DIRECTOR AGREEMENT
EXHIBIT 99.1
This
Director Agreement (this “Agreement”) is
entered into as of October 27, 2009, by and among State Bancorp Inc., a New York
corporation (the “Company”), and each
of Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., PL
Capital/Focused Fund, L.P., Goodbody/PL Capital, L.P., Goodbody/PL Capital, LLC,
PL Capital Advisors, LLC, PL Capital, LLC, Xxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx
(each a “PL Capital
Party” and collectively the “PL Capital
Parties”). Except as the context otherwise requires, all
capitalized terms shall have the meaning as defined in Section 1.1
hereof.
RECITALS
WHEREAS, in connection with
the 2009 Annual Meeting of Stockholders (the “2009 Meeting”), the
PL Capital Parties, by the letter to the Company’s stockholders sent on March
18, 2009 and the press release issued on April 13, 2009, encouraged the
Company’s stockholders to withhold votes for the directors nominated by the
board of directors of the Company;
WHEREAS, the joint Nominating
and Governance Committee of the Company and the Company’s wholly-owned bank
subsidiary, State Bank of Long Island (the “Bank”) has reviewed
the voting results of the 2009 Annual Meeting and believes that such results
indicate a broad desire by the Company’s stockholders to see qualified additions
to the Company’s board of directors;
WHEREAS, the joint Nominating
and Governance Committee of the Company and the Bank has reviewed the
qualifications and the background of Xx. Xxxxxxx in accordance with the
Company’s bylaws and corporate governance guidelines and found Xx. Xxxxxxx to be
a qualified candidate for election to the Boards (as defined
below);
WHEREAS, the PL Capital
Parties have agreed not to engage in certain activities, including but not
limited to, proxy solicitation and withhold campaigns;
WHEREAS, the Board of
Directors of the Company believes it is in the best interest of the Company and
its stockholders for Xx. Xxxxxxx to serve as a director on the boards of
directors of the Company and the Bank and for the PL Capital Parties to agree to
the restrictions set forth herein.
AGREEMENT
NOW THEREFORE, in
consideration of the mutual covenants and promises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
ARTICLE
I
DEFINITIONS
AND CONSTRUCTION
1.1. Definitions. Except
for the names of the parties hereto (which shall be referenced herein as defined
above), the following capitalized terms used in this Agreement shall, unless the
context otherwise requires, have the following meaning:
“2009 Meeting” has the
meaning ascribed to such term in the Recitals.
“2010 Meeting” has the
meaning ascribed to such term in Section 4.1.
“Affiliate” of a
specified Person is a person that, directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Person specified.
“Bank” has the meaning
ascribed to such term in the Recitals.
“Boards” means the
board of directors of the Company and the board of directors of the Bank, and
each individually a “Board.”
“Common Stock” means
the Company’s common stock, par value $0.01 per share.
“Consent” means any
consent, approval, waiver, agreement, license, or report or notice to, any
Person.
“Director Period” has
the meaning ascribed to such term in Section 5.1
“Governmental
Authority” means any federal, state, local or foreign court, legislative,
executive or regulatory authority or agency.
“Person” means any
individual, partnership, joint venture, corporation, limited liability company,
trust, unincorporated organization, government or department or agency of a
government.
“SEC” means the
Securities and Exchange Commission.
1.2. Construction. The
parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Agreement.
Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Terms
defined in the singular shall include the plural, and vice versa, and pronouns
in any gender shall include the masculine, feminine, and neuter, as the context
requires. Any reference to any federal, state, local, or foreign statute or law
shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word “including” shall
mean including without limitation, and use of the term “or” is not intended to
be exclusive, unless the context clearly requires otherwise. All references to a
“Section” refer to this Agreement.
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ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF THE PL CAPITAL PARTIES
Each PL
Capital Party represents and warrants to the Company as follows as to
itself:
2.1. Existence. The
PL Capital Party is either a natural person or duly organized, validly existing,
and in good standing under the laws of the State of Delaware.
2.2. Authorization. The
PL Capital Party has the requisite power, authority and legal capacity to
execute, deliver and perform and to consummate the transactions contemplated by
this Agreement. The PL Capital Party has duly executed and delivered this
Agreement. This Agreement constitutes the legal, valid and binding obligations
of the PL Capital Party, enforceable against it in accordance with its
terms.
2.3. No Conflicts;
Consents. The execution, delivery and performance by the PL
Capital Party of this Agreement and the consummation of the transactions
contemplated by this Agreement do not conflict with, contravene, result in a
violation or breach of or default under (with or without the giving of notice or
the lapse of time or both), or give rise to a claim or right of termination,
amendment, modification, vesting, acceleration or cancellation of any right or
obligation or loss of any material benefit under any law applicable to the PL
Capital Party or any material contract, agreement, or instrument to which the PL
Capital Party is a party. No Consent of any Governmental Authority or
other person is required to be obtained by the PL Capital Parties in connection
with the execution and delivery by the PL Capital Party of this
Agreement.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company represents and warrants to the PL Capital Parties as
follows:
3.1. Existence. The
Company is duly organized, validly existing, and in good standing under the laws
of the State of New York and is duly authorized to conduct business and enter
into contracts under the laws of the State of New York.
3.2. Authorization. The
Company has the requisite power and authority to execute and deliver this
Agreement, and to perform its obligations hereunder, and such execution,
delivery, and performance are duly authorized by all necessary corporate action
of the Company. This Agreement constitutes the legal, valid and binding
obligations of the Company, enforceable against it in accordance with its terms
and conditions.
3.3. No Conflicts;
Consents. The execution, delivery and performance by the
Company of this Agreement and the consummation of the transactions contemplated
by this Agreement do not conflict with, contravene, result in a violation or
breach of or default under (with or without the giving of notice or the lapse of
time or both), or give rise to a claim or right of termination, amendment,
modification, vesting, acceleration or cancellation of any right or obligation
or loss of any material benefit under any law applicable to the Company or any
material contract, agreement, or instrument to which the Company is a party. No
Consent of any Governmental Authority or other person is required to be obtained
by the Company in connection with the execution and delivery by the Company of
this Agreement.
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ARTICLE
IV
COVENANTS
OF THE COMPANY
4.1. Board
Representation. The Company shall, and shall cause the Bank
to, (i) cause such actions to be taken to expand each Board by one (1) member
and (ii) elect Xx. Xxxxxxx to each Board to serve in accordance with the
certificate of incorporation and bylaws of the Company and the certificate of
incorporation and bylaws of the Bank, as applicable, until the 2010 Annual
Meeting of Stockholders of the Company (the “2010
Meeting”). In connection with the 2010 Meeting, the Company’s
Board shall nominate Xx. Xxxxxxx and the Company shall recommend to its
stockholders the election of Xx. Xxxxxxx to the Company's Board and the Company
shall solicit proxies for the election of Xx. Xxxxxxx to the same extent as it
solicits proxies for its other nominees for the board of directors; provided
that Xx. Xxxxxxx satisfies the qualifications applicable to all director
nominees as reasonably determined by the Nominating and Governance Committee of
the Company in its sole discretion. In connection with the 2010
meeting of the Bank's stockholder (or any action by written consent in lieu of
such meeting), the Company shall elect Xx. Xxxxxxx to serve on the Bank's Board;
provided that (i) Xx. Xxxxxxx satisfies the qualifications applicable to all
director nominees as reasonably determined by the Nominating and Governance
Committee of the Company in its sole discretion and (ii) Xx. Xxxxxxx is duly
elected to the Company’s Board at the 2010 Meeting. After the 2010
Meeting, Xx. Xxxxxxx shall be subject to the same nomination and election
process as the other directors of the Company and the Bank.
4.2. Rights and
Obligations. In connection with his service as a director of
the Company and the Bank, Xx. Xxxxxxx (i) shall be entitled to the same
compensation, expense reimbursement and indemnification as are then provided for
the other members of the Boards and (ii) shall be subject to the same corporate,
securities and ethical compliance requirements, as are then applicable to the
other members of the Boards.
4.3. Committee
Appointments. The Boards shall appoint Xx. Xxxxxxx to such
committees of the Boards as they deem appropriate in accordance with the
nominating process set forth in the Company’s and the Bank’s corporate
governance documents.
4.4. No Obligation to
Vote. Nothing contained herein shall obligate any member of
the Boards, any officer of the Company or any of the PL Capital Parties or any
of their Affiliates to vote their respective shares of the Common Stock in any
particular manner.
4.5. Non-Disparagement. During
the Director Period, the Company shall not, and shall instruct the members of
the Boards and the executive officers of the Company not to directly or
indirectly make or issue or cause to be made or issued any disclosure,
announcement, or statement (including without limitation the filing of any
document or report with the SEC or any other governmental agency unless required
by law or any disclosure to any journalist, member of the media, or securities
analyst) concerning any of the PL Capital Parties, which disparages such PL
Capital Party.
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ARTICLE
V
COVENANTS
OF THE PL CAPITAL PARTIES
5.1. Standstill. From
the date of this Agreement and continuing until Xx. Xxxxxxx ceases to be member
of the Boards (the “Director Period”),
except as approved by the Board of the Company, the PL Capital Parties and their
respective Affiliates will not, in any manner, directly or
indirectly:
(a) seek or
accept representation on the Boards other than Xx. Xxxxxxx;
(b) propose a
director in opposition to nominees proposed by the Board of the Company for the
election to the Boards (provided that nothing herein shall prohibit the PL
Capital Parties from submitting suggestions for nominees to the Nominating and
Governance Committee pursuant to the nomination policy adopted by the Board of
the Company);
(c) support,
initiate or participate in any proxy contest against the Company or otherwise
solicit proxies from stockholders of the Company;
(d) cause,
cooperate or otherwise aid in the preparation of any press release or other
publicity (other than filings required by securities laws) concerning the
Company or the Bank or its operations (including serving as an on or off record
source for media inquiries) without prior approval of the Company unless
required by law, in which case notice of such requirement shall be given to the
Company, or otherwise make any public statement in opposition to, or that would
reflect negatively against, the Company or the Bank, the Boards, or any of the
officers of the Company or the Bank (provided that nothing herein shall in any
manner limit the ability of the PL Capital Parties to report any illegal or
unethical behavior, or any accounting concerns, to the proper Governmental
Authority);
(e) other
than as a member of the Boards acting in cooperation with other members of the
Boards, seek to remove or support anyone else in seeking to remove, without
cause, any member of the Board or any officer of the Company, or encourage any
other Person to do so;
(f) initiate,
or assist, finance or otherwise induce or attempt to induce any other
individual, firm, corporation, partnership, or other entity to initiate any
shareholder proposal;
(g) otherwise
act, alone or in concert with others, to encourage, facilitate, incite, or seek
to cause others to withhold votes for the directors nominated by the Board of
the Company in any election of directors of the Company;
(h) other
than as a member of the Boards acting in cooperation with other members of the
Boards, directly or indirectly participate or act in concert with any Affiliate,
group or other person to participate, by encouragement or otherwise, in any
effort, including without limitation litigation seeking to effect or facilitate
a change in control, consolidation, merger or sale, conveyance, transfer or
other disposition of all or substantially all of the property and assets of the
Company or the Bank;
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(i) other
than in connection with enforcement of the PL Capital Parties’ rights under this
Agreement, otherwise act, alone or in concert with others, to encourage,
facilitate, incite, or seek to cause others to instigate legal proceedings
against the Company, or any of its subsidiaries or their respective
officers, directors or employees (provided that nothing herein shall in any
manner limit the ability of the PL Capital Parties to report any illegal or
unethical behavior, or any accounting concerns, to the proper Governmental
Authority); and
(j) assist,
aid or abet any of its Affiliates that are not parties to this Agreement or act
in concert with any person or company to do any of the foregoing.
5.2. Minimum Share
Ownership.
(a) Throughout
the Director Period, the PL Capital Parties shall maintain a minimum beneficial
ownership of 350,000 shares of Common Stock, which amount shall be adjusted for
subsequent stock splits, if any. Beneficial ownership for this
purpose shall include only those shares of Common Stock over which a PL Capital
Party has or shares the power of disposition and shall not include (i) shares of
Common Stock as to which the PL Capital Parties have only sole or shared voting
power, (ii) shares underlying options or other derivative rights whether or not
currently exercisable, or (iii) shares held in a fiduciary capacity subject to
the Employee Retirement Income Security Act of 1974, as amended.
(b) If the
beneficial ownership of the PL Capital Parties declines below 350,000 shares of
Common Stock (as adjusted for stock splits), Xx. Xxxxxxx shall immediately (i)
notify the Boards and (ii) tender his resignation to the Boards. The Boards
shall have the right to accept or reject Xx. Xxxxxxx’x resignation in their sole
discretion; provided
however, that if the Boards reject Xx. Xxxxxxx’x resignation pursuant to
this Section 5.2(b), the minimum ownership requirement set forth in Section
5.2(a) shall cease to be in effect for the remainder of the Director
Period.
(c) Notwithstanding
anything to the contrary in Section 5.2(b), Xx. Xxxxxxx shall comply with
applicable beneficial share ownership requirements for directors of the Boards
throughout the Director Period.
5.3. Corporate Governance and
Independence. During the Director Period, Xx. Xxxxxxx shall
follow the governance procedures of the Company and the Bank as set forth in
their respective certificates of incorporation, bylaws, committee charters,
corporate governance guidelines, Code of Ethics and Business Conduct, Xxxxxxx
Xxxxxxx and Reporting Policy and any other guidelines or procedures adopted by
the Boards or any committees thereof. In addition, during the
Director Period, Xx. Xxxxxxx shall maintain the qualification of an independent
director in accordance with the NASDAQ corporate governance listing standards
and as set forth in the Company’s corporate governance guidelines (or pursuant
to other corporate governance guidelines or policies adopted by the Board of the
Company that are applicable to the Company’s independent directors generally),
With respect to Xx. Xxxxxxx’x interactions with the members of the Boards,
including the Chief Executive Officer of the Company and the non-executive
chairman and the chairs of each committee of the Boards, Xx. Xxxxxxx will
conduct himself in a professional and ethical manner.
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5.4. Non-Disparagement. During
the Director Period, none of the PL Capital Parties or any of their
Affiliates shall directly or indirectly make or issue or cause to be made or
issued, and each of the PL Capital Parties shall instruct its partners,
officers, advisors and agents, as applicable, to refrain from making or
issuing or causing to be made or issued, any disclosure, announcement, or
statement (including without limitation the filing of any document or report
with the SEC or any other governmental agency unless required by law or any
disclosure to any journalist, member of the media, or securities analyst)
concerning the Company or any of its past, present or future directors,
officers, employees or other affiliates, which disparages the Company or any of
its past, present, or future directors, officers, employees or other
affiliates.
ARTICLE
VI
GENERAL
PROVISIONS
6.1. Fees and
Expenses. All costs and expenses incurred in connection with
this Agreement and the compliance with the terms of this Agreement shall be paid
by the party incurring such expenses.
6.2. Disclosure of
Agreement. The parties contemplate that, if required by law,
the PL Capital Parties will file with the SEC an amendment to their Schedule 13D
with respect to the Company attaching this Agreement and that the Company will
file with the SEC a current report on Form 8-K attaching this
Agreement. Except as required by applicable SEC rules and regulations
or NASDAQ Marketplace Rules applicable to the Company, or any factually correct
summary of the terms of this Agreement included in the aforementioned filings or
any press release by the Company regarding the entering into and/or terms of
this Agreement, the parties agree during the Director Period that there will be
no other public comments by the parties regarding this Agreement.
6.3. Severability. If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such which may
be hereafter declared invalid, void or unenforceable.
6.4. Entire
Agreement. This Agreement (including the documents set forth
in any exhibits hereto) contains the entire understanding of the parties with
respect to the matters contemplated hereby.
6.5. Counterparts. This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or
more of the counterparts have been signed by each party and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.
6.6. Notices. All
notices, consents, requests, instructions, approvals and other communications
hereunder shall be in writing and shall be deemed to have been duly given (a) if
personally delivered; (b) if sent by telecopy or facsimile (except for legal
process); or (c) if mailed by overnight or by first class, certified or
registered mail, postage prepaid, return receipt requested, and properly
addressed as follows:
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To
the Company:
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Xxxxxxxx
X. Xxxxxxxxx, Esq.
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General
Counsel
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State
Bancorp, Inc.
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Two
Xxxxxxx Xxxxx
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Xxxxxxx,
Xxx Xxxx 00000
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(000)
000-0000
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with
a copy to:
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Xxxxxx
X. Xxxxxx, Esq.
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Xxxxxxxxxxxx
Xxxx & Xxxxxxxxx LLP
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Two
World Financial Center
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Xxx
Xxxx, XX 00000
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(000)
000-0000
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To
the PL Capital Parties:
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PL
Capital, LLC
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00
Xxxx Xxxxxxxxx Xxxxxx
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Xxxxx
00
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Xxxxxxxxxx,
XX 00000
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Attn:
Xxxx Xx. Xxxxxx
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Facsimile:
(000) 000-0000
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with
a copy to:
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Xxxxxxx
X. Xxxxxxxx, Esq.
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Xxxxx
& Xxxxxxx, LLP
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000
Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
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Xxxxxxx,
Xxxxxxxx 00000-0000
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Facsimile: (000)
000-0000
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Such
addresses may be changed, from time to time, by means of a notice given in the
manner provided above. Notice will conclusively be deemed to have been given
when personally delivered (including, but not limited to, by messenger or
courier); or if given by mail, on the third day after being sent by first class,
certified or registered mail; or if given by Federal Express or other similar
overnight service, on the date of delivery; or if given by telecopy or facsimile
machine during normal business hours on a business day, when confirmation of
transmission is indicated by the sender’s machine; or if given by telecopy or
facsimile machine at any time other than during normal business hours on a
business day, the first business day following when confirmation of transmission
is indicated by the sender’s machine. Notices, requests, demands and other
communications delivered to legal counsel of any party hereto, whether or not
such counsel shall consist of in-house or outside counsel, shall not constitute
duly given notice to any party hereto.
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6.7. Amendments; Waivers,
etc. No amendment, modification or discharge of this
Agreement, and no waiver hereunder, shall be valid or binding unless set forth
in writing and duly executed by the party against whom enforcement of the
amendment, modification, discharge or waiver is sought. Any such waiver shall
constitute a waiver only with respect to the specific matter described in such
writing and shall in no way impair the rights of the party granting such waiver
in any other respect or at any other time. Neither the waiver by any of the
parties hereto of a breach of or a default under any of the provisions of this
Agreement, nor the failure by any of the parties, on one or more occasions, to
enforce any of the provisions of this Agreement or to exercise any right or
privilege hereunder, shall be construed as a waiver of any other breach or
default of a similar nature, or as a waiver of any of such provisions, rights or
privileges hereunder. The rights and remedies of any party based upon, arising
out of or otherwise in respect of any inaccuracy or breach of any
representation, warranty, covenant or agreement or failure to fulfill any
condition shall in no way be limited by the fact that the act, omission,
occurrence or other state of facts upon which any claim of any such inaccuracy
or breach is based may also be the subject matter of any other representation,
warranty, covenant or agreement as to which there is no inaccuracy or
breach.
6.8. Further
Assurances. The PL Capital Parties and the Company agree to
take, or cause to be taken, all such further or other actions as shall
reasonably be necessary or advisable to comply with the provisions of this
Agreement.
6.9. Successors and
Assigns. All covenants and agreements contained herein shall
bind and inure to the benefit of the parties hereto and their respective
successors and assigns.
6.10. Specific
Performance. The parties acknowledge that the covenants set
forth in Article IV and Article V are under all of the circumstances reasonable
and necessary for the protection of the Company and its respective business and
the PL Capital Parties, as applicable. In the event that Company or
any of the PL Capital Parties, as applicable, shall breach any of the provisions
of Articles IV and V, or in the event that any such breach is threatened by such
party, in addition to and without limiting or waiving any other remedies
available to the non-breaching party, at law or in equity, the Company or the PL
Capital Party, as applicable, shall be entitled to immediate injunctive relief
in any court, domestic or foreign, having the capacity to grant such relief,
without the necessity of posting a bond, to restrain any such breach or
threatened breach and to enforce the provisions of Articles IV and V while such
provisions are in effect. The Company and the PL Capital Parties
acknowledge and agree that there is no adequate remedy at law for any such
breach or threatened breach and, in the event that any action or proceeding is
brought seeking injunctive relief, the breaching party shall not use as a
defense thereto that there is an adequate remedy at law. Nothing in
this Section 6.10 shall affect or restrict or limit any other provisions of this
Agreement.
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6.11. Governing
Law. This Agreement, and the rights of the parties hereunder,
shall be governed by and construed in accordance with the laws of the State of
New York without reference to its conflicts of laws rules.
6.12. Venue. The
parties hereby agree that all actions or proceedings arising directly or
indirectly hereunder, whether instituted by the PL Capital Parties or the
Company, shall be litigated in courts having situs within the State of New York,
County of New York, and the each of the parties hereby expressly consents to the
jurisdiction of any local, state or federal court located within said state and
county, and consent that any service of process in such action or proceeding may
be made by personal service upon the parties wherever such parties may be
located, respectively, or by certified or registered mail directed to the
parties at his/its last known address. The parties hereby waive any objection
based on forum non conveniens and any objection to venue of any action
instituted hereunder.
6.13. Waiver of Jury
Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OR ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE
MATTERS CONTEMPLATED BY THIS AGREEMENT.
[Signatures
Appear on Following Page]
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
date first written above.
| COMPANY: |
| State Bancorp, Inc. |
| By: /s/ Xxxxxx X'Xxxxx |
| Name: Xxxxxx X'Xxxxx |
| Title: President & CEO |
| PL CAPITAL PARTIES: |
| Financial Edge Fund, L.P. |
| By: PL Capital, LLC, its General Partner |
| By: /s/ Xxxx X. Xxxxxx |
| Name: Xxxx X. Xxxxxx |
| Title: Managing Member |
| By: /s/ Xxxxxxx X. Xxxxxxx |
| Name: Xxxxxxx X. Xxxxxxx |
| Title: Managing Member |
| Financial Edge-Strategic Fund, L.P. |
| By: PL Capital, LLC, its General Partner |
| By: /s/ Xxxx X. Xxxxxx |
| Name: Xxxx X. Xxxxxx |
| Title: Managing Member |
| By: /s/ Xxxxxxx X. Xxxxxxx |
| Name: Xxxxxxx X. Xxxxxxx |
| Title: Managing Member |
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| PL Capital/Focused Fund, L.P. |
| By: PL Capital, LLC, its General Partner |
| By: /s/ Xxxx X. Xxxxxx |
| Name: Xxxx X. Xxxxxx |
| Title: Managing Member |
| By: /s/ Xxxxxxx X. Xxxxxxx |
| Name: Xxxxxxx X. Xxxxxxx |
| Title: Managing Member |
| Goodbody/PL Capital, L.P. |
| By: Goodbody/PL Capital, LLC, its General Partner |
| By: /s/ Xxxx X. Xxxxxx |
| Name: Xxxx X. Xxxxxx |
| Title: Managing Member |
| By: /s/ Xxxxxxx X. Xxxxxxx |
| Name: Xxxxxxx X. Xxxxxxx |
| Title: Managing Member |
| Goodbody/PL Capital, LLC |
| By: /s/ Xxxx X. Xxxxxx |
| Name: Xxxx X. Xxxxxx |
| Title: Managing Member |
| By: /s/ Xxxxxxx X. Xxxxxxx |
| Name: Xxxxxxx X. Xxxxxxx |
| Title: Managing Member |
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| PL Capital Advisors, LLC |
| By: /s/ Xxxx X. Xxxxxx |
| Name: Xxxx X. Xxxxxx |
| Title: Managing Member |
| By: /s/ Xxxxxxx X. Xxxxxxx |
| Name: Xxxxxxx X. Xxxxxxx |
| Title: Managing Member |
| PL Capital, LLC |
| By: /s/ Xxxx X. Xxxxxx |
| Name: Xxxx X. Xxxxxx |
| Title: Managing Member |
| By: /s/ Xxxxxxx X. Xxxxxxx |
| Name: Xxxxxxx X. Xxxxxxx |
| Title: Managing Member |
| By: /s/ Xxxx X. Xxxxxx |
| Name: Xxxx X. Xxxxxx |
| By: /s/ Xxxxxxx X. Xxxxxxx |
| Name: Xxxxxxx X. Xxxxxxx |
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