWOOD, ATHEY, MACBETH & | ||
| XXXXXX, INC. | |||
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By: |
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| Xxxxxxx X. Xxxxxx | |||
