Exhibit 2(b)
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of June 17, 1997, by and among Peoples
Bancorp, Inc. (the "Acquiror"), an Ohio corporation, and certain stockholders of
Gateway Bancorp, Inc. (the "Company"), a Kentucky corporation, named on Schedule
I hereto (collectively the "Stockholders").
WITNESSETH:
WHEREAS, the Acquiror and the Company have entered into an Agreement and
Plan of Merger, dated as of the date hereof (the "Agreement"), which is being
executed simultaneously with the execution of this Stockholder Agreement and
provides for, among other things, the merger of the Company with and into
Peoples Acquisition Corp., an Ohio corporation and a wholly owned subsidiary of
the Acquiror (the "Merger"); and
WHEREAS, in order to induce the Acquiror to enter into the Agreement, each
of the Stockholders agrees to, among other things, vote in favor of the
Agreement in his or her capacity as a stockholder of the Company.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements set forth herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Ownership of Acquiror Common Stock. Each Stockholder represents and
warrants that the Stockholder has or shares the right to vote and dispose of the
number of shares of common stock of the Company, $.01 par value per share
("Company Common Stock"), set forth opposite such Stockholder's name on Schedule
I hereto.
2. Agreements of the Stockholders. Each Stockholder covenants and agrees
that:
(a) such Stockholder shall, at any meeting of the Company's
stockholders called for the purpose, vote, or cause to be voted, all shares
of Company Common Stock in which such stockholder has the right to vote
(whether owned as of the date hereof or hereafter acquired) in favor of
the Agreement;
(b) except as otherwise expressly permitted hereby, such Stockholder
shall not, prior to the meeting of the Company's stockholders referred to
in Section 2(a) hereof or the earlier termination of the Agreement in
accordance with its terms, sell, pledge, transfer or otherwise dispose of
the Stockholder's shares of Company Common Stock; and
(c) such Stockholder shall use his reasonable best efforts to take or
cause to be taken all action, and to do or cause to be done all things,
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the agreements contemplated by this
Stockholder Agreement.
Each Stockholder further agrees that the Company's transfer agent shall be
given an appropriate stop transfer order and shall not be required to register
any attempted transfer of shares of Company Common Stock, unless the transfer
has been effected in compliance with the terms of this Stockholder Agreement.
3. Successors and Assigns. A Stockholder may sell, pledge, transfer or
otherwise dispose of his shares of Company Common Stock, provided that, with
respect to any sale, transfer or disposition which would occur on or before the
meeting of the Company's stockholders referred to in Section 2(a) hereof, such
Stockholder obtains the prior written consent of the Acquiror and that any
acquiror of such Company Common Stock expressly agrees in writing to be bound by
the terms of this Stockholder Agreement.
4. Termination. The parties agree and intend that this Stockholder
Agreement be a valid and binding agreement enforceable against the parties
hereto and that damages and other remedies at law for the breach of this
Stockholder Agreement are inadequate. This Stockholder Agreement may be
terminated at any time prior to the consummation of the Merger by mutual written
consent of the parties hereto and shall be automatically terminated in the event
that the Agreement is terminated in accordance with its terms.
5. Notices. Notices may be provided to the Company and the Stockholders
in the manner specified in Section 7.03 of the Agreement, with all notices to
the Stockholders being provided to them at the Company in the manner specified
in such section.
6. Governing Law. This Stockholder Agreement shall be governed by the
laws of the State of Ohio without giving effect to the principles of conflicts
of laws thereof.
7. Counterparts. This Stockholder Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same and each of
which shall be deemed an original.
8. Headings and Gender. The Section headings contained herein are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Stockholder Agreement. Use of the masculine gender
herein shall be considered to represent the masculine, feminine or neuter gender
whenever appropriate.
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IN WITNESS WHEREOF, the Acquiror by a duly authorized officer, and each of
the Stockholders have caused this Stockholder Agreement to be executed as of the
day and year first above written.
PEOPLES BANCORP, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------
Name: Xxxxxx X. Xxxxx
Title: President and
Chief Executive Officer
COMPANY STOCKHOLDERS:
/s/ Hunter X. Xxxxx
----------------------------
Hunter X. Xxxxx
/s/ Xxxxxx Xxxxxxxx
----------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxx X. Xxxxxxx
----------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
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SCHEDULE I
Number of Shares of
Company Common Stock
Name of Stockholder Beneficially Owned
-------------------------------- ---------------------------------
Hunter X. Xxxxx 23,493(1)
Xxxxxx Xxxxxxxx 14,136(2)
Xxxx X. Xxxxxxx 36,676(3)
Xxxxxxx X. Xxxxxxx 9,266(4)
Xxxxxxx X. Xxxxxxx 21,327(5)
-------------------------
(1) Includes 2,240 shares which may be acquired upon the exercise of vested
options and 896 recognition plan shares earned as of June 29, 1997. Does
not include additional awards of 311 options and 124 recognition plan
shares on June 29, 1997 and 3,360 options and 1,344 recognition plan shares
awarded on June 29, 1995 which options shall become vested and shares shall
be deemed earned upon the change in control.
(2) Includes 2,240 shares which may be acquired upon the exercise of vested
options and 896 recognition plan shares earned as of June 29, 1997. Does
not include additional awards of 311 options and 124 recognition plan
shares on June 29, 1997 and 3,360 options and 1,344 recognition plan shares
awarded on June 29, 1995 which options shall become vested and shares shall
be deemed earned upon the change in control.
(3) Includes 12,445 shares which may be acquired upon the exercise of vested
options and 4,230 recognition plan shares earned as of June 29, 1997. Does
not include 18,669 options and 6,348 recognition plan shares awarded on
June 29, 1995 which options shall become vested and shares shall be deemed
earned upon the change in control.
(4) Includes 2,240 shares which may be acquired upon the exercise of vested
options and 896 recognition plan shares earned as of June 29, 1997. Does
not include additional awards of 311 options and 124 recognition plan
shares on June 29, 1997 and 3,360 options and 1,344 recognition plan shares
awarded on June 29, 1995 which options shall become vested and shares shall
be deemed earned upon the change in control.
(5) Includes 4,978 shares which may be acquired upon the exercise of vested
options and 4,230 recognition plan shares earned as of June 29, 1997. Does
not include 7,467 options and 6,348 recognition plan shares awarded on June
29, 1995 which options shall become vested and shares shall be deemed
earned upon the change in control.
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