EXHIBIT 2.3
MARITIME BANK & TRUST COMPANY
STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT, dated as of November 3, 1998, is entered into
by and among Xxxxxxx Financial Corporation, a Delaware corporation ("Xxxxxxx"),
and the 10 stockholders of Maritime Bank & Trust Company, a Connecticut
chartered bank ("Maritime Bank"), named on Schedule I hereto (collectively, the
"Stockholders"), who are the directors (including the President and Chief
Executive Officer) of Maritime Bank and the only "affiliates" (for purposes of
Rule 145 under the Securities Act of 1933, as amended) of Maritime Bank other
than the executive officers of Maritime Bank.
WHEREAS, Webster, Webster Bank, a wholly owned subsidiary of Webster
("Xxxxxxx Bank"), and Maritime Bank have entered into an Agreement and Plan of
Merger, dated as of the date hereof (the "Agreement"), which is conditioned upon
the execution of this Stockholder Agreement and which provides for, among other
things, the acquisition of Maritime Bank by Webster, to be effected by the
merger of Maritime Bank with and into Xxxxxxx Bank, in a stock-for-stock
transaction (the "Merger"); and
WHEREAS, in order to induce Webster to enter into or proceed with the
Agreement, each of the Stockholders agrees to, among other things, vote in favor
of the Agreement, the Merger and the other transactions contemplated by the
Agreement in his/her capacity as a stockholder of Maritime Bank;
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 MARITIME BANK COMMON STOCK. Each Stockholder represents
and warrants that the number of shares of Maritime Bank common stock, par value
$.67 per share ("Maritime Bank Common Stock"), set forth opposite such
Stockholder's name on Schedule I hereto is the total number of shares of
Maritime Bank Common Stock over which such person has "beneficial ownership"
within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, except that the provisions of Rule 13d-3(d)(1)(i) shall be considered
without any limit as to time.
2. AGREEMENTS OF THE STOCKHOLDERS. Each Stockholder covenants and agrees
that:
(a) Such Stockholder shall, at any meeting of the holders of Maritime
Bank Common Stock called for the purpose, vote or cause to be voted all shares
of Maritime Bank Common Stock in which such Stockholder has the sole or shared
right to vote (whether owned as of the date hereof or hereafter acquired) (i) in
favor of the Agreement, the Merger and the other transactions contemplated by
the Agreement and (ii) against any plan or proposal pursuant to which Maritime
Bank is to be acquired by or merged with, or pursuant to which Maritime Bank
proposes to sell all or substantially all of its assets and liabilities to, any
person, entity or group (other than Webster or any affiliate thereof).
(b) Such Stockholder shall not, prior to the consummation of the
Merger or the earlier termination of this Stockholder Agreement in accordance
with its terms, sell, pledge, transfer
or otherwise dispose of his/her shares of Maritime Bank Common Stock over which
such stockholder has sole or shared dispositive power; provided, however, that
this Section 2(b) shall not apply to a pledge existing as of October 20, 1998.
(c) Such Stockholder shall not in his/her capacity as a stockholder of
Maritime Bank directly or indirectly encourage or solicit or hold discussions or
negotiations with, or provide any information to, any person, entity or group
(other than Webster or an affiliate thereof) concerning any merger, sale of all
or substantially all of the assets or liabilities not in the ordinary course of
business, sale of shares of capital stock or similar transaction involving
Maritime Bank. Nothing herein shall impair such Stockholder's fiduciary
obligations as a director of Maritime Bank.
(d) Such Stockholder shall use his/her 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 Merger contemplated by the Agreement.
(e) Such Stockholder shall comply with all applicable federal and
state securities laws in connection with any sale of Webster common stock, par
value $.01 per share ("Webster Common Stock") received in exchange for Maritime
Bank Common Stock in the Merger, including the trading and volume limitations as
to sales by affiliates contained in Rule 145 under the Securities Act of 1933,
as amended.
(f) Except as set forth in the attached Schedule II, such Stockholder
has no present plan or intent, and as of the effective time of the Merger, shall
have no present plan or intent, to engage in a sale, exchange, transfer (other
than an intrafamily gift), distribution (including a distribution by a
corporation to its shareholders), redemption, or reduction in any way of such
Stockholder's risk of ownership by short sale or otherwise, or other disposition
(not including a bona fide pledge), directly or indirectly, with respect to any
of the shares of Webster Common Stock to be received by such Stockholder upon
the Merger (except for cash received for fractional shares).
3. TERMINATION. The parties agree and intend that this Stockholder
Agreement is 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 the 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;
provided, however, that if the holders of Maritime Bank Common Stock fail to
approve the Agreement or Maritime Bank fails to hold a stockholders' meeting to
vote on the Agreement, then (i) Section 2(a) clause (ii) hereof shall continue
in effect as to any plan or proposal received by Maritime Bank from any person,
entity or group (other than Webster or any affiliate thereof) prior to the
termination of the Agreement or within 135 days after such termination and (ii)
Section 2(b) hereof shall continue in effect, except upon consummation of such
plan or proposal.
4. NOTICES. Notices may be provided to Webster and the Stockholders in
the manner specified in the Agreement, with all notices to the Stockholders
being provided to them at the addresses set forth at Schedule I.
5. GOVERNING LAW. This Stockholder Agreement shall be governed by the
laws of the State of Delaware, without giving effect to the principles of
conflicts of laws thereof.
6. COUNTERPARTS. This Stockholder Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and each of which shall be deemed an original, and shall become effective when
counterparts have been signed by each of the parties and delivered to the other
party, it being understood that all parties need not sign the same counterpart.
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7. HEADINGS. 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.
8. REGULATORY APPROVAL. If any provision of this Stockholder Agreement
requires the approval of any regulatory authority in order to be enforceable,
then such provision shall not be effective until such approval is obtained;
provided, however, that the foregoing shall not affect the enforceability of any
other provision of this Stockholder Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, Xxxxxxx Financial Corporation, by a duly authorized
officer, and each of the Stockholders have caused this Stockholder Agreement to
be executed and delivered as of the day and year first above written.
XXXXXXX FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
---------------------------
Xxxxx X. Xxxxx
Chairman and Chief Executive Officer
STOCKHOLDERS:
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxx-Xxxxxxx
------------------------------ -------------------------------
Xxxxxxx X. Xxxxxxxx Xxxxx Xxxxxx-Xxxxxxx
/s/ H. Xxxxxx Xxxx /s/ Xxxxxxx X. Xxxxxxxx
------------------------------ -------------------------------
H. Xxxxxx Xxxx Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Childress /s/ Xxxxxxxx Xxxxxx, Xx.
------------------------------ -------------------------------
Xxxxxxx X. Childress Xxxxxxxx Xxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
------------------------------ -------------------------------
Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxxxx XX
------------------------------ -------------------------------
Xxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxx XX
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SCHEDULE I
Number of Shares of Maritime Bank
Name and Address of Stockholder Common Stock Beneficially Owned
-------------------------------- ----------------------------------
Xxxxxxx X. Xxxxxxxx 19,782
0 Xxxxxx Xxxx
Xxx Xxxxxxxx, XX 00000
Xxxxx Xxxxxx Xxxxxxx 64,200
00 Xxxxxxxxxxxx Xxxx
Xxx Xxxx, XX 00000
H. Xxxxxx Xxxx 66,900
00 Xxxxx Xxxx
Xxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx 3,000
000 X. Xxxx Xxxxxx
Xxxxx, XX 00000
Xxxxxxx X. Childress 300
00 Xxxxxxxxx Xxxxxx
Xxx Xxxxxxxx, XX 00000
Xxxxxxxx Xxxxxx, Xx. 32,550
000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx 44,475
00 Xxxxxxx Xxxxxxx Xxxxxxxxx
Xxxx Xxxxx, XX 00000
Xxxxxx X. Xxxxxx 27,450
00 Xxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Xxxx X. Xxxxxxxxx 27,600
Xxx 000
Xxxxx, XX 00000
Xxxxxx X. Xxxxxx XX 56,175
00 Xxxx Xxxx
Xxx Xxxxxxxx, XX 00000
SCHEDULE II
None.
