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EXHIBIT 10.5
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STOCK PURCHASE AND SALE AGREEMENT
This Stock Purchase and Sale Agreement ("Agreement") is made and
entered into this __ day of October, 1996, by and among First Community
Financial Group, a Washington corporation and bank holding company ("FCFG"), and
the persons whose names appear on the signature lines below (collectively
referred to as the "Sellers").
RECITALS
A. Sellers are the record and/or beneficial owners of a total of
178,233 shares of the Common Stock of FCFG (the "Subject Shares"). The
respective ownership of the Subject Shares by each of the Sellers is set forth
on Exhibit A attached hereto.
B. Two of the Sellers, Xxxxxxx Xxxxx ("Price") and Xxxxxxx Xxxxxxx
("Xxxxxxx") are directors of First Community Bank ("First Community") and Price
is also a director of FCFG.
X. Xxxxxxx desire to sell, and FCFG desires to purchase, the Subject
Shares, on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, the parties hereby agree as follows:
1. Purchase and Sale. Subject only to the conditions set forth in
Paragraph 6 below, the Sellers hereby agree to sell, assign, transfer and convey
all of their respective right, title and interest in and to the Subject Shares
to FCFG. Upon satisfaction of the conditions set forth in Paragraph 6, FCFG
shall tender the Purchase Price set forth in Paragraph 2 below, and Sellers
shall deliver certificates representing all of the Subject Shares, duly endorsed
for transfer to FCFG on the stock transfer records of FCFG. Closing of the
purchase and sale shall occur as soon as practicable following the satisfaction
of the conditions set forth in Paragraph 6 below, but in no event later than
thirty (30) days following the satisfaction of such conditions.
2. Purchase Price. The Purchase Price (herein so called) to be paid for
the Subject Shares shall be $20.50 per share, payable in cash, cashier's check,
or by wire transfer at closing.
3. Assignability. The rights and obligations of FCFG under this
Agreement shall be assignable by FCFG, in whole or in part, to any other person
or entity in its sole discretion. It is the intention of FCFG to assign the
purchase of 70,000 shares to other purchasers; provided, however, that no such
assignment, whether made or not, shall affect the obligations of FCFG to
consummate the transactions contemplated by this Agreement, whether itself or
together with its assignees, as the case may be.
4. Representations of FCFG. FCFG hereby represents and warrants to the
Sellers as follows:
(i) The purchase of the Subject Shares by FCFG has been duly approved
by all requisite action of the Board of Directors of FCFG.
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(ii) FCFG has full corporate authority and power to enter into this
Agreement and perform its obligations hereunder.
(iii) The purchase and sale contemplated by this Agreement is not
prohibited by or subject to the filing requirements of the Securities Exchange
Act of 1934, 15 U.S.C. 78a et seq., as amended by the Xxxxxxxx Act (P.L. No.
94-29, as amended).
5. Representations of Sellers. Each of the Sellers hereby jointly and
severally represents and warrants to FCFG as follows:
(i) The Sellers own the Subject Shares free and clear of any
encumbrance, interest, option, security interest, lien, or other right, claim or
interest of any person or entity, except as shall be fully discharged at the
closing from the proceeds of the sale of such Subject Shares, and have the full
right, power and authority to convey full and complete record and beneficial
ownership in the Subject Shares to FCFG.
(ii) The Sellers are aware of the availability of public filings and
disclosures made by FCFG, including without limitation filings made pursuant to
the Securities Exchange Act of 1934.
(iii) The Sellers have relied solely upon their own respective analyses
and publicly available information regarding FCFG, and the purchase price being
offered by FCFG for the Subject Shares, and have made independent evaluation of
same in determining to sell the Subject Shares owned by them.
(iv) The Sellers each agree that they will not, during the five (5)
year period commencing on the date(s) of their respective executions of this
Agreement, acquire record or beneficial ownership of any shares of FCFG. The
agreement of the Selling Shareholders set forth in the preceding sentence shall
be conditioned only upon (a) the consummation of the purchase and sale of the
Subject Shares contemplated by this Agreement, and (b) that during said five (5)
years period, FCFG shall not have defaulted and failed to perform with respect
to its obligation to repurchase Options or Option Stock pursuant to Paragraph 9
hereof.
6. Condition to Closing. The consummation of the purchase and sale of
the Subject Shares and the Options and/or Option Stock described in Paragraph 9
is subject to the following condition:
FCFG has entered into an Agreement of Merger (the
"Transaction") whereby its wholly-owned subsidiary, First Community
Bank ("First Community") will merge with Prairie Security Bank. The
Transaction is conditioned upon, among other things, the approval
thereof by the shareholders of Prairie Security Bank. The closing of
the purchase and sale of the Subject Shares shall not occur until and
unless the Transaction is consummated. If for any reason whatsoever the
Transaction is not consummated, the obligations of FCFG to acquire the
Subject Shares, and of the Sellers to sell such Subject Shares, shall
be void and of no further effect.
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7. Resignation. Concurrently with the effectiveness of this Agreement,
Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxx shall tender to FCFG their respective
unconditional resignations as directors of First Community, and in the case of
Xxxxxxx Xxxxx his resignation as a director of FCFG, effective immediately. The
vacancies created by the foregoing resignations shall not be filled by FCFG and
First Community unless and until the consummation of the purchase and sale
contemplated by this Agreement. If for any reason the purchase and sale
contemplated by this Agreement shall not have occurred by March 15, 1997, FCFG
and/or First Community, as the case may be, shall reappoint Messrs. Xxxxxxx and
Price to the directors' positions described above.
8. Confidentiality. FCFG and each of the Sellers hereby covenants and
agrees not to disclose the terms or provisions of this Agreement to any other
person, without the express written consent of the other party; provided,
however, that the forgoing shall not prohibit or restrict FCFG from satisfying
all applicable legal disclosure obligations, including without limitation those
arising under state or federal securities laws.
9. Purchase and Sale of Options. Subject only to the conditions set
forth in Paragraph 6 above, Xxxxx Xxxxx ("Xxxxx") and Xxxxxx Xxxxxxx ("Xxxxxxx")
hereby unconditionally and irrevocably agree to sell to FCFG or its assigns, and
FCFG and/or its assigns hereby unconditionally and irrevocably agrees to
purchase from Xxxxx and Xxxxxxx those certain options to acquire FCFG stock
previously granted to Xxxxx and Xxxxxxx (the "Options"), or, if the Options
shall have been exercised prior to the purchase and sale date, the Stock
obtained by Xxxxx and/or Xxxxxxx by the exercise of the Options (the "Option
Stock"), all pursuant to the terms of this Paragraph 9. Xxxxx and Xxxxxxx each
own Options representing the right to acquire 33,021 shares, respectively. Xxxxx
and Xxxxxxx will sell, and FCFG and/or assigns will acquire, the Options and/or
the Option Stock, as the case may be, no later than January 31, 1998. The exact
purchase and sale date shall be determined by FCFG, in its sole discretion. The
purchase price to be paid in cash at closing shall be $22.00 per share. In the
case of Options, the per-share exercise price shall be deducted from the
per-share purchase price. In the case of Option Stock, the full purchase price
shall be paid at closing. Nothing in this Agreement shall prohibit Xxxxx or
Xxxxxxx from assigning for security purposes or encumbering either the Options
or the Option Stock, so long as the obligation secured by such encumbrance(s)
shall not exceed the net purchase price to be paid by FCFG on the purchase and
sale date. Bryne and Xxxxxxx hereby unconditionally agree that in the event
either or both of them obtain any Option Stock through exercise of an Option,
they shall enter into an agreement in form and substance satisfactory to FCFG,
agreeing not to vote such Option Shares.
10. Miscellaneous Provisions.
(i) Nothing in this Agreement shall be deemed to affect in any way the
existing obligations of Messrs. Byrne, Coleman, Xxxxxxx or Price, including
without limitation their respective obligations under existing Performance
Agreements, Director's Agreements, or noncompetition agreements with FCFG or
affiliates thereof.
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(ii) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. Each such counterpart shall become
effective when one counterpart has been signed by each party hereto.
(iii) This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of Washington, except as federal law may
be applicable. The headings of the several articles and sections herein are
inserted for the convenience of reference only and are not intended to be a part
of or to affect the meaning of or interpretation of this Agreement.
(iv) All exhibits referred to in this Agreement are integral parts
hereof, and this Agreement, together with such exhibits, contains the entire
agreement among the parties with respect to the transactions contemplated hereby
and contains all of the terms, conditions and provisions of such transactions.
(v) This Agreement shall not be effective against or binding upon any
signatory until executed by (a) FCFG, (b) each of Price, Hartman, Xxxxx Xxxxx,
and Xxxxxx Xxxxxxx, and (c) each other person whose execution is necessary to
convey the subject shares shown on Exhibit A as subject to the control of Price,
Hartman, Xxxxx and Xxxxxxx. Once so executed, this Agreement shall become
effective against and binding upon such parties, and effective as to other
signatory Sellers upon their execution hereof.
EXECUTED as of the date and year first above written.
FCFG
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FIRST COMMUNITY FINANCIAL GROUP
By /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx
Its President
SELLERS
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/s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxx
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Xxxxxxx Xxxxx Xxxxx Xxxxx
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx
------------------------- -------------------------
Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx
/s/ Xxxxxxxxx Xxxxx /s/ Xxxxxx Xxxxxxxx
------------------------- -------------------------
Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxxx
/s/ Xxx Xxxxx /s/ Xxxxx Xxxxxxx
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Xxx Xxxxx Xxxxx Xxxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxx Xxxxxxx
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Xxxx Xxxxx Xxxxx Xxxxxxx
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SELLERS
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/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
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Xxxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxx
/s/ Xxx XxXxxxxx /s/ Xxxxx XxXxxxxx
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Xxx XxXxxxxx Xxxxx XxXxxxxx
/s/ Xxxxx Xxxxxxxx /s/ Xxxxx X. Xxxxx
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Xxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxx
By Xxxxx X. Xxxxx
DESIGNATED ESCROW
By /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President
XXXXX XXXXX, XXX XXXX XXXXX, XXX
By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Vice President/Manager for Vice President/Manager for
Xxxxx Xxxxxx, Custodian Xxxxx Xxxxxx, Custodian
XXXXXXX XXXXXXX, XXX MAID OF CLOVER
By /s/ Xxxxxxx X. Xxxxxxx By
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Xxxxxxx X. Xxxxxxx
Vice President/Manager for
Xxxxx Xxxxxx, Custodian -------------------------------
Xxxx Xxxxxxxx
NWCB PROFIT SHARING TRUST FOR -------------------------------
XXXXXX XXXXXXX Xxxx Xxxxxxxx
By /s/ Xxxxxxx X. Price
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Xxxxxxx X. Price
By /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Trustee
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Trustee
