EXHIBIT 99.4
September 7, 1999
F&M Bancorp
000 Xxxxxx Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Each of the undersigned ("Stockholder") beneficially owns and
has sole voting power with respect to the number of shares of the common
stock, par value $0.01 per share (the "Shares"), of Patapsco Valley
Bancshares, Inc., a Maryland corporation (the "Company"), indicated
opposite such Stockholder's name below.
Simultaneously with the execution of this letter agreement, F&M
Bancorp, a Maryland corporation ("Buyer"), and the Company are entering
into an Agreement and Plan of Merger (the "Merger Agreement") providing,
among other things, for the merger of the Company with and into Buyer (the
"Merger"). We understand that Xxxxx has undertaken and will continue to
undertake substantial expenses in connection with the negotiation and
execution of the Merger Agreement and the subsequent actions necessary to
consummate the Merger and the other transactions contemplated by the Merger
Agreement.
In consideration of, and as a condition to, Xxxxx's entering
into the Merger Agreement, and in consideration of the expenses incurred
and to be incurred by Xxxxx in connection therewith, Stockholder agrees
with Xxxxx as follows:
1. Stockholder (a) shall vote or cause to be voted for the
approval of the Merger Agreement and the Merger, at any meeting of
stockholders of the Company called for the purpose of voting on the Merger
Agreement or the Merger or any adjournment thereof or in any other
circumstance upon which a vote, consent or other approval with respect to
the Merger Agreement or the Merger is sought, and (b) shall vote or cause
to be voted against the approval of any other agreement providing for a
merger, consolidation, sale of assets or other business combination of the
Company or any of its subsidiaries with any person or entity other than
Buyer and its subsidiaries or any other proposal involving the Company or
any of its subsidiaries that would in any manner hinder, impede, delay or
prevent the consummation of the Merger, all of the Shares that Stockholder
shall be entitled to so vote, whether such Shares are held by Stockholder
on the date of this letter agreement or are subsequently acquired (whether
pursuant to the exercise of stock options or otherwise). Stockholder hereby
waives any rights of appraisal or rights to dissent from the Merger that
Stockholder may have.
2. Stockholder shall not sell, assign, transfer or otherwise
dispose of or encumber (including, without limitation, by the creation of a
Lien (as defined in paragraph 3 below)) or permit to be sold, assigned,
transferred or otherwise disposed of any Shares owned by Stockholder,
whether such Shares are held by Stockholder on the date of this letter
agreement or are subsequently acquired, whether pursuant to the exercise of
stock options or otherwise, except (a) for transfers by will or by
operation of law (in which case this letter agreement shall bind the
transferee), (b) for transfers to any other stockholder of the Company
bound by an agreement with terms which are identical to those contained in
this letter agreement, (c) for liens incurred in the ordinary course in
connection with entering into a margin loan arrangement with respect to any
of the Shares (provided that no such arrangement shall provide a proxy or
other voting rights with respect to the Shares so margined), (d) the sale
of any Shares acquired upon exercise of options after the date of this
Agreement to the extent such sale is necessary to satisfy tax obligations
arising from such exercise, and (e) as Buyer may otherwise agree.
3. Stockholder represents that Xxxxxxxxxxx has the complete and
unrestricted power and the unqualified right to enter into and perform the
terms of this letter agreement. Stockholder further represents that this
letter agreement constitutes a valid and binding agreement, enforceable
against Stockholder in accordance with its terms. Stockholder represents
that Stockholder owns the number of Shares indicated opposite Stockholder's
name below, free and clear of any liens, claims, charges or other
encumbrances and restrictions of any kind whatsoever ("Liens"), and has
sole and unrestricted voting power with respect to such Shares.
4. Notwithstanding anything herein to the contrary, the
agreements contained herein shall remain in full force and effect until the
earlier of (a) the consummation of the Merger and (b) the termination of
the Merger Agreement in accordance with Article IX thereof.
5. This letter agreement is to be governed by the laws of the
State of Maryland, without giving effect to the principles of conflicts of
laws thereof. If any provision hereof is deemed unenforceable, the
enforceability of the other provisions hereof shall not be affected.
6. Stockholder signs solely in his or her individual capacity
with respect to his or her beneficial ownership of Xxxxxx and makes no
agreement or understanding herein in any other capacity, including his or
her capacity as a director of the Company.
7. Xxxxxxxxxxx acknowledges and agrees that Xxxxx could not be
made whole by monetary damages in the event of any default by Stockholder
of the terms and conditions set forth in this Agreement. It is accordingly
agreed and understood that Buyer, in addition to any other remedy that it
may have at law or in equity, shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and specifically to
enforce the terms and provisions hereof in any action instituted in any
court of the United States or in any state having appropriate jurisdiction.
8. This Agreement may be executed in two or more counterparts,
each of which shall be considered an original but all of which together
shall constitute the same instrument.
9. Nothing contained herein shall be deemed to modify,
supersede or in any manner limit any other restrictions on the transfer of
the Shares imposed by any other agreement between Stockholder and Buyer.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
Please confirm our agreement with you by signing a copy of this
letter.
Director, Executive Number of
Officer or Stockholder Shares Signatures
Xxxx X. Xxxxxx, III (individual)
2,386.5050 _____________________
Xxxxx X. Xxxxxxx 1,927.5880 _____________________
Xxxxxx X. Xxxxx, Xx. 41,298.8598 _____________________
Xxxxxxx X. Xxxxx, Xx.
MD Uniform Gift to Minor Act. 5,572.9177 _____________________
Xxxxxx X. Xxxxx, Xx.
Custodian
Xxx X. Xxxxx
MD Uniform Gift to Minor Act. 5,956.3700 ______________________
Xxxxxx X. Xxxxx, Xx.
Custodian
Xxxxxxx X. Xxxxx, Xx. 18,059.7982 ______________________
Xxxxxx Xxxxxxxxx Xxxxx 1,970.0568 ______________________
Xxxx X. Xxxxx 12,667.0000 ______________________
Xxxx Xxxxxxxxx Xxxxx 1,518.3994 ______________________
Xxxxxxx X. Xxxxx 12,730.9355 ______________________
Xxxxxxx Xxxxxxx Xxxxx 12,411.9274 ______________________
Xxxxxx X. Xxxxx Xxxxx
MD Uniform Gift to Minor Act. 5,952.0626 ______________________
Xxxxxx X. Xxxxx, Xx.
Custodian
Xxxxx X. Xxxxx
MD Uniform Gift to Minor Act. 5,956.3700 ______________________
Xxxxxx X. Xxxxx, Xx.
Custodian
Xxxxxxx X. Xxxxxxxxxx 102.1271 ______________________
Xxxxxx X. Xxxx 802.5298 ______________________
Xxxx X. Xxxxx 16,963.4913 ______________________
Xxxxxx X. Xxxxxxxx, III 1,544.5130 ______________________
Xxxx X. Xxxxxxxxx 39,757.8626 ______________________
Xxxxxx X. Xxxxxx 0 ______________________
Xxxxx X. XxXxx 1,092.3204 ______________________
Xxxxxxx X. Xxxxxxxxxxx 0 ______________________
Xxxxxxx X. Xxxxxxxxxx 13,611.0010 ______________________
Xxxx X. Xxxxxx, Xx. 28,975.2550 ______________________
Xxxxxx X. Xxxxxx 42,720.0000 ______________________
WW Services Limited
Partnership 19,225.8996 ______________________
Xxxx X. Xxxxxx, Xx.
General Partner
______________________
Xxxx X. Xxxxxx, III
General Partner
Westminster Warehousing
Services, Inc. 6,860.8366 _____________________
Xxxx X. Xxxxxx, Xx.
President
Xxxxxx to and Accepted as of this
7th day of September, 1999
F&M BANCORP
By:__________________________
Name:
Title:
