Exhibit 10.1
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of December 17, 2004,
by and among Peoples Community Bancorp, Inc. (the
"Acquiror"), a Maryland corporation, and certain
stockholders of American State Corporation (the "Company"),
an Indiana corporation, named on Schedule I hereto in their
capacity as individuals (collectively the "Stockholders").
WITNESSETH:
WHEREAS, the Acquiror and the Company have entered into
an Agreement and Plan of Merger, dated as of the date hereof
(the "Agreement"), which is being executed simultaneously
with the execution of this Stockholder Agreement and
provides for, among other things, the merger of ASC
Acquisition Corp. ("Interim"), a to-be-formed wholly owned
subsidiary of the Acquiror, with and into the Company (the
"Merger"); and
WHEREAS, in order to induce the Acquiror to enter into
the Agreement, each of the Stockholders agrees to, among
other things, vote in favor of the Agreement in his or her
capacity as a stockholder of the Company.
NOW, THEREFORE, in consideration of the premises, the
mutual covenants and agreements set forth herein and other
good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Ownership of Company Capital Stock. Each
Stockholder represents and warrants that the Stockholder has
or shares the right to vote and dispose of the number of
shares of common stock of the Company, no par value per
share ("Company Capital Stock"), and/or preferred stock of
the Company, par value $1,000 per share ("Company Preferred
Stock"), set forth opposite such Stockholder's name on
Schedule I hereto. The Company Common Stock and Company
Preferred Stock are collectively referred to as "Company
Capital Stock."
2. Agreements of the Stockholders. Each Stockholder
covenants and agrees that:
(a) such Stockholder shall, at any meeting of the
Company's stockholders called for the purpose, vote, or
cause to be voted, all shares of Company Capital Stock in
which such stockholder has the right to vote (whether owned
as of the date hereof or hereafter acquired) in favor of the
Agreement and the related Agreement of Merger between
Interim and the Company;
(b) except as otherwise expressly permitted hereby,
such Stockholder shall not, prior to the meeting of the
Company's stockholders referred to in Section 2(a) hereof or
the earlier termination of the Agreement in accordance with
its terms, sell, pledge, transfer or otherwise dispose of
the Stockholder's shares of Company Capital Stock; and
(c) such Stockholder shall use his reasonable best
efforts to take or cause to be taken all action, and to do
or cause to be done all things, necessary, proper or
advisable under applicable laws and regulations to
consummate and make effective the agreements contemplated by
this Stockholder Agreement.
Each Stockholder further agrees that the Company's
transfer agent shall be given an appropriate stop transfer
order and shall not be required to register any attempted
transfer of shares of Company Capital Stock held by each
Stockholder, unless the transfer has been effected in
compliance with the terms of this Stockholder Agreement.
3. Successors and Assigns. A Stockholder may sell,
pledge, transfer or otherwise dispose of his shares of
Company Capital Stock, provided that, with respect to any
sale, transfer or disposition which would occur on or before
the meeting of the Company's stockholders referred to in
Section 2(a) hereof, such Stockholder obtains the prior
written consent of the Acquiror and that any acquiror of
such Company Capital Stock expressly agrees in writing to be
bound by the terms of this Stockholder Agreement.
4. Termination. The parties agree and intend that
this Stockholder Agreement be a valid and binding agreement
enforceable against the parties hereto and that damages and
other remedies at law for the breach of this Stockholder
Agreement are inadequate. This Stockholder Agreement may be
terminated at any time prior to the consummation of the
Merger by mutual written consent of the parties hereto and
shall be automatically terminated in the event that the
Agreement is terminated in accordance with its terms.
5. Notices. Notices may be provided to the Company
and the Stockholders in the manner specified in Section 7.03
of the Agreement, with all notices to the Stockholders being
provided to them at the Company in the manner specified in
such section.
6. Governing Law. This Stockholder Agreement shall
be governed by the laws of the State of Indiana without
giving effect to the principles of conflicts of laws
thereof.
7. Counterparts. This Stockholder Agreement may be
executed in one or more counterparts, all of which shall be
considered one and the same and each of which shall be
deemed an original.
8. Headings and Gender. The Section headings
contained herein are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Stockholder Agreement. Use of the masculine gender herein
shall be considered to represent the masculine, feminine or
neuter gender whenever appropriate.
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IN WITNESS WHEREOF, the Acquiror by a duly authorized
officer, and each of the Stockholders have caused this
Stockholder Agreement to be executed as of the day and year
first above written.
PEOPLES COMMUNITY BANCORP, INC.
By: /s/Xxxxx X. Xxxxxxxx
____________________________________________
Name: Xxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
COMPANY STOCKHOLDERS:
/s/Xxxxxx X. Xxxxx
_______________________
Xxxxxx X. Xxxxx
/s/Xxxxx X. Xxxxx, Xx.
_______________________
Xxxxx X. Xxxxx, Xx.
/s/Xxxx X. Xxxxx
_______________________
Xxxx X. Xxxxx
/s/G. Xxxxxx Xxxxxxx
_______________________
G. Xxxxxx Xxxxxxx
/s/A. Xxxxxx Xxxxxxxxx
_______________________
A. Xxxxxx Xxxxxxxxx
THE KEY CORPORATION
By: /s/Xxxxx X. Xxxxx, Xx.
______________________________
Xxxxx X. Xxxxx, Xx., President
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SCHEDULE I
Number of Shares of Number of Shares of
Company Capital Stock Company Preferred Stock
Name of Stockholder Beneficially Owned Beneficially Owned
_______________________ _______________________ ________________________
Xxxxxx X. Xxxxx 7,426
Xxxxx X. Xxxxx, Xx. 509,159
Xxxx X. Xxxxx 386,673
The G. Xxxxxx Xxxxxxx
Trust Agreement DTD 101,430
12/20/1993
A. Xxxxxx Xxxxxxxxx 12,624
The Key Corporation 700
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