Exhibit 10.3
[ Form of FFY Voting Agreement ]
________ , 0000
Xxxxx Xxxxx Financial Corp.
000 Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Ladies and Gentlemen:
The undersigned is a director and/or executive officer of FFY Financial
Corp. ("FFY") or a director and/or executive officer of its principal subsidiary
bank, FFY Bank, and is the beneficial holder of shares of common stock, par
value $0.01 per share, of FFY ("FFY Common Stock") and may be the beneficial
holder of shares of common stock, par value $0.01 per share of First Place
Financial Corp. ("First Place Common Stock").
FFY and First Place Financial Corp. ("First Place") have executed an
Agreement and Plan of Merger and a related Plan of Merger (collectively, the
"Merger Agreement") contemplating a merger of First Place with FFY (the
"Merger"), with First Place as the corporation surviving the Merger (the
"Continuing Corporation"). In consideration of the substantial expenses that
First Place will incur in connection with the transactions contemplated by the
Merger Agreement and in order to induce First Place to execute the Merger
Agreement and to proceed to incur such expenses, the undersigned agrees,
undertakes and represents, in his capacity as a stockholder of FFY and, if
applicable, First Place, and not in his capacity as a director or officer of
FFY, as follows:
1. The undersigned will vote or cause to be voted for adoption of the
Merger Agreement all of the shares of FFY Common Stock and First Place Common
Stock the undersigned is entitled to vote with respect thereto.
2. The undersigned represents that he or she has the capacity to enter
into this Agreement and that it is a valid and binding obligation enforceable
against the undersigned in accordance with its terms, subject to bankruptcy,
insolvency and other laws affecting creditors' rights and general equitable
principles.
3. The undersigned acknowledges and agrees that any remedy at law for
breach of the foregoing provisions shall be inadequate and that, in addition to
any other relief which may be available, First Place shall be entitled to
temporary and permanent injunctive relief without the necessity of proving
actual damages.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date first above written.
Very truly yours,
___________________
Accepted and Agreed to as of the date first above written:
FIRST PLACE FINANCIAL CORP.
By: _______________________
Xxxxxx X. Xxxxx
President and Chief Executive Officer
