SETTLEMENT AGREEMENT AND MUTUAL RELEASES
Exhibit 10.1
SETTLEMENT AGREEMENT AND MUTUAL RELEASES
This SETTLEMENT AGREEMENT AND MUTUAL RELEASES ("Agreement") 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 below), 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 Company is the parent holding company of First Savings Bank Northwest (the "Bank"), a Washington chartered stock savings bank which is located in Renton, Washington, and of First Financial Diversified Corporation ("Diversified"), a Washington corporation;
WHEREAS, Xxxxxx Xxxxxxx is President, Chief Executive Officer and Chairman of the Board of Directors of the Company (the "Board"); Executive Chairman and Chairman of the Board of Directors and, until his resignation on or about September 17, 2012, was President and Chief Executive Officer of the Bank; and President, Chief Executive Officer and Chairman of the Board of Directors of Diversified;
WHEREAS, the "Xxxxxxxx Group" consists of Xxxxxx Xxxxxxxx, an individual whose business address is 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, and the following Delaware limited partnerships and Delaware limited liability companies:
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Xxxxxxxx Value Partners II, L.P.;
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Xxxxxxxx Value Partners V, L.P.;
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Xxxxxxxx Value Partners VI, L.P.;
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Xxxxxxxx Value Partners VII, L.P.;
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Xxxxxxxx Partners, L.P.;
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Xxxxxxxx Associates, L.P.;
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Xxxxxxxx Associates Insurance Fund of the S.A.L.I. Multi-Series Fund, L.P.;
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Xxxxxxxx Value LLC; and
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Xxxxxxxx Advisers LLC.
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WHEREAS, members of the Xxxxxxxx Group are, and have been, the beneficial owners of a substantial number of shares of the common stock of the Company, together and in the aggregate owning approximately 9.41 percent of the Company's common stock ("Common Stock");
WHEREAS, Xxxxxxx X. Xxxxxxxxx is, inter alia, an attorney who represents the Xxxxxxxx Group;
WHEREAS, on March 29, 2012, the Xxxxxxxx Group announced its intention to nominate Xx. Xxxxxxxxx to stand as a candidate at the election of directors to be held at the Company's 2012 Annual Meeting;
WHEREAS, the Company's 2012 Annual Meeting was scheduled for May 24, 2012 in Renton, Washington, and at that meeting three of the Company's eight directors, including Xx. Xxxxxxx, were to stand for election for three year terms;
WHEREAS, the Xxxxxxxx Group on April 9, 2012, and the Company, on April 11, 2012, filed definitive Proxy Statements soliciting proxies from the Company's shareholders; the Company sought proxies to vote for its slate of three director candidates, including Xx. Xxxxxxx; and the Xxxxxxxx Group sought proxies to vote for Xx. Xxxxxxxxx and two of the Company's candidates, but not Xx. Xxxxxxx;
WHEREAS, on May 24, 2012, the 2012 Annual Meeting was held with Xxxxxxx X. Xxxxx of Xxxx X. Xxxxxxx and Associates serving as the Independent Inspector of Election (the "Inspector");
WHEREAS, at and after the 2012 Annual Meeting certain disputes arose concerning the counting of votes in the director election;
WHEREAS, on May 29, 2012, the Inspector issued his Final Report in which he concluded, among other things, that Xx. Xxxxxxx received more votes than Xx. Xxxxxxxxx in the director election;
WHEREAS, on June 7, 2012, 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.; and Xx. Xxxxxxxxx (collectively, "Plaintiffs") filed a Complaint and Information in the Superior Court of Washington in and for King County (No. 12-2-20022-0 KNT) (the "Litigation") against the Company, Xx. Xxxxxxx and the Inspector (collectively, "Defendants"), and Defendants have denied all of Plaintiffs' claims;
WHEREAS, there have been extensive motion practice and discovery in the Litigation;
WHEREAS, the Court presiding over the Litigation has scheduled an expedited trial for Friday, January 11, 2013 and Friday, January 18, 2013;
WHEREAS, on August 10, 2012, the Company, the Bank and Diversified entered into a Transition Agreement with Xx. Xxxxxxx pursuant to which Xx. Xxxxxxx retired as President and Chief Executive Officer of the Bank as of September 17, 2012, but continues to be an employee of the Bank (as well as President, Chief Executive Officer and Chairman of the Board of Directors of the Company and of Diversified) until his planned retirement date in April 2014;
WHEREAS, on November 20, 2012, the Xxxxxxxx Group served a demand on the Board to prosecute an action against certain of the Company's agents relating to certain matters pertaining to the 2012 Annual Meeting (the "Demand"); and
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WHEREAS, while each of the parties remains convinced of the merits of its or his position in the Litigation, each has respectively determined that it is in its or his best interests to settle the Litigation on the terms set forth herein solely to avoid the burden, inconvenience, expense, risk and distraction of further litigation.
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
ARTICLE 1 — BOARD OF DIRECTORS
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1.1
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Appointment of Xx. Xxxxxxxxx as a Company Director Through
the 2013 Annual Meeting
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(a) No later than five business days after the execution of this Agreement by all parties, the Board shall vote to increase the size of the Board by one (1) director to a total of nine (9) directors and to appoint Xx. Xxxxxxxxx to fill that new position and to serve as a director of the Company until the later of the date of the Annual Meeting of Shareholders of the Company in 2013 (the "2013 Annual Meeting") or the date on which his successor should be elected and qualified, the effectiveness of such appointment and Board votes to be subject only to: (i) if necessary, Xx. Xxxxxxxxx receiving all approvals by state and federal regulatory agencies (specifically, the Washington Department of Financial Institutions, the Federal Deposit Insurance Corporation and the Federal Reserve Bank of San Francisco, or their successors) necessary for him to serve as a director of the Company and of the Bank, and (ii) Xx. Xxxxxxxxx and the Xxxxxxxx Group fully complying with their obligations under this Agreement.
(b) No later than fifteen business days after the execution of this Agreement by all parties, if required by the applicable regulators, Xx. Xxxxxxxxx shall submit all required applications, or, if permitted, updates to previous applications, to the Washington Department of Financial Institutions, the Federal Deposit Insurance Corporation and the Federal Reserve Bank of San Francisco, or their successors, for regulatory approval of Xx. Xxxxxxxxx to serve in the positions set forth in Sections 1.1(a), 1.1(c) and 1.2 of this Agreement. The Company and its agents shall act in good faith with regard to all matters concerning Xx. Xxxxxxxxx'x regulatory approval applications and shall fully cooperate with and support Xx. Xxxxxxxxx in his effort to obtain such regulatory approval, by: (i) submitting an Interagency Notice of Change in Director or Senior Executive Officer form in support of Xx. Xxxxxxxxx'x application in which the Company affirmatively states that it consents to Xx. Xxxxxxxxx'x appointment to the Board and to the board of the Bank; (ii) providing information that Xx. Xxxxxxxxx is not able independently to obtain from other sources and that is necessary to assist Xx. Xxxxxxxxx in completing his application(s) for regulatory approval; (iii) taking all actions reasonably necessary to respond to any and all inquiries from regulatory agencies to the effect that the Company's position is that the resolution of the Litigation, including the appointment of Xx. Xxxxxxxxx to the Board and to the board of the Bank, is in the best interests of the Company; and (iv) not making any disparaging
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(c) Within one business day following receipt of notice that Xx. Xxxxxxxxx has received all required regulatory approvals, if any, for him to serve as a director of the Company, the Company shall notify Xx. Xxxxxxxxx that his appointment to the Board is effective, and that he may immediately commence to serve as a director of the Company, with a term of appointment lasting through the date of the 2013 Annual Meeting. Immediately upon Xx. Xxxxxxxxx commencing his service as a director of the Company, the Company will take all steps necessary to appoint Xx. Xxxxxxxxx for the entirety of his term as a member of both (i) the Board's Nominating and Corporate Governance Committee and Compensation Committee, and (ii) the boards of directors of each of the Bank and Diversified.
(d) The Company, Xx. Xxxxxxxxx and all members of the Xxxxxxxx Group (including Xxxxxx Xxxxxxxx in his individual capacity) shall enter into a Non-Disclosure Agreement, substantially in the form attached as Exhibit A hereto, which shall remain in force through Xx. Xxxxxxxxx'x tenure on the Board.
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1.2
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Nomination of Xx. Xxxxxxxxx as a Director Candidate for
the 2013 Annual Meeting
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(a) The Company agrees that, consistent with the customary timing of its annual meetings, the 2013 Annual Meeting will not be held prior to May 1, 2013. The Company and its Board shall nominate and support Xx. Xxxxxxxxx for election as a director at the 2013 Annual Meeting for a three (3) year term, including but not limited to preparing, filing with the Securities and Exchange Commission and disseminating to the Company's shareholders proxy soliciting materials in substantially the same form and using substantially the same solicitation efforts in support of Xx. Xxxxxxxxx'x candidacy as the Company uses for its other director candidates to be nominated at the 2013 Annual Meeting. The Company's proxy holders shall vote in favor of Xx. Xxxxxxxxx'x election all proxies received in response to these solicitation efforts that direct the proxy holders to cast votes in favor of Xx. Xxxxxxxxx'x election as a director at the 2013 Annual Meeting.
(b) The Company and Board shall also appoint Xx. Xxxxxxxxx, upon his election and for the entirety of his three-year elected term as a Board director, as a member of (i) the Board's Nominating and Corporate Governance Committee and Compensation Committee and (ii) the boards of the Bank and Diversified; moreover, in the event that Xx. Xxxxxxxxx dies or becomes incapacitated or is unable or unwilling to serve as a director (or ceases to represent the Xxxxxxxx Group as an attorney) during the period of time he is to serve as a director under Sections 1.1 and 1.2 hereof, the Company and the Xxxxxxxx Group shall take all reasonable actions to immediately replace Xx. Xxxxxxxxx for the periods he would have served on the Board under Sections 1.1 and 1.2 with another individual designated by the Xxxxxxxx Group and approved by the Company, which approval shall only be withheld in good faith, subject to such regulatory approvals as may be required at that time.
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1.3
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Xxxxxx Xxxxxxx
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Xx. Xxxxxxx agrees to resign as Chairman of the Board immediately after Xx. Xxxxxxxxx joins the Board. Following his resignation as Chairman, Xx. Xxxxxxx will remain a member of the Board until September 1, 2013, at which time Xx. Xxxxxxx shall resign as a member of the Board and thereupon cease all service on the Board. No later than the Annual Meeting of Shareholders of the Company in 2014, Xx. Xxxxxxx shall resign as a member of the Bank and Diversified boards, and shall thereafter cease all service on the Bank and Diversified boards. To the extent the Transition Agreement is inconsistent with this Agreement, the Transition Agreement will be amended to make the two agreements consistent. Except as set forth in this Section 1.3, all terms of the Transition Agreement shall remain in full force and effect and may not be altered except as set forth in the Transition Agreement.
1.4 Xxxxxxxx Group
Provided that the Effective Date occurs and the Company complies with its obligations under Section 1.2 of this Agreement to nominate Xx. Xxxxxxxxx and support Xx. Xxxxxxxxx'x nomination at the 2013 Annual Meeting and that he is elected as a director, the Xxxxxxxx Group and Xx. Xxxxxxxxx agree and covenant that in connection with the 2013, 2014 and 2015 Annual Meetings of the Company they shall not:
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(a)
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provide a notice to the Company that they intend to nominate, or nominate, any person for election as director; or
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(b)
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directly or indirectly solicit proxies or participate in the solicitation of proxies for any person to be elected to the Board that has not been nominated by the Company's Board; or
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(c)
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join with or assist any person or entity, directly or indirectly, in opposing, or make any statement in opposition to, any director nomination submitted by the Company's Board to a vote of the Company's shareholders.
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The Xxxxxxxx Group and each of its members, and Xx. Xxxxxxxxx, further agree and covenant that at the 2013, 2014 and 2015 Annual Meetings of the Company, they will vote all Common Stock that they own, either as registered shareholders or beneficially, in support of director candidates nominated by the Company.
Nothing in this Section 1.4 shall in any way prevent the Xxxxxxxx Group from soliciting proxies or consents, or participating in any such solicitations, with respect to any matter other than the election of directors at the 2013, 2014 and 2015 Annual Meetings, or restrict the Xxxxxxxx Group's ability to vote its shares, either in person or by proxy, on any matters other than the election of directors at the 2013, 2014 and 2015 Annual Meetings.
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ARTICLE 2 — RESOLUTION OF LITIGATION
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2.1
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Joint Motions for Stay and Dismissal and for Dismissal with Prejudice of Xx. Xxxxx
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(a) No later than three court days following the execution of this Agreement by all parties, counsel for the parties shall cause to be filed in the Litigation a joint motion to stay the Litigation, and all proceedings or deadlines therein, until the Effective Date (defined in Article 5 below) has or has not occurred. The parties further agree that during the pendency of the stay they will not take any other action that would be barred if the releases set forth in Article 4 had already been in effect.
(b) Immediately upon occurrence of the Effective Date, the parties shall file a stipulated joint dismissal with prejudice of the Litigation, in the form attached hereto as Exhibit B.
(c) The joint motion to stay referred to in this Section 2.1 shall not apply to the claims against defendant Xxxxxxx X. Xxxxx. Subject to the Court's approval, all claims against Xx. Xxxxx shall be dismissed with prejudice pursuant to a Stipulation and Order for Dismissal of Defendant Xxxxxxx X. Xxxxx With Prejudice ("Xxxxx Stipulation") that counsel for the parties shall file at the same time that they file the joint motion to stay the Litigation. The Xxxxx Stipulation shall be in the form set forth in Exhibit C. The Company and Xx. Xxxxxxx shall not assert in the Litigation that the dismissal of Xx. Xxxxx pursuant to the Xxxxx Stipulation in any way has any effect on either the claims against them or the relief available against them in the Litigation.
Upon the execution of this Agreement by all parties, the Xxxxxxxx Group shall be deemed to have consented to the Board staying its consideration of the Demand until after the Effective Date has or has not occurred. Upon the Effective Date, the Demand shall be deemed withdrawn and of no further force or effect. If the Effective Date does not occur, then the Board shall treat the Demand as if the time for responding to it was tolled during the stay of the Litigation. Under no circumstances shall the Xxxxxxxx Group or Xx. Xxxxxxxxx contend that the Board should have acted on the Demand during the stay of the Litigation.
ARTICLE 3 — PAYMENT
3.1 Proxy expense reimbursement
No later than five business days after the Effective Date, the Xxxxxxxx Group shall: (i) document in writing and provide to the Company, with copies of supporting invoices and/or receipts, all expenses that it incurred up through and including May 24, 2012 in connection with the 2012 Annual Meeting and the 2012 contest for election of directors and that it either has paid or is obligated to pay (that is, if any incurred expenses have been forgiven, then they do not qualify for reimbursement); and (ii) identify in writing an entity to which the Company shall make a payment in partial reimbursement of such documented expenses (together, the "Reimbursement Expense Information"). Reimbursement Expense Information shall be
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ARTICLE 4 — RELEASES
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4.1
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Release by Xx. Xxxxx, Xxxx X. Xxxxxxx and Associates,
Xx. Xxxxxxx and the Company
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As of the Effective Date, Xx. Xxxxx and Xx. Xxxxxxx, each on behalf of himself and his agents, heirs, executors, administrators, assigns and marital community, and Xxxx X. Xxxxxxx and Associates and the Company, on behalf of themselves and their past, present and future agents, predecessors, successors, assigns, subsidiaries, affiliates, principals, parents, officers, directors, owners, shareholders solely in their capacity as shareholders, members, representatives, employees, insurers, reinsurers and legal counsel, each hereby forever fully releases, discharges and holds harmless all members of the Xxxxxxxx Group, Xxxxxx Xxxxxxxx, Xx. Xxxxxxxxx and their respective officers, directors, shareholders solely in their capacity as shareholders, controlling persons, principals, representatives, agents, affiliates, employees, partners, attorneys, proxy solicitors, insurers, reinsurers, assigns, heirs, executors, administrators, parents, subsidiaries, advisors, consultants, predecessors, successors and marital communities, and each of them, past, present and future, from any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys' fees, expenses, suits, losses, and causes of action of any nature whatsoever arising from, connected with, or in any way relating to or resulting from (i) the 2012 Annual Meeting, (ii) the 2012 contested director election, (iii) the Demand, and/or (iv) the Litigation, the claims made therein and any facts and circumstances relating thereto.
4.2 Release By Members of the Xxxxxxxx Group and Xx. Xxxxxxxxx
As of the Effective Date, Xx. Xxxxxxxxx and Xx. Xxxxxxxx, each on behalf of himself and his agents, heirs, executors, administrators, assigns and marital community, and each of the limited partnerships and limited liability companies that comprise the Xxxxxxxx Group, on behalf of themselves and their past, present and future agents, predecessors, successors, assigns, subsidiaries, affiliates, principals, parents, officers, directors, owners, shareholders solely in their capacity as shareholders, members, representatives, employees, insurers, reinsurers and legal counsel, each hereby forever fully releases, discharges and holds harmless Xx. Xxxxx, Xx. Xxxxxxx, Xxxx X. Xxxxxxx and Associates and the Company, and their respective officers, directors, shareholders solely in their capacity as shareholders, controlling persons, principals, representatives, agents, affiliates, employees, partners, attorneys, proxy solicitors, insurers, reinsurers, assigns, heirs, executors, administrators, parents, subsidiaries, advisors, consultants, predecessors, successors and marital communities, and each of them, past, present and future, from any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs,
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Items (i) through (iv) of Sections 4.1 and 4.2 shall be collectively referred to as the "Subject Matter of the Released Claims."
4.3 Effect of Releases
The releasing persons acknowledge that they may discover facts in addition to or different from those that they now know or believe to be true with respect to the Subject Matter of the Released Claims, but that it is their intention to fully, finally, and forever settle and release any and all claims related to the Subject Matter of the Released Claims, whether known or unknown, suspected or unsuspected, which now exist or heretofore existed or may hereafter exist and without regard to the subsequent discovery or existence of such additional or different facts concerning the Subject Matter of the Released Claims only. Accordingly, the releases set forth in Sections 4.1 and 4.2 of this Agreement shall extend to claims that the releasing persons do not know or suspect to exist in their favor at the time of the release relating to the Subject Matter of the Released Claims only, which if known, might have affected their decision to enter into the release or whether or how to object to the Settlement. All parties shall be deemed to waive any and all provisions, rights, and benefits conferred by any law of the United States, any state or territory of the United States, foreign law or any principle of common law that may have the effect of limiting the releases above, including but not limited to those that are similar, comparable or equivalent to California Civil Code Section 1542, which provides:
| A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. |
ARTICLE 5 — EFFECTIVE DATE
5.1 Occurrence or Non-Occurrence
The Effective Date shall be the date that, in accordance with Section 1.1(c), Xx. Xxxxxxxxx is permitted to commence service as a director of the Company. In the event that the Effective Date has not occurred by 5:00 p.m. Pacific time on February 15, 2013, the Effective Date shall be deemed to have not occurred. Any obligation under this Agreement that is conditioned on occurrence of the Effective Date, or which pertains to any period after February 15, 2013, shall be null and void in the event that the Effective Date has not occurred, unless the parties otherwise agree in writing.
5.2 Impact on Litigation of Non-Occurrence of Effective Date
In the event the Effective Date has not occurred, the stay entered in the Litigation pursuant to Section 2.1(a) shall expire, the Litigation shall be permitted to resume, and the
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ARTICLE 6 — MISCELLANEOUS
6.1 Settlement Not An Admission
The parties understand and acknowledge that this Agreement reflects a compromise of disputed allegations and that the provisions contained in this Agreement shall not be deemed a presumption, concession, or admission by any party of any fault, liability or wrongdoing as to any facts or claims that have been or might be alleged or asserted in the Litigation, the Demand or any other action or proceeding that has been, will be, or could be brought, and shall not be interpreted, construed, deemed, invoked, offered, or received in evidence or otherwise used by any person in the Litigation, or in any other action or proceeding, whether civil, criminal, or administrative, for any purpose other than to enforce the terms of this Agreement, or as provided for expressly herein. Nor shall this Agreement and any negotiations, statements, or proceedings in connection therewith be construed as, or deemed evidence of, a presumption, concession, or admission by any party of any defect or weakness in the facts, claims or defenses alleged in the Complaint or the Answers and Additional or Affirmative Defenses.
6.2 Notices
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given to a party if delivered in person or sent by overnight delivery (providing proof of delivery) to the party at the following addresses on the date of delivery.
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If to the Company or Xx. Xxxxxxx:
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Xxxx X. Xxxxxx, Xx.
Breyer & Associates, PC
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
XxXxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Email: xxxxxxx@x-x.xxx
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Xxxxxx X. Xxxxxxxxxx
Xxxxxxx Coie LLP
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Email: XXxxxxxxxxx@xxxxxxxxxxx.xxx
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If to Xx. Xxxxx or Xxxx X. Xxxxxxx and Associates:
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Xxxxx X. Xxxxxx
Xxxxxx Xxxxx & Xxxxxx LLP
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Email: xxxxxxx@xxxxxxxxxx.xxx
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If to the Xxxxxxxx Group or Xx. Xxxxxxxxx:
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Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxxx LLP
Xxx Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Email: xxxxxxxx@xxxxxx.xxx
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6.3 Communications
The parties agree that the Joint Press Release attached as Exhibit D will be issued upon execution of this Agreement; and that the Company will file with the U.S. Securities and Exchange Commission ("SEC") a Form 8-K announcing the settlement, to which copies of this Agreement and the Joint Press Release will be attached as exhibits.
6.4 Governing Law and Venue
This Agreement 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 Agreement, the parties agree that such dispute shall be resolved in the Superior Court for the State of Washington in King County.
6.5 Amendments
Subject to applicable law, this Agreement may be amended only pursuant to a written agreement executed by all the parties, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the party against whom such waiver or consent is to be effective.
6.6 No Waivers
No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
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6.7 Confidentiality and Return/Destruction of Confidential Documents and Information
The parties acknowledge and agree that the Stipulation and Protective Order entered in the Litigation on July 27, 2012, survives this Agreement and that all Confidential Information (as that term is used in the Stipulation and Protective Order) obtained in the Litigation may be used only as set forth in the Stipulation and Protective Order. In accord with Paragraph 9 of the Stipulation and Protective Order, within sixty (60) days of the Effective Date, the parties shall either return to the producing party the originals and all copies of documents and information designated as Confidential or certify the destruction of all such documents and information, subject only to the exceptions set forth in Paragraph 9 of the Stipulation and Protective Order.
6.8 Costs, Expenses and Attorneys' Fees
Except for the Reimbursement Payment referenced in Section 3.1 of this Agreement, the parties shall bear their own costs, expenses and attorneys' fees as they were originally incurred in connection with the matters covered by this Agreement, including, without limitation, costs, expenses and attorneys' fees incurred in connection with the Litigation. Nothing in this Section 6.8 shall apply to obligations imposed on the Company under and subject to the March 29, 2012 engagement agreement between the Company and Xxxx X. Xxxxxxx and Associates; e.g., this Agreement does not release or impact the indemnification obligations set forth in that agreement.
6.9 Free Will
The parties to this Agreement hereby represent and warrant that they have each entered into this Agreement of their own free will and in accordance with their own judgment and upon advice of their own legal counsel, and state that they have not been induced to enter into this Agreement by any statement, act or representation of any kind or character on the part of anyone except as expressly set forth in this Agreement. This Agreement is executed by each party without relying on any statement or representation by any other party or its representatives, including but not limited to any representations concerning the nature and extent of any injury, damages or legal liability. Each party to this Agreement has made its own independent investigation of the facts and law pertaining to this settlement and this Agreement, and of all matters related thereto, to the full extent that party deems necessary or advisable.
6.10 Entire Agreement
This Agreement constitutes the entire agreement of all the parties and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between or among the parties, or any of them, with respect to the subject matter hereof. No representation, warranty, promise, inducement or statement of intention has been made by any party which is not contained in this Agreement and no party shall be bound by, or be liable for, any alleged representation, promise, inducement or statement of intention not contained herein. The parties expressly disclaim reliance on any information, statement, representations or warranties regarding the subject matter of this Agreement other than the terms of this Agreement.
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6.11 Severance
Should any non-material provision of this Agreement be declared or determined by any court or tribunal to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall not be deemed to be part of this Agreement. Should any material provision of this Agreement be declared or determined by any court or tribunal to be illegal or invalid, the parties will have a right to void this Agreement for a period of ten (10) days from notice of such illegality or invalidity by providing written notice to all parties that the party is voiding the Agreement. In the event no party voids the Agreement within those ten (10) days, the validity of the remaining parts, terms and provisions shall not be affected by the determination of illegality or invalidity, and said illegal or invalid part, term or provision shall not be deemed to be part of this Agreement.
6.12 Counterparts
To facilitate execution, this Agreement 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 agreement binding on all the parties, notwithstanding that not all parties are signatories to the same counterpart.
6.13 Headings and Captions
The headings and captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.
6.14 Authorizations
Each signatory to this Agreement represents that it or he has read and understood this Agreement and is fully authorized to execute the Agreement on behalf of the party or parties on whose behalf the signatory is signing. The Xxxxxxxx Group, the Company, and Xxxx X. Xxxxxxx and Associates represent and warrant that execution of this Agreement has been duly and validly authorized by all necessary corporate action and expressly approved by their respective governing bodies (for the Xxxxxxxx Group, Xx. Xxxxxxxx; for the Company, the Board; and for Xxxx X. Xxxxxxx and Associates, Xxxx X. Xxxxxxx).
6.15 Specific Performance
The parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof, that remedies available at law are insufficient to fully remedy such damage, and that the parties are entitled to an injunction or specific performance of the terms hereof in addition to any other remedies at law or in equity that may be available.
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6.16 Joint Drafting
The parties agree that they have jointly participated in the drafting and preparation of this Agreement and that this Agreement shall be construed as a whole according to the fair meaning of the language employed herein, and not construed in a manner either favorable or adverse to any of the parties hereto.
6.17 Scope of Xxxxx and Xxxx X. Xxxxxxx and Associates Participation
Xx. Xxxxx and Xxxx X. Xxxxxxx and Associates are not parties to, and assume no obligations or duties under, Articles 1 and 3 of this Agreement. Furthermore, Xx. Xxxxx and Xxxx X. Xxxxxxx and Associates do not have knowledge of certain of the Recitals stated above and, for those, simply rely upon the assent of the other parties hereto to such Recitals.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the last date shown below.
| XXXXXX XXXXXXX | |
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/s/Xxxxxx Xxxxxxx
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| Date: December 19, 2012 | |
| FIRST FINANCIAL NORTHWEST, INC. | |
| By: /s/Xxxxxx Xxxxxxx | |
| Xxxxxx Xxxxxxx | |
| Title:Chief Executive Officer | |
| Date: December 19, 2012 | |
| XXXXXXX X. XXXXX | |
| /s/Xxxxxxx X. Xxxxx | |
| Date: December 19, 2012 | |
| XXXX X. XXXXXXX AND ASSOCIATES | |
| By: /s/Xxxx X. Xxxxxxx and Associates | |
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[Print Name]Xxxx X. Xxxxxxx
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| Title: Chairman, Xxxx X. Xxxxxxx and Associates | |
| Date: December 20, 2012 | |
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THE XXXXXXXX GROUP
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| 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 | |
| Xxxxxxxx Advisers LLC | |
| By:/s/Xxxxxx Xxxxxxxx | |
| Xxxxxx Xxxxxxxx | |
| Title: G.P. | |
| Date: December 19, 2012 | |
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XXXXXXX X. XXXXXXXXX
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/s/Xxxxxxx X. Xxxxxxxxx
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Date: December 19, 2012
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14
Exhibit A
NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (this "Agreement"), is made and entered into as of the date on which it is fully executed, as indicated by signatures below, by and among First Financial Northwest, Inc. (the "Company"), the Xxxxxxxx Group (composed of Xxxxxxxx Associates, L.P., Xxxxxxxx Partners, L.P., 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 Value LLC, Xxxxxxxx Associates Insurance Fund of The S.A.L.I. Multi-Series Fund L.P., Xxxxxxxx Advisers LLC, and Xxxxxx Xxxxxxxx, an individual, and their employees and representatives), and Xxxxxxx X. Xxxxxxxxx, a director nominee of the Xxxxxxxx Group ("Xxxxxxxxx").
WHEREAS, the Company has agreed to place Xxxxxxxxx on its board of directors, subject to approval by interested state and federal regulatory agencies;
WHEREAS, the Company, the Xxxxxxxx Group and Xxxxxxxxx have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described.
NOW THEREFORE, for good and valuable consideration, the parties hereto mutually agree as follows:
1. In connection with Xxxxxxxxx serving on the Company's board, Xxxxxxxxx and other Company employees, directors, and agents may divulge nonpublic information concerning the Company and its subsidiaries to the Xxxxxxxx Group and such information may be shared among the Xxxxxxxx Group's employees and agents who have a need to know such information. The Xxxxxxxx Group expressly agrees to maintain all nonpublic information concerning the Company and its subsidiaries in confidence. The Xxxxxxxx Group expressly acknowledges that federal and state securities laws may prohibit a person from purchasing or selling securities of a company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities, while the first-mentioned person is in possession of material nonpublic information about such company. The Xxxxxxxx Group agrees to comply with the Company's xxxxxxx xxxxxxx and disclosure policies, as in effect from time to time, to the same extent as if it were a director of the Company. To the extent the nonpublic information concerning the Company and its subsidiaries received by the Xxxxxxxx Group is material, this Agreement is intended to satisfy the confidentiality agreement exclusion of Regulation FD of the Securities and Exchange Commission (the "SEC") set forth in Section 243.100(b)(2)(ii) of Regulation FD.
2. Each of the Xxxxxxxx Group and Xxxxxxxxx represents and warrants to the Company that this Agreement has been duly and validly authorized (in the case of the entity members of the Xxxxxxxx Group), executed and delivered by them, and is a valid and binding agreement enforceable against them in accordance with its terms.
3. Xxxxxxxxx hereby further represents and warrants to the Company that: (a) he satisfies all of the qualifications to be a director of the Company as set forth in Article III, Section 4 of the Company's bylaws and any additional applicable qualifications under the laws of the State of Washington or under the regulations of any bank regulatory authority, and that he is not in any way precluded from serving as a director by order or other action of any court, regulatory or other governmental authority; and (b) no event has occurred with respect to Xxxxxxxxx that would require disclosure in a document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, under Item 401(f) of SEC Regulation S-K.
4. The Xxxxxxxx Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic information of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that, in addition to all other remedies, the Company may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach, and in conjunction therewith the Company shall not be required to post any bond.
5. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein.
6. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington, without regard to choice of law principles that may otherwise compel the application of the laws of any other jurisdiction. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum.
7. The terms and provisions of this Agreement shall be deemed severable and, in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this Agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties.
8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.
9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto.
10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.
16
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the undersigned as of the day and year first above written.
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THE XXXXXXXX GROUP
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| /s/Xxxxxx Xxxxxxxx | /s/Xxxxxx Xxxxxxx | |||
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By:
Date
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Xxxxxx Xxxxxxxx
12-20, 2012
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By:
Date
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Xxxxxx Xxxxxxx, President, Chief Executive Officer
and Chairman of the Board
December 19, 2012
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XXXXXXX X. XXXXXXXXX
/s/Xxxxxxx X. Xxxxxxxxx
Date: 12/20, 2012
17
Exhibit B
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XXXXXXXX VALUE PARTNERS II, L.P., a Delaware Limited Partnership, XXXXXXXX VALUE PARTNERS V, L.P., a Delaware Limited Partnership, XXXXXXXX VALUE PARTNERS VI, L.P., a Delaware Limited Partnership, XXXXXXXX VALUE PARTNERS VII, L.P., a Delaware Limited Partnership, XXXXXXXX PARTNERS, L.P., a Delaware Limited Partnership, XXXXXXXX ASSOCIATES, L.P., a Delaware Limited Partnership, XXXXXXXX ASSOCIATES INSURANCE FUND of the S.A.L.I. MULTI-SERIES FUND, L.P., a Delaware Limited Partnership, and XXXXXXX X. XXXXXXXXX, an individual,
v.
FIRST FINANCIAL NORTHWEST, INC., a Washington corporation, XXXXXXX X. XXXXX, an individual, and XXXXXX XXXXXXX, an individual,
Defendants.
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STIPULATION AND [PROPOSED] ORDER OF DISMISSAL
CLERK’S ACTION REQUIRE
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STIPULATION
The parties, through their respective counsel who have authority to do so, hereby stipulate to entry of the subjoined Order dismissing all claims in the above-captioned action with prejudice and without fees or costs to any party.
| STIPULATION AND [PROPOSED] ORDER OF DISMISSAL - 1 |
DATED this ____ day of _______, ____.
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XXXXXX XXXXXX XXXXXXXX LLP
BY /s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, WSBA #00000
Xxxx X. Xxxxxx, XXXX #00000
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Telephone: 206.622-2000
Facsimile: 206.622-2522
Xxxxx X. Xxxxxx (pro hac vice)
Xxxxxxx X. Xxxxxxx (pro hac vice)
Sidley Austin LLP
Xxx Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: 312.853-7846
Facsimile: 312.853-7036
Attorneys for Plaintiffs
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XXXXXXX COIE LLP
By: /s/Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx, WSBA #0000
Xxxxxx X. Xxxxxxxx, XXXX #00000
Xxxxxx Xxxx-Xxxxx, XXXX #00000
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Telephone: 000.000.0000
Facsimile: 206.359.9000
Attorneys for Defendants First Financial
Northwest, Inc. and Xxxxxx Xxxxxxx
XXXXXX XXXXX & XXXXXX LLP
By: /s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, WSBA #16847
Xxxxxx X. Xxxxxxxx, WSBA #30304
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Telephone: 000.000.0000
Facsimile: 206.749.0600
Attorneys for Defendant Xxxxxxx X. Xxxxx
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ORDER
Based upon the foregoing, it is hereby ORDERED that all claims in this case are dismissed with prejudice and without award of fees or costs to any party.
DATED this ____day of _______, ____.
| _________________________________________ | |
| The Xxxxxxxxx Xxxx Xxxxxx |
Presented by:
XXXXXX XXXXXX XXXXXXXX LLP
By /s/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, WSBA #19092
Xxxx X. Xxxxxx, WSBA #14851
| STIPULATION AND [PROPOSED] ORDER OF DISMISSAL - 2 |
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Xxxxx X. Xxxxxx (pro hac vice)
Xxxxxxx X. Xxxxxxx (pro hac vice)
Sidley Austin LLP
Xxx Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attorneys for Plaintiffs
| STIPULATION AND [PROPOSED] ORDER OF DISMISSAL - 3 |
CERTIFICATE OF SERVICE
The undersigned attorney certifies that on the __ day of _____, ___, a true copy of the foregoing pleading was served on each and every attorney of record herein as follows:
VIA EMAIL
Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxx-Xxxxx
Xxxxxxx Coie
0000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attorneys for Defendants First Financial Northwest, Inc.
and Xxxxxx Xxxxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxx Xxxxx & Xxxxxx LLP
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attorneys for Defendant Xxxxxxx X. Xxxxx
I declare under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct.
Dated this __ day of _____, ___, at Seattle, Washington.
| /s/Xxxx X. Xxxxxxx | |
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Xxxx X. Xxxxxxx
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxxx@xxxxxxxxxxxx.xxx
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| STIPULATION AND [PROPOSED] ORDER OF DISMISSAL - 4 |
Exhibit C
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THE XXXXXXXXX XXXX X. XXXXXX
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SUPERIOR COURT OF THE STATE OF WASHINGTON
FOR KING COUNTY
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XXXXXXXX VALUE PARTNERS II, L.P., a Delaware limited partnership; XXXXXXXX VALUE PARTNERS V, L.P., a Delaware limited partnership; XXXXXXXX VALUE PARTNERS VI, L.P., a Delaware limited partnership; XXXXXXXX VALUE PARTNERS VII, L.P., a Delaware limited partnership; XXXXXXXX PARTNERS, L.P., a Delaware limited partnership; XXXXXXXX ASSOCIATES, L.P., a Delaware limited partnership; XXXXXXXX ASSOCIATES INSURANCE FUND OF THE S.A.L.I. MULTI-SERIES FUND, L.P., a Delaware limited partnership; and XXXXXXX X. XXXXXXXXX, an individual,
Plaintiffs,
v.
FIRST FINANCIAL NORTHWEST, INC., a Washington corporation; XXXXXXX XXXXX, an individual; and XXXXXX XXXXXXX, an individual,
Defendants.
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No. 12-2-20022-0 KNT
STIPULATION AND [PROPOSED] ORDER REGARDING DISMISSAL OF DEFENDANT XXXXXXX X. XXXXX WITH PREJUDICE
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STIPULATION
The parties, through their undersigned counsel of record, stipulate and agree as follows:
1. Pursuant to CR 41(a)(1)(A), all of Plaintiffs' claims asserted in this action against defendant Xxxxxxx X. Xxxxx shall be dismissed with prejudice.
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STIPULATION AND ORDER RE DISMISSAL
OF DEFENDANT XXXXX WITH PREJUDICE - 1
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2. Such dismissal shall be without costs to any party, and each party is to bear its or his own attorneys' fees.
3. Defendant Xxxxx shall not make any claim against any of the Plaintiffs and Plaintiffs shall not make any claim against Defendant Xxxxx for attorneys' fees or costs incurred in this litigation, including but not limited to claims pursuant to RCW ch. 4.84 or RCW 4.28.185.
DATED this ______ day of December, 2012.
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XXXXXX XXXXXX XXXXXXXX LLP
By /s/Xxxx X. Xxxxxxx (per email authorization)
Xxxx X. Xxxxxxx, WSBA #00000
Xxxx X. Xxxxxx, XXXX #00000
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Xxxxx X. Xxxxxx, admitted pro hac vice
Xxxxxxx X. Xxxxxxx, admitted pro hac vice
SIDLEY AUSTIN LLP
Xxx Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attorneys for Plaintiffs
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XXXXXXX COIE LLP
By: /s/Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx, WSBA #7573
XXxxxxxxxxx@xxxxxxxxxxx.xxx
Xxxxxx X. Xxxxxxxx, WSBA #15236
XXxxxxxxx@xxxxxxxxxxx.xxx
Xxxxxx Xxxx-Xxxxx, XXXX #00000
XXxxxXxxxx@xxxxxxxxxxx.xxx
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attorneys for Defendants First Financial
Northwest, Inc. and Xxxxxx Xxxxxxx
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Xxxxxx Xxxxx & Xxxxxx LLP
By /s/Xxxxxx X. Xxxxxxxx (per email authorization)
Xxxxx X. Xxxxxx, WSBA # 00000
Xxxxxx X. Xxxxxxxx, XXXX #30304
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000-0000
Telephone: 000.000.0000
Facsimile: 206.749.0600
Email: xxxxxxx@xxxxxxxxxx.xxx
Email: xxxxxxxxx@xxxxxxxxxx.xxx
Attorneys for Defendant Xxxxxxx X. Xxxxx
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STIPULATION AND ORDER RE DISMISSAL
OF DEFENDANT XXXXX WITH PREJUDICE - 2
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ORDER
It is so ordered.
DATED this ______ day of ____________, 20___.
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The Xxxxxxxxx Xxxx X. Xxxxxx
Washington Superior Court Judge
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STIPULATION AND ORDER RE DISMISSAL
OF DEFENDANT XXXXX WITH PREJUDICE - 3
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Exhibit D
JOINT PRESS RELEASE
| **For Immediate Release** |
For more information, contact:
Xxxxxx Xxxxxxx, President and Chief Executive Officer
(000) 000-0000
For The Xxxxxxxxx Group:
Xxxxx Xxxxxx,
(212) 269 - 1551
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FIRST FINANCIAL NORTHWEST, INC. AND THE XXXXXXXX GROUP ANNOUNCE
SETTLEMENT OF LITIGATION
Renton, Washington – December 20, 2012 – First Financial Northwest, Inc. (the "Company") (NASDAQ GS: FFNW) and the Xxxxxxxx Group announced that they have settled the litigation in which the Xxxxxxxx Group challenged the counting of votes in a contested director election at the Company's 2012 Annual Meeting of Shareholders. In that election, the Xxxxxxxx Group's candidate, Xxxxxxx X. Xxxxxxxxx, ran against the Company's Chairman, President and Chief Executive Officer, Xxxxxx Xxxxxxx. In accord with the election results certified by an independent Inspector of Election, the Company announced that Xx. Xxxxxxx was the winner of the election, but the Xxxxxxxx Group contested the result on the ground that proxies and votes submitted by them had not been counted.
The settlement provides, among other things, that (i) Xx. Xxxxxxxxx will be given a seat on the Company's Board after the Company and Xx. Xxxxxxxxx obtain any required regulatory approvals, and will then be nominated by the Company at the 2013 Annual Meeting of Shareholders for a full three-year term; (ii) Xx. Xxxxxxx will resign as Chairman of the Board immediately after Xx. Xxxxxxxxx joins the Board, but Xx. Xxxxxxx will remain a member of the Board until September 1, 2013, whereupon he will resign from the Board; (iii) the Company will reimburse a portion of the Xxxxxxxx Group's proxy solicitation expenses in connection with the 2012 Annual Meeting; (iv) the Xxxxxxxx Group will support the Board's nominees in the director election to be held at the 2013, 2014 and 2015 Annual Meetings of Shareholders; and (v) the Litigation will be dismissed with mutual releases exchanged.
As announced on September 12, 2012, Xx. Xxxxxxx previously entered into a Transition Agreement to facilitate executive succession at First Savings Bank Northwest, a wholly owned subsidiary of the Company. The Company believes that Xx. Xxxxxxx'x agreement to resign as Chairman of the Board and to step down from the Board before completing his term as a director is consistent with his prior decision to reduce his obligations to the Bank, as set forth in the Transition Agreement.
Both the Xxxxxxxx Group and the Company are pleased that the matter has been resolved. Xxxxxx Xxxxxxx, for the Company, states that "We are delighted that we have found a solution to this costly election dispute that, we believe, is in the best interests of our shareholders." Xxxxxx
First Financial Northwest, Inc. is the parent company of First Savings Bank Northwest, a Washington chartered stock savings bank headquartered in Renton, Washington, serving the Puget Sound Region through its full-service banking office. The Company is a part of the ABA NASDAQ Community Bank Index. For additional information about the Company, please visit xxx.xxxxx.xxx and click on the "Investor Relations" section.
The Xxxxxxxx Group is a New York-based money management firm which currently owns approximately 9.41% of the Company's outstanding shares of common stock.
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